N-CSRS 1 tm216479d1_ncsrs.htm N-CSRS

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

 

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-07852

 

USAA Mutual Funds Trust

(Exact name of registrant as specified in charter)

 

15935 La Cantera Pkwy, Building Two, San Antonio, Texas 78256

 (Address of principal executive offices) (Zip code)

 

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 800-235-8396

 

Date of fiscal year end: July 31

 

Date of reporting period: January 31, 2021

  

 

 

Item 1. Reports to Stockholders.

 

(a) The Report to Shareholders is attached herewith

 

 

JANUARY 31, 2021

Semi Annual Report

USAA Aggressive Growth Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



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USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    6    

Statement of Operations

    7    

Statements of Changes in Net Assets

    8    

Financial Highlights

    10    

Notes to Financial Statements

   

12

   

Supplemental Information (Unaudited)

   

21

   

Proxy Voting and Portfolio Holdings Information

    21    

Expense Examples

    21    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    22

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Aggressive Growth Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with capital appreciation.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Aggressive Growth Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.1%)

 

Communication Services (11.9%):

 

Activision Blizzard, Inc.

   

533,300

   

$

48,531

   

Alphabet, Inc. Class C (a)

   

53,750

     

98,671

   

Facebook, Inc. Class A (a)

   

273,813

     

70,734

   

Netflix, Inc. (a)

   

9,800

     

5,217

   

Twitter, Inc. (a)

   

429,922

     

21,724

   
     

244,877

   

Communications Equipment (0.5%):

 

Palo Alto Networks, Inc. (a)

   

28,823

     

10,110

   

Consumer Discretionary (17.6%):

 

Alibaba Group Holding Ltd., ADR (a)

   

89,546

     

22,729

   

Amazon.com, Inc. (a)

   

45,754

     

146,697

   

Booking Holdings, Inc. (a)

   

2,814

     

5,471

   

Burlington Stores, Inc. (a)

   

111,115

     

27,656

   

Chipotle Mexican Grill, Inc. (a)

   

9,926

     

14,690

   

Dollar General Corp.

   

49,379

     

9,610

   

Lululemon Athletica, Inc. (a)

   

88,552

     

29,105

   

NIKE, Inc. Class B

   

331,661

     

44,307

   

Target Corp.

   

42,663

     

7,729

   

Tesla, Inc. (a)

   

31,914

     

25,325

   

The Home Depot, Inc.

   

57,091

     

15,461

   

The TJX Cos., Inc.

   

212,719

     

13,623

   
     

362,403

   

Consumer Staples (1.4%):

 

Constellation Brands, Inc. Class A

   

67,312

     

14,198

   

The Boston Beer Co., Inc. Class A (a)

   

16,225

     

14,877

   
     

29,075

   

Electronic Equipment, Instruments & Components (0.5%):

 

Amphenol Corp. Class A

   

76,054

     

9,498

   

Financials (1.3%):

 

MSCI, Inc.

   

68,358

     

27,022

   

Health Care (14.6%):

 

Align Technology, Inc. (a)

   

45,762

     

24,043

   

Ascendis Pharma A/S, ADR (a)

   

45,906

     

6,893

   

bluebird bio, Inc. (a)

   

114,025

     

5,080

   

Charles River Laboratories International, Inc. (a)

   

62,424

     

16,171

   

DexCom, Inc. (a)

   

21,485

     

8,054

   

Edwards Lifesciences Corp. (a)

   

287,304

     

23,725

   

Exact Sciences Corp. (a)

   

57,981

     

7,953

   

Fate Therapeutics, Inc. (a)

   

83,018

     

7,524

   

Masimo Corp. (a)

   

115,732

     

29,617

   

Royalty Pharma PLC Class A

   

503,151

     

23,653

   

TG Therapeutics, Inc. (a)

   

103,372

     

4,990

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Aggressive Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Thermo Fisher Scientific, Inc.

   

39,035

   

$

19,896

   

UnitedHealth Group, Inc.

   

50,597

     

16,878

   

Veeva Systems, Inc. Class A (a)

   

101,079

     

27,942

   

Vertex Pharmaceuticals, Inc. (a)

   

169,578

     

38,846

   

West Pharmaceutical Services, Inc.

   

41,519

     

12,435

   

Zoetis, Inc.

   

156,941

     

24,208

   
     

297,908

   

Industrials (7.4%):

 

CoStar Group, Inc. (a)

   

35,387

     

31,838

   

FTI Consulting, Inc. (a)

   

65,090

     

7,158

   

IDEX Corp.

   

75,205

     

14,002

   

IHS Markit Ltd.

   

88,352

     

7,694

   

Old Dominion Freight Line, Inc.

   

48,628

     

9,434

   

Trane Technologies PLC

   

171,337

     

24,561

   

Uber Technologies, Inc. (a)

   

727,088

     

37,030

   

United Parcel Service, Inc. Class B

   

114,302

     

17,717

   
     

149,434

   

IT Services (14.5%):

 

EPAM Systems, Inc. (a)

   

93,181

     

32,094

   

Fiserv, Inc. (a)

   

192,977

     

19,817

   

PayPal Holdings, Inc. (a)

   

320,802

     

75,167

   

Shopify, Inc. Class A (a)

   

20,396

     

22,407

   

Twilio, Inc. Class A (a)

   

195,251

     

70,179

   

Visa, Inc. Class A

   

399,664

     

77,235

   
     

296,899

   

Materials (0.7%):

 

The Scotts Miracle-Gro Co.

   

60,288

     

13,348

   

Real Estate (0.4%):

 

SBA Communications Corp.

   

29,110

     

7,821

   

Semiconductors & Semiconductor Equipment (8.1%):

 

Advanced Micro Devices, Inc. (a)

   

117,716

     

10,081

   

Lam Research Corp.

   

31,161

     

15,080

   

Marvell Technology Group Ltd.

   

234,199

     

12,052

   

Micron Technology, Inc. (a)

   

318,039

     

24,893

   

NVIDIA Corp.

   

125,062

     

64,982

   

QUALCOMM, Inc.

   

170,299

     

26,614

   

STMicroelectronics NV, NYS (b)

   

290,943

     

11,623

   
     

165,325

   

Software (16.2%):

 

Adobe, Inc. (a)

   

79,597

     

36,517

   

Autodesk, Inc. (a)

   

65,430

     

18,152

   

Cadence Design Systems, Inc. (a)

   

162,101

     

21,136

   

Fair Isaac Corp. (a)

   

24,454

     

11,007

   

Microsoft Corp.

   

440,828

     

102,255

   

RingCentral, Inc. Class A (a)

   

76,356

     

28,475

   

salesforce.com, Inc. (a)

   

38,917

     

8,778

   

ServiceNow, Inc. (a)

   

96,827

     

52,593

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Aggressive Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Synopsys, Inc. (a)

   

41,598

   

$

10,626

   

The Trade Desk, Inc. Class A (a)

   

32,920

     

25,216

   

Workday, Inc. Class A (a)

   

68,374

     

15,557

   
     

330,312

   

Technology Hardware, Storage & Peripherals (4.0%):

 

Apple, Inc.

   

627,702

     

82,832

   

Total Common Stocks (Cost $1,155,548)

   

2,026,864

   

Collateral for Securities Loaned^ (0.3%)

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (c)
   

2,257,240

     

2,257

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (c)

   

3,904,261

     

3,905

   

Total Collateral for Securities Loaned (Cost $6,162)

   

6,162

   

Total Investments (Cost $1,161,710) — 99.4%

   

2,033,026

   

Other assets in excess of liabilities — 0.6%

   

12,388

   

NET ASSETS — 100.00%

 

$

2,045,414

   

At January 31, 2021 the Fund's investments in foreign securities were 7.9% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on January 31, 2021.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


5



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Aggressive
Growth Fund
 

Assets:

 

Investments, at value (Cost $1,161,710)

 

$

2,033,026

(a)

 

Cash and cash equivalents

   

16,016

   

Receivables:

 

Interest and dividends

   

176

   

Capital shares issued

   

1,640

   

Investments sold

   

33,000

   

From Adviser

   

1

   

Prepaid expenses

   

31

   

Total assets

   

2,083,890

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

6,162

   

Investments purchased

   

28,605

   

Capital shares redeemed

   

2,431

   

Accrued expenses and other payables:

 

Investment advisory fees

   

670

   

Administration fees

   

267

   

Custodian fees

   

10

   

Transfer agent fees

   

277

   

Compliance fees

   

1

   

Other accrued expenses

   

53

   

Total liabilities

   

38,476

   

Net Assets:

 

Capital

   

1,110,773

   

Total accumulated earnings/(loss)

   

934,641

   

Net assets

 

$

2,045,414

   

Net Assets

 

Fund Shares

 

$

2,031,382

   

Institutional Shares

   

14,032

   

Total

 

$

2,045,414

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

38,895

   

Institutional Shares

   

264

   

Total

   

39,159

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

52.23

   

Institutional Shares

 

$

53.13

   

(a)  Includes $5,975 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


6



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Aggressive
Growth Fund
 

Investment Income:

 

Dividends

 

$

4,040

   

Interest

   

6

   

Securities lending (net of fees)

   

8

   

Total income

   

4,054

   

Expenses:

 

Investment advisory fees

   

3,868

   

Administration fees — Fund Shares

   

1,500

   

Administration fees — Institutional Shares

   

7

   

Sub-Administration fees

   

20

   

Custodian fees

   

43

   

Transfer agent fees — Fund Shares

   

830

   

Transfer agent fees — Institutional Shares

   

7

   

Trustees' fees

   

26

   

Compliance fees

   

6

   

Legal and audit fees

   

46

   

State registration and filing fees

   

29

   

Other expenses

   

55

   

Total expenses

   

6,437

   

Expenses waived/reimbursed by Adviser

   

(5

)

 

Net expenses

   

6,432

   

Net Investment Income (Loss)

   

(2,378

)

 

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

116,767

   

Net change in unrealized appreciation/depreciation on investment securities

   

138,714

   

Net realized/unrealized gains (losses) on investments

   

255,481

   

Change in net assets resulting from operations

 

$

253,103

   

See notes to financial statements.


7



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Aggressive Growth Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(2,378

)

 

$

(2,668

)

 

Net realized gains (losses) from investments

   

116,767

     

(42,542

)

 
Net change in unrealized appreciation/depreciation on
investments
   

138,714

     

440,177

   

Change in net assets resulting from operations

   

253,103

     

394,967

   

Distributions to Shareholders:

 

Fund Shares

   

(3,755

)

   

(273,925

)

 

Institutional Shares

   

(25

)

   

(2,048

)

 

Change in net assets resulting from distributions to shareholders

   

(3,780

)

   

(275,973

)

 

Change in net assets resulting from capital transactions

   

(77,478

)

   

118,415

   

Change in net assets

   

171,845

     

237,409

   

Net Assets:

 

Beginning of period

   

1,873,569

     

1,636,160

   

End of period

 

$

2,045,414

   

$

1,873,569

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

76,480

   

$

115,595

   

Distributions reinvested

   

3,705

     

270,045

   

Cost of shares redeemed

   

(157,912

)

   

(267,501

)

 

Total Fund Shares

 

$

(77,727

)

 

$

118,139

   

Institutional Shares

 

Proceeds from shares issued

 

$

3,903

   

$

3,528

   

Distributions reinvested

   

24

     

2,005

   

Cost of shares redeemed

   

(3,678

)

   

(5,257

)

 

Total Institutional Shares

 

$

249

   

$

276

   

Change in net assets resulting from capital transactions

 

$

(77,478

)

 

$

118,415

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,503

     

2,965

   

Reinvested

   

70

     

7,237

   

Redeemed

   

(3,127

)

   

(6,745

)

 

Total Fund Shares

   

(1,554

)

   

3,457

   

Institutional Shares

 

Issued

   

77

     

85

   

Reinvested

   

(a)

   

53

   

Redeemed

   

(75

)

   

(142

)

 

Total Institutional Shares

   

2

     

(4

)

 

Change in Shares

   

(1,552

)

   

3,453

   

(a)  Rounds to less than 1 thousand.

See notes to financial statements.


8



This page is intentionally left blank.


9



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Aggressive Growth Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

46.02

     

(0.06

)(d)

   

6.37

     

6.31

     

     

(0.10

)

 
Year Ended
July 31, 2020
 

$

43.91

     

(0.07

)(d)

   

9.82

     

9.75

     

(0.04

)

   

(7.60

)

 
Year Ended
July 31, 2019
 

$

48.92

     

0.13

     

1.72

     

1.85

     

(0.08

)

   

(6.78

)

 
Year Ended
July 31, 2018
 

$

43.96

     

0.19

     

8.79

     

8.98

     

(0.19

)

   

(3.83

)

 
Year Ended
July 31, 2017
 

$

40.02

     

0.36

     

6.30

     

6.66

     

(0.33

)

   

(2.39

)

 
Year Ended
July 31, 2016
 

$

42.55

     

0.33

     

(0.20

)

   

0.13

     

(0.33

)

   

(2.33

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

46.82

     

(0.07

)(d)

   

6.48

     

6.41

     

     

(0.10

)

 
Year Ended
July 31, 2020
 

$

44.54

     

(0.05

)(d)

   

9.98

     

9.93

     

(0.05

)

   

(7.60

)

 
Year Ended
July 31, 2019
 

$

49.55

     

0.14

(d)

   

1.75

     

1.89

     

(0.12

)

   

(6.78

)

 
Year Ended
July 31, 2018
 

$

44.36

     

0.14

(d)

   

8.93

     

9.07

     

(0.05

)

   

(3.83

)

 
Year Ended
July 31, 2017
 

$

40.39

     

0.21

(d)

   

6.52

     

6.73

     

(0.37

)

   

(2.39

)

 
Year Ended
July 31, 2016
 

$

42.92

     

0.44

     

(0.24

)

   

0.20

     

(0.40

)

   

(2.33

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The shares' expenses paid indirectly decreased the expense ratio by less than 0.01%.

(f)  Prior to December 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.70% of the Institutional Shares' average daily net assets.

See notes to financial statements.


10



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Aggressive Growth Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.10

)

 

$

52.23

     

13.70

%

   

0.64

%

   

(0.24

)%

   

0.64

%

 

$

2,031,382

     

24

%

 
Year Ended
July 31, 2020
   

(7.64

)

 

$

46.02

     

26.30

%

   

0.72

%

   

(0.17

)%

   

0.72

%

 

$

1,861,282

     

64

%

 
Year Ended
July 31, 2019
   

(6.86

)

 

$

43.91

     

5.53

%

   

0.72

%

   

0.30

%

   

0.72

%

 

$

1,624,319

     

78

%

 
Year Ended
July 31, 2018
   

(4.02

)

 

$

48.92

     

21.57

%

   

0.75

%(e)

   

0.32

%

   

0.75

%(e)

 

$

1,592,944

     

57

%

 
Year Ended
July 31, 2017
   

(2.72

)

 

$

43.96

     

17.92

%

   

0.81

%(e)

   

0.57

%

   

0.81

%(e)

 

$

1,340,385

     

51

%

 
Year Ended
July 31, 2016
   

(2.66

)

 

$

40.02

     

0.36

%

   

0.85

%(e)

   

0.30

%

   

0.85

%(e)

 

$

1,208,124

     

70

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.10

)

 

$

53.13

     

13.70

%

   

0.66

%

   

(0.27

)%

   

0.74

%

 

$

14,032

     

24

%

 
Year Ended
July 31, 2020
   

(7.65

)

 

$

46.82

     

26.33

%

   

0.70

%

   

(0.13

)%

   

0.81

%

 

$

12,287

     

64

%

 
Year Ended
July 31, 2019
   

(6.90

)

 

$

44.54

     

5.56

%

   

0.70

%

   

0.32

%

   

0.83

%

 

$

11,841

     

78

%

 
Year Ended
July 31, 2018
   

(3.88

)

 

$

49.55

     

21.54

%

   

0.75

%(e)(f)

   

0.30

%

   

0.94

%(e)

 

$

11,379

     

57

%

 
Year Ended
July 31, 2017
   

(2.76

)

 

$

44.36

     

17.94

%

   

0.73

%(e)

   

0.54

%

   

0.73

%(e)

 

$

5,587

     

51

%

 
Year Ended
July 31, 2016
   

(2.73

)

 

$

40.39

     

0.51

%

   

0.70

%(e)

   

0.45

%

   

0.70

%(e)

 

$

136,361

     

70

%

 

See notes to financial statements.


11



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Aggressive Growth Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


12



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

2,026,864

   

$

   

$

   

$

2,026,864

   

Collateral for Securities Loaned

   

6,162

     

     

     

6,162

   

Total

 

$

2,033,026

   

$

   

$

   

$

2,033,026

   

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


13



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

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

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

5,975

   

$

   

$

6,162

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.


14



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

478,214

   

$

556,887

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.5

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.


15



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $750 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $750 million but not over $1.5 billion, and 0.33% of that portion of the Fund's average daily net assets over $1.5 billion. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019. Effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter, is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Large-Cap Growth Funds Index. The Lipper Large-Cap Growth Funds Index tracks the total return performance of each class within the Lipper Large-Cap Growth Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Large-Cap Growth Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance adjustments were $(367) and $(3) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.04)% and (0.04)% for Fund Shares and Institutional Shares, respectively, of average daily net assets.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.


16



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% of average daily net assets of the Fund Shares and 0.10% of average daily net assets of the Institutional Shares. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized


17



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.75% and 0.70% for Fund Shares and Institutional Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires July 31, 2022  

Expires July 31, 2023

 

Expires July 31, 2024

 

Total

 
$

3

   

$

13

   

$

5

   

$

21

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments,


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

Large-Capitalization Stock Risk — The Fund invests in large-capitalization companies. Such investments may go in and out of favor based on market and economic conditions and may underperform other market segments. Some large-capitalization companies may be unable to respond quickly to new competitive challenges and attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. As such, returns on investments in stocks of large-capitalization companies could trail the returns on investments in stocks of small- and mid-capitalization companies.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six-months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

emergency purposes. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is reflected on the Statement of Operations under Income on Interfund lending.

The Fund did not utilize or participate in the Facility during the six months ended January 31, 2021.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

At July 31, 2020, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

38,270

   

$

   

$

38,270

   

9. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


20



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,137.00

   

$

1,021.98

   

$

3.45

   

$

3.26

     

0.64

%

 

Institutional Shares

   

1,000.00

     

1,137.00

     

1,021.88

     

3.56

     

3.36

     

0.66

   

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


21



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Aggressive Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


22



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-year period ended September 30, 2020, and was below the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's longer-term underperformance. The Board also considered management's discussion of recent changes made to the Fund and the Fund's more recent improved performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


23



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board noted that the Fund has advisory fee breakpoints that allow the Fund to participate in economies of scale and that such economies of scale were currently reflected in the advisory fee. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


24



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23418-0321



JANUARY 31, 2021

Semi Annual Report

USAA Capital Growth Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    25    

Statement of Operations

    26    

Statements of Changes in Net Assets

    27    

Financial Highlights

    28    

Notes to Financial Statements

   

30

   

Supplemental Information (Unaudited)

   

39

   

Proxy Voting and Portfolio Holdings Information

    39    

Expense Examples

    39    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    40    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Capital Growth Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with capital appreciation.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.2%)

 

Australia (1.4%):

 

Consumer Discretionary (0.0%): (a)

 

Aristocrat Leisure Ltd.

   

14,374

   

$

338

   

Energy (0.1%):

 

Beach Energy Ltd.

   

504,269

     

627

   

Financials (0.3%):

 

Australia & New Zealand Banking Group Ltd.

   

33,030

     

594

   

Macquarie Group Ltd.

   

14,620

     

1,458

   
     

2,052

   

Health Care (0.2%):

 

CSL Ltd.

   

7,960

     

1,650

   

Sonic Healthcare Ltd.

   

14,722

     

385

   
     

2,035

   

Materials (0.6%):

 

BHP Group Ltd.

   

104,330

     

3,479

   

Rio Tinto Ltd.

   

14,353

     

1,201

   
     

4,680

   

Real Estate (0.2%):

 

Charter Hall Group

   

38,368

     

396

   

Scentre Group

   

608,056

     

1,260

   

Stockland

   

107,243

     

362

   
     

2,018

   
     

11,750

   

Austria (0.0%): (a)

 

Financials (0.0%):

 

Raiffeisen Bank International AG (b)

   

9,079

     

177

   

Belgium (0.4%):

 

Consumer Staples (0.1%):

 

Anheuser-Busch InBev SA

   

7,012

     

440

   

Financials (0.0%): (a)

 

KBC Group NV (b)

   

4,910

     

343

   

Health Care (0.1%):

 

UCB SA

   

5,091

     

527

   

Information Technology (0.2%):

 

Melexis NV

   

14,826

     

1,657

   

Materials (0.0%): (a)

 

Titan Cement International SA

   

21,754

     

381

   
     

3,348

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Brazil (0.2%):

 

Consumer Discretionary (0.1%):

 

Petrobras Distribuidora SA

   

61,400

   

$

261

   

Tupy SA (b)

   

106,400

     

411

   
     

672

   

Financials (0.0%): (a)

 

Banco do Estado do Rio Grande do Sul SA Preference Shares

   

122,500

     

302

   

Industrials (0.1%):

 

Randon SA Implementos e Participacoes Preference Shares

   

127,200

     

324

   

SIMPAR SA

   

60,950

     

394

   
     

718

   

Utilities (0.0%): (a)

 

Neoenergia SA

   

65,500

     

216

   
     

1,908

   

Canada (1.5%):

 

Energy (0.2%):

 

Canacol Energy Ltd.

   

80,136

     

228

   

Parex Resources, Inc. (b)

   

73,604

     

1,114

   
     

1,342

   

Financials (0.6%):

 

Manulife Financial Corp.

   

164,538

     

2,974

   

The Toronto-Dominion Bank

   

39,628

     

2,246

   
     

5,220

   

Industrials (0.3%):

 

Canadian Pacific Railway Ltd.

   

7,657

     

2,573

   

Information Technology (0.3%):

 

Constellation Software, Inc.

   

1,724

     

2,100

   

Topicus.com, Inc. (b) (d) (e)

   

3,206

     

12

   
     

2,112

   

Materials (0.1%):

 

Kirkland Lake Gold Ltd.

   

21,994

     

845

   
     

12,092

   

Chile (0.0%): (a)

 

Materials (0.0%):

 

CAP SA

   

22,071

     

281

   

China (1.1%):

 

Communication Services (0.2%):

 

Tencent Holdings Ltd.

   

18,000

     

1,604

   

Consumer Discretionary (0.3%):

 

China Kepei Education Group Ltd.

   

382,000

     

269

   

China Meidong Auto Holdings Ltd.

   

236,000

     

794

   

China Yongda Automobiles Services Holdings Ltd.

   

239,000

     

334

   

Hisense Home Appliances Group Co. Ltd. Class A

   

138,800

     

311

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Jiumaojiu International Holdings Ltd. (b) (f)

   

110,000

   

$

401

   

Minth Group Ltd.

   

60,000

     

274

   

Xiabuxiabu Catering Management China Holdings Co. Ltd. (f)

   

131,000

     

289

   
     

2,672

   

Consumer Staples (0.0%): (a)

 

Chacha Food Co. Ltd. Class A

   

32,300

     

311

   

Financials (0.2%):

 

China Merchants Bank Co. Ltd. Class H

   

192,500

     

1,474

   

Health Care (0.0%): (a)

 

Amoy Diagnostics Co. Ltd. Class A

   

21,200

     

244

   

Industrials (0.1%):

 

Binjiang Service Group Co. Ltd.

   

118,000

     

223

   

S-Enjoy Service Group Co. Ltd.

   

101,000

     

261

   

Zoomlion Heavy Industry Science and Technology Co. Ltd. Class H

   

322,600

     

441

   
     

925

   

Information Technology (0.2%):

 

21vianet Group, Inc., ADR (b)

   

12,475

     

471

   

Chinasoft International Ltd.

   

302,000

     

365

   

Flat Glass Group Co. Ltd. Class H (c)

   

80,000

     

328

   

Weimob, Inc. (b) (f)

   

155,000

     

444

   
     

1,608

   

Real Estate (0.1%):

 

Powerlong Real Estate Holdings Ltd.

   

359,000

     

234

   

Yuzhou Group Holdings Co. Ltd.

   

530,000

     

185

   
     

419

   
     

9,257

   

Denmark (0.6%):

 

Consumer Discretionary (0.0%): (a)

 

Pandora A/S

   

2,894

     

279

   

Consumer Staples (0.3%):

 

Carlsberg A/S Class B

   

3,982

     

582

   

Royal Unibrew A/S

   

16,650

     

1,644

   
     

2,226

   

Health Care (0.1%):

 

Genmab A/S (b)

   

771

     

307

   

GN Store Nord A/S

   

5,568

     

424

   
     

731

   

Industrials (0.1%):

 

AP Moller — Maersk A/S Class B

   

279

     

573

   

Utilities (0.1%):

 

Orsted A/S (f)

   

3,596

     

683

   
     

4,492

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Finland (0.1%):

 

Industrials (0.1%):

 

Metso Outotec Oyj

   

55,039

   

$

549

   

France (2.5%):

 

Communication Services (0.1%):

 

Publicis Groupe SA

   

8,931

     

462

   

Vivendi SA

   

14,347

     

441

   
     

903

   

Consumer Discretionary (0.9%):

 

Cie Generale des Etablissements Michelin SCA

   

17,672

     

2,435

   

Faurecia SE (b)

   

22,034

     

1,153

   

LVMH Moet Hennessy Louis Vuitton SE

   

5,974

     

3,611

   
     

7,199

   

Energy (0.3%):

 

Gaztransport Et Technigaz SA

   

5,880

     

536

   

TOTAL SE

   

49,661

     

2,093

   
     

2,629

   

Financials (0.2%):

 

Amundi SA (f)

   

3,632

     

270

   

AXA SA

   

21,025

     

466

   

BNP Paribas SA (b)

   

10,682

     

512

   
     

1,248

   

Health Care (0.1%):

 

Sanofi

   

4,187

     

394

   

Sartorius Stedim Biotech

   

1,043

     

436

   
     

830

   

Industrials (0.3%):

 

Alstom SA (b)

   

5,374

     

291

   

Cie de Saint-Gobain (b)

   

10,992

     

546

   

Safran SA (b)

   

10,980

     

1,380

   

Teleperformance

   

1,176

     

385

   
     

2,602

   

Information Technology (0.4%):

 

Capgemini SE

   

19,463

     

2,812

   

Worldline SA (b) (f)

   

4,636

     

392

   
     

3,204

   

Materials (0.2%):

 

Arkema SA

   

11,028

     

1,220

   

Utilities (0.0%): (a)

 

Rubis SCA

   

4,606

     

209

   
     

20,044

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Germany (1.7%):

 

Communication Services (0.1%):

 

Deutsche Telekom AG

   

43,234

   

$

769

   

Consumer Discretionary (0.1%):

 

HelloFresh SE (b) (c)

   

4,131

     

349

   

Volkswagen AG Preference Shares

   

5,354

     

1,012

   
     

1,361

   

Financials (0.4%):

 

Allianz SE

   

13,918

     

3,145

   

Hannover Rueck SE

   

1,644

     

255

   

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen Class R

   

969

     

257

   
     

3,657

   

Health Care (0.1%):

 

Fresenius Medical Care AG & Co. KGaA

   

3,645

     

295

   

Merck KGaA

   

2,615

     

435

   
     

730

   

Industrials (0.1%):

 

Deutsche Post AG Registered Shares

   

14,753

     

728

   

Siemens AG Registered Shares

   

2,826

     

438

   
     

1,166

   

Information Technology (0.4%):

 

SAP SE

   

20,723

     

2,629

   

TeamViewer AG (b) (c) (f)

   

7,185

     

372

   
     

3,001

   

Materials (0.1%):

 

Covestro AG (f)

   

4,674

     

317

   

HeidelbergCement AG

   

3,538

     

262

   
     

579

   

Real Estate (0.3%):

 

alstria office REIT-AG

   

13,922

     

239

   

LEG Immobilien AG

   

2,865

     

411

   

Vonovia SE

   

24,726

     

1,651

   
     

2,301

   

Utilities (0.1%):

 

E.ON SE

   

53,320

     

564

   
     

14,128

   

Greece (0.2%):

 

Financials (0.1%):

 

National Bank of Greece SA (b)

   

256,112

     

601

   

Industrials (0.1%):

 

Mytilineos SA

   

27,298

     

397

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Utilities (0.0%): (a)

 

Terna Energy SA

   

22,806

   

$

389

   
     

1,387

   

Hong Kong (0.8%):

 

Communication Services (0.1%):

 

iClick Interactive Asia Group Ltd., ADR (b)

   

29,142

     

413

   

Consumer Discretionary (0.0%): (a)

 

Xinyi Glass Holdings Ltd.

   

124,000

     

300

   

Consumer Staples (0.0%): (a)

 

WH Group Ltd. (f)

   

479,000

     

388

   

Financials (0.3%):

 

AIA Group Ltd.

   

176,000

     

2,122

   

BOC Hong Kong Holdings Ltd.

   

101,000

     

302

   

Guotai Junan International Holdings Ltd.

   

1,462,000

     

231

   
     

2,655

   

Industrials (0.1%):

 

Johnson Electric Holdings Ltd.

   

104,000

     

307

   

Orient Overseas International Ltd. (c)

   

24,500

     

210

   

   

517

   

Real Estate (0.3%):

 

CK Asset Holdings Ltd.

   

400,000

     

1,996

   

Sun Hung Kai Properties Ltd.

   

22,500

     

307

   
     

2,303

   

   

6,576

   

India (0.6%):

 

Consumer Discretionary (0.0%): (a)

 

Garware Technical Fibres Ltd.

   

8,727

     

269

   

Energy (0.0%): (a)

 

Petronet LNG Ltd.

   

85,296

     

277

   

Financials (0.2%):

 

Cholamandalam Investment and Finance Co. Ltd.

   

78,947

     

429

   

Federal Bank Ltd. (b)

   

366,403

     

363

   

LIC Housing Finance Ltd.

   

71,410

     

386

   
     

1,178

   

Health Care (0.1%):

 

Alkem Laboratories Ltd.

   

6,750

     

278

   

Sequent Scientific Ltd. (b)

   

197,190

     

565

   
     

843

   

Industrials (0.1%):

 

Ashoka Buildcon Ltd. (b)

   

181,362

     

216

   

Polycab India Ltd.

   

18,319

     

306

   

RITES Ltd.

   

53,740

     

187

   
     

709

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.1%):

 

Mphasis Ltd.

   

16,655

   

$

348

   

Materials (0.1%):

 

APL Apollo Tubes Ltd. (b)

   

28,870

     

358

   

EPL Ltd.

   

72,009

     

242

   

JK Lakshmi Cement Ltd.

   

76,939

     

335

   

Mishra Dhatu Nigam Ltd. (f)

   

86,223

     

222

   
     

1,157

   

Utilities (0.0%): (a)

 

CESC Ltd.

   

40,719

     

340

   
     

5,121

   

Indonesia (0.1%):

 

Financials (0.1%):

 

PT Bank Danamon Indonesia Tbk

   

1,625,200

     

331

   

Industrials (0.0%): (a)

 

PT Buana Lintas Lautan Tbk (b)

   

12,197,100

     

320

   

Materials (0.0%): (a)

 

PT Merdeka Copper Gold Tbk (b)

   

1,803,000

     

326

   
     

977

   

Ireland (1.0%):

 

Health Care (0.1%):

 

ICON PLC (b)

   

3,576

     

729

   

Industrials (0.5%):

 

DCC PLC

   

4,385

     

330

   

Eaton Corp. PLC

   

22,358

     

2,632

   

Experian PLC (c)

   

28,971

     

1,012

   
     

3,974

   

Information Technology (0.4%):

 

Accenture PLC Class A

   

12,873

     

3,114

   
     

7,817

   

Isle of Man (0.0%): (a)

 

Real Estate (0.0%): (a)

 

NEPI Rockcastle PLC

   

1

     

(g)

 

Italy (1.1%):

 

Energy (0.2%):

 

Snam SpA (c)

   

259,671

     

1,362

   

Financials (0.2%):

 

Banca Generali SpA (b)

   

41,836

     

1,297

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Health Care (0.2%):

 

Recordati Industria Chimica e Farmaceutica SpA

   

31,869

   

$

1,649

   

Industrials (0.0%): (a)

 

Leonardo SpA

   

39,600

     

274

   

Utilities (0.5%):

 

ACEA SpA

   

18,356

     

363

   

Enel SpA

   

396,510

     

3,932

   
     

4,295

   
     

8,877

   

Japan (6.2%):

 

Communication Services (0.6%):

 

Capcom Co. Ltd.

   

26,800

     

1,682

   

Kakaku.com, Inc.

   

49,000

     

1,419

   

KDDI Corp.

   

20,200

     

594

   

Nintendo Co. Ltd.

   

1,200

     

691

   

Nippon Telegraph & Telephone Corp.

   

28,100

     

702

   
     

5,088

   

Consumer Discretionary (1.0%):

 

Hikari Tsushin, Inc.

   

2,600

     

545

   

Nitori Holdings Co. Ltd.

   

1,300

     

258

   

Sony Corp.

   

23,200

     

2,221

   

Toyo Tire Corp.

   

19,600

     

298

   

Toyota Motor Corp.

   

70,300

     

4,931

   
     

8,253

   

Consumer Staples (0.4%):

 

Kobe Bussan Co. Ltd.

   

19,900

     

551

   

Seven & i Holdings Co. Ltd.

   

8,300

     

317

   

Toyo Suisan Kaisha Ltd.

   

42,900

     

2,112

   
     

2,980

   

Financials (0.7%):

 

JAFCO Group Co. Ltd.

   

19,900

     

1,076

   

Mitsubishi UFJ Financial Group, Inc.

   

341,300

     

1,542

   

Mizuho Financial Group, Inc.

   

41,420

     

546

   

Nomura Holdings, Inc.

   

59,400

     

314

   

ORIX Corp.

   

48,100

     

772

   

Sumitomo Mitsui Financial Group, Inc.

   

9,300

     

289

   

Sumitomo Mitsui Trust Holdings, Inc.

   

7,000

     

209

   

Tokio Marine Holdings, Inc.

   

24,700

     

1,214

   
     

5,962

   

Health Care (0.6%):

 

Hoya Corp.

   

15,400

     

1,971

   

Ono Pharmaceutical Co. Ltd.

   

17,600

     

525

   

Shionogi & Co. Ltd.

   

37,900

     

2,058

   
     

4,554

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Industrials (1.4%):

 

en-japan, Inc.

   

32,000

   

$

917

   

Fuji Electric Co. Ltd.

   

25,700

     

1,024

   

ITOCHU Corp.

   

91,500

     

2,621

   

Mitsubishi Electric Corp.

   

25,900

     

395

   

Mitsui & Co. Ltd.

   

26,200

     

486

   

Nippon Yusen KK

   

59,500

     

1,371

   

Obayashi Corp.

   

32,800

     

275

   

OKUMA Corp.

   

30,500

     

1,831

   

Sanwa Holdings Corp.

   

141,900

     

1,618

   

Secom Co. Ltd.

   

4,100

     

372

   

Taisei Corp.

   

7,300

     

237

   

Yamato Holdings Co. Ltd.

   

10,700

     

265

   
     

11,412

   

Information Technology (1.0%):

 

Anritsu Corp.

   

14,600

     

360

   

Fujitsu Ltd.

   

19,300

     

2,945

   

Hitachi Ltd.

   

10,500

     

433

   

Murata Manufacturing Co. Ltd.

   

8,700

     

836

   

Obic Co. Ltd.

   

2,300

     

430

   

Oracle Corp.

   

15,800

     

1,862

   

Tokyo Electron Ltd.

   

1,600

     

608

   

Ulvac, Inc.

   

21,700

     

981

   
     

8,455

   

Materials (0.1%):

 

Rengo Co. Ltd.

   

35,300

     

294

   

Shin-Etsu Chemical Co. Ltd.

   

2,300

     

400

   

Tosoh Corp.

   

19,100

     

328

   
     

1,022

   

Real Estate (0.2%):

 

Daiwa House Industry Co. Ltd.

   

10,900

     

309

   

Open House Co. Ltd.

   

8,000

     

322

   

Sumitomo Realty & Development Co. Ltd.

   

25,600

     

773

   
     

1,404

   

Utilities (0.2%):

 

Chubu Electric Power Co., Inc.

   

78,500

     

962

   

Osaka Gas Co. Ltd.

   

18,400

     

340

   
     

1,302

   
     

50,432

   

Jersey (0.0%): (a)

 

Consumer Discretionary (0.0%): (a)

 

boohoo Group PLC (b)

   

70,177

     

324

   

Korea, Republic Of (1.0%):

 

Communication Services (0.0%): (a)

 

AfreecaTV Co. Ltd.

   

5,409

     

298

   

See notes to financial statements.


11



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Consumer Discretionary (0.0%): (a)

 

Danawa Co. Ltd. (b)

   

9,672

   

$

273

   

Consumer Staples (0.1%):

 

Cosmax, Inc. (b)

   

3,168

     

291

   

Newtree Co. Ltd. (b)

   

11,962

     

279

   

Orion Corp.

   

2,100

     

225

   
     

795

   

Financials (0.1%):

 

DB Insurance Co. Ltd.

   

5,821

     

192

   

KIWOOM Securities Co. Ltd.

   

3,125

     

393

   
     

585

   

Health Care (0.2%):

 

Classys, Inc.

   

19,691

     

276

   

Daewon Pharmaceutical Co. Ltd. (b)

   

15,557

     

242

   

Hugel, Inc. (b)

   

1,711

     

300

   

Huons Co. Ltd.

   

2,137

     

105

   

I-Sens, Inc.

   

8,085

     

181

   

Samjin Pharmaceutical Co. Ltd. (b)

   

10,638

     

232

   
     

1,336

   

Industrials (0.3%):

 

CJ Corp.

   

3,267

     

275

   

CJ Logistics Corp. (b)

   

2,056

     

308

   

CS Wind Corp.

   

1,863

     

266

   

Hanwha Aerospace Co. Ltd. (b)

   

13,303

     

484

   

Jinsung T.E.C. (b)

   

26,909

     

257

   

Pan Ocean Co. Ltd. (b)

   

67,774

     

276

   

Posco International Corp.

   

18,756

     

277

   
     

2,143

   

Information Technology (0.2%):

 

Hana Materials, Inc.

   

9,284

     

224

   

Silicon Works Co. Ltd.

   

5,345

     

324

   

TES Co. Ltd.

   

14,764

     

379

   

WONIK IPS Co. Ltd. (b)

   

8,267

     

352

   
     

1,279

   

Materials (0.1%):

 

Hansol Chemical Co. Ltd.

   

2,827

     

485

   

SK Materials Co. Ltd.

   

1,427

     

393

   

Soulbrain Holdings Co. Ltd.

   

9,801

     

385

   
     

1,263

   
     

7,972

   

Luxembourg (0.1%):

 

Health Care (0.0%): (a)

 

Eurofins Scientific SE (b)

   

3,700

     

355

   

See notes to financial statements.


12



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Materials (0.1%):

 

ArcelorMittal SA (b)

   

14,659

   

$

321

   

Ternium SA, ADR (b)

   

13,256

     

351

   
     

672

   
     

1,027

   

Malaysia (0.1%):

 

Financials (0.1%):

 

Hong Leong Financial Group Bhd

   

85,000

     

343

   

Industrials (0.0%): (a)

 

MMC Corp. Bhd

   

1,495,100

     

285

   
     

628

   

Mexico (0.2%):

 

Financials (0.0%): (a)

 

Banco del Bajio SA (b) (f)

   

302,479

     

365

   

Industrials (0.1%):

 

Controladora Vuela Cia de Aviacion SAB de CV, ADR (b)

   

23,765

     

268

   

Grupo Aeroportuario del Centro Norte SAB de CV, ADR (b) (c)

   

6,396

     

298

   

Grupo Traxion SAB de CV (b) (f)

   

345,548

     

331

   
     

897

   

Real Estate (0.1%):

 

Concentradora Fibra Danhos SA de CV

   

307,991

     

368

   
     

1,630

   

Netherlands (1.9%):

 

Communication Services (0.2%):

 

Koninklijke KPN NV

   

537,587

     

1,679

   

Consumer Discretionary (0.1%):

 

Prosus NV

   

6,677

     

780

   

Consumer Staples (0.1%):

 

Koninklijke Ahold Delhaize NV

   

27,395

     

786

   

Financials (0.3%):

 

ING Groep NV (b)

   

195,891

     

1,741

   

NN Group NV

   

9,767

     

407

   
     

2,148

   

Health Care (0.0%): (a)

 

QIAGEN NV (b)

   

5,503

     

299

   

Industrials (0.2%):

 

Wolters Kluwer NV

   

17,721

     

1,472

   

Information Technology (0.3%):

 

ASM International NV

   

6,380

     

1,634

   
ASML Holding NV    

828

     

442

   

STMicroelectronics NV

   

18,655

     

748

   
     

2,824

   

See notes to financial statements.


13



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Materials (0.7%):

 

Akzo Nobel NV

   

2,712

   

$

276

   

LyondellBasell Industries NV Class A

   

58,958

     

5,056

   
     

5,332

   
     

15,320

   

New Zealand (0.2%):

 

Health Care (0.2%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

55,081

     

1,365

   
     

1,365

   

Norway (0.3%):

 

Energy (0.1%):

 

Aker BP ASA

   

24,935

     

620

   

Financials (0.2%):

 

SpareBank 1 SMN

   

131,559

     

1,533

   
     

2,153

   

Philippines (0.1%):

 

Financials (0.1%):

 

Metropolitan Bank & Trust Co.

   

400,030

     

374

   

Real Estate (0.0%): (a)

 

Filinvest Land, Inc.

   

12,846,000

     

296

   
     

670

   

Poland (0.1%):

 

Financials (0.1%):

 

Bank Polska Kasa Opieki SA (b)

   

18,795

     

320

   

Industrials (0.0%): (a)

 

Famur SA (b)

   

418,053

     

289

   
     

609

   

Portugal (0.1%):

 

Communication Services (0.0%): (a)

 

NOS SGPS SA

   

42,446

     

146

   

Energy (0.1%):

 

Galp Energia SGPS SA

   

30,962

     

311

   
     

457

   

Russian Federation (0.0%): (a)

 

Consumer Discretionary (0.0%): (a)

 

Detsky Mir PJSC (f)

   

168,020

     

317

   

Singapore (0.2%):

 

Consumer Discretionary (0.0%): (a)

 

Genting Singapore Ltd.

   

482,000

     

309

   

Consumer Staples (0.1%):

 

Wilmar International Ltd.

   

92,000

     

364

   

See notes to financial statements.


14



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (0.1%):

 

DBS Group Holdings Ltd.

   

22,700

   

$

428

   

Singapore Exchange Ltd.

   

58,500

     

435

   
     

863

   

Real Estate (0.0%): (a)

 

Ascendas India Trust

   

278,800

     

315

   
     

1,851

   

South Africa (0.1%):

 

Consumer Discretionary (0.0%): (a)

 

Mr Price Group Ltd.

   

24,886

     

283

   

Financials (0.0%): (a)

 

Transaction Capital Ltd. (b)

   

204,447

     

324

   

Materials (0.1%):

 

Impala Platinum Holdings Ltd.

   

34,720

     

470

   
     

1,077

   

Spain (0.4%):

 

Communication Services (0.2%):

 

Telefonica SA

   

413,709

     

1,785

   

Industrials (0.1%):

 

ACS Actividades de Construccion y Servicios SA

   

18,298

     

570

   

Utilities (0.1%):

 

EDP Renovaveis SA

   

22,660

     

621

   
     

2,976

   

Sweden (0.8%):

 

Consumer Staples (0.1%):

 

Swedish Match AB

   

7,235

     

558

   

Financials (0.0%): (a)

 

Skandinaviska Enskilda Banken AB Class A (b)

   

36,870

     

402

   

Industrials (0.5%):

 

Atlas Copco AB Class B

   

65,439

     

3,065

   

Sandvik AB (b)

   

15,138

     

377

   
SKF AB B Shares    

17,631

     

483

   

Volvo AB Class B

   

23,152

     

571

   
     

4,496

   

Information Technology (0.1%):

 

Telefonaktiebolaget LM Ericsson Class B

   

35,257

     

444

   

Materials (0.1%):

 

Boliden AB

   

13,847

     

454

   

Real Estate (0.0%): (a)

 

Fastighets AB Balder Class B (b)

   

5,345

     

267

   
     

6,621

   

See notes to financial statements.


15



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Switzerland (3.9%):

 

Consumer Staples (1.1%):

 

Coca-Cola HBC AG

   

47,698

   

$

1,408

   

Nestle SA Registered Shares

   

65,024

     

7,291

   
     

8,699

   

Financials (0.8%):

 

Cembra Money Bank AG

   

11,903

     

1,293

   

Julius Baer Group Ltd.

   

8,216

     

497

   

Partners Group Holding AG

   

1,572

     

1,857

   

Swiss Life Holding AG

   

2,239

     

1,021

   

UBS Group AG

   

142,645

     

2,057

   
     

6,725

   

Health Care (1.5%):

 

Lonza Group AG Registered Shares

   

827

     

528

   

Novartis AG Registered Shares

   

59,093

     

5,352

   

Roche Holding AG

   

17,110

     

5,907

   
     

11,787

   

Industrials (0.3%):

 

Adecco Group AG

   

43,930

     

2,745

   

Information Technology (0.1%):

 

Logitech International SA Class R

   

9,396

     

976

   

Materials (0.1%):

 

LafargeHolcim Ltd.

   

7,691

     

416

   
     

31,348

   

Taiwan (0.8%):

 

Consumer Discretionary (0.1%):

 

Makalot Industrial Co. Ltd.

   

49,000

     

328

   

Topkey Corp.

   

60,000

     

301

   
     

629

   

Financials (0.0%): (a)

 

Chailease Holding Co. Ltd.

   

18,100

     

100

   

Industrials (0.1%):

 

Chicony Power Technology Co. Ltd.

   

116,000

     

290

   

Sunonwealth Electric Machine Industry Co. Ltd.

   

169,000

     

315

   

Yang Ming Marine Transport Corp. (b)

   

328,000

     

231

   
     

836

   

Information Technology (0.5%):

 

A-DATA Technology Co. Ltd.

   

121,000

     

298

   

Chipbond Technology Corp.

   

144,000

     

354

   

Ennoconn Corp.

   

21,966

     

203

   

FLEXium Interconnect, Inc.

   

107,000

     

453

   

Foxsemicon Integrated Technology, Inc.

   

56,000

     

430

   

General Interface Solution Holding Ltd.

   

66,000

     

265

   

See notes to financial statements.


16



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Lelon Electronics Corp.

   

185,000

   

$

448

   

Lotes Co. Ltd.

   

17,000

     

314

   

Parade Technologies Ltd.

   

9,000

     

386

   

Phison Electronics Corp.

   

22,000

     

296

   

Powertech Technology, Inc.

   

69,000

     

239

   

Sigurd Microelectronics Corp.

   

206,000

     

358

   

Tripod Technology Corp.

   

80,000

     

366

   

Zhen Ding Technology Holding Ltd.

   

57,000

     

231

   
     

4,641

   

Materials (0.1%):

 

Taiwan Hon Chuan Enterprise Co. Ltd.

   

129,000

     

261

   

Tung Ho Steel Enterprise Corp.

   

323,000

     

362

   
     

623

   
     

6,829

   

Thailand (0.1%):

 

Consumer Staples (0.0%): (a)

 

Carabao Group PCL

   

74,800

     

362

   

Real Estate (0.1%):

 

AP Thailand PCL

   

1,590,000

     

384

   
     

746

   

Turkey (0.1%):

 

Consumer Staples (0.0%): (a)

 

Anadolu Efes Biracilik Ve Malt Sanayii A/S

   

99,852

     

338

   

Financials (0.1%):

 

AvivaSA Emeklilik ve Hayat A/S

   

184,320

     

489

   
     

827

   

United Kingdom (4.3%):

 

Communication Services (0.2%):

 

ITV PLC (b)

   

1,152,389

     

1,665

   

Consumer Discretionary (0.4%):

 

Barratt Developments PLC (b)

   

48,096

     

419

   

Next PLC (b)

   

17,348

     

1,831

   

Stellantis NV

   

43,413

     

660

   
     

2,910

   

Consumer Staples (0.9%):

 

British American Tobacco PLC

   

14,358

     

522

   

Diageo PLC

   

52,583

     

2,111

   

Imperial Brands PLC

   

76,843

     

1,542

   

Tate & Lyle PLC

   

40,753

     

384

   

Tesco PLC

   

241,904

     

791

   

Unilever PLC

   

27,836

     

1,621

   
     

6,971

   

See notes to financial statements.


17



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Energy (0.5%):

 
BP PLC    

518,219

   

$

1,925

   

Cairn Energy PLC (b)

   

125,070

     

309

   

Royal Dutch Shell PLC Class A

   

123,668

     

2,288

   
     

4,522

   

Financials (1.0%):

 
3i Group PLC    

46,688

     

708

   

Aon PLC Class A

   

12,516

     

2,542

   

Barclays PLC

   

194,169

     

354

   

Close Brothers Group PLC

   

85,848

     

1,654

   

HSBC Holdings PLC

   

163,321

     

855

   

Legal & General Group PLC

   

572,693

     

1,904

   

Standard Chartered PLC

   

54,599

     

330

   
     

8,347

   

Health Care (0.2%):

 

AstraZeneca PLC

   

3,398

     

347

   

Hikma Pharmaceuticals PLC

   

16,272

     

534

   

Smith & Nephew PLC

   

45,944

     

967

   
     

1,848

   

Industrials (0.2%):

 

Ashtead Group PLC

   

14,048

     

705

   

BAE Systems PLC

   

92,964

     

586

   
     

1,291

   

Materials (0.9%):

 

Anglo American PLC

   

34,527

     

1,136

   

Evraz PLC

   

315,863

     

2,159

   

Rio Tinto PLC

   

52,338

     

3,970

   
     

7,265

   
     

34,819

   

United States (64.9%):

 

Communication Services (5.0%):

 

Activision Blizzard, Inc.

   

34,179

     

3,110

   

Alphabet, Inc. Class C (b)

   

4,445

     

8,160

   

AT&T, Inc.

   

119,743

     

3,428

   

Charter Communications, Inc. Class A (b)

   

4,301

     

2,613

   

Comcast Corp. Class A

   

72,083

     

3,573

   

Facebook, Inc. Class A (b)

   

20,966

     

5,416

   

Match Group, Inc. (b)

   

19,026

     

2,661

   

Sirius XM Holdings, Inc. (c)

   

369,079

     

2,311

   

T-Mobile U.S., Inc. (b)

   

20,680

     

2,607

   

Verizon Communications, Inc.

   

60,897

     

3,334

   

Zillow Group, Inc. Class C (b)

   

22,724

     

2,965

   
     

40,178

   

Consumer Discretionary (6.7%):

 

Amazon.com, Inc. (b)

   

2,943

     

9,436

   

AutoZone, Inc. (b)

   

2,153

     

2,408

   

See notes to financial statements.


18



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Booking Holdings, Inc. (b)

   

1,350

   

$

2,625

   

Dollar General Corp.

   

12,161

     

2,367

   

Domino's Pizza, Inc.

   

6,196

     

2,297

   

eBay, Inc.

   

52,792

     

2,983

   

Ford Motor Co. (b)

   

289,642

     

3,050

   

General Motors Co.

   

62,658

     

3,175

   

Lennar Corp. Class A

   

32,532

     

2,705

   

Lowe's Cos., Inc.

   

19,784

     

3,301

   

O'Reilly Automotive, Inc. (b)

   

5,452

     

2,320

   

Peloton Interactive, Inc. Class A (b)

   

22,599

     

3,302

   

Tesla, Inc. (b)

   

8,582

     

6,810

   

The Home Depot, Inc.

   

28,144

     

7,622

   
     

54,401

   

Consumer Staples (3.8%):

 

Altria Group, Inc.

   

68,249

     

2,804

   

Colgate-Palmolive Co.

   

31,327

     

2,444

   

Kimberly-Clark Corp.

   

18,078

     

2,388

   

Monster Beverage Corp. (b)

   

28,932

     

2,512

   

Philip Morris International, Inc.

   

76,001

     

6,053

   

The Clorox Co.

   

23,602

     

4,944

   

The Kroger Co.

   

75,027

     

2,588

   

The Procter & Gamble Co.

   

29,074

     

3,728

   

Walgreens Boots Alliance, Inc.

   

65,180

     

3,275

   
     

30,736

   

Energy (2.0%):

 

Cabot Oil & Gas Corp.

   

135,841

     

2,490

   

Chevron Corp.

   

38,181

     

3,253

   

ConocoPhillips

   

130,371

     

5,219

   

Halliburton Co.

   

148,474

     

2,618

   

Phillips 66

   

41,125

     

2,788

   
     

16,368

   

Financials (8.1%):

 

AGNC Investment Corp.

   

8,993

     

140

   

Annaly Capital Management, Inc.

   

23,060

     

187

   

Berkshire Hathaway, Inc. Class B (b)

   

17,520

     

3,992

   

Brown & Brown, Inc.

   

49,553

     

2,135

   

Capital One Financial Corp.

   

29,956

     

3,123

   

First Republic Bank

   

17,863

     

2,590

   

KeyCorp

   

151,629

     

2,557

   

MarketAxess Holdings, Inc.

   

4,622

     

2,499

   

Marsh & McLennan Cos., Inc.

   

22,758

     

2,501

   

MetLife, Inc.

   

55,830

     

2,688

   

Moody's Corp.

   

9,149

     

2,436

   

Morgan Stanley

   

47,162

     

3,162

   

MSCI, Inc.

   

12,207

     

4,826

   

Prudential Financial, Inc.

   

33,338

     

2,610

   

S&P Global, Inc.

   

16,042

     

5,085

   

State Street Corp.

   

35,850

     

2,510

   

See notes to financial statements.


19



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

SVB Financial Group (b)

   

13,550

   

$

5,932

   

T. Rowe Price Group, Inc.

   

17,514

     

2,741

   

The Allstate Corp.

   

24,431

     

2,619

   

The Goldman Sachs Group, Inc.

   

12,240

     

3,319

   

The Progressive Corp.

   

54,569

     

4,758

   

Wells Fargo & Co.

   

113,467

     

3,390

   
     

65,800

   

Health Care (11.3%):

 

AbbVie, Inc.

   

33,329

     

3,415

   

Amgen, Inc.

   

26,711

     

6,449

   

Anthem, Inc.

   

8,772

     

2,605

   

Biogen, Inc. (b)

   

21,202

     

5,992

   

Bio-Rad Laboratories, Inc. Class A (b)

   

4,044

     

2,320

   

Bristol-Myers Squibb Co.

   

49,758

     

3,057

   

Cerner Corp.

   

33,020

     

2,645

   

Cigna Corp.

   

13,222

     

2,870

   

CVS Health Corp.

   

42,465

     

3,043

   

Danaher Corp.

   

13,476

     

3,205

   

DexCom, Inc. (b)

   

7,376

     

2,765

   

Eli Lilly & Co.

   

20,751

     

4,316

   

Gilead Sciences, Inc.

   

45,613

     

2,992

   

HCA Healthcare, Inc.

   

16,984

     

2,760

   

IDEXX Laboratories, Inc. (b)

   

5,588

     

2,675

   

Johnson & Johnson

   

59,061

     

9,635

   

Merck & Co., Inc.

   

41,719

     

3,215

   

Mettler-Toledo International, Inc. (b)

   

2,139

     

2,499

   

Pfizer, Inc.

   

94,273

     

3,384

   

ResMed, Inc.

   

11,495

     

2,317

   

Thermo Fisher Scientific, Inc.

   

7,062

     

3,599

   

UnitedHealth Group, Inc.

   

23,604

     

7,874

   

Veeva Systems, Inc. Class A (b)

   

9,253

     

2,558

   

Waters Corp. (b)

   

10,561

     

2,795

   

West Pharmaceutical Services, Inc.

   

8,442

     

2,528

   
     

91,513

   

Industrials (5.4%):

 

3M Co.

   

33,120

     

5,818

   

Bizlink Holding, Inc.

   

38,000

     

419

   

Carrier Global Corp.

   

61,646

     

2,373

   

CSX Corp.

   

29,869

     

2,561

   

Cummins, Inc.

   

10,910

     

2,558

   

Equifax, Inc.

   

13,716

     

2,429

   

FedEx Corp.

   

9,292

     

2,187

   

Fortune Brands Home & Security, Inc.

   

27,683

     

2,388

   

General Dynamics Corp.

   

16,747

     

2,456

   

Illinois Tool Works, Inc.

   

12,757

     

2,478

   

Lockheed Martin Corp.

   

7,394

     

2,380

   

Northrop Grumman Corp.

   

8,467

     

2,427

   

Old Dominion Freight Line, Inc.

   

11,536

     

2,238

   

Otis Worldwide Corp.

   

36,666

     

2,370

   

See notes to financial statements.


20



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Rockwell Automation, Inc.

   

9,914

   

$

2,464

   

Rollins, Inc.

   

59,939

     

2,159

   

Verisk Analytics, Inc.

   

11,927

     

2,189

   

W.W. Grainger, Inc.

   

5,752

     

2,096

   
     

43,990

   

Information Technology (17.4%):

 

Adobe, Inc. (b)

   

14,991

     

6,877

   

Apple, Inc.

   

328,934

     

43,406

   

Applied Materials, Inc.

   

35,775

     

3,459

   

Broadcom, Inc.

   

8,206

     

3,697

   

Cadence Design Systems, Inc. (b)

   

21,780

     

2,840

   

CDW Corp.

   

17,689

     

2,329

   

Cisco Systems, Inc.

   

79,149

     

3,528

   

Cognizant Technology Solutions Corp. Class A

   

34,535

     

2,692

   

Coupa Software, Inc. (b)

   

7,902

     

2,449

   

DocuSign, Inc. (b)

   

11,546

     

2,689

   

HP, Inc.

   

242,205

     

5,895

   

Intel Corp.

   

74,361

     

4,128

   

International Business Machines Corp.

   

24,947

     

2,971

   

Intuit, Inc.

   

7,818

     

2,824

   

Lam Research Corp.

   

12,200

     

5,904

   

Mastercard, Inc. Class A

   

11,637

     

3,681

   

Micron Technology, Inc. (b)

   

44,610

     

3,492

   

Microsoft Corp.

   

48,351

     

11,216

   

NVIDIA Corp.

   

14,928

     

7,756

   

Oracle Corp.

   

52,790

     

3,190

   

Square, Inc. Class A (b)

   

14,268

     

3,081

   

Texas Instruments, Inc.

   

19,657

     

3,257

   

The Trade Desk, Inc. Class A (b)

   

3,140

     

2,405

   

VeriSign, Inc. (b)

   

12,395

     

2,406

   

VMware, Inc. Class A (b) (c)

   

16,555

     

2,282

   

Zoom Video Communications, Inc. Class A (b)

   

6,331

     

2,356

   
     

140,810

   

Materials (1.2%):

 

Air Products & Chemicals, Inc.

   

9,655

     

2,576

   

Ball Corp.

   

25,237

     

2,221

   

Newmont Corp.

   

40,818

     

2,433

   

The Sherwin-Williams Co.

   

3,610

     

2,497

   
     

9,727

   

Real Estate (1.7%):

 

Alexandria Real Estate Equities, Inc.

   

2,033

     

340

   

American Tower Corp.

   

7,133

     

1,622

   

AvalonBay Communities, Inc.

   

2,249

     

368

   

Boston Properties, Inc.

   

2,359

     

215

   

Camden Property Trust

   

1,568

     

160

   

CBRE Group, Inc. Class A (b)

   

5,359

     

327

   

Crown Castle International Corp.

   

6,757

     

1,076

   

Digital Realty Trust, Inc.

   

4,324

     

622

   

See notes to financial statements.


21



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Duke Realty Corp.

   

5,923

   

$

234

   

Equinix, Inc.

   

1,431

     

1,059

   

Equity LifeStyle Properties, Inc.

   

2,781

     

169

   

Equity Residential

   

5,934

     

366

   

Essex Property Trust, Inc.

   

1,043

     

250

   

Extra Space Storage, Inc.

   

2,073

     

236

   

Federal Realty Investment Trust

   

1,160

     

102

   

Healthpeak Properties, Inc.

   

8,613

     

255

   

Host Hotels & Resorts, Inc.

   

11,254

     

153

   

Invitation Homes, Inc.

   

8,808

     

260

   

Iron Mountain, Inc.

   

4,613

     

155

   

Jones Lang LaSalle, Inc. (b)

   

830

     

121

   

Medical Properties Trust, Inc.

   

8,458

     

179

   

Mid-America Apartment Communities, Inc.

   

1,841

     

244

   

National Retail Properties, Inc.

   

2,744

     

107

   

Omega Healthcare Investors, Inc.

   

3,657

     

132

   

Prologis, Inc.

   

11,933

     

1,232

   

Public Storage

   

2,538

     

578

   

Realty Income Corp.

   

5,546

     

328

   

Regency Centers Corp.

   

2,733

     

129

   

SBA Communications Corp.

   

1,807

     

486

   

Simon Property Group, Inc.

   

4,925

     

458

   

Sun Communities, Inc.

   

1,589

     

227

   

UDR, Inc.

   

4,710

     

181

   

Ventas, Inc.

   

5,995

     

276

   

VEREIT, Inc.

   

3,439

     

121

   

VICI Properties, Inc.

   

7,533

     

190

   

Vornado Realty Trust

   

2,617

     

104

   

W.P. Carey, Inc.

   

2,782

     

185

   

Welltower, Inc.

   

6,691

     

405

   

Weyerhaeuser Co.

   

11,974

     

373

   
     

14,025

   

Utilities (2.3%):

 

Duke Energy Corp.

   

29,738

     

2,795

   

Eversource Energy

   

26,987

     

2,361

   

Exelon Corp.

   

60,605

     

2,519

   

NextEra Energy, Inc.

   

40,094

     

3,242

   

NRG Energy, Inc.

   

74,426

     

3,082

   

The AES Corp.

   

111,399

     

2,717

   

WEC Energy Group, Inc.

   

25,001

     

2,223

   
     

18,939

   
     

526,487

   

Total Common Stocks (Cost $636,545)

   

805,266

   

Rights (0.0%)

 

Korea, Republic Of (0.0%):

 

Industrials (0.0%):

 

CS Wind Corp. Expires 02/01/21 (b) (h)

   

409

     

   

See notes to financial statements.


22



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Spain (0.0%): (a)

 

Industrials (0.0%): (a)

 

ACS Actividades de Construccion y Servicios SA Expires 02/08/21 (b)

   

18,654

   

$

9

   

Taiwan (0.0%): (a)

 

Consumer Discretionary (0.0%): (a)

 

Makalot Industrial Co. Ltd. Expires 03/12/21 (b) (d) (h)

   

3,675

     

7

   

Total Rights (Cost $11)

   

16

   

Exchange-Traded Funds (0.2%)

 

United States (0.2%):

 

iShares Core MSCI EAFE ETF

   

19,056

     

1,307

   

Total Exchange-Traded Funds (Cost $1,338)

   

1,307

   

Collateral for Securities Loaned^ (0.8%)

 

United States (0.8%):

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (i)
   

1,340,381

     

1,340

   
Goldman Sachs Financial Square Government Fund
Institutional Shares, 0.03% (i)
   

938,783

     

939

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (i)

   

4,494,042

     

4,494

   

Total Collateral for Securities Loaned (Cost $6,773)

   

6,773

   

Total Investments (Cost $644,667) — 100.2%

   

813,362

   

Liabilities in excess of other assets — (0.2)%

   

(1,660

)

 

NET ASSETS — 100.00%

 

$

811,702

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

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

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were less than 0.05% of the Fund's net assets.

(e)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of the Fund's net assets as of January 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(f)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $4,791 (thousands) and amounted to 0.6% of net assets.

(g)  Rounds to less than $1 thousand.

(h)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of the Fund's net assets as of January 31, 2021. (See Note 2 in the Notes to Financial Statements)

See notes to financial statements.


23



USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

(i)  Rate disclosed is the daily yield on January 31, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PCL — Public Company Limited

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.


24



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Capital
Growth Fund
 

Assets:

 

Investments, at value (Cost $644,667)

 

$

813,362

(a)

 

Foreign currency, at value (Cost $1,366)

   

1,367

   

Cash and cash equivalents

   

2,462

   

Receivables:

 

Interest and dividends

   

649

   

Capital shares issued

   

308

   

Investments sold

   

2,235

   

Reclaims

   

643

   

Prepaid expenses

   

23

   

Total assets

   

821,049

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

6,773

   

Investments purchased

   

713

   

Capital shares redeemed

   

850

   

Accrued foreign capital gains taxes

   

106

   

Accrued expenses and other payables:

 

Investment advisory fees

   

506

   

Administration fees

   

106

   

Custodian fees

   

38

   

Transfer agent fees

   

209

   

Compliance fees

   

(b)

 

Other accrued expenses

   

46

   

Total liabilities

   

9,347

   

Net Assets:

 

Capital

   

628,695

   

Total accumulated earnings/(loss)

   

183,007

   

Net assets

 

$

811,702

   

Net Assets

 

Fund Shares

 

$

804,771

   

Institutional Shares

   

6,931

   

Total

 

$

811,702

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

68,719

   

Institutional Shares

   

588

   

Total

   

69,307

   

Net asset value, offering and redemption price per share: (c)

 

Fund Shares

 

$

11.71

   

Institutional Shares

 

$

11.79

   

(a)  Includes $6,365 of securities on loan.

(b)  Rounds to less than $1 thousand.

(c)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


25



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Capital
Growth Fund
 

Investment Income:

 

Dividends

 

$

7,581

   

Interest

   

(a)

 

Securities lending (net of fees)

   

18

   

Foreign tax withholding

   

(314

)

 

Total income

   

7,285

   

Expenses:

 

Investment advisory fees

   

2,785

   

Administration fees — Fund Shares

   

592

   

Administration fees — Institutional Shares

   

4

   

Sub-Administration fees

   

37

   

Custodian fees

   

102

   

Transfer agent fees — Fund Shares

   

618

   

Transfer agent fees — Institutional Shares

   

4

   

Trustees' fees

   

26

   

Compliance fees

   

3

   

Legal and audit fees

   

53

   

State registration and filing fees

   

21

   

Other expenses

   

43

   

Total expenses

   

4,288

   

Expenses waived/reimbursed by Adviser

   

(16

)

 

Net expenses

   

4,272

   

Net Investment Income (Loss)

   

3,013

   

Realized/Unrealized Gains (Losses) from Investments:

 
Net realized gains (losses) from investment securities and foreign
currency translations
   

32,165

   

Foreign taxes on realized gains

   

(1

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

66,959

   

Net change in accrued foreign taxes on unrealized gains

   

(106

)

 

Net realized/unrealized gains (losses) on investments

   

99,017

   

Change in net assets resulting from operations

 

$

102,030

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


26



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Capital Growth Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

3,013

   

$

11,045

   

Net realized gains (losses) from investments

   

32,164

     

26,105

   
Net change in unrealized appreciation/depreciation on
investments
   

66,853

     

(19,968

)

 

Change in net assets resulting from operations

   

102,030

     

17,182

   

Distributions to Shareholders:

 

Fund Shares

   

(24,841

)

   

(72,350

)

 

Institutional Shares

   

(206

)

   

(6,085

)

 

Change in net assets resulting from distributions to shareholders

   

(25,047

)

   

(78,435

)

 

Change in net assets resulting from capital transactions

   

(31,942

)

   

(108,841

)

 

Change in net assets

   

45,041

     

(170,094

)

 

Net Assets:

 

Beginning of period

   

766,661

     

936,755

   

End of period

 

$

811,702

   

$

766,661

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

22,515

   

$

35,630

   

Distributions reinvested

   

24,634

     

71,922

   

Cost of shares redeemed

   

(73,564

)

   

(118,356

)

 

Total Fund Shares

 

$

(26,415

)

 

$

(10,804

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

299

   

$

750

   

Distributions reinvested

   

32

     

5,585

   

Cost of shares redeemed

   

(5,858

)

   

(104,372

)

 

Total Institutional Shares

 

$

(5,527

)

 

$

(98,037

)

 

Change in net assets resulting from capital transactions

 

$

(31,942

)

 

$

(108,841

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,948

     

3,485

   

Reinvested

   

2,105

     

6,484

   

Redeemed

   

(6,452

)

   

(11,563

)

 

Total Fund Shares

   

(2,399

)

   

(1,594

)

 

Institutional Shares

 

Issued

   

26

     

73

   

Reinvested

   

3

     

502

   

Redeemed

   

(525

)

   

(9,183

)

 

Total Institutional Shares

   

(496

)

   

(8,608

)

 

Change in Shares

   

(2,895

)

   

(10,202

)

 

See notes to financial statements.


27



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Capital Growth Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

10.62

     

0.04

(d)

   

1.42

     

1.46

     

(0.13

)

   

(0.24

)

 

Year Ended July 31, 2020

 

$

11.36

     

0.14

(d)

   

0.13

     

0.27

     

(0.17

)

   

(0.84

)

 

Year Ended July 31, 2019

 

$

12.63

     

0.16

     

(0.48

)

   

(0.32

)

   

(0.17

)

   

(0.78

)

 

Year Ended July 31, 2018

 

$

11.67

     

0.15

     

1.21

     

1.36

     

(0.12

)

   

(0.28

)

 

Year Ended July 31, 2017

 

$

9.97

     

0.14

     

1.71

     

1.85

     

(0.15

)

   

   

Year Ended July 31, 2016

 

$

10.16

     

0.13

     

(0.21

)

   

(0.08

)

   

(0.11

)

   

   

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

10.66

     

0.06

(d)

   

1.43

     

1.49

     

(0.12

)

   

(0.24

)

 

Year Ended July 31, 2020

 

$

11.39

     

0.14

(d)

   

0.14

     

0.28

     

(0.17

)

   

(0.84

)

 

Year Ended July 31, 2019

 

$

12.66

     

0.23

(d)

   

(0.55

)

   

(0.32

)

   

(0.17

)

   

(0.78

)

 

Year Ended July 31, 2018

 

$

11.70

     

0.17

     

1.20

     

1.37

     

(0.13

)

   

(0.28

)

 

Year Ended July 31, 2017

 

$

9.98

     

0.15

     

1.71

     

1.86

     

(0.14

)

   

   
August 7, 2015 (h)
through July 31, 2016
 

$

10.20

     

0.14

     

(0.24

)

   

(0.10

)

   

(0.12

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

(f)  Reflects overall increase in purchases and sales of securities.

(g)  Reflects overall decrease in purchases and sales of securities.

(h)  Commencement of operations.

See notes to financial statements.


28



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Capital Growth Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.37

)

 

$

11.71

     

13.71

%

   

1.07

%

   

0.75

%

   

1.07

%

 

$

804,771

     

31

%

 

Year Ended July 31, 2020

   

(1.01

)

 

$

10.62

     

2.14

%

   

1.12

%

   

1.35

%

   

1.13

%

 

$

755,102

     

152

%(e)

 

Year Ended July 31, 2019

   

(0.95

)

 

$

11.36

     

(1.82

)%

   

1.13

%

   

1.43

%

   

1.13

%

 

$

826,325

     

54

%(f)

 

Year Ended July 31, 2018

   

(0.40

)

 

$

12.63

     

11.76

%

   

1.15

%

   

1.25

%

   

1.15

%

 

$

902,670

     

22

%(g)

 

Year Ended July 31, 2017

   

(0.15

)

 

$

11.67

     

18.75

%

   

1.21

%

   

1.27

%

   

1.21

%

 

$

836,515

     

55

%(f)

 

Year Ended July 31, 2016

   

(0.11

)

 

$

9.97

     

(0.76

)%

   

1.24

%

   

1.39

%

   

1.24

%

 

$

721,357

     

24

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.36

)

 

$

11.79

     

13.93

%

   

0.81

%

   

1.08

%

   

0.90

%

 

$

6,931

     

31

%

 

Year Ended July 31, 2020

   

(1.01

)

 

$

10.66

     

2.20

%

   

1.01

%

   

1.31

%

   

1.01

%

 

$

11,559

     

152

%(e)

 

Year Ended July 31, 2019

   

(0.95

)

 

$

11.39

     

(1.77

)%

   

1.03

%

   

2.04

%

   

1.03

%

 

$

110,430

     

54

%(f)

 

Year Ended July 31, 2018

   

(0.41

)

 

$

12.66

     

11.84

%

   

1.10

%

   

1.38

%

   

1.21

%

 

$

7,961

     

22

%(g)

 

Year Ended July 31, 2017

   

(0.14

)

 

$

11.70

     

18.79

%

   

1.10

%

   

1.38

%

   

1.47

%

 

$

5,762

     

55

%(f)

 
August 7, 2015 (h)
through July 31, 2016
   

(0.12

)

 

$

9.98

     

(0.99

)%

   

1.10

%

   

1.57

%

   

1.48

%

 

$

4,891

     

24

%

 

See notes to financial statements.


29



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Capital Growth Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


30



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value its international equity securities. The valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

557,654

   

$

247,600

   

$

12

   

$

805,266

   

Rights

   

9

     

7

     

     

16

   

Exchange-Traded Funds

   

1,307

     

     

     

1,307

   

Collateral for Securities Loaned

   

6,773

     

     

     

6,773

   

Total

 

$

565,743

   

$

247,607

   

$

12

   

$

813,362

   

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.


31



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of January 31, 2021, the Fund had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

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

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending


32



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

6,365

   

$

   

$

6,773

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


33



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

240,066

   

$

293,672

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund, announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Global Funds Index. The Lipper Global Funds Index tracks the total return performance of each class within the Lipper Global Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.


34



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Global Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(195) and $(12) for Fund Shares and Institutional Shares, respectively, in thousands. Performance adjustments were (0.05)% and (0.29)% for Fund Shares and Institutional Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% and 0.10% of average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% of average daily net assets of the Institutional Shares, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.


35



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 1.12% and 1.10% for Fund Shares and Institutional Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

133

   

$

16

   

$

149

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United


36



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

Foreign Securities Risk — Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit


37



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the six months ended January 31, 2021.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


38



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,137.10

   

$

1,019.81

   

$

5.76

   

$

5.45

     

1.07

%

 

Institutional Shares

   

1,000.00

     

1,139.30

     

1,021.12

     

4.37

     

4.13

     

0.81

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


39



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Capital Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments.


40



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and equal to the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


41



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


42



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

36843-0321



JANUARY 31, 2021

Semi Annual Report

USAA Growth & Income Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    9    

Statement of Operations

    10    

Statements of Changes in Net Assets

    11    

Financial Highlights

    14    

Notes to Financial Statements

   

18

   

Supplemental Information (Unaudited)

   

26

   

Proxy Voting and Portfolio Holdings Information

    26    

Expense Examples

    26    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    27

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Growth & Income Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with capital growth with a secondary investment objective of current income.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.5%)

 

Communication Services (9.5%):

 

Activision Blizzard, Inc.

   

264,432

   

$

24,063

   

Alphabet, Inc. Class C (a)

   

27,682

     

50,817

   

Comcast Corp. Class A

   

192,376

     

9,537

   

Facebook, Inc. Class A (a)

   

142,785

     

36,886

   

Netflix, Inc. (a)

   

10,085

     

5,369

   

Omnicom Group, Inc.

   

146,158

     

9,117

   

Sirius XM Holdings, Inc. (b)

   

956,296

     

5,986

   

Twitter, Inc. (a)

   

438,459

     

22,155

   

Verizon Communications, Inc.

   

363,069

     

19,878

   

World Wrestling Entertainment, Inc. Class A

   

22,954

     

1,293

   
     

185,101

   

Communications Equipment (1.4%):

 

Cisco Systems, Inc.

   

322,235

     

14,366

   

Juniper Networks, Inc.

   

61,228

     

1,495

   

Palo Alto Networks, Inc. (a)

   

29,723

     

10,425

   
     

26,286

   

Consumer Discretionary (12.6%):

 

Amazon.com, Inc. (a)

   

22,158

     

71,043

   

Best Buy Co., Inc.

   

88,989

     

9,684

   

Booking Holdings, Inc. (a)

   

2,905

     

5,648

   

Chipotle Mexican Grill, Inc. (a)

   

10,171

     

15,053

   

Dollar General Corp.

   

63,040

     

12,269

   

eBay, Inc.

   

28,663

     

1,620

   

Genuine Parts Co.

   

26,484

     

2,486

   

H&R Block, Inc.

   

46,721

     

805

   

Lowe's Cos., Inc.

   

34,043

     

5,680

   

NIKE, Inc. Class B

   

168,971

     

22,573

   

Pool Corp.

   

4,803

     

1,701

   

Target Corp.

   

122,177

     

22,134

   

Tesla, Inc. (a)

   

32,945

     

26,143

   

The Home Depot, Inc.

   

106,645

     

28,882

   

The TJX Cos., Inc.

   

219,130

     

14,033

   

Whirlpool Corp.

   

9,117

     

1,687

   
     

241,441

   

Consumer Staples (5.2%):

 

Campbell Soup Co.

   

30,705

     

1,477

   

Colgate-Palmolive Co.

   

101,550

     

7,921

   

Constellation Brands, Inc. Class A

   

69,479

     

14,655

   

Costco Wholesale Corp.

   

17,043

     

6,006

   

General Mills, Inc.

   

94,122

     

5,469

   

Ingredion, Inc.

   

28,180

     

2,127

   

Kimberly-Clark Corp.

   

49,258

     

6,507

   

Philip Morris International, Inc.

   

122,313

     

9,742

   

Sysco Corp.

   

63,806

     

4,563

   

The Boston Beer Co., Inc. Class A (a)

   

16,712

     

15,323

   

The Hershey Co.

   

29,875

     

4,345

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

The J.M. Smucker Co.

   

21,803

   

$

2,538

   

The Kroger Co.

   

56,911

     

1,963

   

The Procter & Gamble Co.

   

71,510

     

9,168

   

Tyson Foods, Inc. Class A

   

77,071

     

4,956

   

Walmart, Inc.

   

14,076

     

1,978

   
     

98,738

   

Electronic Equipment, Instruments & Components (0.5%):

 

Amphenol Corp. Class A

   

80,013

     

9,992

   

Energy (1.5%):

 

Cabot Oil & Gas Corp.

   

190,178

     

3,486

   

Chevron Corp.

   

35,396

     

3,016

   

ConocoPhillips

   

159,763

     

6,395

   

EOG Resources, Inc.

   

146,916

     

7,487

   

Halliburton Co.

   

63,222

     

1,115

   

Phillips 66

   

96,117

     

6,517

   
     

28,016

   

Financials (8.9%):

 

Aflac, Inc.

   

73,315

     

3,312

   

American Financial Group, Inc.

   

30,955

     

2,914

   

Ameriprise Financial, Inc.

   

21,803

     

4,314

   

Annaly Capital Management, Inc.

   

443,505

     

3,601

   

Bank of America Corp.

   

490,749

     

14,551

   

BlackRock, Inc.

   

6,069

     

4,256

   

Brown & Brown, Inc.

   

23,680

     

1,020

   

Capital One Financial Corp.

   

29,264

     

3,051

   

Citizens Financial Group, Inc.

   

34,597

     

1,261

   

Commerce Bancshares, Inc.

   

7,104

     

475

   

Everest Re Group Ltd.

   

8,158

     

1,722

   

FactSet Research Systems, Inc.

   

12,443

     

3,762

   

Fidelity National Financial, Inc.

   

73,160

     

2,656

   

Fifth Third Bancorp

   

132,984

     

3,847

   

First Republic Bank

   

13,872

     

2,011

   

Huntington Bancshares, Inc.

   

479,389

     

6,340

   

Intercontinental Exchange, Inc.

   

23,257

     

2,566

   

JPMorgan Chase & Co.

   

155,881

     

20,057

   

KeyCorp

   

514,559

     

8,675

   

M&T Bank Corp.

   

15,412

     

2,042

   

Marsh & McLennan Cos., Inc.

   

23,185

     

2,548

   

MetLife, Inc.

   

52,015

     

2,505

   

Moody's Corp.

   

5,588

     

1,488

   

MSCI, Inc.

   

5,386

     

2,129

   

Nasdaq, Inc.

   

25,998

     

3,517

   

Prudential Financial, Inc.

   

17,935

     

1,404

   

Regions Financial Corp.

   

300,518

     

5,112

   

RenaissanceRe Holdings Ltd.

   

22,140

     

3,331

   

S&P Global, Inc.

   

28,818

     

9,136

   

SEI Investments Co.

   

11,678

     

617

   

State Street Corp.

   

46,411

     

3,249

   

T. Rowe Price Group, Inc.

   

42,046

     

6,579

   

The Allstate Corp.

   

93,176

     

9,987

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

The Hanover Insurance Group, Inc.

   

18,949

   

$

2,131

   

The Hartford Financial Services Group, Inc.

   

68,531

     

3,291

   

The PNC Financial Services Group, Inc.

   

43,149

     

6,193

   

The Progressive Corp.

   

69,075

     

6,023

   

The Travelers Cos., Inc.

   

16,707

     

2,277

   

Western Alliance Bancorp

   

21,094

     

1,438

   

Zions Bancorp NA

   

85,436

     

3,771

   
     

169,159

   

Health Care (13.5%):

 

Align Technology, Inc. (a)

   

28,162

     

14,796

   

AmerisourceBergen Corp.

   

22,731

     

2,369

   

Amgen, Inc.

   

37,288

     

9,002

   

Anthem, Inc.

   

4,919

     

1,461

   

Ascendis Pharma A/S, ADR (a)

   

47,291

     

7,101

   

bluebird bio, Inc. (a)

   

118,249

     

5,268

   

Bristol-Myers Squibb Co.

   

100,868

     

6,196

   

Cardinal Health, Inc.

   

66,179

     

3,556

   

Cerner Corp.

   

32,361

     

2,592

   

Charles River Laboratories International, Inc. (a)

   

64,054

     

16,593

   

Chemed Corp.

   

2,476

     

1,282

   

Cigna Corp.

   

17,370

     

3,770

   

CVS Health Corp.

   

11,419

     

818

   

Danaher Corp.

   

10,377

     

2,468

   

DexCom, Inc. (a)

   

22,115

     

8,290

   

Eli Lilly & Co.

   

34,641

     

7,204

   

Exact Sciences Corp. (a)

   

59,701

     

8,189

   

Fate Therapeutics, Inc. (a)

   

85,631

     

7,761

   

Gilead Sciences, Inc.

   

47,462

     

3,114

   

Johnson & Johnson

   

124,456

     

20,304

   

Masimo Corp. (a)

   

37,064

     

9,485

   

McKesson Corp.

   

34,725

     

6,058

   

Medtronic PLC

   

22,927

     

2,552

   

Merck & Co., Inc.

   

54,437

     

4,195

   

PerkinElmer, Inc.

   

12,856

     

1,891

   

Pfizer, Inc.

   

174,822

     

6,276

   

Quest Diagnostics, Inc.

   

13,897

     

1,795

   

ResMed, Inc.

   

12,362

     

2,492

   

Royalty Pharma PLC Class A

   

518,148

     

24,358

   

Thermo Fisher Scientific, Inc.

   

7,869

     

4,011

   

UnitedHealth Group, Inc.

   

57,706

     

19,250

   

Vertex Pharmaceuticals, Inc. (a)

   

94,763

     

21,708

   

Viatris, Inc. (a)

   

18,860

     

320

   

West Pharmaceutical Services, Inc.

   

55,343

     

16,575

   

Zoetis, Inc.

   

30,872

     

4,762

   
     

257,862

   

Industrials (9.1%):

 

3M Co.

   

41,519

     

7,293

   

Acuity Brands, Inc.

   

12,191

     

1,466

   

Allegion PLC

   

36,618

     

3,918

   

Allison Transmission Holdings, Inc.

   

68,029

     

2,769

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

BWX Technologies, Inc.

   

9,574

   

$

516

   

C.H. Robinson Worldwide, Inc.

   

44,294

     

3,790

   

Cintas Corp.

   

4,970

     

1,581

   

Cummins, Inc.

   

44,153

     

10,350

   

Eaton Corp. PLC

   

34,169

     

4,022

   

Fastenal Co.

   

103,511

     

4,719

   

FedEx Corp.

   

16,120

     

3,794

   

FTI Consulting, Inc. (a)

   

66,840

     

7,350

   

Graco, Inc.

   

10,630

     

733

   

IDEX Corp.

   

77,391

     

14,408

   

IHS Markit Ltd.

   

90,963

     

7,921

   

Illinois Tool Works, Inc.

   

42,988

     

8,349

   

Knight-Swift Transportation Holdings, Inc.

   

33,858

     

1,354

   

Lennox International, Inc.

   

21,973

     

6,054

   

Lockheed Martin Corp.

   

19,256

     

6,197

   

Masco Corp.

   

47,361

     

2,572

   

Northrop Grumman Corp.

   

5,477

     

1,570

   

Old Dominion Freight Line, Inc.

   

69,006

     

13,387

   

PACCAR, Inc.

   

38,185

     

3,483

   

Quanta Services, Inc.

   

18,539

     

1,306

   

Republic Services, Inc.

   

49,003

     

4,437

   

Robert Half International, Inc.

   

72,145

     

4,870

   

Rockwell Automation, Inc.

   

32,193

     

8,001

   

Rollins, Inc.

   

47,985

     

1,728

   

Snap-on, Inc.

   

21,893

     

3,941

   

The Toro Co.

   

32,346

     

3,049

   

United Parcel Service, Inc. Class B

   

145,829

     

22,603

   

Verisk Analytics, Inc.

   

10,637

     

1,952

   

W.W. Grainger, Inc.

   

10,306

     

3,755

   

Waste Management, Inc.

   

37,534

     

4,178

   
     

177,416

   

IT Services (7.0%):

 

Accenture PLC Class A

   

13,128

     

3,176

   

Cognizant Technology Solutions Corp. Class A

   

44,556

     

3,473

   

Fiserv, Inc. (a)

   

198,434

     

20,377

   

Jack Henry & Associates, Inc.

   

5,868

     

850

   

Mastercard, Inc. Class A

   

15,232

     

4,818

   

PayPal Holdings, Inc. (a)

   

90,999

     

21,322

   

The Western Union Co.

   

61,857

     

1,378

   

Twilio, Inc. Class A (a)

   

127,301

     

45,755

   

Visa, Inc. Class A

   

182,296

     

35,229

   
     

136,378

   

Materials (2.8%):

 

Air Products & Chemicals, Inc.

   

8,002

     

2,135

   

Albemarle Corp.

   

12,140

     

1,975

   

International Paper Co.

   

48,117

     

2,421

   

LyondellBasell Industries NV Class A

   

101,460

     

8,701

   

Nucor Corp.

   

58,858

     

2,868

   

Packaging Corp. of America

   

28,480

     

3,829

   

PPG Industries, Inc.

   

34,749

     

4,681

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

RPM International, Inc.

   

15,932

   

$

1,314

   

Steel Dynamics, Inc.

   

86,136

     

2,952

   

The Scotts Miracle-Gro Co.

   

72,542

     

16,061

   

The Sherwin-Williams Co.

   

6,118

     

4,232

   

Westrock Co.

   

37,933

     

1,572

   
     

52,741

   

Real Estate (2.5%):

 

Alexandria Real Estate Equities, Inc.

   

16,994

     

2,840

   

AvalonBay Communities, Inc.

   

15,183

     

2,485

   

Boston Properties, Inc.

   

26,662

     

2,433

   

Equity Residential

   

29,687

     

1,830

   

Essex Property Trust, Inc.

   

8,145

     

1,952

   

Healthpeak Properties, Inc.

   

62,191

     

1,844

   

Host Hotels & Resorts, Inc.

   

123,912

     

1,679

   

Invitation Homes, Inc.

   

66,844

     

1,971

   

National Retail Properties, Inc.

   

38,358

     

1,496

   

Prologis, Inc.

   

48,263

     

4,981

   

Public Storage

   

10,751

     

2,447

   

Realty Income Corp.

   

40,739

     

2,406

   

Regency Centers Corp.

   

33,087

     

1,561

   

SBA Communications Corp.

   

29,899

     

8,032

   

Ventas, Inc.

   

70,823

     

3,263

   

VICI Properties, Inc.

   

89,150

     

2,254

   

Welltower, Inc.

   

42,140

     

2,554

   

Weyerhaeuser Co.

   

47,644

     

1,486

   
     

47,514

   

Semiconductors & Semiconductor Equipment (6.5%):

 

Advanced Micro Devices, Inc. (a)

   

121,488

     

10,404

   

Applied Materials, Inc.

   

25,102

     

2,427

   

Broadcom, Inc.

   

6,898

     

3,108

   

Intel Corp.

   

157,576

     

8,747

   

Lam Research Corp.

   

34,254

     

16,576

   

Marvell Technology Group Ltd.

   

241,119

     

12,408

   

NVIDIA Corp.

   

29,658

     

15,410

   

QUALCOMM, Inc.

   

198,935

     

31,089

   

Skyworks Solutions, Inc.

   

25,291

     

4,281

   

STMicroelectronics NV, NYS (b)

   

299,668

     

11,972

   

Teradyne, Inc.

   

23,718

     

2,692

   

Texas Instruments, Inc.

   

54,890

     

9,095

   
     

128,209

   

Software (10.3%):

 

Citrix Systems, Inc.

   

49,067

     

6,541

   

Fair Isaac Corp. (a)

   

25,170

     

11,329

   

Intuit, Inc.

   

13,766

     

4,973

   

Microsoft Corp.

   

466,023

     

108,099

   

NortonLifeLock, Inc.

   

128,592

     

2,709

   

Oracle Corp.

   

36,430

     

2,201

   

RingCentral, Inc. Class A (a)

   

78,653

     

29,331

   

salesforce.com, Inc. (a)

   

40,169

     

9,061

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Synopsys, Inc. (a)

   

42,527

   

$

10,864

   

Workday, Inc. Class A (a)

   

70,418

     

16,022

   
     

201,130

   

Technology Hardware, Storage & Peripherals (5.4%):

 

Apple, Inc.

   

736,764

     

97,223

   

HP, Inc.

   

146,697

     

3,571

   

NetApp, Inc.

   

38,937

     

2,587

   
     

103,381

   

Utilities (2.8%):

 

Ameren Corp.

   

22,321

     

1,623

   

CMS Energy Corp.

   

68,080

     

3,872

   

DTE Energy Co.

   

41,488

     

4,925

   

Duke Energy Corp.

   

47,886

     

4,501

   

Evergy, Inc.

   

67,250

     

3,613

   

Exelon Corp.

   

74,531

     

3,098

   

National Fuel Gas Co.

   

10,861

     

437

   

NextEra Energy, Inc.

   

64,884

     

5,247

   

Pinnacle West Capital Corp.

   

31,424

     

2,365

   

PPL Corp.

   

74,611

     

2,064

   

The Southern Co.

   

34,957

     

2,060

   

UGI Corp.

   

21,195

     

763

   

Vistra Corp.

   

51,713

     

1,033

   

WEC Energy Group, Inc.

   

100,520

     

8,937

   

Xcel Energy, Inc.

   

127,848

     

8,181

   
     

52,719

   

Total Common Stocks (Cost $1,394,485)

   

1,916,083

   

Collateral for Securities Loaned^ (0.5%)

 
Fidelity Investments Money Market Government Portfolio, Institutional
Shares, 0.01% (c)
   

7,400,123

     

7,401

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (c)

   

2,890,409

     

2,890

   

Total Collateral for Securities Loaned (Cost $10,291)

   

10,291

   

Total Investments (Cost $1,404,776) — 100.0%

   

1,926,374

   

Other assets in excess of liabilities — 0.0%

   

116

   

NET ASSETS — 100.00%

 

$

1,926,490

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on January 31, 2021.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


8



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Growth &
Income Fund
 

Assets:

 

Investments, at value (Cost $1,404,776)

 

$

1,926,374

(a)

 

Cash and cash equivalents

   

10,112

   

Receivables:

 

Interest and dividends

   

983

   

Capital shares issued

   

779

   

Investments sold

   

6,526

   

From Adviser

   

8

   

Prepaid expenses

   

37

   

Total assets

   

1,944,819

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

10,291

   

Payable for foreign currency (Cost $7)

   

7

   

Investments purchased

   

5,387

   

Capital shares redeemed

   

1,122

   

Accrued expenses and other payables:

 

Investment advisory fees

   

931

   

Administration fees

   

244

   

Custodian fees

   

14

   

Transfer agent fees

   

273

   

Compliance fees

   

1

   
12b-1 fees    

1

   

Other accrued expenses

   

58

   

Total liabilities

   

18,329

   

Net Assets:

 

Capital

   

1,398,817

   

Total accumulated earnings/(loss)

   

527,673

   

Net assets

 

$

1,926,490

   

Net Assets

 

Fund Shares

 

$

1,725,742

   

Institutional Shares

   

190,935

   

Class A

   

9,813

   

Total

 

$

1,926,490

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

74,729

   

Institutional Shares

   

8,277

   

Class A

   

427

   

Total

   

83,433

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

23.09

   

Institutional Shares

 

$

23.07

   

Class A

 

$

22.98

   

Maximum Sales Charge — Class A

   

5.75

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

24.38

   

(a)  Includes $9,860 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


9



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Growth &
Income Fund
 

Investment Income:

 

Dividends

 

$

14,545

   

Interest

   

2

   

Securities lending (net of fees)

   

10

   

Total income

   

14,557

   

Expenses:

 

Investment advisory fees

   

5,263

   

Administration fees — Fund Shares

   

1,273

   

Administration fees — Institutional Shares

   

91

   

Administration fees — Class A

   

7

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

12

   

Custodian fees

   

37

   

Transfer agent fees — Fund Shares

   

750

   

Transfer agent fees — Institutional Shares

   

91

   

Transfer agent fees — Class A

   

5

   

Trustees' fees

   

26

   

Compliance fees

   

6

   

Legal and audit fees

   

48

   

State registration and filing fees

   

39

   

Other expenses

   

50

   

Total expenses

   

7,718

   

Expenses waived/reimbursed by Adviser

   

(12

)

 

Net expenses

   

7,706

   

Net Investment Income (Loss)

   

6,851

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

53,128

   

Net change in unrealized appreciation/depreciation on investment securities

   

178,199

   

Net realized/unrealized gains (losses) on investments

   

231,327

   

Change in net assets resulting from operations

 

$

238,178

   

See notes to financial statements.


10



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Growth & Income Fund

 
    Six Months
Ended
January 31,
2021
(unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

6,851

   

$

18,467

   

Net realized gains (losses) from investments

   

53,128

     

(45,325

)

 
Net change in unrealized appreciation/depreciation on
investments
   

178,199

     

154,924

   

Change in net assets resulting from operations

   

238,178

     

128,066

   

Distributions to Shareholders:

 

Fund Shares

   

(6,662

)

   

(343,128

)

 

Institutional Shares

   

(740

)

   

(35,438

)

 

Class A

   

(24

)

   

(2,079

)

 

Change in net assets resulting from distributions to shareholders

   

(7,426

)

   

(380,645

)

 

Change in net assets resulting from capital transactions

   

(90,583

)

   

190,818

   

Change in net assets

   

140,169

     

(61,761

)

 

Net Assets:

 

Beginning of period

   

1,786,321

     

1,848,082

   

End of period

 

$

1,926,490

   

$

1,786,321

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

39,133

   

$

68,003

   

Distributions reinvested

   

6,558

     

337,401

   

Cost of shares redeemed

   

(132,463

)

   

(244,637

)

 

Total Fund Shares

 

$

(86,772

)

 

$

160,767

   

Institutional Shares

 

Proceeds from shares issued

 

$

4,484

   

$

6,128

   

Distributions reinvested

   

740

     

35,435

   

Cost of shares redeemed

   

(9,211

)

   

(11,532

)

 

Total Institutional Shares

 

$

(3,987

)

 

$

30,031

   

Class A

 

Proceeds from shares issued

 

$

177

   

$

142

   

Distributions reinvested

   

1

     

104

   

Cost of shares redeemed

   

(2

)

   

(226

)

 

Total Class A

 

$

176

   

$

20

   

Change in net assets resulting from capital transactions

 

$

(90,583

)

 

$

190,818

   

(continues on next page)

See notes to financial statements.


11



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)  

   

USAA Growth & Income Fund

 
    Six Months
Ended
January 31,
2021
(unaudited)
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

1,745

     

3,423

   

Reinvested

   

316

     

16,949

   

Redeemed

   

(5,980

)

   

(12,322

)

 

Total Fund Shares

   

(3,919

)

   

8,050

   

Institutional Shares

 

Issued

   

200

     

281

   

Reinvested

   

36

     

1,782

   

Redeemed

   

(436

)

   

(561

)

 

Total Institutional Shares

   

(200

)

   

1,502

   

Class A

 

Issued

   

8

     

7

   

Reinvested

   

(a)

   

5

   

Redeemed

   

(a)

   

(13

)

 

Total Class A

   

8

     

(1

)

 

Change in Shares

   

(4,111

)

   

9,551

   

(a)  Rounds to less than 1 thousand.

See notes to financial statements.


12



This page is intentionally left blank.


13



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains From
Investments
 

USAA Growth & Income Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

20.41

     

0.08

(d)

   

2.69

     

2.77

     

(0.09

)

   

   
Year Ended
July 31, 2020
 

$

23.70

     

0.22

(d)

   

1.45

     

1.67

     

(0.23

)

   

(4.73

)

 
Year Ended
July 31, 2019
 

$

26.19

     

0.25

     

(0.24

)

   

0.01

     

(0.24

)

   

(2.26

)

 
Year Ended
July 31, 2018
 

$

24.25

     

0.19

     

3.03

     

3.22

     

(0.18

)

   

(1.10

)

 
Year Ended
July 31, 2017
 

$

20.39

     

0.21

     

3.94

     

4.15

     

(0.22

)

   

(0.07

)

 
Year Ended
July 31, 2016
 

$

22.00

     

0.15

     

(0.51

)

   

(0.36

)

   

(0.14

)

   

(1.11

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

20.38

     

0.08

(d)

   

2.70

     

2.78

     

(0.09

)

   

   
Year Ended
July 31, 2020
 

$

23.68

     

0.23

(d)

   

1.44

     

1.67

     

(0.24

)

   

(4.73

)

 
Year Ended
July 31, 2019
 

$

26.17

     

0.26

     

(0.24

)

   

0.02

     

(0.25

)

   

(2.26

)

 
Year Ended
July 31, 2018
 

$

24.23

     

0.20

     

3.03

     

3.23

     

(0.19

)

   

(1.10

)

 
Year Ended
July 31, 2017
 

$

20.38

     

0.22

     

3.94

     

4.16

     

(0.24

)

   

(0.07

)

 
August 7, 2015 (g)
through
July 31, 2016
 

$

22.10

     

0.16

     

(0.60

)

   

(0.44

)

   

(0.17

)

   

(1.11

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.


14



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Growth & Income Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.09

)

 

$

23.09

     

13.60

%

   

0.82

%

   

0.72

%

   

0.82

%

 

$

1,725,742

     

29

%

 
Year Ended
July 31, 2020
   

(4.96

)

 

$

20.41

     

7.81

%

   

0.87

%

   

1.05

%

   

0.87

%

 

$

1,605,020

     

74

%

 
Year Ended
July 31, 2019
   

(2.50

)

 

$

23.70

     

0.89

%

   

0.88

%

   

1.04

%

   

0.88

%

 

$

1,673,033

     

93

%(e)

 
Year Ended
July 31, 2018
   

(1.28

)

 

$

26.19

     

13.59

%

   

0.88

%

   

0.80

%

   

0.88

%

 

$

1,756,259

     

23

%

 
Year Ended
July 31, 2017
   

(0.29

)

 

$

24.25

     

20.49

%

   

0.91

%

   

0.89

%

   

0.91

%

 

$

1,605,220

     

21

%

 
Year Ended
July 31, 2016
   

(1.25

)

 

$

20.39

     

(1.49

)%

   

0.95

%

   

0.78

%

   

0.95

%

 

$

1,380,560

     

22

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.09

)

 

$

23.07

     

13.69

%

   

0.78

%

   

0.75

%

   

0.78

%

 

$

190,935

     

29

%

 
Year Ended
July 31, 2020
   

(4.97

)

 

$

20.38

     

7.86

%

   

0.83

%

   

1.09

%

   

0.83

%

 

$

172,787

     

74

%

 
Year Ended
July 31, 2019
   

(2.51

)

 

$

23.68

     

0.94

%

   

0.83

%(f)

   

1.09

%

   

0.83

%

 

$

165,137

     

93

%(e)

 
Year Ended
July 31, 2018
   

(1.29

)

 

$

26.17

     

13.66

%

   

0.84

%

   

0.85

%

   

0.84

%

 

$

159,148

     

23

%

 
Year Ended
July 31, 2017
   

(0.31

)

 

$

24.23

     

20.54

%

   

0.85

%

   

0.95

%

   

0.85

%

 

$

139,866

     

21

%

 
August 7, 2015 (g)
through
July 31, 2016
   

(1.28

)

 

$

20.38

     

(1.87

)%

   

0.85

%

   

0.83

%

   

0.87

%

 

$

117,512

     

22

%

 

(f)  Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Institutional Shares to 0.85% of the Institutional Shares' average daily net assets.

(g)  Commencement of operations.

(continues on next page)

See notes to financial statements.


15



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains From
Investments
 

USAA Growth & Income Fund

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

20.31

     

0.05

(d)

   

2.68

     

2.73

     

(0.06

)

   

   
Year Ended
July 31, 2020
 

$

23.61

     

0.16

(d)

   

1.45

     

1.61

     

(0.18

)

   

(4.73

)

 
Year Ended
July 31, 2019
 

$

26.10

     

0.19

     

(0.25

)

   

(0.06

)

   

(0.17

)

   

(2.26

)

 
Year Ended
July 31, 2018
 

$

24.17

     

0.12

     

3.02

     

3.14

     

(0.11

)

   

(1.10

)

 
Year Ended
July 31, 2017
 

$

20.32

     

0.15

     

3.91

     

4.06

     

(0.14

)

   

(0.07

)

 
Year Ended
July 31, 2016
 

$

21.93

     

0.10

     

(0.50

)

   

(0.40

)

   

(0.10

)

   

(1.11

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

(f)  Prior to December 1, 2017, AMCO voluntarily agreed to limit the annual expenses of the Adviser Shares to 1.20% of the Adviser shares' average daily net assets.

See notes to financial statements.


16



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Growth & Income Fund

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.06

)

 

$

22.98

     

13.46

%

   

1.11

%

   

0.43

%

   

1.38

%

 

$

9,813

     

29

%

 
Year Ended
July 31, 2020
   

(4.91

)

 

$

20.31

     

7.52

%

   

1.14

%

   

0.79

%

   

1.14

%

 

$

8,514

     

74

%

 
Year Ended
July 31, 2019
   

(2.43

)

 

$

23.61

     

0.62

%

   

1.15

%

   

0.77

%

   

1.23

%

 

$

9,912

     

93

%(e)

 
Year Ended
July 31, 2018
   

(1.21

)

 

$

26.10

     

13.28

%

   

1.17

%(f)

   

0.52

%

   

1.20

%

 

$

10,858

     

23

%

 
Year Ended
July 31, 2017
   

(0.21

)

 

$

24.17

     

20.10

%

   

1.20

%

   

0.60

%

   

1.24

%

 

$

9,987

     

21

%

 
Year Ended
July 31, 2016
   

(1.21

)

 

$

20.32

     

(1.72

)%

   

1.20

%

   

0.53

%

   

1.28

%

 

$

8,332

     

22

%

 

See notes to financial statements.


17



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Growth & Income Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares and Class A. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,916,083

   

$

   

$

   

$

1,916,083

   

Collateral for Securities Loaned

   

10,291

     

     

     

10,291

   

Total

 

$

1,926,374

   

$

   

$

   

$

1,926,374

   

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

9,860

   

$

   

$

10,291

   

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 12b-1 fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


20



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):


  Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

533,186

   

$

625,651

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Multi-Cap Core Funds Index. The Lipper Multi-Cap Core Funds Index tracks the total return performance of each class within the Lipper Multi-Cap Core Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a)  Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the


21



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Multi-Cap Core Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(364), $(38) and $(2) for Fund Shares, Institutional Shares and Class A, respectively, in thousands. Performance adjustments were (0.04)%, (0.04)% and (0.05)% for Fund Shares, Institutional Shares and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10% and 0.15% of average daily net assets of the Fund Shares, Institutional Shares and Class A, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.


22



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to VCTA for the period ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended January 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.88%, 0.84%, and 1.15% for Fund Shares, Institutional Shares and Class A, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires July 31, 2022  

Expires July 31, 2023

 

Total

 
$

4

   

$

12

   

$

16

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade


23



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

Foreign Securities Risk — Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed


24



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the six months ended January 31, 2021.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

At July 31, 2020, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

39,007

   

$

   

$

39,007

   

8. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


25



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,136.00

   

$

1,021.07

   

$

4.41

   

$

4.18

     

0.82

%

 

Institutional Shares

   

1,000.00

     

1,136.90

     

1,021.27

     

4.20

     

3.97

     

0.78

%

 

Class A

   

1,000.00

     

1,134.60

     

1,019.61

     

5.97

     

5.65

     

1.11

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


26



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Growth & Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


27



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was above the median of its expense group and below the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and below the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and below its Lipper index for the one-year period ended September 30, 2020, was below the average of its performance universe and its Lipper index for the three- and ten-year periods ended September 30, 2020, and was above the average of its performance universe and below its Lipper index for the five-year period ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's longer-term underperformance. The Board also considered management's discussion of recent changes made to the Fund and the Fund's more recent improved performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


28



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


29



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23432-0321



JANUARY 31, 2021

Semi Annual Report

USAA Growth Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



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USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    7    

Statement of Operations

    8    

Statements of Changes in Net Assets

    9    

Financial Highlights

    10    

Notes to Financial Statements

   

12

   

Supplemental Information (Unaudited)

   

21

   

Proxy Voting and Portfolio Holdings Information

    21    

Expense Examples

    21    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    22    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Growth Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with long-term growth of capital.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Growth Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.1%)

 

Communication Services (12.9%):

 

Activision Blizzard, Inc.

   

535,519

   

$

48,733

   

Alphabet, Inc. Class A (a)

   

16,663

     

30,449

   

Alphabet, Inc. Class C (a)

   

72,012

     

132,195

   

Facebook, Inc. Class A (a)

   

503,676

     

130,115

   

Netflix, Inc. (a)

   

10,810

     

5,755

   

The Walt Disney Co. (a)

   

223,612

     

37,604

   

Twitter, Inc. (a)

   

462,971

     

23,394

   
     

408,245

   

Communications Equipment (0.9%):

 

Cisco Systems, Inc.

   

382,328

     

17,044

   

Palo Alto Networks, Inc. (a)

   

32,055

     

11,243

   
     

28,287

   

Consumer Discretionary (17.4%):

 

Alibaba Group Holding Ltd., ADR (a)

   

298,585

     

75,789

   

Amazon.com, Inc. (a)

   

71,466

     

229,134

   

Booking Holdings, Inc. (a)

   

3,144

     

6,113

   

Burlington Stores, Inc. (a)

   

104,802

     

26,086

   

Chipotle Mexican Grill, Inc. (a)

   

10,760

     

15,925

   

Dollar General Corp.

   

54,425

     

10,591

   

Lululemon Athletica, Inc. (a)

   

83,581

     

27,472

   

NIKE, Inc. Class B

   

335,854

     

44,866

   

Starbucks Corp.

   

260,148

     

25,185

   

Target Corp.

   

47,026

     

8,520

   

Tesla, Inc. (a)

   

35,864

     

28,459

   

The Home Depot, Inc.

   

61,714

     

16,713

   

The TJX Cos., Inc.

   

235,498

     

15,081

   

Yum China Holdings, Inc.

   

158,676

     

8,999

   

Yum! Brands, Inc.

   

121,127

     

12,293

   
     

551,226

   

Consumer Staples (2.5%):

 

Colgate-Palmolive Co.

   

180,297

     

14,063

   

Constellation Brands, Inc. Class A

   

74,968

     

15,813

   

Monster Beverage Corp. (a)

   

407,607

     

35,392

   

The Boston Beer Co., Inc. Class A (a)

   

17,981

     

16,487

   
     

81,755

   

Electronic Equipment, Instruments & Components (0.3%):

 

Amphenol Corp. Class A

   

83,143

     

10,383

   

Energy (0.4%):

 

Schlumberger Ltd.

   

572,786

     

12,722

   

Financials (1.7%):

 

FactSet Research Systems, Inc.

   

46,019

     

13,913

   

MSCI, Inc.

   

64,651

     

25,557

   

SEI Investments Co.

   

259,900

     

13,736

   
     

53,206

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Health Care (14.6%):

 

Align Technology, Inc. (a)

   

47,127

   

$

24,759

   

Ascendis Pharma A/S, ADR (a)

   

50,957

     

7,651

   

bluebird bio, Inc. (a)

   

125,081

     

5,572

   

Cerner Corp.

   

209,519

     

16,785

   

Charles River Laboratories International, Inc. (a)

   

67,874

     

17,583

   

DexCom, Inc. (a)

   

23,573

     

8,836

   

Edwards Lifesciences Corp. (a)

   

271,464

     

22,418

   

Exact Sciences Corp. (a)

   

63,689

     

8,736

   

Fate Therapeutics, Inc. (a)

   

92,534

     

8,386

   

Illumina, Inc. (a)

   

66,876

     

28,518

   

Intuitive Surgical, Inc. (a)

   

17,398

     

13,007

   

Masimo Corp. (a)

   

114,277

     

29,247

   

Novartis AG, ADR

   

385,029

     

34,834

   

NOVO Nordisk A/S, ADR

   

126,797

     

8,825

   

Regeneron Pharmaceuticals, Inc. (a)

   

54,326

     

27,372

   

Roche Holdings Ltd., ADR (b)

   

630,572

     

27,373

   

Royalty Pharma PLC Class A

   

557,180

     

26,193

   

TG Therapeutics, Inc. (a)

   

96,714

     

4,668

   

Thermo Fisher Scientific, Inc.

   

37,102

     

18,911

   

UnitedHealth Group, Inc.

   

53,897

     

17,979

   

Veeva Systems, Inc. Class A (a)

   

95,582

     

26,422

   

Vertex Pharmaceuticals, Inc. (a)

   

175,204

     

40,136

   

West Pharmaceutical Services, Inc.

   

44,275

     

13,260

   

Zoetis, Inc.

   

148,415

     

22,893

   
     

460,364

   

Industrials (8.2%):

 

CoStar Group, Inc. (a)

   

33,483

     

30,125

   

Deere & Co.

   

152,185

     

43,952

   

Expeditors International of Washington, Inc.

   

248,362

     

22,233

   

FTI Consulting, Inc. (a)

   

70,198

     

7,720

   

IDEX Corp.

   

82,558

     

15,371

   

IHS Markit Ltd.

   

96,648

     

8,416

   

Old Dominion Freight Line, Inc.

   

52,462

     

10,178

   

The Boeing Co.

   

222,104

     

43,130

   

Trane Technologies PLC

   

162,099

     

23,237

   

Uber Technologies, Inc. (a)

   

687,571

     

35,018

   

United Parcel Service, Inc. Class B

   

125,890

     

19,513

   
     

258,893

   

IT Services (11.4%):

 

Automatic Data Processing, Inc.

   

41,336

     

6,825

   

EPAM Systems, Inc. (a)

   

88,146

     

30,360

   

Fiserv, Inc. (a)

   

211,415

     

21,710

   

PayPal Holdings, Inc. (a)

   

316,637

     

74,191

   

Shopify, Inc. Class A (a)

   

19,262

     

21,161

   

Twilio, Inc. Class A (a)

   

203,414

     

73,114

   

Visa, Inc. Class A

   

686,684

     

132,702

   
     

360,063

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Materials (0.5%):

 

The Scotts Miracle-Gro Co.

   

67,082

   

$

14,853

   

Real Estate (0.3%):

 

SBA Communications Corp.

   

31,762

     

8,533

   

Semiconductors & Semiconductor Equipment (7.8%):

 

Advanced Micro Devices, Inc. (a)

   

131,742

     

11,282

   

Lam Research Corp.

   

34,302

     

16,600

   

Marvell Technology Group Ltd.

   

256,182

     

13,183

   

Micron Technology, Inc. (a)

   

302,281

     

23,660

   

NVIDIA Corp.

   

215,583

     

112,016

   

QUALCOMM, Inc.

   

369,391

     

57,728

   

STMicroelectronics NV, NYS (b)

   

324,005

     

12,944

   
     

247,413

   

Software (16.9%):

 

Adobe, Inc. (a)

   

75,338

     

34,563

   

Autodesk, Inc. (a)

   

244,509

     

67,835

   

Cadence Design Systems, Inc. (a)

   

153,006

     

19,950

   

Fair Isaac Corp. (a)

   

26,989

     

12,148

   

Microsoft Corp.

   

695,146

     

161,246

   

Oracle Corp.

   

609,654

     

36,841

   

RingCentral, Inc. Class A (a)

   

83,620

     

31,184

   

salesforce.com, Inc. (a)

   

225,258

     

50,809

   

ServiceNow, Inc. (a)

   

91,610

     

49,759

   

Synopsys, Inc. (a)

   

45,244

     

11,558

   

The Trade Desk, Inc. Class A (a)

   

31,080

     

23,807

   

Workday, Inc. Class A (a)

   

141,768

     

32,257

   
     

531,957

   

Technology Hardware, Storage & Peripherals (3.3%):

 

Apple, Inc.

   

795,941

     

105,032

   

Total Common Stocks (Cost $1,621,261)

   

3,132,932

   

Collateral for Securities Loaned^ (0.5%)

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (c)
   

2,647,277

     

2,647

   
Goldman Sachs Financial Square Government Fund
Institutional Shares, 0.03% (c)
   

280,038

     

280

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (c)

   

12,726,162

     

12,726

   

Total Collateral for Securities Loaned (Cost $15,653)

   

15,653

   

Total Investments (Cost $1,636,914) — 99.6%

   

3,148,585

   

Other assets in excess of liabilities — 0.4%

   

13,135

   

NET ASSETS — 100.00%

 

$

3,161,720

   

At January 31, 2021 the Fund's investments in foreign securities were 9.5% of net assets.

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on January 31, 2021.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


6



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA
Growth Fund
 

Assets:

 

Investments, at value (Cost $1,636,914)

 

$

3,148,585

(a)

 

Cash and cash equivalents

   

22,067

   

Receivables:

 

Interest and dividends

   

366

   

Capital shares issued

   

914

   

Investments sold

   

37,556

   

Reclaims

   

982

   

Prepaid expenses

   

37

   

Total assets

   

3,210,507

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

15,653

   

Investments purchased

   

28,491

   

Capital shares redeemed

   

2,170

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,671

   

Administration fees

   

362

   

Custodian fees

   

8

   

Transfer agent fees

   

362

   

Compliance fees

   

2

   

Other accrued expenses

   

68

   

Total liabilities

   

48,787

   

Net Assets:

 

Capital

   

1,564,816

   

Total accumulated earnings/(loss)

   

1,596,904

   

Net assets

 

$

3,161,720

   

Net Assets

 

Fund Shares

 

$

1,971,908

   

Institutional Shares

   

1,189,812

   

Total

 

$

3,161,720

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

58,948

   

Institutional Shares

   

35,656

   

Total

   

94,604

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

33.45

   

Institutional Shares

 

$

33.37

   

(a)  Includes $15,115 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


7



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA
Growth Fund
 

Investment Income:

 

Dividends

 

$

7,352

   

Interest

   

6

   

Securities lending (net of fees)

   

10

   

Total income

   

7,368

   

Expenses:

 

Investment advisory fees

   

9,620

   

Administration fees — Fund Shares

   

1,474

   

Administration fees — Institutional Shares

   

606

   

Sub-Administration fees

   

28

   

Custodian fees

   

63

   

Transfer agent fees — Fund Shares

   

688

   

Transfer agent fees — Institutional Shares

   

606

   

Trustees' fees

   

26

   

Compliance fees

   

10

   

Legal and audit fees

   

47

   

State registration and filing fees

   

31

   

Interfund lending fees

   

1

   

Other expenses

   

84

   

Total expenses

   

13,284

   

Net Investment Income (Loss)

   

(5,916

)

 

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

194,606

   

Net change in unrealized appreciation/depreciation on investment securities

   

200,077

   

Net realized/unrealized gains (losses) on investments

   

394,683

   

Change in net assets resulting from operations

 

$

388,767

   

See notes to financial statements.


8



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Growth Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(5,916

)

 

$

(4,054

)

 

Net realized gains (losses) from investments

   

194,606

     

41,547

   
Net change in unrealized appreciation/depreciation on
investments
   

200,077

     

535,104

   

Change in net assets resulting from operations

   

388,767

     

572,597

   

Distributions to Shareholders:

 

Fund Shares

   

(85,081

)

   

(353,429

)

 

Institutional Shares

   

(52,266

)

   

(238,249

)

 

Change in net assets resulting from distributions to shareholders

   

(137,347

)

   

(591,678

)

 

Change in net assets resulting from capital transactions

   

(106,558

)

   

275,670

   

Change in net assets

   

144,862

     

256,589

   

Net Assets:

 

Beginning of period

   

3,016,858

     

2,760,269

   

End of period

 

$

3,161,720

   

$

3,016,858

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

55,765

   

$

145,301

   

Distributions reinvested

   

83,897

     

347,843

   

Cost of shares redeemed

   

(163,284

)

   

(334,706

)

 

Total Fund Shares

 

$

(23,622

)

 

$

158,438

   

Institutional Shares

 

Proceeds from shares issued

 

$

23,394

   

$

191,549

   

Distributions reinvested

   

52,208

     

238,149

   

Cost of shares redeemed

   

(158,538

)

   

(312,466

)

 

Total Institutional Shares

 

$

(82,936

)

 

$

117,232

   

Change in net assets resulting from capital transactions

 

$

(106,558

)

 

$

275,670

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,664

     

5,347

   

Reinvested

   

2,483

     

13,475

   

Redeemed

   

(4,897

)

   

(12,283

)

 

Total Fund Shares

   

(750

)

   

6,539

   

Institutional Shares

 

Issued

   

704

     

6,323

   

Reinvested

   

1,549

     

9,247

   

Redeemed

   

(4,791

)

   

(11,815

)

 

Total Institutional Shares

   

(2,538

)

   

3,755

   

Change in Shares

   

(3,288

)

   

10,294

   

See notes to financial statements.


9



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Growth Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

30.85

     

(0.06

)(d)

   

4.14

     

4.08

     

     

(1.48

)

 

Year Ended July 31, 2020

 

$

31.54

     

(0.05

)(d)

   

6.18

     

6.13

     

(0.08

)

   

(6.74

)

 

Year Ended July 31, 2019

 

$

32.15

     

0.12

     

2.80

     

2.92

     

(0.09

)

   

(3.44

)

 

Year Ended July 31, 2018

 

$

28.65

     

0.07

     

4.18

     

4.25

     

(0.05

)

   

(0.70

)

 

Year Ended July 31, 2017

 

$

25.53

     

0.09

     

4.31

     

4.40

     

(0.05

)

   

(1.23

)

 

Year Ended July 31, 2016

 

$

25.91

     

0.10

     

1.19

     

1.29

     

(0.11

)

   

(1.56

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

30.77

     

(0.06

)(d)

   

4.14

     

4.08

     

     

(1.48

)

 

Year Ended July 31, 2020

 

$

31.47

     

(0.04

)(d)

   

6.16

     

6.12

     

(0.08

)

   

(6.74

)

 

Year Ended July 31, 2019

 

$

32.08

     

0.15

     

2.78

     

2.93

     

(0.10

)

   

(3.44

)

 

Year Ended July 31, 2018

 

$

28.59

     

0.09

     

4.18

     

4.27

     

(0.08

)

   

(0.70

)

 

Year Ended July 31, 2017

 

$

25.48

     

0.12

     

4.30

     

4.42

     

(0.08

)

   

(1.23

)

 

Year Ended July 31, 2016

 

$

25.86

     

0.15

     

1.16

     

1.31

     

(0.13

)

   

(1.56

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratio by less than 0.01%.

(f)  Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.


10



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Growth Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(1.48

)

 

$

33.45

     

13.18

%

   

0.84

%

   

(0.38

)%

   

0.84

%

 

$

1,971,908

     

20

%

 

Year Ended July 31, 2020

   

(6.82

)

 

$

30.85

     

23.71

%

   

0.91

%

   

(0.16

)%

   

0.91

%

 

$

1,841,547

     

59

%

 

Year Ended July 31, 2019

   

(3.53

)

 

$

31.54

     

10.90

%

   

0.90

%(e)

   

0.41

%

   

0.90

%(e)

 

$

1,676,470

     

70

%(f)

 

Year Ended July 31, 2018

   

(0.75

)

 

$

32.15

     

14.99

%

   

0.97

%(e)

   

0.33

%

   

0.97

%(e)

 

$

1,581,693

     

19

%

 

Year Ended July 31, 2017

   

(1.28

)

 

$

28.65

     

18.04

%

   

1.09

%(e)

   

0.36

%

   

1.09

%(e)

 

$

1,375,305

     

17

%

 

Year Ended July 31, 2016

   

(1.67

)

 

$

25.53

     

5.25

%

   

1.11

%(e)

   

0.36

%

   

1.11

%(e)

 

$

1,143,344

     

18

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(1.48

)

 

$

33.37

     

13.21

%

   

0.82

%

   

(0.36

)%

   

0.82

%

 

$

1,189,812

     

20

%

 

Year Ended July 31, 2020

   

(6.82

)

 

$

30.77

     

23.75

%

   

0.87

%

   

(0.13

)%

   

0.87

%

 

$

1,175,311

     

59

%

 

Year Ended July 31, 2019

   

(3.54

)

 

$

31.47

     

10.94

%

   

0.85

%(e)

   

0.47

%

   

0.85

%(e)

 

$

1,083,799

     

70

%(f)

 

Year Ended July 31, 2018

   

(0.78

)

 

$

32.08

     

15.07

%

   

0.92

%(e)

   

0.39

%

   

0.92

%(e)

 

$

1,324,054

     

19

%

 

Year Ended July 31, 2017

   

(1.31

)

 

$

28.59

     

18.14

%

   

1.01

%(e)

   

0.43

%

   

1.01

%(e)

 

$

1,299,751

     

17

%

 

Year Ended July 31, 2016

   

(1.69

)

 

$

25.48

     

5.34

%

   

1.02

%(e)

   

0.47

%

   

1.02

%(e)

 

$

1,012,360

     

18

%

 

See notes to financial statements.


11



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Growth Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


12



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

3,132,932

   

$

   

$

   

$

3,132,932

   

Collateral for Securities Loaned

   

15,653

     

     

     

15,653

   

Total

 

$

3,148,585

   

$

   

$

   

$

3,148,585

   

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


13



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

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

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

15,115

   

$

   

$

15,653

   

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to


14



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):


  Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

633,843

   

$

883,632

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.3

   

USAA Target Retirement Income Fund

   

0.5

   

USAA Target Retirement 2030 Fund

   

1.7

   

USAA Target Retirement 2040 Fund

   

2.4

   

USAA Target Retirement 2050 Fund

   

1.6

   

USAA Target Retirement 2060 Fund

   

0.2

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.


15



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Large-Cap Growth Funds Index. The Lipper Large-Cap Growth Funds Index tracks the total return performance of each class within the Lipper Large-Cap Growth Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Large-Cap Growth Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(430) and $(274) for Fund Shares and Institutional Shares, respectively, in thousands. Performance adjustments were (0.04)% and (0.05)% for Fund Shares and Institutional Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM has entered into a Subadvisory Agreement with Loomis, Sayles & Company, L.P. ("Loomis Sayles"), under which Loomis Sayles directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). These arrangements provide for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% and 0.10% of average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of


16



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% of average daily net assets of the Institutional Shares, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.92% and 0.88% for Fund Shares and Institutional Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, there are no amounts available to be repaid to the Adviser.


17



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors. Price changes may be temporary or last for extended periods.

Foreign Securities Risk — Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

    Borrower or
Lender
  Amount
Outstanding at
January 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
       

Borrower

 

$

   

$

5,023

     

15

     

0.68

%

 

$

10,650

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.

9. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


20



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,131.80

   

$

1,020.97

   

$

4.51

   

$

4.28

     

0.84

%

 

Institutional Shares

   

1,000.00

     

1,132.10

     

1,021.07

     

4.41

     

4.18

     

0.82

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


21



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Loomis, Sayles & Company, LP (the "Subadviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and Subadvisory Agreement and the Adviser and the Subadviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's and the Subadviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement and Subadvisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement and the Subadvisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement and the Subadvisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadviser in providing services to the Fund.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser and the Subadviser. At the meeting at which the renewal of the Advisory Agreement and Subadvisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser and the Subadviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement and Subadvisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its


22



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Board considered the Adviser's process for monitoring the performance of the Subadviser and the Adviser's timeliness in responding to performance issues. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was above the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also took into account that the subadvisory fees under the Subadvisory Agreement are paid by the Adviser. The Board also considered and discussed information about the Subadviser's fees, including the amount of management fees retained by the Adviser after payment of the subadvisory fees.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


23



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and below its Lipper index for the one-year period ended September 30, 2020, was below the average of its performance universe and its Lipper index for the three- and five-year periods ended September 30, 2020, and was above the average of its performance universe and its Lipper index for the ten-year period ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's longer-term underperformance. The Board also considered management's discussion of recent changes made to the Fund and the Fund's more recent improved performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees and also noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board considered the fact that the Adviser also pays the Fund's subadvisory fees. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Subadvisory Agreement

In approving the Subadvisory Agreement with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadviser, including the personnel providing services; (ii) the Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreement. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreement. In approving the Subadvisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.


24



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadviser, including information presented periodically throughout the previous year. The Board considered the Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and the Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadviser, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance questionnaire and quarterly compliance certifications to the Board; and (iii) due diligence visits with the Subadviser.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadviser. In considering the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreement were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreement and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of the Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreement. For similar reasons, the Board concluded that the potential for economies of scale in the Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreement.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that the Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to the Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended September 30, 2020, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of the Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadviser. The Board was mindful of the Adviser's focus on the Subadviser's performance. The Board also noted the Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.


25



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23420-0321



JANUARY 31, 2021

Semi Annual Report

USAA High Income Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

4

   

Financial Statements

 

Statement of Assets and Liabilities

    22    

Statement of Operations

    23    

Statements of Changes in Net Assets

    24    

Financial Highlights

    26    

Notes to Financial Statements

   

30

   

Supplemental Information (Unaudited)

   

41

   

Proxy Voting and Portfolio Holdings Information

    41    

Expense Examples

    41    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    42

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA High Income Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with an attractive total return primarily through high current income and secondarily through capital appreciation.

Asset Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA High Income Fund (continued)
 

January 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

January 31, 2021

(% of Net Assets)

This chart reflects long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings, in descending order of credit quality, AAA, AA, A, and BBB, included in the chart above as "Investment Grade". NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management, Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


3



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (0.2%)

 

NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49 (a)

 

$

2,786

   

$

2,853

   

Total Asset-Backed Securities (Cost $2,786)

   

2,853

   

Collateralized Mortgage Obligations (0.2%)

 
Banc of America Commercial Mortgage Trust, Series 2008-1, Class AJ,
6.79%, 2/10/51 (b)
   

163

     

172

   
Bear Stearns Commercial Mortgage Securities Trust, Series 2007-T26,
Class AJ, 5.43%, 1/12/45, Callable 2/8/22 @ 100 (b)
   

5,000

     

4,109

   
CHL Mortgage Pass-Through Trust, Series 2004-25, Class 1A6, 1.09%
(LIBOR01M+96bps), 2/25/35, Callable 2/25/21 @ 100 (c)
   

1,714

     

225

   
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL,
0.32% (LIBOR01M+19bps), 2/15/40 (c)
   

50

     

47

   
Credit Suisse First Boston Mortgage Securities Corp., Series 1998-C1,
Class AX, 2.17%, 5/17/40, Callable 3/11/21 @ 100 (b) (d)
   

40

     

(e)

 

Total Collateralized Mortgage Obligations (Cost $6,054)

   

4,553

   

Common Stocks (1.7%)

 

Communication Services (0.4%):

 

AT&T, Inc.

   

33,780

     

967

   

Clear Channel Outdoor Holdings, Inc. (f)

   

163,905

     

326

   

Comcast Corp. Class A

   

52,422

     

2,599

   

iHeartMedia, Inc. Class A (f)

   

69,703

     

1,013

   

Lumen Technologies, Inc.

   

63,000

     

780

   

Verizon Communications, Inc.

   

19,653

     

1,076

   
     

6,761

   

Consumer Discretionary (0.0%): (g)

 

Las Vegas Sands Corp. (h)

   

13,500

     

649

   

Energy (0.3%):

 
BP PLC, ADR    

53,764

     

1,195

   

GenOn Energy, Inc. (f) (i) (j)

   

16,168

     

2,183

   

Nine Point Energy (f) (i) (k)

   

2,678,202

     

(e)

 

Paragon Litigation (f) (i) (k)

   

3,813

     

38

   

Paragon Litigation (f) (i) (k)

   

2,542

     

(e)

 

Royal Dutch Shell PLC, ADR (l)

   

32,263

     

1,190

   

Sabine Oil & Gas Holdings, Inc. (f) (i) (k)

   

2,824

     

19

   

Thunderbird Resources (f) (i) (k)

   

22,883

     

3

   
     

4,628

   

Financials (0.4%):

 

CME Group, Inc.

   

13,217

     

2,402

   

JPMorgan Chase & Co.

   

18,507

     

2,382

   

KeyCorp

   

111,918

     

1,887

   

Regions Financial Corp.

   

109,207

     

1,858

   
     

8,529

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Health Care (0.3%):

 

AbbVie, Inc.

   

22,300

   

$

2,285

   

CVS Health Corp.

   

18,400

     

1,318

   

Merck & Co., Inc.

   

30,900

     

2,381

   
     

5,984

   

Information Technology (0.1%):

 

Microsoft Corp. (h)

   

7,174

     

1,664

   

Materials (0.1%):

 

LyondellBasell Industries NV Class A

   

19,215

     

1,648

   

Real Estate (0.1%):

 

Crown Castle International Corp.

   

12,489

     

1,989

   

Total Common Stocks (Cost $29,211)

   

31,852

   

Preferred Stocks (2.8%)

 

Communication Services (0.3%):

 

Qwest Corp., 6.50%, 9/1/56

 

$

192,291

     

4,936

   

Consumer Staples (1.3%):

 

CHS, Inc., cumulative redeemable, Series 1, 7.88% (m)

   

109,326

     

3,111

   

CHS, Inc., cumulative redeemable, Series 2, 7.10% (LIBOR03M+429bps) (c) (m)

   

114,391

     

3,178

   

Dairy Farmers of America, Inc., cumulative redeemable, 7.88% (a) (m)

   

200,000

     

19,900

   
     

26,189

   

Energy (0.8%):

 

NuStar Logistics LP, 6.98% (LIBOR03M+673bps), 1/15/43 (c) (h)

   

693,264

     

15,370

   

Financials (0.2%):

 

U.S. Bancorp, non-cumulative, Series A, 3.50% (LIBOR03M+102bps) (c) (m)

   

3,000

     

2,838

   

Real Estate (0.2%):

 

Equity Residential, cumulative redeemable, Series K, 8.29% (m)

   

45,314

     

2,923

   

Prologis, Inc., cumulative redeemable, Series Q, 8.54% (m)

   

5,310

     

380

   
     

3,303

   

Total Preferred Stocks (Cost $51,866)

   

52,636

   

Warrants (0.0%) (g)

 

Energy (0.0%):

 

SandRidge Energy, Inc. (i)

   

13,764

     

(e)

 

SandRidge Energy, Inc.

   

5,795

     

(e)

 
     

(e)

 

Total Warrants (Cost $—)

   

(e)

 

Convertible Corporate Bonds (0.1%)

 

Energy (0.1%):

 

Cheniere Energy, Inc., 4.25%, 3/15/45, Callable 3/15/21 @ 83.65

 

$

1,500

     

1,213

   

Total Convertible Corporate Bonds (Cost $1,094)

   

1,213

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Senior Secured Loans (2.6%)

 

Adient US LLC, Initial Term Loans, First Lien, 5/6/24 (c) (n) (u)

 

$

3,300

   

$

3,300

   
Avaya Inc., 2020 Extended Term Loans, First Lien, 4.38%
(LIBOR01M+425bps), 12/15/27 (c)
   

128

     

127

   

Avaya Inc., Term Loan B, First Lien, 4.38% (LIBOR01M+425bps), 12/15/24 (c)

   

5

     

5

   
Bass Pro Group, LLC, Initial Term Loans, First Lien, 5.75%
(LIBOR01M+500bps), 12/16/23 (c)
   

4,901

     

4,905

   
Cengage Learning , Inc., 2016 Term Loan B, First Lien, 5.25%
(LIBOR06M+425bps), 6/7/23 (c)
   

2,858

     

2,743

   

Chesapeake Energy Corporation, Class A Loan, First Lien, 6/9/24 (c) (p) (q) (u)

   

3,000

     

3,640

   
CITGO Petroleum Corporation, 2019 Incremental Term B Loans, First Lien,
7.25% (LIBOR06M+625bps), 3/22/24 (c)
   

2,155

     

2,143

   
Endo Luxembourg Finance Company I S.a.r.l., Initial Term Loans, First Lien,
5.00% (LIBOR03M+425bps), 4/29/24 (c)
   

6,979

     

6,919

   
Envision Healthcare Corporation, Initial Term Loans, First Lien, 3.90%
(LIBOR01M+375bps), 10/11/25 (c)
   

5

     

4

   
Getty Images Inc., Initial Dollar Term Loans, First Lien, 4.69%
(LIBOR01M+450bps), 2/19/26 (c)
   

2,912

     

2,897

   
Graham Packaging, Initial Term Loans, First Lien, 4.50%
(LIBOR01M+375bps), 7/28/27 (c)
   

1,500

     

1,503

   
H-Food Holdings, LLC, Initial Term Loan, First Lien, 3.83%
(LIBOR01M+369bps), 5/31/25 (c)
   

1,980

     

1,967

   
Lealand Finance Company BV, Make Whole Term Loan, First Lien, 3.15%
(LIBOR01M+300bps), 6/30/24 (c) (i)
   

39

     

31

   
Lealand Finance Company BV, Take-Back Term Loan, First Lien, 1.15%
(LIBOR01M+100bps), 6/30/25 (c) (i)
   

324

     

210

   
Lucid Energy Group II Borrower, LLC, Initial Term Loan, First Lien, 4.00%
(LIBOR01M+300bps), 2/18/25 (c)
   

1,930

     

1,828

   
Mitchell International, Inc., Initial Term Loans Second Lien, Second Lien,
7.40% (LIBOR01M+725bps), 12/1/25 (c)
   

3,000

     

2,954

   
Pregis Topco LLC, Initial Term Loan, First Lien, 3.90% (LIBOR01M+375bps),
7/25/26 (c)
   

1,485

     

1,489

   

Quicksilver Resources, Inc., 6/21/19 (c) (i) (k) (u)

   

3,993

     

6

   
Sunshine Luxembourg VII Sarl, Facility B1 Commitments, First Lien, 5.00%
(LIBOR03M+400bps), 10/2/26 (c)
   

2,992

     

2,999

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

5,908

     

5,509

   
WaterBridge Midstream Operating LLC, 1st Lien Term Loan B, 6.75%
(LIBOR06M+575bps), 6/21/26 (c)
   

(e)

   

(e)

 
Wok Holdings Inc., Initial Term Loans, First Lien, 6.40% (LIBOR01M+625bps),
3/1/26 (c)
   

2,948

     

2,728

   

Total Senior Secured Loans (Cost $51,287)

   

47,907

   

Corporate Bonds (69.9%)

 

Communication Services (12.2%):

 

Cars.com, Inc., 6.38%, 11/1/28, Callable 11/1/23 @ 103.19 (a)

   

2,000

     

2,125

   
CCO Holdings LLC/CCO Holdings Capital Corp.
4.75%, 3/1/30, Callable 9/1/24 @ 102.38 (a)
   

30,000

     

32,652

   

4.50%, 8/15/30, Callable 2/15/25 @ 102.25 (a)

   

5,000

     

5,265

   

4.50%, 5/1/32, Callable 5/1/26 @ 102.25 (a)

   

1,000

     

1,043

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
CenturyLink, Inc.
7.50%, 4/1/24, Callable 1/1/24 @ 100
 

$

5,000

   

$

5,632

   

7.65%, 3/15/42 (l)

   

6,621

     

8,195

   
Cincinnati Bell, Inc.
7.00%, 7/15/24, Callable 9/15/21 @ 101.75 (a)
   

6,000

     

6,239

   

8.00%, 10/15/25, Callable 10/15/21 @ 104 (a)

   

4,000

     

4,280

   
Clear Channel Worldwide Holdings, Inc., 5.13%, 8/15/27,
Callable 8/15/22 @ 102.56 (a)
   

1,667

     

1,703

   
CSC Holdings LLC
5.38%, 2/1/28, Callable 2/1/23 @ 102.69 (a)
   

1,000

     

1,062

   

7.50%, 4/1/28, Callable 4/1/23 @ 103.75 (a)

   

3,000

     

3,344

   

6.50%, 2/1/29, Callable 2/1/24 @ 103.25 (a)

   

4,500

     

5,012

   

5.75%, 1/15/30, Callable 1/15/25 @ 102.88 (a)

   

11,000

     

11,887

   
Dish DBS Corp.
5.00%, 3/15/23
   

5,000

     

5,151

   

5.88%, 11/15/24

   

4,000

     

4,146

   

7.75%, 7/1/26

   

7,000

     

7,648

   

7.38%, 7/1/28, Callable 7/1/23 @ 103.69

   

2,000

     

2,082

   

Embarq Corp., 8.00%, 6/1/36

   

5,000

     

6,140

   
Frontier Communications Corp.
5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (a)
   

2,000

     

2,074

   

6.75%, 5/1/29, Callable 5/1/24 @ 103.38 (a)

   

2,000

     

2,116

   

9.00%, 8/15/31 (o)

   

2,000

     

968

   

Getty Images, Inc., 9.75%, 3/1/27, Callable 3/1/22 @ 104.88 (a)

   

1,500

     

1,601

   

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

   

500

     

499

   

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

   

3,714

     

3,965

   

iHeartCommunications, Inc., 6.38%, 5/1/26, Callable 5/1/22 @ 103.19

   

394

     

420

   

Lamar Media Corp., 4.88%, 1/15/29, Callable 1/15/24 @ 102.44

   

1,000

     

1,060

   

Match Group Holdings II LLC, 4.63%, 6/1/28, Callable 6/1/23 @ 102.31 (a)

   

2,000

     

2,105

   

Meredith Corp., 6.88%, 2/1/26, Callable 3/12/21 @ 103.44 (l)

   

5,000

     

5,058

   

National CineMedia LLC, 5.75%, 8/15/26, Callable 8/15/21 @ 102.88

   

1,000

     

776

   
Netflix, Inc.
3.63%, 6/15/25, Callable 3/15/25 @ 100 (a)
   

3,000

     

3,258

   

4.88%, 4/15/28

   

5,000

     

5,879

   

4.88%, 6/15/30, Callable 3/15/30 @ 100 (a)

   

3,500

     

4,231

   

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

   

4,000

     

4,247

   

Salem Media Group, Inc., 6.75%, 6/1/24, Callable 3/12/21 @ 103.38 (a) (l)

   

4,500

     

4,425

   
Scripps Escrow II, Inc.
3.88%, 1/15/29, Callable 1/15/24 @ 101.94 (a)
   

500

     

500

   

5.38%, 1/15/31, Callable 1/15/26 @ 102.69 (a)

   

500

     

505

   

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

   

8,000

     

8,250

   

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

   

5,000

     

5,153

   
Sprint Corp.
7.63%, 2/15/25, Callable 11/15/24 @ 100 (h)
   

10,000

     

11,952

   

7.63%, 3/1/26, Callable 11/1/25 @ 100

   

10,000

     

12,323

   
T-Mobile USA, Inc.
6.00%, 4/15/24, Callable 2/22/21 @ 102.25
   

5,000

     

5,053

   

4.75%, 2/1/28, Callable 2/1/23 @ 102.38

   

10,000

     

10,678

   

2.88%, 2/15/31, Callable 2/15/26 @ 101.44

   

1,000

     

1,009

   

Univision Communications, Inc., 9.50%, 5/1/25, Callable 5/1/22 @ 104.75 (a)

   

3,000

     

3,281

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Zayo Group Holdings, Inc.
4.00%, 3/1/27, Callable 3/12/21 @ 102 (a)
 

$

1,500

   

$

1,504

   

6.13%, 3/1/28, Callable 3/1/23 @ 103.06 (a)

   

5,000

     

5,203

   
Zayo Group LLC/Zayo Capital, Inc.
6.38%, 5/15/25, Callable 3/12/21 @ 103.19 (l)
   

5,000

     

4,817

   

5.75%, 1/15/27, Callable 1/15/22 @ 102.88 (a)

   

500

     

486

   
     

227,002

   

Consumer Discretionary (7.8%):

 

Asbury Automotive Group, Inc., 4.75%, 3/1/30, Callable 3/1/25 @ 102.38

   

3,000

     

3,155

   
Ashton Woods USA LLC/Ashton Woods Finance Co.
6.75%, 8/1/25, Callable 3/12/21 @ 105.06 (a)
   

4,000

     

4,163

   

9.88%, 4/1/27, Callable 4/1/22 @ 107.41 (a)

   

2,000

     

2,264

   

Beazer Homes USA, Inc., 7.25%, 10/15/29, Callable 10/15/24 @ 103.63

   

6,300

     

7,115

   
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/25,
Callable 2/22/21 @ 102.63 (a)
   

4,000

     

3,990

   

Carnival Corp., 9.88%, 8/1/27, Callable 2/1/24 @ 104.94 (a)

   

2,065

     

2,363

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

7,500

     

7,940

   

Cooper-Standard Automotive, Inc., 13.00%, 6/1/24, Callable 6/1/22 @ 106.5 (a)

   

500

     

579

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

3,000

     

3,650

   

6.63%, 10/1/28

   

13,000

     

15,167

   

GPC Merger Sub, Inc., 7.13%, 8/15/28, Callable 8/15/23 @ 103.56 (a)

   

2,000

     

2,173

   

Group 1 Automotive, Inc., 4.00%, 8/15/28, Callable 8/15/23 @ 102 (a)

   

1,500

     

1,536

   
Hilton Domestic Operating Co., Inc.
4.00%, 5/1/31, Callable 5/1/26 @ 102 (a)
   

2,500

     

2,570

   

3.63%, 2/15/32, Callable 8/15/26 @ 101.81 (a) (n)

   

3,000

     

2,970

   

L Brands, Inc., 6.95%, 3/1/33

   

3,000

     

3,199

   

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

   

2,500

     

2,617

   

M/I Homes, Inc., 4.95%, 2/1/28, Callable 2/1/23 @ 103.71

   

4,500

     

4,751

   

Marriott Ownership Resorts, Inc., 4.75%, 1/15/28, Callable 9/15/22 @ 102.38

   

2,000

     

2,017

   

Mattel, Inc., 6.75%, 12/31/25, Callable 2/22/21 @ 105.06 (a)

   

5,185

     

5,450

   
MGM Resorts International
6.75%, 5/1/25, Callable 5/1/22 @ 103.38
   

5,000

     

5,349

   

4.75%, 10/15/28, Callable 7/15/28 @ 100

   

2,000

     

2,095

   

Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

721

     

724

   

NCL Corp. Ltd., 10.25%, 2/1/26, Callable 8/1/23 @ 105.13 (a)

   

2,000

     

2,315

   

Newell Brands, Inc., 5.88%, 4/1/36, Callable 10/1/35 @ 100

   

3,500

     

4,310

   

Nordstrom, Inc., 4.38%, 4/1/30, Callable 1/1/30 @ 100 (l)

   

2,000

     

2,004

   
Northwest Fiber LLC/Northwest Fiber Finance Sub, Inc., 10.75%, 6/1/28,
Callable 6/1/23 @ 105.38 (a)
   

1,000

     

1,132

   
PetSmart, Inc.
7.13%, 3/15/23, Callable 3/12/21 @ 101.78 (a)
   

3,000

     

3,013

   

8.88%, 6/1/25, Callable 2/12/21 @ 104.44 (a)

   

3,000

     

3,128

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

5,000

     

5,290

   

Service Corp. International, 5.13%, 6/1/29, Callable 6/1/24 @ 102.56 (h)

   

3,500

     

3,854

   
Taylor Morrison Communities, Inc., 5.75%, 1/15/28,
Callable 10/15/27 @ 100 (a)
   

5,000

     

5,662

   

Tesla, Inc., 5.30%, 8/15/25, Callable 3/12/21 @ 103.98 (a)

   

7,000

     

7,285

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Trident TPI Holdings, Inc., 6.63%, 11/1/25, Callable 2/22/21 @ 103.31 (a)

 

$

3,000

   

$

3,067

   
USA Compression Partners LP/USA Compression Finance Corp., 6.88%,
9/1/27, Callable 9/1/22 @ 105.16
   

3,000

     

3,199

   
Weekley Homes LLC/Weekley Finance Corp., 4.88%, 9/15/28,
Callable 9/15/23 @ 102.44 (a)
   

2,000

     

2,080

   
Williams Scotsman International, Inc., 4.63%, 8/15/28,
Callable 8/15/23 @ 102.31 (a)
   

1,000

     

1,034

   

Wolverine World Wide, Inc., 6.38%, 5/15/25, Callable 5/15/22 @ 103.19 (a)

   

2,500

     

2,665

   
Wyndham Hotels & Resorts, Inc., 4.38%, 8/15/28,
Callable 8/15/23 @ 102.19 (a)
   

250

     

253

   
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.13%, 10/1/29,
Callable 7/1/29 @ 100 (a)
   

3,000

     

3,085

   

Yum! Brands, Inc., 4.75%, 1/15/30, Callable 10/15/29 @ 100 (a)

   

4,000

     

4,294

   
     

143,507

   

Consumer Staples (3.4%):

 
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC
5.75%, 3/15/25, Callable 3/12/21 @ 102.88 (l)
   

1,920

     

1,984

   

3.50%, 3/15/29, Callable 9/15/23 @ 101.75 (a)

   

500

     

494

   

Coty, Inc., 6.50%, 4/15/26, Callable 4/15/21 @ 104.88 (a)

   

5,000

     

4,770

   

Edgewell Personal Care Co., 5.50%, 6/1/28, Callable 6/1/23 @ 102.75 (a)

   

1,000

     

1,070

   

Energizer Holdings, Inc., 4.75%, 6/15/28, Callable 6/15/23 @ 102.38 (a)

   

250

     

261

   
H-Food Holdings LLC/Hearthside Finance Co., Inc., 8.50%, 6/1/26,
Callable 6/1/21 @ 104.25 (a)
   

4,000

     

4,177

   

JBS Investments II GmbH, 5.75%, 1/15/28, Callable 7/15/22 @ 102.88 (a)

   

1,500

     

1,598

   
Kraft Heinz Foods Co.
4.63%, 1/30/29, Callable 10/30/28 @ 100
   

15,000

     

17,124

   

4.25%, 3/1/31, Callable 12/1/30 @ 100

   

1,500

     

1,687

   

4.38%, 6/1/46, Callable 12/1/45 @ 100

   

7,000

     

7,457

   

NBM US Holdings, Inc., 6.63%, 8/6/29, Callable 8/6/24 @ 103.31 (a) (l)

   

3,000

     

3,381

   

Pilgrim's Pride Corp., 5.88%, 9/30/27, Callable 9/30/22 @ 102.94 (a)

   

3,000

     

3,194

   
Post Holdings, Inc.
5.75%, 3/1/27, Callable 3/1/22 @ 102.88 (a)
   

3,000

     

3,150

   

5.50%, 12/15/29, Callable 12/15/24 @ 102.75 (a)

   

2,500

     

2,715

   

4.63%, 4/15/30, Callable 4/15/25 @ 102.31 (a)

   

3,000

     

3,124

   

Spectrum Brands, Inc., 5.50%, 7/15/30, Callable 7/15/25 @ 102.75 (a)

   

500

     

537

   
U.S. Foods, Inc.
6.25%, 4/15/25, Callable 4/15/22 @ 103.13 (a)
   

4,000

     

4,270

   

4.75%, 2/15/29, Callable 2/15/24 @ 102.38 (a) (n)

   

2,000

     

2,008

   
     

63,001

   

Energy (10.2%):

 
Alliance Resource Operating Partners LP/Alliance Resource Finance Corp.,
7.50%, 5/1/25, Callable 3/12/21 @ 105.63 (a)
   

3,000

     

2,636

   

Apache Corp., 4.38%, 10/15/28, Callable 7/15/28 @ 100

   

5,000

     

5,001

   
Blue Racer Midstream LLC/Blue Racer Finance Corp., 7.63%, 12/15/25,
Callable 12/15/22 @ 103.81 (a)
   

1,500

     

1,583

   

Boardwalk Pipelines LP, 3.40%, 2/15/31, Callable 11/15/30 @ 100

   

2,000

     

2,076

   

Buckeye Partners LP, 5.60%, 10/15/44, Callable 4/15/44 @ 100

   

10,754

     

10,462

   

California Resources Corp., 7.13%, 2/1/26, Callable 2/1/23 @ 103.57 (a)

   

3,000

     

2,964

   

Carrizo Oil & Gas, Inc., 8.25%, 7/15/25, Callable 3/12/21 @ 106.19

   

3,000

     

2,097

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Citgo Holding, Inc., 9.25%, 8/1/24, Callable 8/1/21 @ 104.63 (a)

 

$

1,000

   

$

962

   

Citgo Petroleum Corp., 6.25%, 8/15/22, Callable 3/5/21 @ 100 (a)

   

1,875

     

1,870

   

CONSOL Energy, Inc., 11.00%, 11/15/25, Callable 11/15/21 @ 105.5 (a)

   

5,000

     

4,372

   

Continental Resources, Inc., 5.75%, 1/15/31, Callable 7/15/30 @ 100 (a)

   

5,000

     

5,410

   
CSI Compressco LP/CSI Compressco Finance, Inc., 7.50%, 4/1/25,
Callable 4/1/21 @ 105.63 (a)
   

1,163

     

1,131

   
CSI Compressco LP/CSI Compressco Finance, Inc. PIK, 10.00%, 4/1/26,
Callable 4/1/23 @ 107.5 (a) (q)
   

3,652

     

3,026

   
DCP Midstream Operating LP
5.13%, 5/15/29, Callable 2/15/29 @ 100
   

2,000

     

2,176

   

6.75%, 9/15/37 (a)

   

2,030

     

2,253

   
Endeavor Energy Resources LP/EER Finance, Inc., 6.63%, 7/15/25,
Callable 7/15/22 @ 103.31 (a)
   

2,000

     

2,132

   
Energy Transfer Operating LP
7.13% (H15T5Y+531bps), Callable 5/15/30 @ 100 (c) (m)
   

3,000

     

2,831

   

3.23% (LIBOR03M+302bps), 11/1/66, Callable 3/12/21 @ 100 (c)

   

3,000

     

2,062

   
Enlink Midstream Partners LP, 6.00% (LIBOR03M+411bps),
Callable 12/15/22 @ 100 (c) (m)
   

1,500

     

819

   
Enterprise Products Operating LLC, 3.00% (LIBOR03M+278bps), 6/1/67,
Callable 3/12/21 @ 100 (c)
   

3,000

     

2,591

   
Enterprise TE Partners LP, 3.00% (LIBOR03M+278bps), 6/1/67,
Callable 3/12/21 @ 100 (c)
   

3,000

     

2,426

   

EQT Corp., 8.75%, 2/1/30, Callable 11/1/29 @ 100

   

1,000

     

1,270

   

GenOn Energy, Inc., 9.88%, 10/15/20 (i) (k)

   

7,000

     

   

Hess Midstream Partners LP, 5.13%, 6/15/28, Callable 6/15/23 @ 102.56 (a)

   

3,000

     

3,116

   

Highpoint Operating Corp., 7.00%, 10/15/22, Callable 3/12/21 @ 100

   

3,000

     

1,201

   
Hilcorp Energy I LP/Hilcorp Finance Co.
6.25%, 11/1/28, Callable 11/1/23 @ 103.13 (a)
   

3,000

     

3,165

   

6.00%, 2/1/31, Callable 2/1/26 @ 103 (a)

   

100

     

101

   

Indigo Natural Resources LLC, 5.38%, 2/1/29, Callable 2/1/24 @ 102.69 (a) (n)

   

1,500

     

1,481

   

Laredo Petroleum, Inc., 10.13%, 1/15/28, Callable 1/15/23 @ 107.59 (l)

   

3,000

     

2,618

   
Martin Midstream Partners LP/Martin Midstream Finance Corp.
10.00%, 2/29/24, Callable 8/12/21 @ 102 (a)
   

480

     

496

   

11.50%, 2/28/25 (a) (l)

   

3,019

     

3,020

   

MPLX LP, 6.88% (LIBOR03M+465bps), Callable 2/15/23 @ 100 (c) (l) (m)

   

5,000

     

4,928

   
Murphy Oil Corp.
6.88%, 8/15/24, Callable 3/12/21 @ 103.44 (l)
   

4,000

     

3,903

   

5.75%, 8/15/25, Callable 3/12/21 @ 104.31

   

6,765

     

6,499

   
Newfield Exploration Co.
5.63%, 7/1/24
   

2,000

     

2,174

   

5.38%, 1/1/26, Callable 10/1/25 @ 100

   

3,000

     

3,273

   
Occidental Petroleum Corp.
2.90%, 8/15/24, Callable 7/15/24 @ 100
   

6,000

     

5,821

   

8.50%, 7/15/27, Callable 1/15/27 @ 100

   

5,000

     

5,892

   

6.38%, 9/1/28, Callable 3/1/28 @ 100

   

5,000

     

5,429

   

8.88%, 7/15/30, Callable 1/15/30 @ 100

   

5,000

     

6,277

   

4.66%, 10/10/36 (r)

   

3,500

     

1,712

   

Ovintiv, Inc., 6.63%, 8/15/37

   

4,000

     

4,800

   

PDC Energy, Inc., 5.75%, 5/15/26, Callable 5/15/21 @ 104.31 (l)

   

1,500

     

1,530

   

Petroleos Mexicanos, 6.63%, 6/15/35

   

15,000

     

14,168

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Range Resources Corp., 4.88%, 5/15/25, Callable 2/15/25 @ 100 (l)

 

$

2,000

   

$

1,957

   
Southern Union Co., 3.23% (LIBOR03M+302bps), 11/1/66,
Callable 3/12/21 @ 100 (c)
   

2,000

     

1,211

   
Southwestern Energy Co.
6.20%, 1/23/25, Callable 10/23/24 @ 100
   

2,000

     

2,098

   

7.75%, 10/1/27, Callable 10/1/22 @ 103.88 (l)

   

1,000

     

1,056

   

SRC Energy, Inc., 6.25%, 12/1/25, Callable 3/12/21 @ 104.69

   

5,000

     

5,004

   

Sunoco LP/Finance Corp., 4.50%, 5/15/29, Callable 5/15/24 @ 102.25 (a)

   

3,000

     

3,069

   
Tallgrass Energy Partners LP/Tallgras Energy Finance Corp., 6.00%, 3/1/27,
Callable 3/1/23 @ 103 (a)
   

3,000

     

3,056

   

Talos Production, Inc., 12.00%, 1/15/26, Callable 1/15/23 @ 106 (a)

   

2,000

     

1,900

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.
5.00%, 1/15/28, Callable 1/15/23 @ 102.5
   

10,000

     

10,366

   

4.88%, 2/1/31, Callable 2/1/26 @ 102.44 (a)

   

2,000

     

2,093

   
Teekay Offshore Partners LP/Teekay Offshore Finance Corp., 8.50%, 7/15/23,
Callable 2/25/21 @ 104.25 (a)
   

2,000

     

1,803

   

Transocean, Inc., 11.50%, 1/30/27, Callable 7/30/23 @ 105.75 (a)

   

1,860

     

1,465

   

Western Midstream Operating LP, 5.75%, 2/1/50, Callable 8/1/49 @ 100

   

7,000

     

7,877

   

WPX Energy, Inc., 5.88%, 6/15/28, Callable 6/15/23 @ 102.94

   

3,000

     

3,249

   
     

189,958

   

Financials (9.5%):

 

Adient Global Holdings Corp., 4.88%, 8/15/26, Callable 8/15/21 @ 102.44 (a) (l)

   

6,700

     

6,783

   

AmTrust Financial Services, Inc., 6.13%, 8/15/23

   

5,000

     

5,008

   

AmWINS Group, Inc., 7.75%, 7/1/26, Callable 7/1/21 @ 105.81 (a)

   

4,000

     

4,286

   

Ares Capital Corp., 3.88%, 1/15/26, Callable 12/15/25 @ 100

   

2,000

     

2,149

   

AssuredPartners, Inc., 5.63%, 1/15/29, Callable 12/15/23 @ 102.81 (a)

   

2,000

     

2,040

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

5,000

     

5,293

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29,
Callable 6/30/24 @ 100 (c)
   

2,000

     

1,971

   
Credit Acceptance Corp.
5.13%, 12/31/24, Callable 12/31/21 @ 102.56 (a)
   

1,000

     

1,034

   

6.63%, 3/15/26, Callable 3/15/22 @ 103.31

   

8,750

     

9,275

   

First Midwest Bancorp, Inc., 5.88%, 9/29/26, Callable 8/29/26 @ 100

   

5,000

     

5,718

   

FirstCash, Inc., 4.63%, 9/1/28, Callable 9/1/23 @ 102.31 (a)

   

1,000

     

1,038

   
Flex Acquisition Co., Inc.
6.88%, 1/15/25, Callable 3/12/21 @ 101.72 (a)
   

3,150

     

3,199

   

7.88%, 7/15/26, Callable 7/15/21 @ 103.94 (a)

   

2,000

     

2,103

   
Ford Motor Credit Co. LLC
4.13%, 8/17/27, Callable 6/17/27 @ 100
   

11,250

     

11,856

   

5.11%, 5/3/29, Callable 2/3/29 @ 100

   

15,000

     

16,506

   

FS KKR Capital Corp. II, 4.25%, 2/14/25, Callable 1/14/25 @ 100 (a)

   

3,000

     

3,048

   
Genworth Holdings, Inc., 2.22% (LIBOR03M+200bps), 11/15/66,
Callable 2/25/21 @ 100 (c)
   

3,000

     

1,349

   

HUB International Ltd., 7.00%, 5/1/26, Callable 5/1/21 @ 103.5 (a)

   

3,000

     

3,113

   

ILFC E-Capital Trust II, 3.48%, 12/21/65, Callable 3/12/21 @ 100 (a)

   

5,362

     

4,317

   
LABL Escrow Issuer LLC
6.75%, 7/15/26, Callable 7/15/22 @ 103.38 (a)
   

1,000

     

1,075

   

10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (a) (h)

   

3,000

     

3,326

   

Lehman Brothers Holdings, 5.75%, 4/25/11, MTN (i)

   

1,000

     

10

   

Lehman Brothers Treasury Co. BV, MTN (m) (s)

   

1,447

     

9

   

See notes to financial statements.


11



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Level 3 Financing, Inc., 4.25%, 7/1/28, Callable 7/1/23 @ 102.13 (a)

 

$

2,917

   

$

2,999

   

MetLife, Inc., 10.75%, 8/1/69, Callable 8/1/34 @ 100

   

2,000

     

3,419

   

MUFG Americas Holdings Corp., 3.00%, 2/10/25, Callable 1/10/25 @ 100

   

1,000

     

1,086

   
Navient Corp.
6.75%, 6/25/25
   

7,000

     

7,671

   

6.75%, 6/15/26

   

5,000

     

5,511

   

5.63%, 8/1/33, MTN

   

6,000

     

5,741

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (c)
   

1,000

     

1,033

   
OneMain Finance Corp.
8.88%, 6/1/25, Callable 6/1/22 @ 104.44
   

1,500

     

1,674

   

7.13%, 3/15/26

   

9,000

     

10,566

   

6.63%, 1/15/28, Callable 7/15/27 @ 100

   

1,000

     

1,173

   

5.38%, 11/15/29, Callable 5/15/29 @ 100

   

3,500

     

3,856

   
PPL Capital Funding, Inc., 2.91% (LIBOR03M+267bps), 3/30/67,
Callable 3/12/21 @ 100 (c)
   

5,000

     

4,654

   

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

   

1,500

     

1,586

   
Sally Holdings LLC/Sally Capital, Inc., 8.75%, 4/30/25,
Callable 4/30/22 @ 104.38 (a)
   

3,000

     

3,318

   

SBL Holdings, Inc., 5.13%, 11/13/26, Callable 9/13/26 @ 100 (a)

   

5,000

     

5,037

   

Starwood Property Trust, Inc., 5.50%, 11/1/23, Callable 8/1/23 @ 100 (a)

   

1,000

     

1,045

   
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29,
Callable 2/7/24 @ 100 (c)
   

10,000

     

10,778

   

The Hanover Insurance Group, Inc., 8.21%, 2/3/27

   

3,780

     

4,541

   
The Hartford Financial Services Group, Inc., 2.35%
(LIBOR03M+213bps), 2/12/67, Callable 3/12/21 @ 100 (a) (c)
   

2,000

     

1,836

   

Zenith National Insurance Capital Trust I, 8.55%, 8/1/28 (a)

   

2,000

     

2,525

   
     

174,555

   

Health Care (7.5%):

 
Bausch Health Cos., Inc.
5.00%, 1/30/28, Callable 1/30/23 @ 102.5 (a)
   

4,633

     

4,772

   

5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (a)

   

13,370

     

13,824

   

5.25%, 2/15/31, Callable 2/15/26 @ 102.63 (a)

   

1,000

     

1,032

   
Centene Corp.
4.63%, 12/15/29, Callable 12/15/24 @ 102.31
   

5,000

     

5,544

   

3.38%, 2/15/30, Callable 2/15/25 @ 101.69

   

3,000

     

3,143

   

CHS, Inc., 8.00%, 3/15/26, Callable 3/15/22 @ 104 (a)

   

17,000

     

18,276

   
CHS/Community Health Systems, Inc.
6.63%, 2/15/25, Callable 2/15/22 @ 103.31 (a)
   

6,000

     

6,317

   

6.88%, 4/15/29, Callable 4/15/24 @ 103.44 (a) (n)

   

3,000

     

3,052

   

DaVita, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

10,000

     

9,925

   

Eastern Maine Healthcare Systems, 5.02%, 7/1/36

   

3,000

     

3,316

   
Encompass Health Corp.
5.75%, 9/15/25, Callable 3/12/21 @ 102.88
   

2,000

     

2,067

   

4.63%, 4/1/31, Callable 4/1/26 @ 102.31

   

500

     

531

   

Global Medical Response, Inc., 6.50%, 10/1/25, Callable 10/1/21 @ 103.25 (a)

   

2,000

     

2,066

   
HCA, Inc.
5.63%, 9/1/28, Callable 3/1/28 @ 100
   

9,500

     

11,124

   

3.50%, 9/1/30, Callable 3/1/30 @ 100

   

3,000

     

3,113

   

Mednax, Inc., 6.25%, 1/15/27, Callable 1/15/22 @ 104.69 (a)

   

6,000

     

6,418

   

See notes to financial statements.


12



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Molina Healthcare, Inc., 4.38%, 6/15/28, Callable 6/15/23 @ 102.19 (a)

 

$

1,000

   

$

1,045

   

MPH Acquisition Holdings LLC, 5.75%, 11/1/28, Callable 11/1/23 @ 102.88 (a) (l)

   

3,000

     

2,974

   
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA
7.38%, 6/1/25, Callable 6/1/22 @ 103.69 (a) (h)
   

1,000

     

1,072

   

7.25%, 2/1/28, Callable 2/1/23 @ 103.63 (a)

   

2,000

     

2,152

   

Par Pharmaceutical, Inc., 7.50%, 4/1/27, Callable 4/1/22 @ 105.63 (a)

   

3,250

     

3,500

   

Select Medical Corp., 6.25%, 8/15/26, Callable 8/15/22 @ 103.13 (a)

   

5,000

     

5,351

   
Tenet Healthcare Corp.
6.75%, 6/15/23
   

5,000

     

5,412

   

7.00%, 8/1/25, Callable 3/12/21 @ 103.5 (l)

   

6,425

     

6,657

   

5.13%, 11/1/27, Callable 11/1/22 @ 102.56 (a)

   

8,000

     

8,450

   

6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (a)

   

5,000

     

5,237

   

6.88%, 11/15/31

   

3,000

     

3,246

   
     

139,616

   

Industrials (6.8%):

 

ADT Security Corp., 4.88%, 7/15/32 (a)

   

3,500

     

3,789

   

Advanced Drainage Systems, Inc., 5.00%, 9/30/27, Callable 9/30/22 @ 102.5 (a)

   

1,000

     

1,052

   

Alaska Airlines Pass Through Trust, 4.80%, 2/15/29 (a)

   

2,000

     

2,230

   

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

   

2,000

     

2,319

   
Avis Budget Car Rental LLC/Avis Budget Finance, Inc.
10.50%, 5/15/25, Callable 5/15/22 @ 107.88 (a) (l)
   

2,000

     

2,362

   

5.75%, 7/15/27, Callable 7/15/22 @ 102.88 (a) (l)

   

1,000

     

1,011

   
Brand Energy & Infrastructure Services, Inc., 8.50%, 7/15/25,
Callable 3/12/21 @ 106.34 (a)
   

4,000

     

4,051

   

Builders FirstSource, Inc., 6.75%, 6/1/27, Callable 6/1/22 @ 103.38 (a)

   

3,099

     

3,335

   

Clark Equipment Co., 5.88%, 6/1/25, Callable 6/1/22 @ 102.94 (a)

   

750

     

793

   
Covanta Holding Corp.
5.88%, 7/1/25, Callable 3/12/21 @ 104.41
   

3,000

     

3,122

   

5.00%, 9/1/30, Callable 9/1/25 @ 102.5

   

1,000

     

1,055

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

3,000

     

3,476

   

7.38%, 1/15/26, Callable 12/15/25 @ 100

   

2,000

     

2,296

   

Delta Air Lines, Inc./Skymiles IP Ltd., 4.75%, 10/20/28 (a)

   

968

     

1,072

   

Gates Global LLC/Gates Corp., 6.25%, 1/15/26, Callable 1/15/22 @ 103.13 (a)

   

2,500

     

2,627

   

H&E Equipment Services, Inc., 3.88%, 12/15/28, Callable 12/15/23 @ 101.94 (a)

   

2,000

     

1,991

   

Hillenbrand, Inc., 5.75%, 6/15/25, Callable 6/15/22 @ 102.88

   

1,000

     

1,077

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

5,000

     

5,837

   

5.95%, 2/1/37

   

5,000

     

6,119

   
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 5.25%, 5/15/27,
Callable 11/15/26 @ 100
   

4,000

     

4,215

   

JB Poindexter & Co., Inc., 7.13%, 4/15/26, Callable 4/15/21 @ 105.34 (a)

   

2,500

     

2,661

   

Matthews International Corp., 5.25%, 12/1/25, Callable 3/12/21 @ 103.94 (a)

   

3,500

     

3,565

   
Prime Security Services Borrower LLC/Prime Finance, Inc.
3.38%, 8/31/27, Callable 8/31/26 @ 100 (a)
   

1,000

     

988

   

6.25%, 1/15/28, Callable 1/15/23 @ 103.13 (a)

   

10,000

     

10,622

   

RR Donnelley & Sons Co., 8.25%, 7/1/27, Callable 7/1/23 @ 106.19

   

2,850

     

3,326

   

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

   

2,000

     

2,053

   

Spirit AeroSystems, Inc., 5.50%, 1/15/25, Callable 10/15/22 @ 102.75 (a)

   

1,500

     

1,571

   

See notes to financial statements.


13



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Spirit Airlines Pass Through Trust, 4.10%, 10/1/29

 

$

2,124

   

$

2,080

   
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., 8.00%, 9/20/25,
Callable 9/20/23 @ 104 (a)
   

125

     

142

   

Standard Industries, Inc., 3.38%, 1/15/31, Callable 7/15/25 @ 101.69 (a)

   

2,000

     

1,979

   
Textron Financial Corp., 1.96% (LIBOR03M+174bps), 2/15/42,
Callable 2/25/21 @ 100 (a) (c)
   

5,000

     

3,986

   
TransDigm, Inc.
8.00%, 12/15/25, Callable 4/8/22 @ 104 (a)
   

500

     

547

   

7.50%, 3/15/27, Callable 3/15/22 @ 103.75

   

5,000

     

5,348

   

5.50%, 11/15/27, Callable 11/15/22 @ 102.75

   

9,000

     

9,276

   
Uber Technologies, Inc.
8.00%, 11/1/26, Callable 11/1/21 @ 106 (a) (l)
   

1,000

     

1,084

   

7.50%, 9/15/27, Callable 9/15/22 @ 105.63 (a)

   

2,000

     

2,193

   

United Airlines Pass Through Trust, 4.88%, 7/15/27

   

1,028

     

1,051

   
United Rentals North America, Inc.
5.50%, 5/15/27, Callable 5/15/22 @ 102.75
   

5,000

     

5,349

   

4.00%, 7/15/30, Callable 7/15/25 @ 102

   

3,000

     

3,165

   

Waste Pro USA, Inc., 5.50%, 2/15/26, Callable 3/12/21 @ 104.13 (a)

   

3,000

     

3,098

   

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

   

1,000

     

1,123

   
XPO Logistics, Inc.
6.75%, 8/15/24, Callable 8/15/21 @ 103.38 (a)
   

5,333

     

5,625

   

6.25%, 5/1/25, Callable 5/1/22 @ 103.13 (a)

   

2,000

     

2,145

   
     

126,806

   

Information Technology (3.3%):

 

Avaya, Inc., 6.13%, 9/15/28, Callable 9/15/23 @ 103.06 (a)

   

2,500

     

2,673

   

Boxer Parent Co., Inc., 7.13%, 10/2/25, Callable 6/1/22 @ 103.56 (a)

   

3,000

     

3,245

   

Brightstar Escrow Corp., 9.75%, 10/15/25, Callable 10/15/22 @ 104.88 (a)

   

2,000

     

2,139

   

Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (a)

   

2,000

     

2,192

   

CDW LLC/CDW Finance Corp., 4.13%, 5/1/25, Callable 5/1/22 @ 102.06

   

2,000

     

2,076

   
Colt Merger Sub, Inc.
6.25%, 7/1/25, Callable 7/1/22 @ 103.13 (a)
   

6,000

     

6,359

   

5.75%, 7/1/25, Callable 7/1/22 @ 102.88 (a)

   

1,000

     

1,049

   
CommScope Technologies LLC
6.00%, 6/15/25, Callable 2/22/21 @ 103 (a)
   

5,200

     

5,305

   

5.00%, 3/15/27, Callable 3/15/22 @ 102.5 (a)

   

12,000

     

11,953

   

Crowdstrike Holdings, Inc., 3.00%, 2/15/29, Callable 2/15/24 @ 101.5

   

1,000

     

1,012

   

Gartner, Inc., 4.50%, 7/1/28, Callable 7/1/23 @ 102.25 (a)

   

1,500

     

1,583

   

GTT Communications, Inc., 7.88%, 12/31/24, Callable 3/12/21 @ 103.94 (a) (l)

   

1,000

     

370

   

Itron, Inc., 5.00%, 1/15/26, Callable 3/12/21 @ 102.5 (a)

   

1,500

     

1,533

   

J2 Global, Inc., 4.63%, 10/15/30, Callable 10/15/25 @ 102.21 (a)

   

1,500

     

1,564

   

Microchip Technology, Inc., 4.25%, 9/1/25, Callable 9/1/22 @ 102.13 (a)

   

3,000

     

3,141

   

NCR Corp., 6.13%, 9/1/29, Callable 9/1/24 @ 103.06 (a)

   

3,000

     

3,263

   

Rocket Software, Inc., 6.50%, 2/15/29, Callable 2/15/24 @ 103.25 (a)

   

1,500

     

1,502

   

Seagate HDD Cayman, 3.38%, 7/15/31, Callable 1/15/26 @ 101.69 (a)

   

1,000

     

975

   

Solera LLC/Solera Finance, Inc., 10.50%, 3/1/24, Callable 3/12/21 @ 102.63 (a)

   

2,500

     

2,578

   

Unisys Corp., 6.88%, 11/1/27, Callable 11/1/23 @ 103.44 (a)

   

2,000

     

2,215

   

Western Digital Corp., 4.75%, 2/15/26, Callable 11/15/25 @ 100 (l)

   

5,000

     

5,539

   
     

62,266

   

See notes to financial statements.


14



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Materials (6.0%):

 

Allegheny Ludlum LLC, 6.95%, 12/15/25

 

$

6,456

   

$

7,031

   

Allegheny Technologies, Inc., 5.88%, 12/1/27, Callable 12/1/22 @ 102.94 (l)

   

500

     

525

   
Arconic Corp.
6.00%, 5/15/25, Callable 5/15/22 @ 103 (a)
   

2,000

     

2,151

   

6.13%, 2/15/28, Callable 2/15/23 @ 103.06 (a)

   

1,200

     

1,288

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

3,000

     

3,116

   

Axalta Coating Systems LLC, 3.38%, 2/15/29, Callable 2/15/24 @ 101.69 (a)

   

1,000

     

984

   
Axalta Coating Systems LLC/Axalta Coating Systems Dutch
Holding B BV, 4.75%, 6/15/27, Callable 6/15/23 @ 102.38 (a)
   

1,500

     

1,573

   

Ball Corp., 2.88%, 8/15/30, Callable 5/15/30 @ 100

   

1,500

     

1,493

   

Bway Holding Co., 7.25%, 4/15/25, Callable 3/12/21 @ 103.63 (a)

   

9,000

     

8,875

   
Cleveland Cliffs, Inc.
6.38%, 10/15/25, Callable 3/12/21 @ 103.19 (a) (l)
   

7,417

     

7,398

   

6.75%, 3/15/26, Callable 3/15/22 @ 105.06 (a)

   

3,000

     

3,228

   
Compass Minerals International, Inc., 6.75%, 12/1/27,
Callable 12/1/22 @ 103.38 (a)
   

4,000

     

4,313

   

Freeport-McMoRan, Inc., 4.25%, 3/1/30, Callable 3/1/25 @ 102.13

   

10,000

     

10,841

   

HB Fuller Co., 4.25%, 10/15/28, Callable 10/15/23 @ 102.13

   

1,000

     

1,024

   

Kaiser Aluminum Corp., 6.50%, 5/1/25, Callable 5/1/22 @ 103.25 (a)

   

3,000

     

3,206

   
Kraton Polymers LLC/Kraton Polymers Capital Corp., 4.25%, 12/15/25,
Callable 12/15/22 @ 102.13 (a)
   

2,000

     

2,013

   
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/26,
Callable 3/15/21 @ 103.13 (a)
   

1,000

     

1,031

   

Novelis Corp., 4.75%, 1/30/30, Callable 1/30/25 @ 102.38 (a)

   

3,000

     

3,158

   

Olin Corp., 5.00%, 2/1/30, Callable 2/1/24 @ 102.5

   

5,000

     

5,238

   
Owens-Brockway Glass Container, Inc., 6.63%, 5/13/27,
Callable 5/15/23 @ 103.31 (a)
   

1,000

     

1,084

   

Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 3/12/21 @ 103.13 (a)

   

4,000

     

4,094

   

PolyOne Corp., 5.75%, 5/15/25, Callable 5/15/22 @ 102.88 (a)

   

3,000

     

3,183

   
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds
Group Issuer, 4.00%, 10/15/27, Callable 10/15/23 @ 102 (a)
   

1,000

     

1,005

   
SunCoke Energy Partners LP/SunCoke Energy Partners Finance Corp.,
7.50%, 6/15/25, Callable 3/12/21 @ 105.63 (a)
   

5,000

     

5,129

   
The Chemours Co.
5.38%, 5/15/27, Callable 2/15/27 @ 100 (l)
   

3,000

     

3,228

   

5.75%, 11/15/28, Callable 11/15/23 @ 102.88 (a)

   

3,000

     

3,112

   

Tronox, Inc., 6.50%, 5/1/25, Callable 5/1/22 @ 103.25 (a)

   

3,000

     

3,216

   

United States Steel Corp., 6.25%, 3/15/26, Callable 3/15/21 @ 103.13 (l)

   

7,500

     

7,176

   

Valvoline, Inc., 3.63%, 6/15/31, Callable 6/15/26 @ 101.81 (a)

   

1,000

     

1,006

   
Venator Finance SARL/Venator Materials LLC, 5.75%, 7/15/25,
Callable 3/12/21 @ 104.31 (a)
   

2,000

     

1,978

   

Warrior Met Coal LLC, 8.00%, 11/1/24, Callable 3/12/21 @ 104 (a) (l)

   

7,000

     

7,294

   
     

109,991

   

Real Estate (1.4%):

 

Diversified Healthcare Trust, 9.75%, 6/15/25, Callable 6/15/22 @ 104.88

   

3,000

     

3,404

   
MGM Growth Properties Operating Partnership LP/MGP Finance
Co-Issuer, Inc., 3.88%, 2/15/29, Callable 11/15/28 @ 100 (a)
   

3,750

     

3,818

   

See notes to financial statements.


15



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
MPT Operating Partnership LP/MPT Finance Corp., 5.00%, 10/15/27,
Callable 10/15/22 @ 102.5
 

$

5,000

   

$

5,283

   
Outfront Media Capital LLC/Outfront Media Capital Corp.
6.25%, 6/15/25, Callable 6/15/22 @ 103.13 (a)
   

2,000

     

2,122

   

4.63%, 3/15/30, Callable 3/15/25 @ 102.31 (a)

   

1,000

     

1,000

   

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

   

3,000

     

3,389

   
Service Properties Trust
4.95%, 2/15/27, Callable 8/15/26 @ 100 (l)
   

2,000

     

1,928

   

4.95%, 10/1/29, Callable 7/1/29 @ 100

   

2,000

     

1,906

   

Vertical US Newco, Inc., 5.25%, 7/15/27, Callable 7/15/23 @ 102.63 (a)

   

2,000

     

2,100

   
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30,
Callable 2/15/25 @ 102.06 (a)
   

750

     

782

   
     

25,732

   

Utilities (1.8%):

 
Alliant Holdings Intermediate LLC/Alliant Holdings Co.-Issuer, 6.75%, 10/15/27,
Callable 10/15/22 @ 103.38 (a)
   

500

     

529

   
Calpine Corp.
4.50%, 2/15/28, Callable 2/15/23 @ 102.25 (a)
   

3,000

     

3,085

   

4.63%, 2/1/29, Callable 2/1/24 @ 102.31 (a)

   

10,000

     

10,092

   

Genesis Energy LP, 6.50%, 10/1/25, Callable 3/12/21 @ 104.88

   

4,000

     

3,685

   
NRG Energy, Inc.
7.25%, 5/15/26, Callable 5/15/21 @ 103.63
   

1,500

     

1,572

   

5.75%, 1/15/28, Callable 1/15/23 @ 102.88

   

3,000

     

3,265

   

3.63%, 2/15/31, Callable 2/15/26 @ 101.81 (a)

   

1,000

     

1,041

   
PG&E Corp.
5.00%, 7/1/28, Callable 7/1/23 @ 102.5
   

1,000

     

1,077

   

5.25%, 7/1/30, Callable 7/1/25 @ 102.63

   

2,000

     

2,205

   

Talen Energy Supply LLC, 7.25%, 5/15/27, Callable 5/15/22 @ 103.63 (a)

   

3,000

     

3,172

   

Vistra Operations Co. LLC, 5.00%, 7/31/27, Callable 7/31/22 @ 102.5 (a)

   

5,000

     

5,280

   
     

35,003

   

Total Corporate Bonds (Cost $1,208,916)

   

1,297,437

   

Yankee Dollars (15.1%)

 

Communication Services (2.1%):

 

Altice France Holding SA, 6.00%, 2/15/28, Callable 2/15/23 @ 103 (a)

   

10,000

     

10,081

   
Altice France SA
7.38%, 5/1/26, Callable 5/1/21 @ 103.69 (a)
   

10,000

     

10,478

   

8.13%, 2/1/27, Callable 2/1/22 @ 106.09 (a)

   

6,000

     

6,630

   
Colombia Telecomunicaciones SA ESP, 4.95%, 7/17/30,
Callable 4/17/30 @ 100 (a)
   

1,000

     

1,079

   
Digicel International Finance Ltd./Digicel Holdings Bermuda Ltd.
8.75%, 5/25/24, Callable 5/25/21 @ 104.38 (a)
   

1,695

     

1,769

   

8.75%, 5/25/24, Callable 5/25/21 @ 104.38 (a) (l)

   

3,000

     

3,136

   

Telecom Italia Capital SA, 7.20%, 7/18/36

   

5,000

     

6,609

   
     

39,782

   

See notes to financial statements.


16



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Consumer Discretionary (1.5%):

 
Brookfield Residential Properties, Inc., 6.38%, 5/15/25,
Callable 3/12/21 @ 103.19 (a)
 

$

3,000

   

$

3,089

   
Cirsa Finance International S.A.R.L, 7.88%, 12/20/23,
Callable 2/22/21 @ 103.94 (a) (l)
   

1,000

     

993

   

IHO Verwaltungs GmbH PIK, 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (a) (q)

   

3,524

     

3,900

   
International Game Technology PLC
6.50%, 2/15/25, Callable 8/15/24 @ 100 (a)
   

3,000

     

3,328

   

6.25%, 1/15/27, Callable 7/15/26 @ 100 (a)

   

3,000

     

3,435

   
Jaguar Land Rover Automotive PLC
7.75%, 10/15/25, Callable 10/15/22 @ 103.88 (a)
   

200

     

217

   

5.88%, 1/15/28, Callable 1/15/24 @ 102.94 (a)

   

2,000

     

2,048

   

Mattamy Group Corp., 4.63%, 3/1/30, Callable 3/1/25 @ 102.31 (a)

   

3,000

     

3,124

   

Melco Reosrts Finance Ltd., 5.38%, 12/4/29, Callable 12/4/24 @ 102.69 (a)

   

3,000

     

3,156

   

Melco Resorts Finance Ltd., 5.75%, 7/21/28, Callable 7/21/23 @ 102.88 (a) (l)

   

2,000

     

2,124

   

Wynn Macau Ltd., 5.13%, 12/15/29, Callable 12/15/24 @ 102.56 (a) (l)

   

3,000

     

3,029

   
     

28,443

   

Consumer Staples (0.6%):

 
JBS USA LUX SA/JBS USA Finance, Inc., 6.75%, 2/15/28,
Callable 2/15/23 @ 103.38 (a)
   

6,000

     

6,646

   

Leviathan Bond Ltd., 6.75%, 6/30/30, Callable 12/30/29 @ 100 (a)

   

2,000

     

2,277

   

Minerva Luxembourg SA, 5.88%, 1/19/28, Callable 1/19/23 @ 102.94 (a) (l)

   

3,000

     

3,191

   
     

12,114

   

Energy (1.3%):

 

Baytex Energy Corp., 8.75%, 4/1/27, Callable 4/1/23 @ 106.56 (a)

   

3,000

     

2,357

   

Hunt Oil Co. of Peru LLC Sucursal Del Peru, 6.38%, 6/1/28 (a) (l)

   

3,060

     

3,321

   

Meg Energy Corp., 7.00%, 3/31/24, Callable 2/18/21 @ 101.17 (a)

   

2,000

     

2,027

   
Northriver Midstream Finance LP, 5.63%, 2/15/26,
Callable 10/15/22 @ 102.81 (a)
   

3,000

     

3,072

   
Petroleos Mexicanos
6.84%, 1/23/30, Callable 10/23/29 @ 100
   

5,000

     

5,017

   

5.95%, 1/28/31, Callable 10/28/30 @ 100

   

3,000

     

2,849

   

Tecpetrol SA, 4.88%, 12/12/22, Callable 2/22/21 @ 102.44 (a) (l)

   

3,000

     

2,886

   
Transportadora de Gas del Sur SA, 6.75%, 5/2/25,
Callable 5/2/22 @ 103.38 (a) (l)
   

2,415

     

2,115

   
     

23,644

   

Financials (3.3%):

 

Altice Financing SA, 5.00%, 1/15/28, Callable 1/15/23 @ 102.5 (a)

   

5,000

     

5,124

   
BBVA Bancomer SA, 5.87% (H15T5Y+431bps), 9/13/34,
Callable 9/13/29 @ 100 (a) (c)
   

4,500

     

5,067

   
Deutsche Bank AG
4.30% (USSW5+225bps), 5/24/28, Callable 5/24/23 @ 100 (c)
   

2,000

     

2,053

   

5.88% (SOFR+544bps), 7/8/31, Callable 4/8/30 @ 100 (c)

   

4,000

     

4,652

   

4.88% (USISDA05+255bps), 12/1/32, Callable 12/1/27 @ 100 (c)

   

14,000

     

14,960

   
Intelsat Jackson Holdings SA
5.50%, 8/1/23, Callable 3/12/21 @ 100.92 (o)
   

2,000

     

1,397

   

8.50%, 10/15/24, Callable 3/12/21 @ 106.38 (a) (o)

   

2,000

     

1,452

   

See notes to financial statements.


17



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Intesa Sanpaolo SpA, 5.71%, 1/15/26 (a)

 

$

5,000

   

$

5,642

   
Natwest Group PLC, 2.57% (LIBOR03M+232bps),
Callable 9/30/27 @ 100 (c) (m)
   

2,900

     

2,843

   

Rede D'or Finance S.A.R.L, 4.50%, 1/22/30, Callable 10/22/29 @ 100 (a)

   

3,000

     

3,056

   

UniCredit SpA, 7.30% (USISDA05+491bps), 4/2/34, Callable 4/2/29 @ 100 (a) (c)

   

10,000

     

11,895

   
     

58,141

   

Health Care (0.8%):

 
Bausch Health Cos., Inc.
6.13%, 4/15/25, Callable 3/12/21 @ 103.06 (a)
   

2,000

     

2,049

   

7.25%, 5/30/29, Callable 5/30/24 @ 103.63 (a)

   

5,000

     

5,575

   
Teva Pharmaceutical Finance Netherlands III BV
6.75%, 3/1/28, Callable 12/1/27 @ 100 (l)
   

3,000

     

3,370

   

4.10%, 10/1/46

   

3,000

     

2,638

   
     

13,632

   

Industrials (1.7%):

 
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.65%, 7/21/27,
Callable 4/21/27 @ 100 (h)
   

5,000

     

5,368

   

Air Canada Pass Through Trust, 4.13%, 11/15/26 (a)

   

5,296

     

5,106

   
ATS Automation Tooling Systems, Inc., 4.13%, 12/15/28,
Callable 12/15/23 @ 102.06 (a)
   

1,000

     

1,013

   
Bombardier, Inc.
7.50%, 3/15/25, Callable 3/12/21 @ 103.75 (a)
   

10,000

     

9,352

   

7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (a)

   

5,000

     

4,671

   

Latam Airlines Pass Through Trust B, 4.50%, 8/15/25

   

2,931

     

1,817

   

Rolls-Royce PLC, 5.75%, 10/15/27, Callable 7/15/27 @ 100 (a)

   

3,167

     

3,422

   
     

30,749

   

Materials (2.6%):

 

Alcoa Nederland Holding, 6.13%, 5/15/28, Callable 5/15/23 @ 103.06 (a)

   

4,000

     

4,372

   

ArcelorMittal, 7.25%, 10/15/39

   

8,000

     

11,551

   

Cemex SAB de CV, 5.45%, 11/19/29, Callable 11/19/24 @ 102.73 (a)

   

3,000

     

3,263

   

Eldorado Gold Corp., 9.50%, 6/1/24, Callable 12/1/21 @ 107.13 (a)

   

2,342

     

2,602

   

First Quantum Minerals Ltd., 7.50%, 4/1/25, Callable 3/12/21 @ 105.63 (a)

   

10,000

     

10,336

   

Infrabuild Australia Pty Ltd., 12.00%, 10/1/24, Callable 10/1/21 @ 109 (a) (l)

   

3,000

     

3,202

   

Methanex Corp., 5.25%, 12/15/29, Callable 9/15/29 @ 100

   

5,000

     

5,217

   

Mineral Resources Ltd., 8.13%, 5/1/27, Callable 5/1/22 @ 106.09 (a)

   

3,000

     

3,325

   

Smurfit Kappa Treasury Funding DAC, 7.50%, 11/20/25

   

3,200

     

3,944

   
Starfruit Finco BV/Starfruit US Holdco LLC, 8.00%, 10/1/26,
Callable 10/1/21 @ 104 (a) (l)
   

2,000

     

2,127

   

Vedanta Resources Ltd., 6.38%, 7/30/22 (a)

   

2,000

     

1,815

   
     

51,754

   

Real Estate (0.1%):

 

Vertical Holdco GmbH, 7.63%, 7/15/28, Callable 7/15/23 @ 103.81 (a)

   

1,000

     

1,082

   

Sovereign Bond (0.2%):

 
Bahamas Government International Bond, 6.00%, 11/21/28,
Callable 8/21/28 @ 100 (a)
   

3,000

     

2,878

   

See notes to financial statements.


18



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Utilities (0.9%):

 

AES Gener SA, 7.13% (USSW5+464bps), 3/26/79, Callable 4/7/24 @ 100 (a) (c)

 

$

5,000

   

$

5,503

   
Electricite de France SA, 5.25% (USSW10+371bps),
Callable 1/29/23 @ 100 (a) (c) (m)
   

3,000

     

3,139

   

Empresa Electrica Cochrane SpA, 5.50%, 5/14/27 (a)

   

2,708

     

2,872

   

ENEL SpA, 8.75% (USSW5+588bps), 9/24/73, Callable 9/24/23 @ 100 (a) (c)

   

4,975

     

5,805

   
     

17,319

   

Total Yankee Dollars (Cost $256,240)

   

279,538

   

Municipal Bonds (0.2%)

 

Illinois (0.1%):

 

City of Chicago, GO, Series B, 7.05%, 1/1/29

   

1,720

     

1,991

   

New Jersey (0.1%):

 

South Jersey Transportation Authority Revenue, Series B, 3.36%, 11/1/28

   

1,375

     

1,442

   

Total Municipal Bonds (Cost $3,095)

   

3,433

   

Commercial Paper (3.9%)

 
FMC Corp.
1.64%, 2/1/21 (a) (r)
   

15,000

     

14,999

   

0.70%, 2/24/21 (a) (r)

   

3,400

     

3,398

   

Hannover Funding Co. LLC, 0.99%, 2/1/21 (a) (r)

   

8,200

     

8,200

   
Jabil, Inc.
1.00%, 2/3/21 (a) (r)
   

14,000

     

13,999

   

0.90%, 2/4/21 (a) (r)

   

4,200

     

4,200

   
Ovintiv, Inc.
1.10%, 2/8/21 (a) (r)
   

8,675

     

8,673

   

1.14%, 2/22/21 (a) (r)

   

700

     

700

   

Plains All America Pipeline, 0.25%, 2/3/21 (a) (r)

   

18,000

     

17,999

   

Total Commercial Paper (Cost $72,170)

   

72,168

   

Exchange-Traded Funds (2.7%)

 

iShares iBoxx High Yield Corporate Bond ETF (h) (l)

   

322,401

     

28,039

   

SPDR Bloomberg Barclays High Yield Bond ETF (h)

   

205,813

     

22,310

   

Total Exchange-Traded Funds (Cost $48,296)

   

50,349

   

Collateral for Securities Loaned^ (3.1%)

 

Federated Government Obligations Fund Institutional Shares, 0.01% (t)

   

9,798,451

     

9,798

   
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (t)
   

7,424,551

     

7,425

   
Goldman Sachs Financial Square Government Fund Institutional
Shares, 0.03% (t)
   

13,101,576

     

13,102

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (t)

   

26,799,009

     

26,799

   

Total Collateral for Securities Loaned (Cost $57,124)

   

57,124

   

Total Investments (Cost $1,788,139) — 102.5%

   

1,901,063

   

Liabilities in excess of other assets — (2.5)%

   

(46,868

)

 

NET ASSETS — 100.00%

 

$

1,854,195

   

See notes to financial statements.


19



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

At January 31, 2021, the Fund's investments in foreign securities were 15.1% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $978,475 (thousands) and amounted to 52.8% of net assets.

(b)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2021.

(c)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2021.

(d)  Security is interest only.

(e)  Rounds to less than $1 thousand.

(f)  Non-income producing security.

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

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

(i)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were 0.1% of the Fund's net assets.

(j)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of the Fund's net assets as of January 31, 2021. (See Note 2 in the Notes to Financial Statements)

(k)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of the Fund's net assets as of January 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

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

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

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

(o)  Defaulted security

(p)  At January 31, 2021, the issuer was in bankruptcy.

(q)  All of the coupon is paid in kind.

(r)  Rate represents the effective yield at January 31, 2021.

(s)  Zero-coupon bond.

(t)  Rate disclosed is the daily yield on January 31, 2021.

(u)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

ADR — American Depositary Receipt

bps — Basis points

See notes to financial statements.


20



USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

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

ETF — Exchange-Traded Fund

GO — General Obligation

H15T5Y — 5 Year Treasury Constant Maturity Rate

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of January 31, 2021.

USSW10 — USD 10 Year Swap Rate, rate disclosed as of January 31, 2021

USSW5 — USD 5 Year Swap Rate, rate disclosed as of January 31, 2021.

See notes to financial statements.


21



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA High
Income Fund
 

Assets:

 

Investments, at value (Cost $1,788,139)

 

$

1,901,063

(a)

 

Deposit with brokers for futures contracts

   

90

   

Receivables:

 

Interest and dividends

   

25,390

   

Capital shares issued

   

391

   

Investments sold

   

6,066

   

From Adviser

   

16

   

Prepaid expenses

   

46

   

Total Assets

   

1,933,062

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

57,124

   

To custodian

   

454

   

Investments purchased

   

18,480

   

Capital shares redeemed

   

1,506

   

Accrued expenses and other payables:

 

Investment advisory fees

   

703

   

Administration fees

   

201

   

Custodian fees

   

27

   

Transfer agent fees

   

310

   

Compliance fees

   

1

   
12b-1 fees    

1

   

Other accrued expenses

   

60

   

Total Liabilities

   

78,867

   

Net Assets:

 

Capital

   

1,972,726

   

Total accumulated earnings/(loss)

   

(118,531

)

 

Net Assets

 

$

1,854,195

   

Net Assets

 

Fund Shares

 

$

992,033

   

Institutional Shares

   

849,320

   

Class A

   

7,542

   

R6 Shares

   

5,300

   

Total

 

$

1,854,195

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

127,042

   

Institutional Shares

   

108,899

   

Class A

   

963

   

R6 Shares

   

679

   

Total

   

237,583

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

7.81

   

Institutional Shares

 

$

7.80

   

Class A

 

$

7.83

   

R6 Shares

 

$

7.80

   

Maximum Sales Charge — Class A

   

2.25

%

 
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

8.01

   

(a)  Includes $55,204 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


22



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA High
Income Fund
 

Investment Income:

 

Dividends

 

$

3,432

   

Interest

   

51,211

   

Securities lending (net of fees)

   

81

   

Total Income

   

54,724

   

Expenses:

 

Investment advisory fees

   

4,033

   

Administration fees — Fund Shares

   

760

   

Administration fees — Institutional Shares

   

408

   

Administration fees — Class A

   

6

   

Administration fees — R6 Shares

   

1

   

Sub-Administration fees

   

12

   
12b-1 fees — Class A    

9

   

Custodian fees

   

75

   

Transfer agent fees — Fund Shares

   

685

   

Transfer agent fees — Institutional Shares

   

408

   

Transfer agent fees — Class A

   

4

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

26

   

Compliance fees

   

6

   

Legal and audit fees

   

82

   

State registration and filing fees

   

47

   

Interfund lending fees

   

(a)

 

Other expenses

   

101

   

Total Expenses

   

6,663

   

Expenses waived/reimbursed by Adviser

   

(44

)

 

Net Expenses

   

6,619

   

Net Investment Income (Loss)

   

48,105

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

266

   

Net change in unrealized appreciation/depreciation on investment securities

   

86,056

   

Net realized/unrealized gains (losses) on investments

   

86,322

   

Change in net assets resulting from operations

 

$

134,427

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


23



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA High Income Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

48,105

   

$

112,163

   

Net realized gains (losses) from investments

   

266

     

(149,455

)

 
Net change in unrealized appreciation/depreciation on
investments
   

86,056

     

28,915

   

Change in net assets resulting from operations

   

134,427

     

(8,377

)

 

Distributions to Shareholders:

 

Fund Shares

   

(24,977

)

   

(64,546

)

 

Institutional Shares

   

(20,570

)

   

(45,706

)

 

Class A

   

(174

)

   

(507

)

 

R6 Shares

   

(133

)

   

(310

)

 

Change in net assets resulting from distributions to shareholders

   

(45,854

)

   

(111,069

)

 

Change in net assets resulting from capital transactions

   

(73,083

)

   

(183,394

)

 

Change in net assets

   

15,490

     

(302,840

)

 

Net Assets:

 

Beginning of period

   

1,838,705

     

2,141,545

   

End of period

 

$

1,854,195

   

$

1,838,705

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

45,254

   

$

170,453

   

Distributions reinvested

   

23,148

     

59,873

   

Cost of shares redeemed

   

(152,481

)

   

(338,042

)

 

Total Fund Shares

 

$

(84,079

)

 

$

(107,716

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

93,594

   

$

153,393

   

Distributions reinvested

   

20,528

     

44,791

   

Cost of shares redeemed

   

(102,853

)

   

(272,137

)

 

Total Institutional Shares

 

$

11,269

   

$

(73,953

)

 

Class A

 

Proceeds from shares issued

 

$

49

   

$

957

   

Distributions reinvested

   

51

     

216

   

Cost of shares redeemed

   

(98

)

   

(3,341

)

 

Total Class A

 

$

2

   

$

(2,168

)

 

R6 Shares

 

Proceeds from shares issued

 

$

104

   

$

858

   

Distributions reinvested

   

11

     

29

   

Cost of shares redeemed

   

(390

)

   

(444

)

 

Total R6 Shares

 

$

(275

)

 

$

443

   

Change in net assets resulting from capital transactions

 

$

(73,083

)

 

$

(183,394

)

 

(continues on next page)

See notes to financial statements.


24



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA High Income Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

5,917

     

22,775

   

Reinvested

   

3,057

     

8,026

   

Redeemed

   

(20,027

)

   

(46,089

)

 

Total Fund Shares

   

(11,053

)

   

(15,288

)

 

Institutional Shares

 

Issued

   

12,312

     

21,816

   

Reinvested

   

2,713

     

6,030

   

Redeemed

   

(13,600

)

   

(36,069

)

 

Total Institutional Shares

   

1,425

     

(8,223

)

 

Class A

 

Issued

   

6

     

126

   

Reinvested

   

7

     

29

   

Redeemed

   

(13

)

   

(457

)

 

Total Class A

   

(a)

   

(302

)

 

R6 Shares

 

Issued

   

14

     

113

   

Reinvested

   

1

     

4

   

Redeemed

   

(52

)

   

(61

)

 

Total R6 Shares

   

(37

)

   

56

   

Change in Shares

   

(9,665

)

   

(23,757

)

 

(a)  Rounds to less than 1 thousand.

See notes to financial statements.


25



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA High Income Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

7.44

     

0.20

(d)

   

0.36

     

0.56

     

(0.19

)

   

(0.19

)

 
Year Ended
July 31, 2020
 

$

7.91

     

0.44

(d)

   

(0.47

)

   

(0.03

)

   

(0.44

)

   

(0.44

)

 
Year Ended
July 31, 2019
 

$

8.01

     

0.47

     

(0.10

)

   

0.37

     

(0.47

)

   

(0.47

)

 
Year Ended
July 31, 2018
 

$

8.27

     

0.47

     

(0.26

)

   

0.21

     

(0.47

)

   

(0.47

)

 
Year Ended
July 31, 2017
 

$

7.90

     

0.47

     

0.37

     

0.84

     

(0.47

)

   

(0.47

)

 
Year Ended
July 31, 2016
 

$

8.17

     

0.48

     

(0.28

)

   

0.20

     

(0.47

)

   

(0.47

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

7.43

     

0.20

(d)

   

0.36

     

0.56

     

(0.19

)

   

(0.19

)

 
Year Ended
July 31, 2020
 

$

7.90

     

0.44

(d)

   

(0.47

)

   

(0.03

)

   

(0.44

)

   

(0.44

)

 
Year Ended
July 31, 2019
 

$

8.00

     

0.47

     

(0.09

)

   

0.38

     

(0.48

)

   

(0.48

)

 
Year Ended
July 31, 2018
 

$

8.26

     

0.48

     

(0.26

)

   

0.22

     

(0.48

)

   

(0.48

)

 
Year Ended
July 31, 2017
 

$

7.90

     

0.48

     

0.36

     

0.84

     

(0.48

)

   

(0.48

)

 
Year Ended
July 31, 2016
 

$

8.16

     

0.48

     

(0.26

)

   

0.22

     

(0.48

)

   

(0.48

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Amount is less than $0.005 per share.

See notes to financial statements.


26



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Redemption
Fees
Added to
Beneficial
Interests
  Net
Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA High Income Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

   

$

7.81

     

7.62

%

   

0.75

%

   

5.18

%

   

0.75

%

 

$

992,033

     

15

%

 
Year Ended
July 31, 2020
   

   

$

7.44

     

(0.27

)%

   

0.81

%

   

5.82

%

   

0.81

%

 

$

1,027,510

     

48

%

 
Year Ended
July 31, 2019
   

(e)

 

$

7.91

     

4.85

%

   

0.85

%

   

5.93

%

   

0.85

%

 

$

1,212,711

     

31

%

 
Year Ended
July 31, 2018
   

(e)

 

$

8.01

     

2.65

%

   

0.81

%

   

5.79

%

   

0.81

%

 

$

1,207,790

     

22

%

 
Year Ended
July 31, 2017
   

(e)

 

$

8.27

     

10.92

%

   

0.83

%

   

5.80

%

   

0.83

%

 

$

1,225,990

     

21

%

 
Year Ended
July 31, 2016
   

(e)

 

$

7.90

     

2.95

%

   

0.82

%

   

6.22

%

   

0.82

%

 

$

1,105,081

     

36

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

   

$

7.80

     

7.67

%

   

0.67

%

   

5.26

%

   

0.68

%

 

$

849,320

     

15

%

 
Year Ended
July 31, 2020
   

   

$

7.43

     

(0.19

)%

   

0.72

%

   

5.91

%

   

0.73

%

 

$

798,688

     

48

%

 
Year Ended
July 31, 2019
   

(e)

 

$

7.90

     

4.94

%

   

0.78

%

   

6.00

%

   

0.78

%

 

$

913,599

     

31

%

 
Year Ended
July 31, 2018
   

(e)

 

$

8.00

     

2.74

%

   

0.72

%

   

5.88

%

   

0.72

%

 

$

966,124

     

22

%

 
Year Ended
July 31, 2017
   

(e)

 

$

8.26

     

10.89

%

   

0.75

%

   

5.89

%

   

0.75

%

 

$

970,767

     

21

%

 
Year Ended
July 31, 2016
   

(e)

 

$

7.90

     

3.19

%

   

0.71

%

   

6.32

%

   

0.71

%

 

$

990,980

     

36

%

 

(continues on next page)

See notes to financial statements.


27



USAA Mutual Funds Trust

  Financial Highlight — continued  

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA High Income Fund

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

7.46

     

0.19

(d)

   

0.36

     

0.55

     

(0.18

)

   

(0.18

)

 
Year Ended
July 31, 2020
 

$

7.93

     

0.43

(d)

   

(0.48

)

   

(0.05

)

   

(0.42

)

   

(0.42

)

 
Year Ended
July 31, 2019
 

$

8.03

     

0.46

     

(0.10

)

   

0.36

     

(0.46

)

   

(0.46

)

 
Year Ended
July 31, 2018
 

$

8.28

     

0.46

     

(0.26

)

   

0.20

     

(0.45

)

   

(0.45

)

 
Year Ended
July 31, 2017
 

$

7.92

     

0.46

     

0.35

     

0.81

     

(0.45

)

   

(0.45

)

 
Year Ended
July 31, 2016
 

$

8.18

     

0.44

     

(0.25

)

   

0.19

     

(0.45

)

   

(0.45

)

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

7.43

     

0.20

(d)

   

0.36

     

0.56

     

(0.19

)

   

(0.19

)

 
Year Ended
July 31, 2020
 

$

7.90

     

0.45

(d)

   

(0.47

)

   

(0.02

)

   

(0.45

)

   

(0.45

)

 
Year Ended
July 31, 2019
 

$

8.01

     

0.48

     

(0.10

)

   

0.38

     

(0.49

)

   

(0.49

)

 
Year Ended
July 31, 2018
 

$

8.26

     

0.48

     

(0.25

)

   

0.23

     

(0.48

)

   

(0.48

)

 
December 1, 2016 (h)
through
July 31, 2017
 

$

7.98

     

0.32

     

0.28

     

0.60

     

(0.32

)

   

(0.32

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Amount is less than $0.005 per share.

See notes to financial statements.


28



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Redemption
Fees
Added to
Beneficial
Interests
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA High Income Fund

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
   

   

$

7.83

     

7.48

%

   

0.93

%

   

5.00

%

   

1.25

%

 

$

7,542

     

15

%

 
Year Ended
July 31, 2020
   

   

$

7.46

     

(0.44

)%

   

0.98

%

   

5.63

%

   

1.09

%

 

$

7,184

     

48

%

 
Year Ended
July 31, 2019
   

(e)

 

$

7.93

     

4.69

%

   

1.00

%

   

5.78

%

   

1.21

%

 

$

10,021

     

31

%

 
Year Ended
July 31, 2018
   

(e)

 

$

8.03

     

2.55

%

   

1.02

%(f)

   

5.58

%

   

1.13

%

 

$

10,019

     

22

%

 
Year Ended
July 31, 2017
   

(e)

 

$

8.28

     

10.49

%

   

1.08

%(g)

   

5.55

%

   

1.15

%

 

$

10,096

     

21

%

 
Year Ended
July 31, 2016
   

(e)

 

$

7.92

     

2.73

%

   

1.15

%

   

5.88

%

   

1.19

%

 

$

9,183

     

36

%

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

   

$

7.80

     

7.70

%

   

0.59

%

   

5.34

%

   

0.81

%

 

$

5,300

     

15

%

 
Year Ended
July 31, 2020
   

   

$

7.43

     

(0.12

)%

   

0.64

%

   

5.98

%

   

0.82

%

 

$

5,323

     

48

%

 
Year Ended
July 31, 2019
   

   

$

7.90

     

4.95

%

   

0.65

%

   

6.13

%

   

0.96

%

 

$

5,214

     

31

%

 
Year Ended
July 31, 2018
   

   

$

8.01

     

2.94

%

   

0.65

%

   

5.95

%

   

0.92

%

 

$

5,055

     

22

%

 
December 1, 2016 (h)
through
July 31, 2017
   

   

$

8.26

     

7.64

%

   

0.65

%

   

5.88

%

   

1.26

%

 

$

5,177

     

21

%

 

(f)  Prior to December 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.05% of the Class A average daily net assets.

(g)  Prior to December 1, 2016, AMCO (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.15% of the Class A average daily net assets.

(h)  Commencement of operations.

See notes to financial statements.


29



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA High Income Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A and R6 Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


30



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Asset-Backed Securities

 

$

   

$

2,853

   

$

   

$

2,853

   
Collateralized Mortgage
Obligations
   

     

4,553

     

     

4,553

   

Common Stocks

   

29,609

     

2,183

     

60

     

31,852

   

Preferred Stocks

   

29,813

     

22,823

     

     

52,636

   

Warrants

   

(a)

   

     

     

(a)

 

Convertible Corporate Bonds

   

     

1,213

     

     

1,213

   

Senior Secured Loans

   

     

47,901

     

6

     

47,907

   

Corporate Bonds

   

     

1,297,437

     

(b)

   

1,297,437

   

Yankee Dollars

   

     

279,538

     

     

279,538

   

Municipal Bonds

   

     

3,433

     

     

3,433

   

Commercial Paper

   

     

72,168

     

     

72,168

   

Exchange-Traded Funds

   

50,349

     

     

     

50,349

   
Collateral for Securities
Loaned
   

57,124

     

     

     

57,124

   

Total

 

$

166,895

   

$

1,734,102

   

$

66

   

$

1,901,063

   

(a)  Less than $1 thousand.

(b)  Zero market value security.

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.


31



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g.,


32



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as LIBOR and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below Investment Grade Securities:

The Fund invests in below investment grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by SEC guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not


33



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

55,204

   

$

   

$

57,124

   

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

   

$

18,900

   

$

   

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

265,140

   

$

328,576

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated


34



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

fund-of-funds' annual and semi-annual reports may be viewed at usaa.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.4

%

 

USAA Target Retirement Income Fund

   

1.8

%

 

USAA Target Retirement 2030 Fund

   

3.1

%

 

USAA Target Retirement 2040 Fund

   

2.8

%

 

USAA Target Retirement 2050 Fund

   

0.8

%

 

USAA Target Retirement 2060 Fund

   

0.1

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund, announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter, is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper High Yield Bond Funds Index. The Lipper High Yield Bond Funds Index tracks the total return performance of each class within the Lipper High Yield Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 20 to 50

 

+/- 4

 

+/- 51 to 100

 

+/- 5

 

+/- 101 and greater

 

+/- 6

 

(a)  Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.


35



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper High Yield Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(333), $(234), $(3) and $(1) for Fund Shares, Institutional Shares, Class A and R6 shares, respectively, in thousands. Performance adjustments were (0.07)%, (0.06)%, (0.07)% and (0.06%) for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, 0.15% and 0.05% of average daily net assets for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10%, 0.10% and 0.01% of average daily net assets of the Institutional Shares, Class A and R6 Shares, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.


36



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to VCTA for the period ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended January 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.83%, 0.73%, 1.00%, and 0.65% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires July 31, 2022  

Expires July 31, 2023

 

Expires July 31, 2024

 

Total

 
$

10

   

$

69

   

$

44

   

$

123

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international


37



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events.

High-Yield/Junk Bond Risk — Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events. High-yield securities also can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced


38



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023 for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021 or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six-months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or


39



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

emergency purposes. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

    Borrower
or
Lender
  Amount
Outstanding
at
January 31,
2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
       

Borrower

 

$

   

$

6,167

     

1

     

0.62

%

 

$

6,167

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

At July 31, 2020, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

44,065

   

$

192,353

   

$

236,418

   


40



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,076.20

   

$

1,021.42

   

$

3.92

   

$

3.82

     

0.75

%

 

Institutional Shares

   

1,000.00

     

1,076.70

     

1,021.83

     

3.51

     

3.41

     

0.67

%

 

Class A

   

1,000.00

     

1,074.80

     

1,020.52

     

4.86

     

4.74

     

0.93

%

 

R6 Shares

   

1,000.00

     

1,077.00

     

1,022.23

     

3.09

     

3.01

     

0.59

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


41



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA High Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


42



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was below the median of its expense group and above the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three- and five-year periods ended September 30, 2020, and was above the average of its performance universe and below its Lipper index for the ten-year period ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance. The Board also took into account management's discussion of the Fund's stronger longer-term performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


43



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


44



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40051-0321



JANUARY 31, 2021

Semi Annual Report

USAA Income Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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•  Detailed performance records

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•  The latest fund news

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•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

4

   

Financial Statements

 

Statement of Assets and Liabilities

    39    

Statement of Operations

    40    

Statements of Changes in Net Assets

    41    

Financial Highlights

    44    

Notes to Financial Statements

   

48

   

Supplemental Information (Unaudited)

   

60

   

Proxy Voting and Portfolio Holdings Information

    60    

Expense Examples

    60    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    61

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Income Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with maximum current income without undue risk to principal.

Asset Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Income Fund (continued)
 

January 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

January 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management, Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


3



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (5.5%)

 
AmeriCredit Automobile Receivables Trust, Series 2017-4, Class D,
3.08%, 12/18/23, Callable 5/18/22 @ 100
 

$

1,921

   

$

1,984

   
AmeriCredit Automobile Receivables Trust, Series 2018-2, Class C,
3.59%, 6/18/24, Callable 12/18/22 @ 100
   

4,000

     

4,181

   
AmeriCredit Automobile Receivables Trust, Series 2017-4, Class C,
2.60%, 9/18/23, Callable 5/18/22 @ 100
   

5,000

     

5,075

   
AmeriCredit Automobile Receivables Trust, Series 2016-3, Class D,
2.71%, 9/8/22, Callable 3/8/21 @ 100
   

9,254

     

9,272

   
ARI Fleet Lease Trust, Series 2020-A, Class A3, 1.80%, 8/15/28,
Callable 3/15/23 @ 100 (a)
   

4,500

     

4,612

   
Avis Budget Rental Car Funding AESOP LLC, Series 2016-1A, Class C,
4.94%, 6/20/22, Callable 7/20/21 @ 100 (a)
   

2,356

     

2,371

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class B,
3.55%, 9/22/25, Callable 10/20/24 @ 100 (a)
   

7,500

     

8,060

   
Avis Budget Rental Car Funding AESOP LLC, Series 2016-2A, Class B,
3.36%, 11/20/22, Callable 12/20/21 @ 100 (a)
   

6,000

     

6,087

   
Avis Budget Rental Car Funding AESOP LLC, Series 2018-2A, Class B,
4.27%, 3/20/25, Callable 4/20/24 @ 100 (a)
   

5,250

     

5,707

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-3A, Class B,
2.65%, 3/20/26, Callable 4/20/25 @ 100 (a)
   

12,500

     

13,088

   
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24,
Callable 6/20/23 @ 100 (a)
   

7,083

     

7,159

   
BCC Funding XVII LLC, Series 2020-1, Class A2, 0.91%, 8/20/25,
Callable 7/20/24 @ 100 (a)
   

1,875

     

1,880

   
California Republic Auto Receivables Trust, Series 2017-1, Class C,
3.76%, 12/15/23, Callable 6/15/21 @ 100
   

2,309

     

2,337

   
California Republic Auto Receivables Trust, Series 2017-1, Class B,
2.91%, 12/15/22, Callable 6/15/21 @ 100
   

6,500

     

6,551

   
California Republic Auto Receivables Trust, Series 2018-1, Class D,
4.33%, 4/15/25, Callable 8/15/22 @ 100
   

2,300

     

2,428

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class C,
4.07%, 3/19/25, Callable 3/19/22 @ 100 (a)
   

1,590

     

1,643

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class B,
3.63%, 1/19/24, Callable 3/19/22 @ 100 (a)
   

1,250

     

1,284

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class B,
2.00%, 7/21/25, Callable 7/19/23 @ 100 (a)
   

2,000

     

2,054

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class A4,
1.89%, 3/19/25, Callable 7/19/23 @ 100 (a)
   

6,067

     

6,234

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24,
Callable 2/15/23 @ 100
   

1,924

     

2,032

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25,
Callable 9/15/23 @ 100
   

3,611

     

3,817

   
CarMax Auto Owner Trust, Series 2018-4, Class D, 4.15%, 4/15/25,
Callable 11/15/22 @ 100
   

1,470

     

1,556

   
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25,
Callable 10/15/23 @ 100
   

6,375

     

6,637

   
CarMax Auto Owner Trust, Series 2017-3, Class D, 3.46%, 10/16/23,
Callable 9/15/21 @ 100
   

2,000

     

2,036

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27,
Callable 6/14/24 @ 100 (a)
 

$

2,000

   

$

2,045

   
Chesapeake Funding LLC, Series 2018-2A, Class B, 3.52%, 8/15/30,
Callable 9/15/21 @ 100 (a)
   

6,000

     

6,105

   
Chesapeake Funding LLC, Series 2018-3A, Class C, 3.81%, 1/15/31,
Callable 9/15/22 @ 100 (a)
   

6,000

     

6,277

   
CIT Education Loan Trust, Series 2007-1, Class B, 0.55%
(LIBOR03M+30bps), 6/25/42, Callable 6/25/31 @ 100 (a) (b)
   

4,297

     

3,809

   
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27,
Callable 6/15/23 @ 100
   

1,100

     

1,153

   
CPS Auto Receivables Trust, Series 2019-C, Class C, 2.84%, 6/16/25,
Callable 4/15/23 @ 100 (a)
   

2,500

     

2,550

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class B,
2.39%, 4/16/29 (a)
   

4,118

     

4,272

   
Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%, 3/20/24,
Callable 5/20/24 @ 100 (a) (c)
   

1,687

     

1,687

   
Dell Equipment Finance Trust, Series 2020-1, Class A3, 2.24%, 2/22/23,
Callable 10/22/22 @ 100 (a)
   

3,000

     

3,081

   
Dell Equipment Finance Trust, Series 2020-1, Class B, 2.98%, 4/24/23,
Callable 10/22/22 @ 100 (a)
   

1,550

     

1,610

   
Enterprise Fleet Financing LLC, Series 2020-1, Class A3,
1.86%, 12/22/25 (a)
   

6,150

     

6,381

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%,
4/15/24, Callable 5/15/23 @ 100 (a)
   

5,132

     

5,190

   
Exeter Automobile Receivables Trust, Series 2020-2A, Class B, 2.08%,
7/15/24, Callable 11/15/23 @ 100 (a)
   

3,594

     

3,651

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%,
10/15/24, Callable 4/15/22 @ 100 (a)
   

8,000

     

8,423

   
ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49,
Callable 1/25/23 @ 100 (a)
   

5,625

     

5,832

   
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25,
Callable 2/15/23 @ 100 (a)
   

4,463

     

4,632

   
Flagship Credit Auto Trust, Series 2016-4, Class D, 3.89%, 11/15/22,
Callable 10/15/21 @ 100 (a)
   

6,795

     

6,901

   
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26,
Callable 7/15/24 @ 100 (a)
   

3,898

     

4,345

   
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

12,314

     

13,045

   
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,333

     

5,619

   
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

4,000

     

4,247

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B,
0.87%, 1/15/26, Callable 11/15/24 @ 100 (a) (c)
   

3,281

     

3,281

   
GLS Auto Receivables Issuer Trust, Series 2020-1A, Class B, 2.43%,
11/15/24, Callable 9/15/23 @ 100 (a)
   

2,775

     

2,852

   
GM Financial Consumer Automobile Receivables Trust, Series 2020-2,
Class B, 2.54%, 8/18/25, Callable 7/16/23 @ 100
   

1,500

     

1,570

   

Hertz Vehicle Financing II LP, Series 2019-3A, Class A, 2.67%, 12/26/25 (a)

   

1,819

     

1,823

   

Hertz Vehicle Financing LLC, Series 2018-3, Class A, 4.03%, 7/25/24 (a)

   

1,045

     

1,047

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Hertz Vehicle Financing LP, Series 2017-2A, Class A, 3.29%, 10/25/23 (a)

 

$

1,810

   

$

1,816

   

Hertz Vehicle Financing LP, Series 2016-4A, Class A, 2.65%, 7/25/22 (a)

   

565

     

567

   

Hertz Vehicle Financing LP, Series 2019-1A, Class B, 4.10%, 3/25/23 (a)

   

6,250

     

6,270

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29,
Callable 5/20/22 @ 100 (a)
   

2,700

     

2,755

   
HPEFS Equipment Trust, Series 2020-2A, Class B, 1.20%, 7/22/30,
Callable 4/20/23 @ 100 (a)
   

8,333

     

8,408

   
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30,
Callable 2/20/23 @ 100 (a)
   

3,846

     

3,920

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/23/24 (a)

   

834

     

860

   
MMAF Equipment Finance LLC, Series 2017-A, Class A5, 2.68%, 7/16/27,
Callable 8/16/24 @ 100 (a)
   

2,750

     

2,855

   
MMAF Equipment Finance LLC, Series 2015-A, Class A5, 2.49%, 2/19/36,
Callable 7/16/23 @ 100 (a)
   

3,342

     

3,377

   
Navient Student Loan Trust, Series 2015-2, Class B, 1.63% (LIBOR01M+150bps),
8/25/50, Callable 3/25/29 @ 100 (b)
   

3,000

     

2,890

   
Navient Student Loan Trust, Series 2018-2A, Class B, 1.28%
(LIBOR01M+115bps), 3/25/67, Callable 5/25/33 @ 100 (a) (b)
   

3,500

     

3,247

   
Nelnet Student Loan Trust, Series 2005-4, Class B, 0.52% (LIBOR03M+28bps),
9/22/35, Callable 9/22/28 @ 100 (b)
   

1,065

     

934

   

NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49 (a)

   

6,500

     

6,658

   
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47,
Callable 10/20/27 @ 100 (a)
   

15,625

     

16,463

   
OSCAR US Funding Trust IX LLC, Series 2018-2A, Class A4,
3.63%, 9/10/25 (a)
   

12,000

     

12,495

   
OSCAR US Funding Trust LLC, Series 2018-1A, Class A4,
3.50%, 5/12/25 (a)
   

4,760

     

4,910

   

PSNH Funding LLC, Series 2018-1, Class A3, 3.81%, 2/1/35

   

15,545

     

17,613

   

Renew, Series 2017-2, Class A, 3.22%, 9/22/53, Callable 9/20/28 @ 100 (a)

   

1,053

     

1,090

   

Renew, Series 2018-1, Class A, 3.95%, 9/20/53, Callable 5/20/27 @ 100 (a)

   

4,146

     

4,354

   
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%,
4/15/26, Callable 5/15/24 @ 100 (a)
   

1,500

     

1,662

   
Santander Drive Auto Receivables Trust, Series 2020-1, Class A3, 2.03%, 2/15/24,
Callable 7/15/23 @ 100
   

3,188

     

3,227

   
SCF Equipment Leasing LLC, Series 2017-2A, Class A, 3.41%, 12/20/23,
Callable 2/20/21 @ 100 (a)
   

867

     

877

   
SCF Equipment Leasing LLC, Series 2019-1A, Class A2, 3.23%, 10/20/24,
Callable 2/20/21 @ 100 (a)
   

531

     

531

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 4/20/25 @ 100 (a)
   

3,824

     

3,853

   
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27,
Callable 4/20/25 @ 100 (a)
   

10,000

     

10,106

   
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26,
Callable 2/20/21 @ 100 (a)
   

6,000

     

6,000

   
SLM Student Loan Trust, Series 2012-6, Class B, 1.13% (LIBOR01M+100bps),
4/27/43, Callable 3/25/28 @ 100 (b)
   

20,862

     

19,576

   
SLM Student Loan Trust, Series 2003-14, Class B, 0.77% (LIBOR03M+55bps),
10/25/65, Callable 7/25/29 @ 100 (b)
   

1,555

     

1,459

   
SLM Student Loan Trust, Series 2006-10, Class B, 0.44% (LIBOR03M+22bps),
3/25/44, Callable 7/25/32 @ 100 (b)
   

1,869

     

1,691

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
SLM Student Loan Trust, Series 2006-9, Class B, 0.45% (LIBOR03M+23bps),
1/25/41, Callable 10/25/32 @ 100 (b)
 

$

4,617

   

$

4,178

   
SLM Student Loan Trust, Series 2007-7, Class B, 0.97% (LIBOR03M+75bps),
10/27/70, Callable 10/25/23 @ 100 (b)
   

5,740

     

5,343

   
SLM Student Loan Trust, Series 2007-1, Class B, 0.44% (LIBOR03M+22bps),
1/27/42, Callable 4/25/29 @ 100 (b)
   

6,500

     

5,935

   
SLM Student Loan Trust, Series 2005-9, Class B, 0.52% (LIBOR03M+30bps),
1/25/41, Callable 4/25/31 @ 100 (b)
   

1,403

     

1,303

   
Synchrony Credit Card Master Note Trust, Series 2018-2, Class C,
3.87%, 5/15/26
   

18,417

     

19,711

   
Tesla Auto Lease Trust, Series 2020-A, Class B, 1.18%, 1/22/24,
Callable 4/20/23 @ 100 (a)
   

5,500

     

5,553

   
Transportation Finance Equipment Trust, Series 2019-1, Class B, 2.06%, 5/23/24,
Callable 4/23/23 @ 100 (a)
   

1,095

     

1,130

   
TRIP Rail Master Funding LLC, Series 2014-1A, Class A2, 4.09%, 4/15/44,
Callable 7/15/21 @ 100 (a)
   

10,000

     

10,105

   
TRIP Rail Master Funding LLC, Series 2017-1A, Class A2, 3.74%, 8/15/47,
Callable 4/15/24 @ 100 (a)
   

3,334

     

3,491

   
United Auto Credit Securitization Trust, Series 2019-1, Class E, 4.29%, 8/12/24,
Callable 1/10/22 @ 100 (a)
   

3,000

     

3,073

   
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.03%, 6/15/50,
Callable 6/15/24 @ 100 (a)
   

1,400

     

1,460

   
VB-S1 Issuer LLC, Series 2018-1A, Class C, 3.41%, 2/15/48,
Callable 2/15/22 @ 100 (a)
   

7,850

     

8,109

   
Westlake Automobile Receivables Trust, Series 2019-1A, Class C, 3.45%, 3/15/24,
Callable 9/15/22 @ 100 (a)
   

2,340

     

2,385

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%, 1/16/24,
Callable 2/15/22 @ 100 (a)
   

4,000

     

4,080

   
World Omni Auto Receivables Trust, Series 2018-D, Class C, 3.87%, 8/15/25,
Callable 10/15/22 @ 100
   

4,000

     

4,212

   

Total Asset-Backed Securities (Cost $437,630)

   

450,045

   

Collateralized Mortgage Obligations (5.2%)

 
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class B, 3.49%,
4/14/33, Callable 4/14/25 @ 100 (a)
   

9,027

     

9,817

   
Banc of America Commercial Mortgage Trust, Series 2006-3, Class AM, 5.66%,
7/10/44 (d)
   

1,937

     

386

   

BANK, Series 2019-BN24, Class ASB, 2.93%, 11/15/62

   

7,123

     

7,836

   

BANK, Series 2017-BNK4, Class B, 4.00%, 5/15/50, Callable 3/15/27 @ 100

   

5,600

     

6,179

   
Benchmark Mortgage Trust, Series 2020-B17, Class ASB, 2.18%, 3/15/53,
Callable 11/15/29 @ 100
   

9,900

     

10,379

   
BX Commercial Mortgage Trust, Series 2019-XL, Class B, 1.21%
(LIBOR01M+108bps), 10/15/36 (a) (b)
   

5,859

     

5,880

   
BX Commercial Mortgage Trust, Series 2020-VIV2, Class C,
3.54%, 3/9/44 (a) (d)
   

5,000

     

5,345

   
BX Commercial Mortgage Trust, Series 2020-VIV4, Class A,
2.84%, 12/30/30 (a)
   

1,875

     

2,003

   

BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41 (a)

   

9,231

     

10,171

   
Cantor Commercial Real Estate Lending, Series 2019-CF3, Class ASB, 2.94%,
1/15/53, Callable 3/15/29 @ 100
   

6,000

     

6,598

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A,
2.65%, 12/10/41 (a)
 

$

10,000

   

$

10,792

   
Citigroup Commercial Mortgage Trust, Series 2017-P8, Class AS,
3.79%, 9/15/50, Callable 9/15/27 @ 100 (d)
   

9,500

     

10,801

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class A4,
3.62%, 7/10/47, Callable 7/10/24 @ 100
   

2,500

     

2,738

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class C,
4.68%, 1/10/24 (a)
   

8,100

     

8,728

   
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AAB,
2.61%, 1/15/53
   

10,000

     

10,811

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class AS,
3.86%, 7/10/47, Callable 7/10/24 @ 100
   

4,000

     

4,349

   
Citigroup Commercial Mortgage Trust, Series 2019-GC41, Class AS,
3.02%, 8/10/56, Callable 8/10/29 @ 100
   

10,339

     

11,240

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class A3,
3.36%, 7/10/47, Callable 7/10/24 @ 100
   

7,833

     

8,492

   
COMM Mortgage Trust, Series 2012-CCRE4, Class AM, 3.25%, 10/15/45,
Callable 10/15/22 @ 100
   

8,600

     

8,613

   
COMM Mortgage Trust, Series 2015-PC1, Class A5, 3.90%, 7/10/50,
Callable 5/10/25 @ 100 (e)
   

15,000

     

16,825

   
COMM Mortgage Trust, Series 2012-CCRE3, Class AM, 3.42%, 10/15/45,
Callable 9/15/22 @ 100 (a)
   

5,925

     

6,008

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (a) (d)
   

10,500

     

11,407

   

COMM Mortgage Trust, Series 2015-LC23, Class AM, 4.16%, 10/10/48 (d)

   

6,300

     

7,024

   
COMM Mortgage Trust, Series 2014-CCRE19, Class A5, 3.80%, 8/10/47,
Callable 8/10/24 @ 100
   

5,000

     

5,518

   
COMM Mortgage Trust, Series 2014-CCRE19, Class AM, 4.08%, 8/10/47,
Callable 8/10/24 @ 100
   

7,500

     

8,235

   
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50,
Callable 5/10/25 @ 100 (d)
   

2,000

     

2,204

   

COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46 (a)

   

3,500

     

3,624

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.32%, 7/10/50,
Callable 6/10/25 @ 100 (d)
   

2,500

     

2,663

   
COMM Mortgage Trust, Series 2012-CCRE1, Class XA, 1.84%, 5/15/45,
Callable 5/15/22 @ 100 (d) (f)
   

30,030

     

458

   

CSMC Trust, Series 2020-West, Class A, 3.04%, 2/15/35 (a)

   

2,500

     

2,530

   

DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36 (a)

   

4,750

     

4,863

   

DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36 (a)

   

2,500

     

2,523

   
FREMF Mortgage Trust, Series 2019-K99, Class B, 3.65%, 9/25/29,
Callable 9/25/29 @ 100 (a) (d)
   

10,000

     

10,996

   
GS Mortgage Securities Corp., Series 2005-ROCK, Class X1,
0.21%, 5/3/32 (a) (d) (f)
   

190,667

     

2,141

   
GS Mortgage Securities Corp., Series 2013-GC10, Class B, 3.68%, 2/10/46,
Callable 1/10/23 @ 100 (a)
   

10,000

     

10,465

   
GS Mortgage Securities Corp., Series 2013-GC10, Class AS, 3.28%, 2/10/46,
Callable 1/10/23 @ 100
   

5,000

     

5,203

   
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A,
2.86%, 5/10/34 (a)
   

2,000

     

1,988

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
GS Mortgage Securities Corp. Trust, Series 2012-ALOH, Class A,
3.55%, 4/10/34 (a)
 

$

4,667

   

$

4,742

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class A4, 3.38%, 5/10/45,
Callable 2/10/22 @ 100 (e)
   

3,001

     

3,049

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class XA, 2.04%, 5/10/45,
Callable 5/10/22 @ 100 (d) (f)
   

18,035

     

144

   

GS Mortgage Securities Trust, Series 2020-GC45, Class A5, 2.91%, 2/13/53

   

4,231

     

4,653

   

GS Mortgage Securities Trust, Series 2020-GC45, Class AAB, 2.84%, 2/13/53

   

3,571

     

3,916

   
GS Mortgage Securities Trust, Series 2013-GC14, Class A5, 4.24%, 8/10/46,
Callable 8/10/23 @ 100
   

5,000

     

5,416

   
GS Mortgage Securities Trust, Series 2015-GC32, Class A4, 3.76%, 7/10/48,
Callable 7/10/25 @ 100
   

6,000

     

6,728

   
JPMBB Commercial Mortgage Securities Trust, Series 2014-C18, Class AS,
4.44%, 2/15/47, Callable 2/11/24 @ 100 (d)
   

9,000

     

9,885

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2012-CIBX,
Class AS, 4.27%, 6/15/45, Callable 6/15/22 @ 100
   

11,745

     

12,217

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2012-C6,
Class B, 4.82%, 5/15/45, Callable 4/15/22 @ 100 (d)
   

10,697

     

10,925

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2010-C2,
Class B, 5.07%, 11/15/43 (a) (d)
   

4,000

     

3,991

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2010-C2,
Class C, 5.65%, 11/15/43 (a) (d)
   

15,000

     

14,276

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU,
Class B, 2.08%, 1/5/40 (a)
   

2,500

     

2,575

   

Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (a)

   

8,000

     

8,350

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series C9, Class AS,
3.46%, 5/15/46, Callable 4/15/23 @ 100
   

3,200

     

3,343

   
Morgan Stanley Capital Trust, Series 2011-C2, Class B, 5.20%, 6/15/44,
Callable 6/15/21 @ 100 (a) (d)
   

2,750

     

2,737

   

Morgan Stanley Capital Trust, Series 2015-MS1, Class AS, 4.03%, 5/15/48 (d)

   

7,000

     

7,692

   
Morgan Stanley Capital Trust, Series 2012-C4, Class AS, 3.77%, 3/15/45,
Callable 3/15/22 @ 100
   

3,000

     

3,044

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.06%, 5/10/45,
Callable 4/10/22 @ 100 (d) (f)
   

44,941

     

642

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class B, 4.82%, 5/10/45,
Callable 4/10/22 @ 100
   

15,000

     

15,204

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class AS, 4.17%, 5/10/45,
Callable 4/10/22 @ 100
   

9,375

     

9,714

   
UBS-Barclays Commercial Mortgage Trust, Series 2012-C2, Class ASEC,
4.18%, 5/10/63, Callable 7/10/22 @ 100 (a)
   

2,313

     

2,392

   
VLS Commercial Mortgage Trust, Series 2020-LAB, Class A,
2.13%, 10/10/42 (a)
   

4,000

     

4,105

   
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class XA,
1.74%, 10/15/45, Callable 9/15/22 @ 100 (a) (d) (f)
   

22,791

     

480

   
Wells Fargo Commercial Mortgage Trust, Series 2015-C28, Class A4,
3.54%, 5/15/48
   

7,000

     

7,761

   
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class A5,
3.24%, 12/15/45, Callable 12/15/22 @ 100
   

5,000

     

5,107

   
WFRBS Commercial Mortgage Trust, Series 2013-C13, Class AS,
3.35%, 5/15/45, Callable 4/15/23 @ 100
   

5,000

     

5,252

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 
WFRBS Commercial Mortgage Trust, Series 2011-C4, Class B,
5.19%, 6/15/44 (a) (d)
 

$

6,500

   

$

6,591

   
WFRBS Commercial Mortgage Trust, Series 2012-C7, Class AS,
4.09%, 6/15/45, Callable 6/15/22 @ 100 (d)
   

10,000

     

10,338

   

Total Collateralized Mortgage Obligations (Cost $403,850)

   

421,102

   

Common Stocks (0.0%) (g)

 

Energy (0.0%):

 

Whiting Petroleum Corp. (h)

   

77,828

     

1,583

   

Financials (0.0%):

 

MFA Financial, Inc.

   

199,850

     

727

   

Total Common Stocks (Cost $6,423)

   

2,310

   

Preferred Stocks (0.8%)

 

Consumer Staples (0.3%):

 

CHS, Inc., cumulative redeemable, Series 1, 7.88% (i)

 

$

200,000

     

5,692

   

Dairy Farmers of America, Inc., cumulative redeemable, 7.88% (a) (i)

   

172,520

     

17,166

   
     

22,858

   

Financials (0.0%): (g)

 

Citigroup Capital, 6.58% (LIBOR03M+637bps), 10/30/40 (b)

   

40,000

     

1,123

   

Real Estate (0.5%):

 

Equity Residential, cumulative redeemable, Series K, 8.29% (i)

   

111,611

     

7,199

   
Mid-America Apartment Communities, Inc., cumulative redeemable,
Series I, 8.50% (i)
   

219,731

     

14,465

   

Prologis, Inc., cumulative redeemable, Series Q, 8.54% (i) (j)

   

284,623

     

20,393

   
     

42,057

   

Total Preferred Stocks (Cost $52,965)

   

66,038

   

Senior Secured Loans (0.1%)

 
CSC Holdings LLC, 2017 Term Loan, First Lien, 2.38% (LIBOR01M+225bps),
7/17/25 (b)
   

2,369

     

2,350

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

3,217

     

3,215

   
Terex Corp., Incremental U.S. Term Loan, First Lien,
2.75% (LIBOR03M+200bps), 1/31/24 (b)
   

4,728

     

4,716

   

Total Senior Secured Loans (Cost $10,300)

   

10,281

   

Corporate Bonds (48.0%)

 

Communication Services (2.5%):

 

Activision Blizzard, Inc., 3.40%, 9/15/26, Callable 6/15/26 @ 100

   

5,000

     

5,645

   
AT&T, Inc.
2.30%, 6/1/27, Callable 4/1/27 @ 100
   

12,000

     

12,653

   

4.50%, 5/15/35, Callable 11/15/34 @ 100

   

5,000

     

5,919

   

3.10%, 2/1/43, Callable 8/1/42 @ 100

   

10,000

     

9,699

   

CBS Corp., 4.20%, 6/1/29, Callable 3/1/29 @ 100

   

3,000

     

3,514

   
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/26,
Callable 3/12/21 @ 102.88 (a)
   

5,000

     

5,158

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
CenturyLink, Inc.
5.80%, 3/15/22
 

$

10,000

   

$

10,447

   

6.75%, 12/1/23

   

2,000

     

2,219

   
Charter Communications Operating LLC, 6.38%, 10/23/35,
Callable 4/23/35 @ 100
   

12,000

     

16,156

   
Charter Communications Operating LLC/Charter Communications Operating
Capital, 2.30%, 2/1/32, Callable 11/1/31 @ 100
   

2,500

     

2,433

   

Comcast Corp., 3.90%, 3/1/38, Callable 9/1/37 @ 100

   

15,000

     

17,631

   

Crown Castle Towers LLC, 3.22%, 5/15/42, Callable 5/15/21 @ 100 (a)

   

10,000

     

10,063

   

CSC Holdings LLC, 5.50%, 4/15/27, Callable 4/15/22 @ 102.75 (a)

   

3,000

     

3,163

   

Discovery Communications LLC, 3.95%, 3/20/28, Callable 12/20/27 @ 100

   

10,000

     

11,385

   
Fox Corp.
3.05%, 4/7/25, Callable 3/7/25 @ 100
   

3,571

     

3,890

   

4.71%, 1/25/29, Callable 10/25/28 @ 100

   

7,600

     

9,106

   

Qwest Corp., 6.75%, 12/1/21

   

5,000

     

5,229

   

Sprint Corp., 7.25%, 9/15/21

   

2,250

     

2,327

   

The Walt Disney Co., 2.20%, 1/13/28

   

8,000

     

8,457

   
T-Mobile USA, Inc.
4.75%, 2/1/28, Callable 2/1/23 @ 102.38
   

2,857

     

3,051

   

3.88%, 4/15/30, Callable 1/15/30 @ 100 (a) (e)

   

15,333

     

17,309

   

2.55%, 2/15/31, Callable 11/15/30 @ 100 (a)

   

10,000

     

10,233

   
Verizon Communications, Inc.
1.75%, 1/20/31, Callable 10/20/30 @ 100
   

8,000

     

7,863

   

4.40%, 11/1/34, Callable 5/1/34 @ 100

   

5,000

     

6,121

   

4.13%, 8/15/46

   

5,000

     

5,848

   

ViacomCBS, Inc., 3.38%, 2/15/28, Callable 11/15/27 @ 100

   

7,000

     

7,757

   
     

203,276

   

Consumer Discretionary (1.5%):

 

Amazon.com, Inc., 3.88%, 8/22/37, Callable 2/22/37 @ 100

   

12,000

     

14,538

   

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

   

7,200

     

8,650

   

Ford Motor Co., 9.63%, 4/22/30, Callable 1/22/30 @ 100

   

1,875

     

2,659

   

General Motors Co., 6.80%, 10/1/27, Callable 8/1/27 @ 100 (e)

   

8,000

     

10,283

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26,
Callable 1/15/26 @ 100 (a) (c)
   

4,250

     

4,277

   
Hasbro, Inc.
3.55%, 11/19/26, Callable 9/19/26 @ 100
   

12,000

     

13,304

   

3.90%, 11/19/29, Callable 8/19/29 @ 100 (e)

   

4,150

     

4,634

   

Horace Mann School, 3.27%, 7/1/27

   

2,500

     

2,747

   
Marriott International, Inc.
5.75%, 5/1/25, Callable 4/1/25 @ 100 (e)
   

1,840

     

2,134

   

4.63%, 6/15/30, Callable 3/15/30 @ 100

   

2,333

     

2,665

   
Murphy Oil USA, Inc.
4.75%, 9/15/29, Callable 9/15/24 @ 102.38
   

2,000

     

2,131

   

3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

1,332

     

1,337

   

O'Reilly Automotive, Inc., 4.20%, 4/1/30, Callable 1/1/30 @ 100

   

7,500

     

8,881

   

Princeton Theological Seminary, 4.11%, 7/1/23

   

6,080

     

6,534

   
Smithsonian Institution
1.51%, 9/1/26
   

1,250

     

1,282

   

1.61%, 9/1/27

   

1,150

     

1,178

   

2.65%, 9/1/39

   

2,000

     

2,015

   

See notes to financial statements.


11



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

The Art Institute of Chicago, 3.23%, 3/1/22

 

$

2,750

   

$

2,819

   

University of Notre Dame du Lac, 3.44%, 2/15/45

   

5,000

     

5,900

   

Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100

   

1,000

     

1,161

   

VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100

   

8,000

     

8,736

   
Volkswagen Group of America Finance LLC
1.25%, 11/24/25, Callable 10/24/25 @ 100 (a)
   

5,000

     

5,029

   

3.20%, 9/26/26, Callable 7/26/26 @ 100 (a)

   

7,105

     

7,834

   
     

120,728

   

Consumer Staples (2.0%):

 

Altria Group, Inc., 3.40%, 5/6/30, Callable 2/6/30 @ 100

   

5,133

     

5,628

   
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%, 2/1/36,
Callable 8/1/35 @ 100
   

20,000

     

24,700

   
Anheuser-Busch InBev Worldwide, Inc., 4.38%, 4/15/38,
Callable 10/15/37 @ 100
   

6,500

     

7,753

   

BAT Capital Corp., 4.39%, 8/15/37, Callable 2/15/37 @ 100

   

15,000

     

16,529

   

Bunge Ltd. Finance Corp., 3.25%, 8/15/26, Callable 5/15/26 @ 100

   

3,000

     

3,308

   

General Mills, Inc., 4.55%, 4/17/38, Callable 10/17/37 @ 100

   

4,667

     

6,012

   
Keurig Dr Pepper, Inc.
4.60%, 5/25/28, Callable 2/25/28 @ 100
   

7,143

     

8,600

   

4.99%, 5/25/38, Callable 11/25/37 @ 100

   

4,667

     

6,080

   
Kraft Heinz Foods Co.
3.95%, 7/15/25, Callable 4/15/25 @ 100
   

10,000

     

10,913

   

3.75%, 4/1/30, Callable 1/1/30 @ 100

   

3,750

     

4,055

   

Mars, Inc., 3.88%, 4/1/39, Callable 10/1/38 @ 100 (a)

   

14,000

     

16,753

   

McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100

   

5,000

     

5,288

   

Mead Johnson Nutrition Co., 4.13%, 11/15/25, Callable 8/15/25 @ 100

   

3,500

     

4,002

   

Mondelez International, Inc., 2.75%, 4/13/30, Callable 1/13/30 @ 100

   

4,000

     

4,315

   

PepsiCo, Inc., 4.25%, 10/22/44, Callable 4/22/44 @ 100

   

5,000

     

6,347

   

SC Johnson & Son, Inc., 4.35%, 9/30/44, Callable 3/30/44 @ 100 (a)

   

10,000

     

12,155

   
Smithfield Foods, Inc.
4.25%, 2/1/27, Callable 11/1/26 @ 100 (a)
   

5,000

     

5,595

   

5.20%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

10,000

     

11,843

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

4,304

     

5,553

   
     

165,429

   

Energy (6.9%):

 
Boardwalk Pipelines LP
4.95%, 12/15/24, Callable 9/15/24 @ 100
   

15,000

     

16,869

   

4.45%, 7/15/27, Callable 4/15/27 @ 100

   

10,000

     

11,354

   
Buckeye Partners LP
4.13%, 12/1/27, Callable 9/1/27 @ 100
   

7,500

     

7,637

   

5.60%, 10/15/44, Callable 4/15/44 @ 100

   

15,000

     

14,593

   

Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)

   

22,364

     

24,563

   

Chevron Phillips Chemical Co. LLC, 3.40%, 12/1/26, Callable 9/1/26 @ 100 (a)

   

10,000

     

11,194

   

Columbia Pipeline Group, Inc., 4.50%, 6/1/25, Callable 3/1/25 @ 100

   

15,000

     

17,202

   

ConocoPhillips Co., 4.15%, 11/15/34, Callable 5/15/34 @ 100 (k)

   

10,000

     

11,491

   

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

   

4,042

     

4,146

   
DCP Midstream Operating LP, 5.85% (LIBOR03M+385bps), 5/21/43,
Callable 5/21/23 @ 100 (a) (b)
   

15,000

     

13,455

   

Diamondback Energy, Inc., 3.25%, 12/1/26, Callable 10/1/26 @ 100

   

5,000

     

5,361

   

See notes to financial statements.


12



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @ 100 (k)

 

$

10,000

   

$

9,865

   
Energy Transfer Operating LP
4.75%, 1/15/26, Callable 10/15/25 @ 100
   

5,000

     

5,632

   

3.23% (LIBOR03M+302bps), 11/1/66, Callable 3/12/21 @ 100 (b)

   

15,010

     

10,315

   
Energy Transfer Partners LP/Regency Energy Finance, 4.50%, 11/1/23,
Callable 8/1/23 @ 100
   

7,000

     

7,590

   
EnLink Midstream Partners LP
4.15%, 6/1/25, Callable 3/1/25 @ 100
   

14,000

     

13,644

   

4.85%, 7/15/26, Callable 4/15/26 @ 100

   

10,000

     

9,710

   

Enterprise Products Operating LLC, 2.80%, 1/31/30, Callable 10/31/29 @ 100 (k)

   

10,000

     

10,699

   
EOG Resources, Inc.
4.38%, 4/15/30, Callable 1/15/30 @ 100
   

1,154

     

1,374

   

3.90%, 4/1/35, Callable 10/1/34 @ 100

   

10,000

     

11,392

   

EQM Midstream Partners LP, 4.00%, 8/1/24, Callable 5/1/24 @ 100

   

6,437

     

6,514

   

EQT Corp., 8.75%, 2/1/30, Callable 11/1/29 @ 100

   

9,569

     

12,155

   

EQT Midstream Partners LP, 4.13%, 12/1/26, Callable 9/1/26 @ 100

   

14,000

     

13,562

   

Exxon Mobil Corp., 2.61%, 10/15/30, Callable 7/15/30 @ 100

   

8,500

     

9,076

   

Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)

   

8,000

     

8,387

   

Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (a)

   

5,333

     

5,582

   

Hess Corp., 4.30%, 4/1/27, Callable 1/1/27 @ 100 (e)

   

7,500

     

8,302

   

HollyFrontier Corp., 4.50%, 10/1/30, Callable 7/1/30 @ 100

   

15,000

     

15,754

   
Marathon Petroleum Corp.
4.70%, 5/1/25, Callable 4/1/25 @ 100
   

1,875

     

2,137

   

4.75%, 9/15/44, Callable 3/15/44 @ 100

   

10,000

     

11,470

   

Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

25,000

     

25,650

   

MPLX LP, 4.00%, 2/15/25, Callable 11/15/24 @ 100

   

7,500

     

8,288

   

Murphy Oil Corp., 5.75%, 8/15/25, Callable 3/12/21 @ 104.31

   

5,000

     

4,803

   
Newfield Exploration Co.
5.63%, 7/1/24
   

6,730

     

7,314

   

5.38%, 1/1/26, Callable 10/1/25 @ 100

   

9,500

     

10,366

   

Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100

   

6,067

     

6,900

   

NuStar Logistics LP, 6.00%, 6/1/26, Callable 3/1/26 @ 100

   

3,500

     

3,710

   
Occidental Petroleum Corp.
3.40%, 4/15/26, Callable 1/15/26 @ 100
   

13,000

     

12,537

   

3.00%, 2/15/27, Callable 11/15/26 @ 100

   

5,000

     

4,656

   

3.50%, 8/15/29, Callable 5/15/29 @ 100

   

3,279

     

3,043

   

4.40%, 8/15/49, Callable 2/15/49 @ 100

   

7,500

     

6,423

   

ONEOK Partners LP, 4.90%, 3/15/25, Callable 12/15/24 @ 100

   

5,000

     

5,665

   

ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100

   

2,500

     

3,190

   

Phillips 66, 4.65%, 11/15/34, Callable 5/15/34 @ 100

   

10,000

     

11,881

   

Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100

   

8,000

     

7,784

   
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/29,
Callable 9/15/29 @ 100
   

13,750

     

14,287

   
Rockies Express Pipeline LLC
4.95%, 7/15/29, Callable 4/15/29 @ 100 (a)
   

13,730

     

14,768

   

4.80%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

3,000

     

3,150

   

Sabal Trail Transmission LLC, 4.68%, 5/1/38, Callable 11/1/37 @ 100 (a)

   

15,000

     

17,814

   
Schlumberger Holdings Corp.
4.00%, 12/21/25, Callable 9/21/25 @ 100 (a)
   

961

     

1,089

   

3.90%, 5/17/28, Callable 2/17/28 @ 100 (a)

   

14,669

     

16,420

   

See notes to financial statements.


13



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Southwestern Energy Co.
6.20%, 1/23/25, Callable 10/23/24 @ 100
 

$

2,000

   

$

2,098

   

7.50%, 4/1/26, Callable 4/1/21 @ 105.63 (k)

   

5,000

     

5,231

   

Spectra Energy Partners LP, 3.38%, 10/15/26, Callable 7/15/26 @ 100

   

5,000

     

5,554

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%,
3/1/30, Callable 3/1/25 @ 102.75
   

5,000

     

5,322

   

The Williams Cos., Inc., 4.55%, 6/24/24, Callable 3/24/24 @ 100

   

10,000

     

11,150

   
TransCanada PipeLines Ltd., 2.43% (LIBOR03M+221bps), 5/15/67,
Callable 3/12/21 @ 100 (b)
   

12,124

     

9,791

   

Transcontinental Gas Pipe Line Co. LLC, 7.85%, 2/1/26, Callable 11/1/25 @ 100

   

3,000

     

3,902

   

Transocean Pontus Ltd., 6.13%, 8/1/25, Callable 8/1/21 @ 104.59 (a) (k)

   

1,820

     

1,719

   

Valero Energy Corp., 2.15%, 9/15/27, Callable 7/15/27 @ 100

   

6,364

     

6,431

   
Western Midstream Operating LP
5.38%, 6/1/21, Callable 3/1/21 @ 100
   

10,000

     

10,031

   

3.10%, 2/1/25, Callable 1/1/25 @ 100

   

4,211

     

4,360

   
     

566,352

   

Financials (15.0%):

 

Alexander Funding Trust, 1.84%, 11/15/23 (a)

   

9,000

     

9,132

   

Amcor Finance USA, Inc., 3.63%, 4/28/26, Callable 1/28/26 @ 100

   

4,750

     

5,357

   
American Equity Investment Life Holding Co., 5.00%, 6/15/27,
Callable 3/15/27 @ 100
   

5,000

     

5,684

   

American International Group, Inc., 3.88%, 1/15/35, Callable 7/15/34 @ 100

   

10,000

     

11,698

   

AmSouth Bancorp, 6.75%, 11/1/25

   

5,000

     

6,078

   

AmTrust Financial Services, Inc., 6.13%, 8/15/23

   

10,000

     

10,016

   
Ares Capital Corp.
3.50%, 2/10/23, Callable 1/10/23 @ 100
   

5,300

     

5,569

   

4.20%, 6/10/24, Callable 5/10/24 @ 100

   

5,000

     

5,416

   

4.25%, 3/1/25, Callable 1/1/25 @ 100

   

5,000

     

5,418

   
Assurant, Inc.
4.90%, 3/27/28, Callable 12/27/27 @ 100
   

5,000

     

5,821

   

3.70%, 2/22/30, Callable 11/22/29 @ 100 (k)

   

3,846

     

4,279

   
Athene Global Funding
1.45%, 1/8/26 (a)
   

9,000

     

9,010

   

2.45%, 8/20/27 (a)

   

10,000

     

10,535

   

Athene Holding Ltd., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

4,000

     

4,200

   
Atlantic Union Bankshares Corp., 5.00% (LIBOR03M+318bps), 12/15/26,
Callable 12/15/21 @ 100 (b)
   

10,000

     

10,171

   

AXA Equitable Holdings, Inc., 4.35%, 4/20/28, Callable 1/20/28 @ 100

   

5,000

     

5,846

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

15,000

     

15,879

   
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29,
Callable 11/20/24 @ 100 (b) (k)
   

8,572

     

8,752

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

10,000

     

11,158

   

3.95%, 4/21/25, MTN

   

5,000

     

5,584

   

3.42% (LIBOR03M+104bps), 12/20/28, Callable 12/20/27 @ 100 (b)

   

4,383

     

4,905

   

BankUnited, Inc., 4.88%, 11/17/25, Callable 8/17/25 @ 100 (k)

   

10,000

     

11,457

   

BBVA USA, 3.88%, 4/10/25, Callable 3/10/25 @ 100

   

20,000

     

22,412

   

BMW U.S. Capital LLC, 4.15%, 4/9/30, Callable 1/9/30 @ 100 (a)

   

10,000

     

11,889

   
BOKF Merger Corp., 5.63% (LIBOR03M+317bps), 6/25/30,
Callable 6/25/25 @ 100 (b)
   

8,000

     

8,645

   

See notes to financial statements.


14



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

BP Capital Markets America, Inc., 3.59%, 4/14/27, Callable 1/14/27 @ 100

 

$

10,000

   

$

11,331

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29,
Callable 6/30/24 @ 100 (b)
   

7,833

     

7,719

   

Capital One Financial Corp., 3.75%, 3/9/27, Callable 2/9/27 @ 100

   

15,000

     

17,077

   
CIT Group, Inc.
5.25%, 3/7/25, Callable 12/7/24 @ 100
   

5,000

     

5,744

   

4.13% (H15T5Y+237bps), 11/13/29, Callable 11/13/24 @ 100 (b)

   

14,000

     

14,235

   
Citigroup, Inc.
4.40%, 6/10/25
   

10,000

     

11,338

   

3.67% (LIBOR03M+139bps), 7/24/28, Callable 7/24/27 @ 100 (b)

   

10,000

     

11,307

   
Citizens Financial Group, Inc.
4.15%, 9/28/22 (a)
   

15,000

     

15,791

   

2.64%, 9/30/32, Callable 7/2/32 @ 100 (a)

   

5,500

     

5,655

   

COMM Mortgage Trust, 1.69%, 10/15/45, Callable 8/15/22 @ 100 (f)

   

53,260

     

1,107

   

Credit Acceptance Corp., 6.63%, 3/15/26, Callable 3/15/22 @ 103.31

   

4,875

     

5,167

   

Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100 (k)

   

3,500

     

4,016

   
Cullen/Frost Capital Trust II, 1.78% (LIBOR03M+155bps), 3/1/34,
Callable 3/12/21 @ 100 (b)
   

10,000

     

7,492

   

DAE Funding LLC, 5.00%, 8/1/24, Callable 3/12/21 @ 103.75 (a)

   

3,000

     

3,113

   
Dime Community Bancshares, Inc., 4.50% (LIBOR03M+266bps), 6/15/27,
Callable 6/15/22 @ 100 (b) (k)
   

3,750

     

3,752

   

Eagle Bancorp, Inc., 5.00% (LIBOR03M+385bps), 8/1/26, Callable 8/1/21 @ 100 (b)

   

10,000

     

10,085

   

Fifth Third Bancorp, 2.55%, 5/5/27, Callable 4/5/27 @ 100

   

3,000

     

3,253

   

Fifth Third Bank, 3.85%, 3/15/26, Callable 2/15/26 @ 100

   

10,000

     

11,306

   
First Citizens BancShares, Inc., 3.37% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (b)
   

12,097

     

12,310

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

8,000

     

9,674

   
First Maryland Capital I, 1.24% (LIBOR03M+100bps), 1/15/27,
Callable 3/12/21 @ 100 (b)
   

3,500

     

3,316

   

FirstMerit Bank NA, 4.27%, 11/25/26

   

5,000

     

5,717

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

10,000

     

10,470

   

4.54%, 8/1/26, Callable 6/1/26 @ 100

   

10,000

     

10,675

   
Fulton Financial Corp.
3.60%, 3/16/22
   

3,250

     

3,317

   

4.50%, 11/15/24

   

5,000

     

5,561

   

3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (b)

   

10,000

     

10,054

   

GA Global Funding Trust, 1.63%, 1/15/26 (a)

   

2,250

     

2,278

   

GlaxoSmithKline Capital, Inc., 4.20%, 3/18/43

   

10,000

     

12,704

   
Glencore Funding LLC
1.63%, 9/1/25, Callable 8/1/25 @ 100 (a)
   

5,000

     

5,119

   

4.00%, 3/27/27, Callable 12/27/26 @ 100 (a)

   

10,000

     

11,350

   

2.50%, 9/1/30, Callable 6/1/30 @ 100 (a)

   

6,000

     

6,056

   
Global Atlantic Financial Co.
8.63%, 4/15/21 (a)
   

10,000

     

10,134

   

4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)

   

17,143

     

18,842

   
Home Bancshares, Inc., 5.63% (LIBOR03M+358bps), 4/15/27,
Callable 4/15/22 @ 100 (b)
   

5,000

     

5,126

   

Huntington Bancshares, Inc., 4.35%, 2/4/23

   

10,000

     

10,705

   

See notes to financial statements.


15



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Hyundai Capital America
3.25%, 9/20/22 (a)
 

$

10,000

   

$

10,402

   

3.50%, 11/2/26, Callable 9/2/26 @ 100 (a)

   

10,000

     

11,055

   

ILFC E-Capital Trust I, 3.23%, 12/21/65, Callable 3/12/21 @ 100 (a)

   

10,000

     

7,754

   

Intercontinental Exchange, Inc., 3.10%, 9/15/27, Callable 6/15/27 @ 100

   

15,000

     

16,682

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

10,000

     

11,003

   

0.71% (LIBOR03M+50bps), 2/1/27, Callable 3/12/21 @ 100 (b)

   

4,000

     

3,832

   

4.25%, 10/1/27

   

5,000

     

5,865

   

1.95% (SOFR+1bps), 2/4/32, Callable 2/4/31 @ 100 (b) (c)

   

8,667

     

8,673

   

KeyBank NA, 3.40%, 5/20/26, MTN

   

10,000

     

11,137

   

KeyCorp, 2.25%, 4/6/27, MTN

   

5,000

     

5,313

   
Level 3 Financing, Inc.
3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (a)
   

5,000

     

5,034

   

3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)

   

20,000

     

21,998

   
Lincoln National Corp.
4.20%, 3/15/22
   

10,000

     

10,420

   

2.58% (LIBOR03M+236bps), 5/17/66, Callable 2/25/21 @ 100 (b)

   

15,000

     

12,685

   
Loews Corp.
3.75%, 4/1/26, Callable 1/1/26 @ 100
   

5,000

     

5,663

   

3.20%, 5/15/30, Callable 2/15/30 @ 100

   

8,000

     

8,989

   
Main Street Capital Corp.
4.50%, 12/1/22
   

4,500

     

4,724

   

5.20%, 5/1/24

   

3,000

     

3,249

   

3.00%, 7/14/26, Callable 6/14/26 @ 100

   

4,000

     

4,000

   

Manufacturers & Traders Trust Co., 3.40%, 8/17/27

   

5,000

     

5,658

   
MB Financial Bank NA, 4.00% (LIBOR03M+187bps), 12/1/27,
Callable 12/1/22 @ 100 (b)
   

10,417

     

10,780

   

Mercury General Corp., 4.40%, 3/15/27, Callable 12/15/26 @ 100

   

15,000

     

16,810

   

MetLife, Inc., 4.13%, 8/13/42

   

10,000

     

12,361

   

MUFG Americas Holdings Corp., 3.00%, 2/10/25, Callable 1/10/25 @ 100

   

18,026

     

19,583

   
National Rural Utilities Cooperative Finance Corp., 4.75% (LIBOR03M+291bps),
4/30/43, Callable 4/30/23 @ 100 (b)
   

9,500

     

9,971

   
Nationwide Mutual Insurance Co., 2.51% (LIBOR03M+229bps), 12/15/24,
Callable 3/12/21 @ 100 (a) (b)
   

24,505

     

24,368

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (b) (k)
   

12,000

     

12,401

   

Nuveen Finance LLC, 4.13%, 11/1/24 (a)

   

5,000

     

5,622

   

Old Republic International Corp., 3.88%, 8/26/26, Callable 7/26/26 @ 100

   

20,000

     

22,866

   

Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (a)

   

15,000

     

17,684

   
Pinnacle Financial Partners, Inc., 4.13% (LIBOR03M+278bps), 9/15/29,
Callable 9/15/24 @ 100 (b)
   

5,000

     

5,009

   

PNC Bank NA, 2.70%, 10/22/29

   

10,000

     

10,740

   
PPL Capital Funding, Inc.
4.13%, 4/15/30, Callable 1/15/30 @ 100
   

5,000

     

5,906

   

2.91% (LIBOR03M+267bps), 3/30/67, Callable 3/12/21 @ 100 (b)

   

21,130

     

19,666

   

Primerica, Inc., 4.75%, 7/15/22

   

7,145

     

7,575

   

ProAssurance Corp., 5.30%, 11/15/23

   

1,500

     

1,608

   

See notes to financial statements.


16



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Prudential Financial, Inc.
5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)
 

$

10,000

   

$

10,781

   

3.94%, 12/7/49, Callable 6/7/49 @ 100

   

4,500

     

5,255

   

Regions Bank, 6.45%, 6/26/37

   

10,409

     

14,711

   

S&P Global, Inc., 4.00%, 6/15/25, Callable 3/15/25 @ 100

   

10,000

     

11,291

   

Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100

   

5,818

     

6,670

   

Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b)

   

10,000

     

10,178

   

StanCorp Financial Group, Inc., 5.00%, 8/15/22 (k)

   

17,050

     

18,117

   

Sterling Bancorp, 4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)

   

8,750

     

8,771

   
Sterling National Bank, 5.25% (LIBOR03M+394bps), 4/1/26,
Callable 4/1/21 @ 100 (b)
   

5,000

     

5,017

   

Susquehanna Bancshares, Inc., 5.38%, 8/15/22

   

6,021

     

6,420

   
Synchrony Financial
3.95%, 12/1/27, Callable 9/1/27 @ 100
   

13,500

     

15,042

   

5.15%, 3/19/29, Callable 12/19/28 @ 100

   

9,250

     

11,089

   
Synovus Bank/Columbus GA, 4.00% (H15T5Y+363bps), 10/29/30,
Callable 10/29/25 @ 100 (b)
   

4,500

     

4,730

   
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29,
Callable 2/7/24 @ 100 (b)
   

10,000

     

10,778

   
TCF National Bank
6.25%, 6/8/22
   

10,000

     

10,549

   

4.13% (LIBOR03M+238bps), 7/2/29, Callable 7/2/24 @ 100 (b)

   

4,000

     

3,941

   

Texas Capital Bank NA, 5.25%, 1/31/26

   

12,335

     

13,229

   
The Allstate Corp., 5.75% (LIBOR03M+294bps), 8/15/53,
Callable 8/15/23 @ 100 (b)
   

5,000

     

5,385

   

The Hanover Insurance Group, Inc., 4.50%, 4/15/26, Callable 1/15/26 @ 100

   

13,086

     

15,365

   
The Hartford Financial Services Group, Inc., 2.35% (LIBOR03M+213bps), 2/12/67,
Callable 3/12/21 @ 100 (a) (b)
   

14,000

     

12,850

   
The PNC Financial Services Group, Inc.
2.85%, 11/9/22 (l)
   

5,000

     

5,219

   

2.55%, 1/22/30, Callable 10/24/29 @ 100

   

5,000

     

5,340

   

TIAA FSB Holdings, Inc., 5.75%, 7/2/25, Callable 6/2/25 @ 100

   

10,000

     

10,644

   

Torchmark Corp., 4.55%, 9/15/28, Callable 6/15/28 @ 100

   

7,670

     

9,166

   

Towne Bank, 4.50% (LIBOR03M+255bps), 7/30/27, Callable 7/30/22 @ 100 (b)

   

11,062

     

11,270

   

Truist Bank, 2.25%, 3/11/30, Callable 12/11/29 @ 100

   

2,450

     

2,526

   

U.S. Bancorp, 3.10%, 4/27/26, MTN, Callable 3/27/26 @ 100

   

5,000

     

5,536

   
UMB Financial Corp., 3.70% (H15T5Y+344bps), 9/17/30,
Callable 9/17/25 @ 100 (b)
   

7,125

     

7,318

   
WEA Finance LLC/Westfield UK & Europe Finance PLC, 3.75%, 9/17/24,
Callable 6/17/24 @ 100 (a)
   

20,000

     

21,281

   

Wells Fargo & Co., 3.00%, 10/23/26

   

20,000

     

21,992

   

Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100

   

25,000

     

26,057

   
     

1,221,411

   

Health Care (3.2%):

 
AbbVie, Inc.
3.80%, 3/15/25, Callable 12/15/24 @ 100
   

10,000

     

11,107

   

3.60%, 5/14/25, Callable 2/14/25 @ 100

   

5,000

     

5,541

   

3.20%, 11/21/29, Callable 8/21/29 @ 100

   

10,000

     

11,057

   

Anthem, Inc., 2.88%, 9/15/29, Callable 6/15/29 @ 100

   

9,677

     

10,522

   

See notes to financial statements.


17



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Baylor Scott & White Holdings
3.10%, 11/15/25, Callable 8/15/25 @ 100
 

$

7,000

   

$

7,488

   

2.65%, 11/15/26, Callable 8/15/26 @ 100

   

20,000

     

21,347

   

Bon Secours Charity Health System, Inc., 5.25%, 11/1/25

   

3,000

     

3,465

   

Boston Medical Center Corp., 4.52%, 7/1/26

   

4,250

     

4,830

   

Cigna Corp., 3.40%, 3/1/27, Callable 12/1/26 @ 100

   

10,000

     

11,240

   

Community Health Network, Inc., 4.24%, 5/1/25

   

5,000

     

5,687

   
CVS Health Corp.
4.30%, 3/25/28, Callable 12/25/27 @ 100
   

3,779

     

4,438

   

3.25%, 8/15/29, Callable 5/15/29 @ 100 (e)

   

8,966

     

9,938

   
CVS Pass-Through Trust
6.04%, 12/10/28
   

5,118

     

5,931

   

5.93%, 1/10/34 (a)

   

3,684

     

4,416

   

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

12,000

     

13,161

   

Eastern Maine Healthcare Systems, 5.02%, 7/1/36

   

17,000

     

18,793

   
Fresenius Medical Care U.S. Finance III, Inc., 2.38%, 2/16/31,
Callable 11/16/30 @ 100 (a)
   

13,000

     

13,086

   
HCA, Inc.
5.00%, 3/15/24
   

5,000

     

5,630

   

5.25%, 4/15/25 (k)

   

15,000

     

17,478

   

4.50%, 2/15/27, Callable 8/15/26 @ 100

   

2,500

     

2,900

   
Mercy Health
3.38%, 11/1/25
   

15,000

     

16,472

   

4.30%, 7/1/28

   

3,720

     

4,298

   

Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100

   

5,555

     

6,565

   

Northwell Healthcare, Inc., 3.39%, 11/1/27, Callable 8/1/27 @ 100

   

3,900

     

4,041

   

NYU Langone Hospitals, 4.17%, 7/1/37

   

6,500

     

7,508

   

Orlando Health Obligated Group, 2.89%, 10/1/35

   

1,660

     

1,723

   
Southern Illinois Healthcare Enterprises, Inc., 3.97%, 5/15/50,
Callable 11/15/49 @ 100
   

9,000

     

10,336

   

SSM Health Care Corp., 3.82%, 6/1/27, Callable 3/1/27 @ 100

   

8,500

     

9,960

   

Trinity Health Corp., 2.63%, 12/1/40, Callable 6/1/40 @ 100

   

3,000

     

3,051

   

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

   

3,000

     

3,041

   

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

   

4,000

     

4,219

   
     

259,269

   

Industrials (6.3%):

 

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

   

13,000

     

12,898

   

Air Lease Corp., 3.63%, 4/1/27, Callable 1/1/27 @ 100

   

10,000

     

10,888

   
American Airlines Pass Through Trust
3.70%, 4/1/28 (k)
   

6,771

     

6,544

   

4.00%, 3/22/29

   

7,869

     

7,517

   

4.00%, 8/15/30

   

4,144

     

3,730

   

3.60%, 4/15/31

   

8,647

     

7,788

   

Arconic, Inc., 5.13%, 10/1/24, Callable 7/1/24 @ 100

   

17,750

     

19,524

   
Ashtead Capital, Inc.
4.00%, 5/1/28, Callable 5/1/23 @ 102 (a)
   

2,500

     

2,657

   

4.25%, 11/1/29, Callable 11/1/24 @ 102.13 (a)

   

3,937

     

4,330

   
British Airways Pass Through Trust
4.63%, 12/20/25 (a)
   

12,497

     

12,865

   

3.35%, 12/15/30 (a)

   

6,661

     

6,437

   

See notes to financial statements.


18



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

3.80%, 3/20/33 (a)

 

$

3,566

   

$

3,679

   
Burlington Northern Santa Fe LLC
3.75%, 4/1/24, Callable 1/1/24 @ 100
   

8,000

     

8,759

   

3.65%, 9/1/25, Callable 6/1/25 @ 100

   

10,000

     

11,245

   

3.90%, 8/1/46, Callable 2/1/46 @ 100

   

7,000

     

8,474

   

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

   

14,127

     

14,895

   

Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100

   

7,500

     

7,954

   

Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100

   

8,000

     

8,662

   
Continental Airlines Pass Through Trust
4.15%, 10/11/25
   

6,309

     

6,431

   

4.00%, 4/29/26

   

3,252

     

3,345

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)

   

4,104

     

4,235

   

Delta Air Lines Pass Through Trust, 3.88%, 1/30/29

   

7,047

     

7,155

   
FedEx Corp.
4.25%, 5/15/30, Callable 2/15/30 @ 100
   

8,000

     

9,521

   

3.90%, 2/1/35

   

10,000

     

11,657

   

General Electric Co., 3.53% (LIBOR03M+333bps), Callable 3/15/21 @ 100 (b) (i)

   

11,842

     

11,193

   
Hawaiian Airlines Pass Through Certificates
4.95%, 7/15/23
   

10,780

     

10,368

   

3.90%, 7/15/27

   

11,089

     

10,649

   

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

   

15,000

     

17,022

   

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

   

1,613

     

1,883

   

Hubbell, Inc., 3.50%, 2/15/28, Callable 11/15/27 @ 100

   

5,000

     

5,440

   

Ingersoll-Rand Co., 9.00%, 8/15/21

   

1,500

     

1,561

   

JetBlue Pass Through Trust, 2.95%, 11/15/29

   

9,399

     

8,909

   

Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100

   

11,295

     

12,592

   
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35,
Callable 9/1/35 @ 100
   

3,935

     

4,144

   

Molex Electronic Technologies LLC, 3.90%, 4/15/25, Callable 1/15/25 @ 100 (a)

   

10,000

     

10,278

   

Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100

   

12,000

     

12,577

   
Penske Truck Leasing Co. LP/PTL Finance Corp.
3.95%, 3/10/25, Callable 1/10/25 @ 100 (a)
   

5,000

     

5,571

   

4.00%, 7/15/25, Callable 6/15/25 @ 100 (a)

   

8,000

     

9,002

   

Raytheon Technologies Corp., 4.20%, 12/15/44, Callable 6/15/44 @ 100

   

10,000

     

11,350

   

Ryder System, Inc., 3.35%, 9/1/25, MTN, Callable 8/1/25 @ 100

   

8,000

     

8,837

   

Snap-on, Inc., 3.25%, 3/1/27, Callable 12/1/26 @ 100

   

10,000

     

11,121

   

Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100

   

9,600

     

11,340

   
Spirit Airlines Pass Through Trust
4.45%, 10/1/25
   

2,380

     

2,278

   

4.10%, 10/1/29

   

10,621

     

10,399

   

3.38%, 8/15/31

   

8,675

     

8,673

   
The Boeing Co.
3.25%, 2/1/28, Callable 12/1/27 @ 100
   

8,500

     

9,021

   

3.63%, 2/1/31, Callable 11/1/30 @ 100

   

4,000

     

4,303

   

5.71%, 5/1/40, Callable 11/1/39 @ 100

   

21,000

     

26,653

   
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29,
Callable 9/15/29 @ 100
   

2,900

     

3,178

   
Totem Ocean Trailer Express, Inc. (NBGA — United States Government),
6.37%, 4/15/28
   

6,675

     

7,916

   

See notes to financial statements.


19



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
TTX Co.
4.15%, 1/15/24 (a)
 

$

5,000

   

$

5,503

   

3.60%, 1/15/25 (a)

   

10,000

     

11,095

   
U.S. Airways Pass Through Trust
6.25%, 10/22/24
   

1,933

     

1,896

   

3.95%, 5/15/27

   

5,806

     

5,595

   
Union Pacific Corp.
3.38%, 2/1/35, Callable 8/1/34 @ 100
   

10,000

     

11,347

   

4.25%, 4/15/43, Callable 10/15/42 @ 100

   

10,000

     

11,678

   
United Airlines Pass Through Trust
3.70%, 6/1/24 (k)
   

7,000

     

7,025

   

4.30%, 2/15/27

   

3,514

     

3,640

   

3.75%, 3/3/28

   

14,362

     

14,606

   
     

509,833

   

Information Technology (2.2%):

 
Analog Devices, Inc.
2.95%, 4/1/25, Callable 3/1/25 @ 100
   

4,000

     

4,338

   

4.50%, 12/5/36, Callable 6/5/36 @ 100

   

5,000

     

5,877

   

Applied Materials, Inc., 3.30%, 4/1/27, Callable 1/1/27 @ 100

   

10,000

     

11,304

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

5,000

     

5,949

   

2.45%, 2/15/31, Callable 11/15/30 @ 100 (a)

   

8,500

     

8,462

   

2.60%, 2/15/33, Callable 11/15/32 @ 100 (a)

   

10,000

     

9,922

   

Hewlett Packard Enterprise Co., 4.65%, 10/1/24, Callable 9/1/24 @ 100

   

12,500

     

14,167

   

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

   

12,000

     

13,035

   

Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100

   

4,104

     

4,288

   

Keysight Technologies, Inc., 3.00%, 10/30/29, Callable 7/30/29 @ 100

   

9,368

     

10,323

   

Leidos, Inc., 2.30%, 2/15/31, Callable 11/15/30 @ 100 (a)

   

15,000

     

15,056

   

Micron Technology, Inc., 4.66%, 2/15/30, Callable 11/15/29 @ 100

   

10,000

     

12,044

   
Microsoft Corp.
4.20%, 11/3/35, Callable 5/3/35 @ 100
   

10,000

     

12,820

   

3.45%, 8/8/36, Callable 2/8/36 @ 100

   

10,000

     

11,958

   

Motorola Solutions, Inc., 4.60%, 2/23/28, Callable 11/23/27 @ 100

   

10,000

     

11,904

   
Qualcomm, Inc.
3.25%, 5/20/27, Callable 2/20/27 @ 100
   

5,000

     

5,645

   

4.65%, 5/20/35, Callable 11/20/34 @ 100

   

5,000

     

6,513

   

Total System Services, Inc., 4.80%, 4/1/26, Callable 1/1/26 @ 100

   

5,000

     

5,868

   

Trimble, Inc., 4.15%, 6/15/23, Callable 5/15/23 @ 100

   

3,000

     

3,225

   

VeriSign, Inc., 5.25%, 4/1/25, Callable 1/1/25 @ 100

   

4,250

     

4,818

   
     

177,516

   

Materials (1.5%):

 

Allegheny Ludlum LLC, 6.95%, 12/15/25

   

5,000

     

5,445

   

Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100

   

6,000

     

6,350

   

Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

4,000

     

4,450

   

Commercial Metals Co., 3.88%, 2/15/31, Callable 2/15/26 @ 101.94 (c)

   

1,458

     

1,493

   
Crown Americas LLC/Crown Americas Capital Corp., 4.25%, 9/30/26,
Callable 3/31/26 @ 100
   

5,000

     

5,414

   

Eagle Materials, Inc., 4.50%, 8/1/26, Callable 8/1/21 @ 102.25

   

3,000

     

3,108

   

Freeport-McMoRan, Inc., 5.45%, 3/15/43, Callable 9/15/42 @ 100

   

10,000

     

12,517

   

See notes to financial statements.


20



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
LYB International Finance III LLC
3.38%, 5/1/30, Callable 2/1/30 @ 100
 

$

9,500

   

$

10,507

   

2.25%, 10/1/30, Callable 7/1/30 @ 100

   

4,500

     

4,549

   
Monsanto Co.
3.38%, 7/15/24, Callable 4/15/24 @ 100
   

5,000

     

5,241

   

3.95%, 4/15/45, Callable 10/15/44 @ 100

   

5,000

     

4,945

   
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer,
5.13%, 7/15/23, Callable 2/14/21 @ 101.28 (a)
   

90

     

91

   

Sasol Financing USA LLC, 5.88%, 3/27/24, Callable 2/27/24 @ 100

   

8,000

     

8,450

   

The Dow Chemical Co., 4.25%, 10/1/34, Callable 4/1/34 @ 100

   

10,000

     

11,819

   

Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100

   

12,000

     

13,607

   

Westlake Chemical Corp., 3.60%, 8/15/26, Callable 5/15/26 @ 100

   

10,000

     

11,171

   

Worthington Industries, Inc., 4.30%, 8/1/32, Callable 5/1/32 @ 100

   

8,890

     

10,190

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (e)

   

6,000

     

6,528

   
     

125,875

   

Real Estate (2.0%):

 

Alexandria Real Estate Equities, Inc., 4.50%, 7/30/29, Callable 4/30/29 @ 100

   

5,000

     

6,025

   
AvalonBay Communities, Inc.
3.45%, 6/1/25, Callable 3/3/25 @ 100
   

5,000

     

5,538

   

3.20%, 1/15/28, Callable 10/15/27 @ 100, MTN

   

2,679

     

2,973

   

2.45%, 1/15/31, Callable 10/15/30 @ 100, MTN

   

2,000

     

2,120

   
Boston Properties LP
3.85%, 2/1/23, Callable 11/1/22 @ 100
   

10,000

     

10,600

   

3.25%, 1/30/31, Callable 10/30/30 @ 100

   

3,938

     

4,260

   
Columbia Property Trust Operating Partnership, 3.65%, 8/15/26,
Callable 5/15/26 @ 100
   

7,500

     

7,803

   

ERP Operating LP, 2.85%, 11/1/26, Callable 8/1/26 @ 100

   

9,000

     

9,865

   

Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100

   

5,000

     

5,260

   
Federal Realty Investment Trust
2.75%, 6/1/23, Callable 3/1/23 @ 100
   

10,000

     

10,438

   

3.25%, 7/15/27, Callable 4/15/27 @ 100

   

1,852

     

2,015

   

GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100

   

4,000

     

4,350

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

3,733

     

3,856

   
Hudson Pacific Properties LP
3.95%, 11/1/27, Callable 8/1/27 @ 100
   

5,000

     

5,472

   

4.65%, 4/1/29, Callable 1/1/29 @ 100

   

1,979

     

2,284

   
MPT Operating Partnership LP/MPT Finance Corp.
5.25%, 8/1/26, Callable 8/1/21 @ 102.63
   

4,901

     

5,084

   

4.63%, 8/1/29, Callable 8/1/24 @ 102.31

   

1,000

     

1,070

   

Office Properties Income Trust, 4.50%, 2/1/25, Callable 11/1/24 @ 100

   

10,000

     

10,650

   

Physicians Realty LP, 4.30%, 3/15/27, Callable 12/15/26 @ 100

   

7,500

     

8,357

   

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

   

4,000

     

4,519

   

SBA Tower Trust, 3.45%, 3/15/48 (a)

   

30,000

     

31,717

   

Service Properties Trust, 4.95%, 2/15/27, Callable 8/15/26 @ 100 (k)

   

5,000

     

4,820

   
Washington Real Estate Investment Trust, 3.95%, 10/15/22,
Callable 7/15/22 @ 100
   

14,000

     

14,564

   
     

163,640

   

Utilities (4.9%):

 

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

4,250

     

4,811

   

See notes to financial statements.


21



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

American Water Capital Corp., 2.95%, 9/1/27, Callable 6/1/27 @ 100

 

$

5,000

   

$

5,554

   

Atlantic City Electric Co., 3.38%, 9/1/24, Callable 6/1/24 @ 100

   

5,000

     

5,355

   

Atmos Energy Corp., 4.13%, 10/15/44, Callable 4/15/44 @ 100

   

10,000

     

12,371

   

Berkshire Hathaway Energy Co., 4.50%, 2/1/45, Callable 8/1/44 @ 100

   

15,000

     

18,658

   

Black Hills Corp., 3.88%, 10/15/49, Callable 4/15/49 @ 100

   

20,000

     

22,713

   

Cleco Corporate Holdings LLC, 3.38%, 9/15/29, Callable 6/15/29 @ 100 (k)

   

11,000

     

11,505

   

Delmarva Power & Light Co., 4.15%, 5/15/45, Callable 11/15/44 @ 100

   

5,000

     

6,041

   

Dominion Energy South Carolina, Inc., 4.10%, 6/15/46, Callable 12/15/45 @ 100

   

5,000

     

5,680

   

Duke Energy Carolinas LLC, 3.88%, 3/15/46, Callable 9/15/45 @ 100

   

7,000

     

8,251

   

Duke Energy Indiana LLC, 3.75%, 5/15/46, Callable 11/15/45 @ 100

   

10,000

     

11,491

   

Duke Energy Progress LLC, 4.15%, 12/1/44, Callable 6/1/44 @ 100

   

10,000

     

12,308

   

Duquesne Light Holdings, Inc., 5.90%, 12/1/21 (a) (k)

   

3,500

     

3,637

   

Entergy Arkansas LLC, 3.05%, 6/1/23, Callable 3/1/23 @ 100

   

4,000

     

4,212

   

Entergy Louisiana LLC, 4.95%, 1/15/45, Callable 1/15/25 @ 100

   

7,000

     

7,736

   

Entergy Mississippi LLC, 3.25%, 12/1/27, Callable 9/1/27 @ 100

   

5,000

     

5,552

   
Entergy Texas, Inc.
2.55%, 6/1/21, Callable 5/1/21 @ 100
   

10,000

     

10,053

   

3.45%, 12/1/27, Callable 9/1/27 @ 100

   

15,000

     

16,641

   

3.55%, 9/30/49, Callable 3/30/49 @ 100

   

5,000

     

5,551

   

Florida Power & Light Co., 3.15%, 10/1/49, Callable 4/1/49 @ 100

   

5,000

     

5,543

   

Georgia Power Co., 3.25%, 4/1/26, Callable 1/1/26 @ 100

   

3,300

     

3,666

   

Gulf Power Co., 3.30%, 5/30/27, Callable 2/28/27 @ 100

   

10,000

     

11,238

   

IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100 (a)

   

4,200

     

4,808

   

ITC Holdings Corp., 3.35%, 11/15/27, Callable 8/15/27 @ 100

   

7,500

     

8,431

   

MidAmerican Energy Co., 3.15%, 4/15/50, Callable 10/15/49 @ 100

   

7,000

     

7,695

   

Mississippi Power Co., 4.25%, 3/15/42

   

3,168

     

3,746

   
Monongahela Power Co.
4.10%, 4/15/24, Callable 1/15/24 @ 100 (a)
   

10,000

     

10,801

   

5.40%, 12/15/43, Callable 6/15/43 @ 100 (a)

   

5,000

     

6,508

   
National Fuel Gas Co.
4.90%, 12/1/21, Callable 9/1/21 @ 100
   

5,000

     

5,124

   

3.95%, 9/15/27, Callable 6/15/27 @ 100 (k)

   

10,000

     

10,781

   

Northern States Power Co., 3.60%, 5/15/46, Callable 11/15/45 @ 100

   

20,000

     

23,500

   

Oncor Electric Delivery Co. LLC, 3.75%, 4/1/45, Callable 10/1/44 @ 100

   

5,000

     

5,949

   

PECO Energy Co., 3.00%, 9/15/49, Callable 3/15/49 @ 100

   

7,000

     

7,415

   

Pedernales Electric Cooperative, Inc., 5.95%, 11/15/22 (a)

   

1,934

     

2,039

   

Potomac Electric Power Co., 4.15%, 3/15/43, Callable 9/15/42 @ 100

   

5,000

     

6,193

   

Public Service Co. of Colorado, 2.70%, 1/15/51, Callable 7/15/50 @ 100

   

7,000

     

7,172

   

Public Service Electric & Gas Co., 3.80%, 3/1/46, MTN, Callable 9/1/45 @ 100

   

10,000

     

11,991

   

Southern Co. Gas Capital Corp., 3.25%, 6/15/26, Callable 3/15/26 @ 100

   

7,000

     

7,782

   

Southwestern Public Service Co., 3.15%, 5/1/50, Callable 11/1/49 @ 100

   

10,000

     

10,745

   

Spire, Inc., 3.54%, 2/27/24, Callable 12/27/23 @ 100

   

11,880

     

12,383

   

The AES Corp., 2.45%, 1/15/31, Callable 10/15/30 @ 100 (a)

   

9,000

     

9,015

   

The Narragansett Electric Co., 3.40%, 4/9/30, Callable 1/9/30 @ 100 (a)

   

8,000

     

8,997

   
Tri-State Generation & Transmission Association, Inc.
4.70%, 11/1/44, Callable 5/1/44 @ 100
   

5,000

     

6,023

   

4.25%, 6/1/46, Callable 12/1/45 @ 100

   

10,000

     

11,219

   

See notes to financial statements.


22



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
WEC Energy Group, Inc., 2.33% (LIBOR03M+211bps), 5/15/67,
Callable 3/12/21 @ 100 (b)
 

$

15,000

   

$

13,535

   
     

400,419

   

Total Corporate Bonds (Cost $3,588,500)

   

3,913,748

   

Yankee Dollars (13.9%)

 

Communication Services (0.7%):

 

British Telecommunications PLC, 3.25%, 11/8/29, Callable 8/8/29 @ 100 (a)

   

14,000

     

15,311

   
Deutsche Telekom International Finance BV, 3.60%, 1/19/27,
Callable 10/19/26 @ 100 (a)
   

15,000

     

16,914

   

Pearson Funding Four PLC, 3.75%, 5/8/22 (a)

   

5,000

     

5,118

   
Vodafone Group PLC
5.00%, 5/30/38
   

6,667

     

8,473

   

4.25%, 9/17/50

   

10,000

     

11,805

   
     

57,621

   

Consumer Discretionary (0.3%):

 

Ascot Group Ltd., 4.25%, 12/15/30, Callable 12/15/25 @ 100 (a)

   

7,802

     

8,178

   

International Game Technology PLC, 6.50%, 2/15/25, Callable 8/15/24 @ 100 (a)

   

3,000

     

3,328

   

Nissan Motor Co. Ltd., 4.81%, 9/17/30, Callable 6/17/30 @ 100 (a)

   

9,000

     

10,019

   
     

21,525

   

Consumer Staples (1.2%):

 

Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)

   

7,333

     

7,883

   

Bacardi Ltd., 4.70%, 5/15/28, Callable 2/15/28 @ 100 (a) (e)

   

25,000

     

29,632

   

Becle SAB de CV, 3.75%, 5/13/25 (a)

   

7,500

     

8,159

   
Hutchison Whampoa International Ltd.
4.63%, 1/13/22 (a)
   

5,000

     

5,189

   

3.63%, 10/31/24 (a)

   

10,000

     

11,057

   
Imperial Brands Finance PLC
4.25%, 7/21/25, Callable 4/21/25 @ 100 (a)
   

20,000

     

22,390

   

3.88%, 7/26/29, Callable 4/26/29 @ 100 (a)

   

10,000

     

11,170

   
     

95,480

   

Energy (0.4%):

 
Aker BP ASA
5.88%, 3/31/25, Callable 3/31/21 @ 102.94 (a)
   

4,500

     

4,659

   

4.00%, 1/15/31, Callable 10/15/30 @ 100 (a)

   

9,250

     

10,002

   

APT Pipelines Ltd., 4.25%, 7/15/27, Callable 4/15/27 @ 100 (a)

   

6,000

     

6,876

   
Petroleos Mexicanos
6.84%, 1/23/30, Callable 10/23/29 @ 100 (k)
   

6,000

     

6,021

   

5.95%, 1/28/31, Callable 10/28/30 @ 100 (k)

   

6,667

     

6,332

   
     

33,890

   

Financials (6.9%):

 
ABN AMRO Bank NV
4.75%, 7/28/25 (a)
   

15,000

     

17,223

   

4.80%, 4/18/26 (a)

   

10,000

     

11,675

   
Banco Santander Mexico SA Institucion de Banca Multiple Groupo Financiero
Santand, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (a) (b) (k)
   

1,000

     

1,095

   

See notes to financial statements.


23



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero
Santand, 5.38%, 4/17/25 (a)
 

$

1,786

   

$

2,044

   
Bank of Montreal, 3.80% (USSW5+143bps), 12/15/32,
Callable 12/15/27 @ 100 (b)
   

7,500

     

8,568

   

BAT International Finance PLC, 3.95%, 6/15/25 (a)

   

10,000

     

11,169

   
BNP Paribas SA
4.71% (LIBOR03M+224bps), 1/10/25, Callable 1/10/24 @ 100 (a) (b)
   

10,000

     

11,100

   

4.38%, 5/12/26 (a)

   

10,000

     

11,405

   

4.63%, 3/13/27 (a)

   

4,000

     

4,658

   
BP Capital Markets PLC
3.28%, 9/19/27, Callable 6/19/27 @ 100
   

5,000

     

5,596

   

3.72%, 11/28/28, Callable 8/28/28 @ 100

   

5,000

     

5,726

   
BPCE SA
3.00%, 5/22/22 (a)
   

5,000

     

5,174

   

4.00%, 9/12/23 (a)

   

5,000

     

5,433

   

3.50%, 10/23/27 (a)

   

5,000

     

5,581

   

3.25%, 1/11/28 (a)

   

10,000

     

11,001

   

Brookfield Finance, Inc., 4.85%, 3/29/29, Callable 12/29/28 @ 100

   

10,000

     

12,096

   

Canadian Imperial Bank of Commerce, 7.26%, 4/10/32 (a)

   

2,786

     

3,381

   

Commonwealth Bank of Australia, 3.25%, 7/20/23 (a)

   

10,000

     

10,713

   
Co-operatieve Rabobank UA
3.88%, 2/8/22
   

10,000

     

10,369

   

3.95%, 11/9/22

   

10,000

     

10,598

   

4.00% (USSW5+189bps), 4/10/29, Callable 4/10/24 @ 100, MTN (b)

   

5,000

     

5,381

   
Credit Agricole SA
3.25%, 10/4/24 (a)
   

9,286

     

10,082

   

4.13%, 1/10/27 (a)

   

15,000

     

17,269

   
Credit Suisse Group AG
3.57%, 1/9/23, Callable 1/9/22 @ 100 (a)
   

11,400

     

11,725

   

3.87% (LIBOR03M+141bps), 1/12/29, Callable 1/12/28 @ 100 (a) (b) (e)

   

4,445

     

4,980

   

Credit Suisse Group Funding Guernsey Ltd., 4.55%, 4/17/26

   

10,000

     

11,663

   
Deutsche Bank AG, 4.88% (USISDA05+255bps), 12/1/32,
Callable 12/1/27 @ 100 (b)
   

10,000

     

10,685

   
Enel Finance International NV
4.63%, 9/14/25 (a)
   

5,000

     

5,767

   

3.63%, 5/25/27 (a)

   

5,000

     

5,633

   

HSBC Bank PLC, 0.75% (LIBOR06M+25bps), Callable 6/30/21 @ 100 (b) (i)

   

15,000

     

13,360

   

HSBC Holdings PLC, 3.90%, 5/25/26

   

10,000

     

11,315

   

ING Groep NV, 3.95%, 3/29/27

   

14,100

     

16,170

   
Lloyds Banking Group PLC
3.75%, 1/11/27
   

15,000

     

16,944

   

3.57% (LIBOR03M+121bps), 11/7/28, Callable 11/7/27 @ 100 (b)

   

5,000

     

5,569

   

Mizuho Financial Group, Inc., 3.17%, 9/11/27

   

10,000

     

11,125

   

National Australia Bank Ltd., 3.00%, 1/20/23

   

5,000

     

5,266

   
Nationwide Building Society
4.00%, 9/14/26 (a)
   

15,000

     

16,798

   

4.13% (USISDA05+185bps), 10/18/32, Callable 10/18/27 @ 100 (a) (b)

   

10,000

     

11,109

   

Nordea Bank Abp, 4.88%, 5/13/21 (a)

   

11,000

     

11,136

   
QBE Capital Funding III Ltd., 7.25% (USSW10+405bps), 5/24/41,
Callable 3/8/21 @ 101 (a) (b)
   

20,000

     

20,255

   

See notes to financial statements.


24



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Royal Bank of Canada, 4.65%, 1/27/26

 

$

20,000

   

$

23,509

   
Royal Bank of Scotland Group PLC
3.88%, 9/12/23
   

7,000

     

7,561

   

4.27% (LIBOR03M+176bps), 3/22/25, Callable 3/22/24 @ 100 (b)

   

4,000

     

4,407

   

4.80%, 4/5/26

   

5,000

     

5,843

   

5.08% (LIBOR03M+191bps), 1/27/30, Callable 1/27/29 @ 100 (b)

   

10,000

     

12,024

   

Santander UK Group Holdings PLC, 3.57%, 1/10/23, Callable 1/10/22 @ 100

   

5,000

     

5,143

   
Santander UK PLC
5.00%, 11/7/23 (a)
   

7,034

     

7,758

   

4.00%, 3/13/24

   

5,000

     

5,516

   

Shell International Finance BV, 3.63%, 8/21/42

   

10,000

     

11,153

   
Siemens Financieringsmaatschappij NV
3.25%, 5/27/25 (a)
   

10,000

     

11,059

   

3.40%, 3/16/27 (a)

   

10,000

     

11,292

   
Societe Generale SA, 1.49% (H15T1Y+1bps), 12/14/26,
Callable 12/14/25 @ 100 (a) (b)
   

14,500

     

14,536

   
Standard Chartered PLC, 4.87% (LIBOR03M+197bps), 3/15/33,
Callable 3/15/28 @ 100 (a) (b)
   

7,500

     

8,378

   

Swedbank AB, 2.65%, 3/10/21 (a)

   

7,500

     

7,520

   

The Bank of Nova Scotia, 4.50%, 12/16/25

   

10,000

     

11,588

   
The Toronto-Dominion Bank, 3.62% (USSW5+221bps), 9/15/31,
Callable 9/15/26 @ 100 (b)
   

10,000

     

11,276

   
Washington Aircraft 1 Co. DAC, Title XI (NBGA — United States Government),
2.64%, 9/15/26
   

3,472

     

3,721

   
Westpac Banking Corp.
4.32% (USISDA05+224bps), 11/23/31, Callable 11/23/26 @ 100 (b)
   

10,000

     

11,371

   

2.67% (H15T5Y+2bps), 11/15/35, Callable 11/15/30 @ 100 (b)

   

4,000

     

4,040

   
     

564,532

   

Health Care (0.4%):

 

Mylan NV, 3.95%, 6/15/26, Callable 3/15/26 @ 100

   

5,000

     

5,685

   

Royalty Pharma PLC, 2.20%, 9/2/30, Callable 6/2/30 @ 100 (a)

   

15,167

     

15,306

   

Smith & Nephew PLC, 2.03%, 10/14/30, Callable 7/14/30 @ 100

   

8,500

     

8,519

   

Teva Pharmaceutical Finance Netherlands BV, 3.15%, 10/1/26

   

5,000

     

4,769

   
     

34,279

   

Industrials (2.1%):

 
Air Canada Pass Through Trust
5.38%, 11/15/22 (a)
   

2,740

     

2,739

   

4.13%, 11/15/26 (a)

   

16,997

     

16,387

   

3.60%, 9/15/28 (a)

   

7,672

     

7,622

   

3.75%, 6/15/29 (a)

   

4,698

     

4,788

   

Avolon Holdings Funding Ltd., 4.25%, 4/15/26, Callable 3/15/26 @ 100 (a)

   

9,000

     

9,731

   

BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (a)

   

12,000

     

13,385

   

Canadian National Railway Co., 2.75%, 3/1/26, Callable 12/1/25 @ 100

   

12,000

     

13,065

   
CK Hutchison International Ltd.
2.75%, 10/3/26 (a)
   

5,000

     

5,427

   

3.50%, 4/5/27 (a)

   

10,000

     

11,156

   

3.25%, 9/29/27 (a)

   

10,000

     

11,080

   

CNH Industrial NV, 3.85%, 11/15/27, MTN, Callable 8/15/27 @ 100

   

5,000

     

5,708

   

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)

   

7,200

     

7,895

   

See notes to financial statements.


25



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Heathrow Funding Ltd., 4.88%, 7/15/21 (a)

 

$

11,802

   

$

12,018

   

Latam Airlines Pass Through Trust, 4.20%, 8/15/29

   

11,032

     

10,442

   

Rolls-Royce PLC, 3.63%, 10/14/25, Callable 7/14/25 @ 100 (a)

   

5,000

     

4,951

   

Smiths Group PLC, 3.63%, 10/12/22 (a)

   

12,250

     

12,825

   

Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (a)

   

10,000

     

11,081

   

Turkish Airlines Pass Through Trust, 4.20%, 9/15/28 (a)

   

6,638

     

5,493

   
     

165,793

   

Information Technology (0.1%):

 

Tyco Electronics Group SA, 3.13%, 8/15/27, Callable 5/15/27 @ 100

   

4,800

     

5,396

   

Materials (1.2%):

 

Air Liquide Finance SA, 3.50%, 9/27/46, Callable 3/27/46 @ 100 (a)

   

10,000

     

11,765

   
Anglo American Capital PLC
4.88%, 5/14/25 (a)
   

5,000

     

5,771

   

4.00%, 9/11/27 (a)

   

6,667

     

7,683

   

5.63%, 4/1/30, Callable 1/1/30 @ 100 (a)

   

3,125

     

3,940

   

ArcelorMittal, 7.25%, 10/15/39

   

8,000

     

11,551

   

Boral Finance Pty Ltd., 3.75%, 5/1/28, Callable 2/1/28 @ 100 (a)

   

3,462

     

3,639

   

Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)

   

20,000

     

20,345

   
CCL Industries, Inc.
3.25%, 10/1/26, Callable 7/1/26 @ 100 (a) (k)
   

4,000

     

4,395

   

3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)

   

5,000

     

5,367

   

Cemex SAB de CV, 7.75%, 4/16/26 (a)

   

9,250

     

9,719

   

Teck Resources Ltd., 6.13%, 10/1/35

   

12,334

     

15,838

   
     

100,013

   

Real Estate (0.1%):

 
Scentre Group Trust 1/Scentre Group Trust 2, 3.25%, 10/28/25,
Callable 7/30/25 @ 100 (a)
   

10,000

     

10,764

   

Utilities (0.5%):

 

Comision Federal de Electricidad, 4.75%, 2/23/27 (a)

   

5,000

     

5,644

   
Electricite de France SA, 5.25% (USSW10+371bps),
Callable 1/29/23 @ 100 (a) (b) (i)
   

10,000

     

10,464

   

ENEL Chile SA, 4.88%, 6/12/28, Callable 3/12/28 @ 100

   

10,000

     

11,705

   

Fortis, Inc., 3.06%, 10/4/26, Callable 7/4/26 @ 100

   

10,000

     

10,957

   
     

38,770

   

Total Yankee Dollars (Cost $1,025,095)

   

1,128,063

   

Government National Mortgage Association (0.0%) (g)

 

Pass-throughs (0.0%): (g)

 
Government National Mortgage Association
6.00%, 9/20/32
   

209

     

241

   
Government National Mortgage Association
7.50%, 12/15/28-8/15/29
   

99

     

113

   

Total Government National Mortgage Association (Cost $308)

   

354

   

See notes to financial statements.


26



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (10.0%)

 

Alabama (0.1%):

 
The Water Works Board of the City of Birmingham Revenue
2.70%, 1/1/29
 

$

3,000

   

$

3,331

   

2.80%, 1/1/30, Continuously Callable @100

   

3,000

     

3,325

   
     

6,656

   

Arizona (0.1%):

 
City of Phoenix Civic Improvement Corp. Revenue
1.16%, 7/1/26
   

910

     

927

   

1.59%, 7/1/29

   

1,000

     

1,021

   

1.84%, 7/1/31, Continuously Callable @100

   

2,000

     

2,043

   

The University of Arizona Revenue, Build America Bond, Series A, 1.82%, 6/1/30

   

1,000

     

997

   
     

4,988

   

California (0.9%):

 
City of El Cajon CA Revenue
2.09%, 4/1/29
   

425

     

432

   

2.19%, 4/1/30

   

425

     

432

   

2.29%, 4/1/31, Continuously Callable @100

   

550

     

557

   
City of Riverside CA Revenue
Series A, 2.49%, 6/1/26
   

1,800

     

1,913

   

Series A, 2.64%, 6/1/27

   

1,400

     

1,500

   
Industry Public Facilities Authority Tax Allocation (INS — Assured Guaranty
Municipal Corp.), Series A, 3.82%, 1/1/22
   

5,000

     

5,156

   

Las Virgenes Unified School District, GO, Series C1, 5.54%, 8/1/25

   

1,250

     

1,447

   

Placentia-Yorba Linda Unified School District, GO, 5.40%, 8/1/21

   

850

     

872

   
Port of Oakland Revenue
4.50%, 5/1/32, Pre-refunded 5/1/22 @ 100
   

75

     

79

   

4.50%, 5/1/32, Pre-refunded 5/1/22 @ 100

   

11,625

     

12,235

   

Series P, 4.50%, 5/1/30, Pre-refunded 5/1/22 @ 100

   

5,000

     

5,262

   
Riverside Community College District, GO
Series B, 3.49%, 8/1/23
   

4,250

     

4,582

   

Series B, 3.61%, 8/1/24

   

3,000

     

3,326

   

San Jose Financing Authority Revenue, 1.71%, 6/1/28

   

2,000

     

2,013

   
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 3.13%, 8/1/28, Continuously Callable @100
   

10,000

     

11,058

   
San Marcos Redevelopment Agency Successor Agency Tax Allocation
Series B, 4.02%, 10/1/25
   

5,250

     

5,998

   

Series B, 4.47%, 10/1/29

   

6,500

     

7,932

   

Torrance Unified School District, GO, Series B, 5.52%, 8/1/21

   

2,000

     

2,052

   
Vista Redevelopment Agency Successor Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.), Series A, 4.13%, 9/1/30, Continuously
Callable @100
   

2,590

     

2,807

   
     

69,653

   

Colorado (0.3%):

 
City & County of Denver Co. Airport System Revenue
Series C, 2.14%, 11/15/29
   

4,500

     

4,484

   

Series C, 2.24%, 11/15/30

   

5,000

     

4,957

   

See notes to financial statements.


27



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Colorado Health Facilities Authority Revenue, 3.36%, 12/1/30

 

$

4,500

   

$

4,622

   

County of El Paso Co. Revenue, 4.47%, 10/1/35

   

5,000

     

6,034

   
     

20,097

   

Connecticut (0.7%):

 
City of Bridgeport, GO
Series A, 4.03%, 8/15/28
   

10,000

     

11,377

   

Series A, 4.08%, 8/15/29, Continuously Callable @100

   

7,380

     

8,333

   

City of New Haven, GO, Series B, 4.68%, 8/1/31, Continuously Callable @100

   

10,000

     

11,684

   
State of Connecticut, GO
Series A, 3.23%, 1/15/25
   

5,000

     

5,499

   

Series A, 2.35%, 7/1/26

   

2,415

     

2,593

   

Series A, 3.43%, 4/15/28

   

1,500

     

1,720

   

Series A, 3.90%, 9/15/28

   

2,500

     

2,962

   

Town of Hamden, GO, 4.93%, 8/15/30, Continuously Callable @100

   

3,845

     

4,264

   

Town of Stratford, GO, 5.75%, 8/15/30, Pre-refunded 8/15/23 @ 100

   

10,000

     

11,380

   
     

59,812

   

Florida (0.8%):

 
County of Broward Florida Airport System Revenue, Series C, 2.91%, 10/1/32,
Continuously Callable @100
   

9,500

     

9,703

   
County of Miami-Dade Aviation Revenue
Series B, 2.70%, 10/1/26
   

8,250

     

8,765

   

Series B, 3.38%, 10/1/30, Continuously Callable @100

   

2,500

     

2,712

   

Hillsborough County IDA Revenue, 3.58%, 8/1/35, Continuously Callable @100

   

13,500

     

13,795

   
Hillsborough County School Board Certificate participation,
Series B, 1.92%, 7/1/25
   

8,000

     

8,353

   

Palm Beach County School District Certificate participation, 5.40%, 8/1/25

   

6,000

     

7,266

   
St. Johns County Industrial Development Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 2.54%, 10/1/30, Continuously
Callable @100
   

2,500

     

2,504

   
The School Board of Miami-Dade County Certificate participation (INS — Assured
Guaranty Municipal Corp.), Series B, 5.38%, 5/1/31, Continuously
Callable @100
   

10,000

     

10,107

   
     

63,205

   

Georgia (0.3%):

 
Athens Housing Authority Revenue
2.54%, 12/1/27
   

3,405

     

3,690

   

2.59%, 12/1/28

   

4,585

     

4,987

   

2.69%, 12/1/29

   

4,740

     

5,186

   
Atlanta & Fulton County Recreation Authority Revenue
3.80%, 12/15/37
   

2,000

     

2,156

   

4.00%, 12/15/46

   

1,500

     

1,561

   
City of Atlanta GA Water & Wastewater Revenue, 2.26%, 11/1/35, Continuously
Callable @100
   

2,500

     

2,640

   

Savannah Hospital Authority Revenue, 3.99%, 7/1/38

   

5,000

     

5,539

   
     

25,759

   

See notes to financial statements.


28



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Hawaii (0.5%):

 
City & County of Honolulu, GO
2.81%, 11/1/23, Pre-refunded 11/1/22 @ 100
 

$

900

   

$

940

   

3.06%, 11/1/25, Pre-refunded 11/1/22 @ 100

   

680

     

713

   

3.16%, 11/1/26, Pre-refunded 11/1/22 @ 100

   

775

     

814

   

3.26%, 11/1/27, Pre-refunded 11/1/22 @ 100

   

625

     

658

   

3.36%, 11/1/28, Pre-refunded 11/1/22 @ 100

   

690

     

727

   

State of Hawaii Airports System Revenue, Series E, 1.81%, 7/1/27

   

1,370

     

1,389

   
State of Hawaii Department of Budget & Finance Revenue
3.25%, 1/1/25
   

3,000

     

3,157

   

3.10%, 5/1/26

   

7,235

     

7,980

   
State of Hawaii Department of Business Economic Development & Tourism
Revenue, Series A2, 3.24%, 1/1/31
   

13,864

     

14,869

   

State of Hawaii, GO, 2.80%, 10/1/27, Continuously Callable @100

   

7,000

     

7,687

   
     

38,934

   

Idaho (0.1%):

 
Idaho State Building Authority Revenue
3.78%, 9/1/30, Continuously Callable @100
   

2,500

     

2,891

   

3.93%, 9/1/31, Continuously Callable @100

   

2,120

     

2,465

   

3.98%, 9/1/32, Continuously Callable @100

   

2,000

     

2,322

   
     

7,678

   

Illinois (0.7%):

 
Chicago Midway International Airport Revenue
Series A, 5.00%, 1/1/25, Continuously Callable @100
   

6,500

     

7,263

   

Series A, 5.00%, 1/1/26, Continuously Callable @100

   

8,000

     

8,937

   

Chicago O'hare International Airport Revenue, Series D, 2.17%, 1/1/28

   

3,000

     

3,077

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue,
Series B, 2.95%, 12/1/28
   

5,000

     

5,366

   

City of Chicago Wastewater Transmission Revenue, 5.84%, 1/1/35

   

6,500

     

8,413

   
Illinois Finance Authority Revenue
3.55%, 8/15/29
   

2,025

     

2,281

   

3.60%, 8/15/30

   

3,000

     

3,389

   

3.51%, 5/15/41

   

4,250

     

4,467

   
Metropolitan Pier & Exposition Authority Revenue
4.11%, 12/15/27
   

5,000

     

5,355

   

4.30%, 12/15/28

   

3,500

     

3,786

   
Winnebago & Boone Counties School District No 205 Rockford, GO, 3.80%,
12/1/26, Continuously Callable @100
   

4,500

     

4,820

   
     

57,154

   

Indiana (0.2%):

 
Indiana Finance Authority Revenue
Series A, 3.62%, 7/1/36
   

1,500

     

1,739

   

Series B, 3.43%, 9/15/32, Continuously Callable @100

   

4,500

     

4,273

   

Series C, 4.36%, 7/15/29

   

4,955

     

5,951

   

Series C, 4.53%, 7/15/31

   

4,260

     

5,247

   
     

17,210

   

See notes to financial statements.


29



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Kansas (0.2%):

 

Kansas Development Finance Authority Revenue, Series H, 4.73%, 4/15/37

 

$

10,000

   

$

12,778

   
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series B, 1.66%, 9/1/27
   

2,000

     

2,008

   
     

14,786

   

Kentucky (0.1%):

 
Kentucky Economic Development Finance Authority Revenue
3.72%, 12/1/26
   

2,335

     

2,554

   

3.82%, 12/1/27

   

1,985

     

2,182

   

3.92%, 12/1/28, Continuously Callable @100

   

1,000

     

1,095

   

4.02%, 12/1/29, Continuously Callable @100

   

1,500

     

1,639

   

4.12%, 12/1/30, Continuously Callable @100

   

1,300

     

1,418

   
Kentucky Economic Development Finance Authority Revenue (INS — Assured
Guaranty Municipal Corp.), 3.62%, 12/1/25
   

1,000

     

1,085

   
     

9,973

   

Louisiana (0.3%):

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue
1.74%, 2/1/28
   

4,500

     

4,506

   

3.24%, 8/1/28

   

17,710

     

18,927

   

Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30

   

3,500

     

3,525

   
     

26,958

   

Maryland (0.3%):

 
Maryland Economic Development Corp. Revenue
Series B, 4.05%, 6/1/27
   

2,290

     

2,466

   

Series B, 4.15%, 6/1/28

   

2,390

     

2,591

   

Series B, 4.25%, 6/1/29

   

2,495

     

2,729

   

Series B, 4.35%, 6/1/30

   

1,325

     

1,460

   

Series B, 4.40%, 6/1/31

   

1,385

     

1,531

   
Maryland Stadium Authority Revenue
Series C, 2.33%, 5/1/34
   

3,010

     

3,059

   

Series C, 2.36%, 5/1/35

   

3,050

     

3,080

   

Series C, 2.81%, 5/1/40

   

7,000

     

7,214

   
     

24,130

   

Massachusetts (0.1%):

 
Massachusetts School Building Authority Revenue, Series B, 2.97%, 10/15/32,
Continuously Callable @100
   

6,500

     

6,932

   

Michigan (0.2%):

 

Michigan Finance Authority Revenue, 3.08%, 12/1/34

   

13,000

     

14,491

   

Mississippi (0.2%):

 
State of Mississippi, GO
Series D, 3.73%, 10/1/32
   

10,000

     

12,281

   

Series E, 2.83%, 12/1/24

   

1,800

     

1,959

   

Series E, 3.03%, 12/1/25

   

2,000

     

2,224

   
     

16,464

   

See notes to financial statements.


30



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Missouri (0.0%): (g)

 

University of Missouri Revenue, 2.01%, 11/1/27, Continuously Callable @100

 

$

3,000

   

$

3,178

   

New Jersey (0.5%):

 
City of Atlantic, GO
Series A, 4.23%, 9/1/25
   

2,525

     

2,753

   

Series A, 4.29%, 9/1/26

   

2,415

     

2,666

   
New Jersey Economic Development Authority Revenue
5.25%, 9/1/22, Continuously Callable @100
   

2,700

     

2,711

   

Series C, 5.71%, 6/15/30

   

2,500

     

3,114

   

Series NNN, 3.77%, 6/15/31

   

10,000

     

10,853

   

New Jersey Educational Facilities Authority Revenue, Series E, 4.02%, 7/1/39

   

3,000

     

3,108

   
New Jersey Transportation Trust Fund Authority Revenue
5.50%, 12/15/22
   

3,320

     

3,624

   

4.08%, 6/15/39

   

3,845

     

4,250

   
New Jersey Transportation Trust Fund Authority Revenue (INS — AMBAC
Assurance Corp.), Series B, 5.25%, 12/15/22
   

5,000

     

5,435

   
New Jersey Transportation Trust Fund Authority Revenue, Build America Bond,
Series C, 5.75%, 12/15/28
   

1,810

     

2,153

   

Rutgers The State University of New Jersey Revenue, Series S, 1.91%, 5/1/31

   

2,750

     

2,736

   

South Jersey Transportation Authority Revenue, Series B, 2.38%, 11/1/27

   

1,030

     

1,057

   
     

44,460

   

New York (0.8%):

 
Long Island Power Authority Revenue
Series B, 3.98%, 9/1/25
   

2,500

     

2,837

   

Series B, 4.13%, 9/1/26

   

2,500

     

2,889

   

Long Island Power Authority Revenue, Build America Bond, 5.25%, 5/1/22

   

10,000

     

10,597

   
New York City Transitional Finance Authority Future Tax Secured Revenue,
5.00%, 2/1/35, Continuously Callable @100
   

5,000

     

5,019

   
New York State Dormitory Authority Revenue
5.10%, 8/1/34
   

11,400

     

13,618

   

Series A, 2.46%, 7/1/32

   

9,250

     

9,536

   

Series A, 2.51%, 7/1/33

   

5,000

     

5,140

   

Series B, 2.83%, 7/1/31

   

5,000

     

5,234

   

New York State Thruway Authority Revenue, Series M, 2.55%, 1/1/28

   

3,846

     

4,113

   
New York State Urban Development Corp. Revenue
1.88%, 3/15/30
   

2,600

     

2,660

   

2.03%, 3/15/31, Continuously Callable @100

   

3,500

     

3,586

   

Town of Oyster Bay, GO, 3.95%, 2/1/21

   

1,500

     

1,500

   
     

66,729

   

Ohio (0.4%):

 
City of Cleveland Airport System Revenue
Series A, 2.88%, 1/1/31
   

1,230

     

1,248

   

Series A, 2.93%, 1/1/32

   

2,990

     

3,031

   

Series A, 2.98%, 1/1/33

   

3,190

     

3,232

   
Cleveland Department of Public Utilities Division of Public Power Revenue,
5.50%, 11/15/38, Pre-refunded 11/15/24 @ 100
   

10,000

     

11,862

   

See notes to financial statements.


31



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
State of Ohio, GO
Series A, 1.73%, 8/1/31
 

$

5,000

   

$

5,123

   

Series A, 1.78%, 8/1/32

   

7,000

     

7,151

   
     

31,647

   

Oklahoma (0.2%):

 

Oklahoma Development Finance Authority Revenue, Series C, 5.45%, 8/15/28

   

10,250

     

11,798

   
The University of Oklahoma Revenue
Series C, 2.15%, 7/1/30
   

750

     

761

   

Series C, 2.30%, 7/1/31, Continuously Callable @100

   

1,000

     

1,018

   
     

13,577

   

Other Territories (0.0%): (g)

 
Federal Home Loan Mortgage Corp. Revenue, Series A, 1.60%, 8/15/51,
(Put Date 6/15/22) (m)
   

2,504

     

2,542

   

Pennsylvania (0.6%):

 

City of Pittsburgh PA, GO, Series B, 1.19%, 9/1/26

   

4,000

     

4,006

   

Commonwealth Financing Authority Revenue, Series A, 3.86%, 6/1/38

   

5,045

     

5,991

   
Pennsylvania Economic Development Financing Authority Revenue,
Series B, 3.20%, 11/15/27
   

1,375

     

1,498

   

Pennsylvania IDA Revenue, 3.56%, 7/1/24 (a)

   

10,000

     

10,676

   
Public Parking Authority of Pittsburgh Revenue, 2.58%, 12/1/31, Continuously
Callable @100
   

825

     

838

   

Public Parking Authority of Pittsburgh Revenue, 2.33%, 12/1/29

   

895

     

907

   
Scranton School District, GO
Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (m)
   

2,805

     

2,840

   

Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (m)

   

1,415

     

1,519

   
Scranton School District, GO (INS-Build America Mutual Assurance Co.)
3.05%, 4/1/29
   

800

     

888

   

3.10%, 4/1/30

   

950

     

1,053

   

3.15%, 4/1/31

   

250

     

276

   

State Public School Building Authority Revenue, 3.15%, 4/1/30

   

6,460

     

6,621

   
State Public School Building Authority Revenue (INS — Build America Mutual
Assurance Co.), Series B-1, 4.08%, 12/1/23
   

1,300

     

1,419

   

The School District of Philadelphia, GO, 5.06%, 9/1/42

   

10,000

     

11,784

   
     

50,316

   

Tennessee (0.2%):

 
Jackson Energy Authority Revenue
2.90%, 4/1/22
   

2,000

     

2,060

   

3.05%, 4/1/23

   

2,745

     

2,901

   

Series E, 3.20%, 4/1/24, Continuously Callable @100

   

3,915

     

4,146

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue, Series B, 4.05%, 7/1/26, Continuously Callable @100
   

8,000

     

9,120

   
     

18,227

   

Texas (1.0%):

 
Central Texas Regional Mobility Authority Revenue, Build America Bond
Series C, 1.74%, 1/1/26
   

1,000

     

1,011

   

Series C, 1.84%, 1/1/27

   

1,000

     

1,007

   

Series C, 2.09%, 1/1/28

   

1,000

     

1,008

   

See notes to financial statements.


32



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
City of Corpus Christi Utility System Revenue
Series B, 1.49%, 7/15/27
 

$

2,000

   

$

2,015

   

Series B, 1.71%, 7/15/28

   

2,220

     

2,246

   

City of Dallas Waterworks & Sewer System Revenue, Series D, 1.68%, 10/1/28

   

1,500

     

1,566

   

City of Houston Airport System Revenue, Series C, 2.09%, 7/1/28

   

4,250

     

4,382

   

City of Houston Combined Utility System Revenue, Series D, 1.62%, 11/15/30

   

2,250

     

2,289

   

City of San Antonio, GO, 1.76%, 2/1/31, Continuously Callable @100

   

11,400

     

11,737

   
Colony Local Development Corp. Revenue (INS — Berkshire Hathaway
Assurance Corp.), Series A, 4.38%, 10/1/33
   

9,000

     

10,874

   
Dallas/Fort Worth International Airport Revenue
Series A, 4.44%, 11/1/21
   

2,265

     

2,333

   

Series C, 1.65%, 11/1/26

   

1,500

     

1,531

   

Series C, 1.95%, 11/1/28

   

1,000

     

1,021

   

Series C, 2.05%, 11/1/29

   

1,250

     

1,276

   

Series C, 2.10%, 11/1/30

   

1,000

     

1,016

   
Granbury Independent School District, GO, Series A, 1.87%, 8/1/31, Continuously
Callable @100
   

1,000

     

1,028

   
Harris County Cultural Education Facilities Finance Corp. Revenue
2.28%, 7/1/34
   

6,785

     

6,522

   

3.34%, 11/15/37

   

2,000

     

2,114

   

Series B, 2.10%, 5/15/22

   

875

     

888

   

Series B, 2.17%, 5/15/23

   

1,000

     

1,026

   

Series B, 2.57%, 5/15/26

   

1,000

     

1,050

   
McLennan County Public Facility Corp. Revenue, 3.90%, 6/1/29, Continuously
Callable @100
   

2,000

     

2,187

   

Port of Corpus Christi Authority of Nueces County Revenue, 3.49%, 12/1/25

   

1,000

     

1,113

   

State of Texas, GO, 3.00%, 4/1/28

   

3,850

     

4,388

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
2.08%, 9/1/28
   

600

     

608

   

2.57%, 9/1/32, Continuously Callable @100

   

1,000

     

1,019

   

2.69%, 9/1/33, Continuously Callable @100

   

1,000

     

1,025

   
Texas Public Finance Authority Revenue
1.62%, 2/1/31
   

2,000

     

2,009

   

1.78%, 2/1/32, Continuously Callable @100

   

1,500

     

1,519

   
Texas Tech University System Revenue
1.55%, 2/15/28
   

2,000

     

2,043

   

1.65%, 2/15/29

   

1,250

     

1,279

   

1.75%, 2/15/30, Continuously Callable @100

   

2,500

     

2,555

   
Waco Educational Finance Corp. Revenue
1.53%, 3/1/27
   

1,340

     

1,374

   

1.69%, 3/1/28

   

1,500

     

1,537

   

2.06%, 3/1/31, Continuously Callable @100

   

1,500

     

1,545

   
     

82,141

   

Washington (0.1%):

 
Washington State University Revenue
Series A, 2.24%, 10/1/28
   

1,800

     

1,924

   

Series A, 2.31%, 10/1/29

   

5,915

     

6,324

   
     

8,248

   

See notes to financial statements.


33



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Wisconsin (0.1%):

 

State of Wisconsin Revenue, Series A, 2.40%, 5/1/30

 

$

4,000

   

$

4,299

   

Total Municipal Bonds (Cost $745,982)

   

810,244

   

U.S. Government Agency Mortgages (4.3%)

 
Federal Home Loan Mortgage Corp.
Series K018, Class X1, 1.28%, 1/25/22 (d) (f)
   

45,684

     

328

   

Series K020, Class X1, 1.34%, 5/25/22 (d) (f)

   

82,702

     

1,167

   

Series K021, Class X1, 1.40%, 6/25/22 (d) (f)

   

64,826

     

845

   

Series K025, Class X1, 0.80%, 10/25/22 (d) (f)

   

62,299

     

637

   

Series K026, Class X1, 0.96%, 11/25/22 (d) (f)

   

86,827

     

1,104

   

Series K028, Class A2, 3.11%, 2/25/23

   

4,000

     

4,169

   

Series K045, Class A2, 3.02%, 1/25/25

   

10,000

     

10,918

   

Series KPLB, Class A, 2.77%, 5/25/25

   

17,000

     

18,364

   

Series K049, Class A2, 3.01%, 7/25/25

   

8,000

     

8,781

   

Series KC02, Class A2, 3.37%, 7/25/25 (e)

   

10,000

     

10,729

   

Series KIR1, Class A2, 2.85%, 3/25/26 (e)

   

12,000

     

13,128

   

Series K056, Class AM, 2.59%, 5/25/26

   

10,000

     

10,793

   

Series K062, Class A2, 3.41%, 12/25/26 (e)

   

10,000

     

11,357

   

Series K063, Class A2, 3.43%, 1/25/27 (d)

   

9,000

     

10,283

   

Series S8FX, Class A1, 3.02%, 3/25/27

   

11,911

     

12,973

   

Series KIR2, Class A2, 3.17%, 3/25/27

   

9,500

     

10,693

   

Series K064, Class AM, 3.33%, 3/25/27 (d)

   

8,420

     

9,525

   

Series K068, Class A2, 3.24%, 8/25/27

   

4,533

     

5,176

   

Series K075, Class A2, 3.65%, 2/25/28 (d)

   

3,000

     

3,504

   

Series K095, Class A2, 2.79%, 6/25/29

   

8,750

     

9,776

   

Series K097, Class AM, 2.22%, 7/25/29

   

5,000

     

5,354

   

Series K097, Class A2, 2.51%, 7/25/29

   

8,000

     

8,794

   

Series K096, Class A2, 2.52%, 7/25/29

   

9,000

     

9,895

   

Series KG02, Class A2, 2.41%, 8/25/29

   

9,091

     

9,917

   

Series K100, Class A2, 2.67%, 9/25/29

   

5,455

     

6,054

   

5.50%, 12/1/35-4/1/36

   

580

     

662

   

3.50%, 5/1/42-5/1/47

   

16,320

     

17,605

   
     

212,531

   
Federal National Mortgage Association
5.50%, 7/1/21-5/1/38
   

4,439

     

5,122

   

7.00%, 10/1/22-3/1/23

   

4

     

4

   

Series 2016-M2, Class AV2, 2.15%, 1/25/23

   

6,637

     

6,739

   

Series 2017-M15, Class AV2, 2.62%, 11/25/24 (d)

   

4,770

     

5,081

   

Series 2017-M2, Class A2, 2.80%, 2/25/27 (d)

   

3,500

     

3,850

   

Series M7, Class A2, 2.96%, 2/25/27 (d)

   

2,500

     

2,773

   

2.50%, 2/1/28-11/1/34

   

10,390

     

10,912

   

Series M4, Class A2, 3.05%, 3/25/28 (d)

   

7,105

     

8,002

   

Series 2019-M12, Class A2, 2.89%, 5/25/29 (d)

   

8,000

     

8,983

   

6.50%, 4/1/31-3/1/32

   

364

     

428

   

5.00%, 6/1/33

   

868

     

991

   

6.00%, 5/1/36-8/1/37

   

1,490

     

1,736

   

4.00%, 4/1/48-2/1/50

   

32,634

     

34,982

   

See notes to financial statements.


34



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

3.50%, 9/1/49-2/1/50 (e)

 

$

22,494

   

$

23,879

   

3.00%, 2/1/50

   

12,351

     

12,962

   
     

126,444

   
Government National Mortgage Association
Series 2067, 7.00%, 5/15/23-7/15/32
   

497

     

549

   

6.50%, 6/15/23-10/15/31

   

728

     

807

   

7.50%, 7/15/23-2/15/28

   

278

     

301

   

6.00%, 8/15/28-1/15/33

   

1,212

     

1,338

   

5.50%, 4/20/33

   

285

     

322

   

5.00%, 8/15/33

   

1,786

     

1,993

   
     

5,310

   
Government National Mortgage Assoc.
6.00%, 8/20/32
   

267

     

307

   

Total U.S. Government Agency Mortgages (Cost $320,875)

   

344,592

   

U.S. Treasury Obligations (9.2%)

 
U.S. Treasury Bonds
2.38%, 1/15/25
   

40,000

     

64,935

   

1.13%, 5/15/40 (e)

   

10,000

     

9,127

   

3.88%, 8/15/40

   

15,000

     

20,763

   

1.38%, 11/15/40

   

20,000

     

19,009

   

2.75%, 8/15/42 (e)

   

15,000

     

17,878

   

2.75%, 11/15/42

   

10,000

     

11,916

   

3.38%, 5/15/44

   

5,000

     

6,576

   

3.00%, 11/15/44

   

25,000

     

31,066

   

2.50%, 2/15/45 (e)

   

55,000

     

62,872

   

2.50%, 2/15/46

   

15,000

     

17,154

   

2.25%, 8/15/46 (e)

   

42,950

     

46,896

   

2.88%, 11/15/46 (e)

   

10,000

     

12,236

   

2.75%, 11/15/47 (e)

   

12,000

     

14,407

   

3.00%, 2/15/49

   

10,000

     

12,616

   

1.25%, 5/15/50

   

10,000

     

8,617

   

1.63%, 11/15/50

   

15,000

     

14,205

   

U.S. Treasury Inflation Indexed Bonds, 0.88%, 1/15/29

   

10,000

     

12,177

   
U.S. Treasury Notes
1.50%, 8/31/21 (e)
   

40,000

     

40,322

   

2.13%, 12/31/21

   

30,000

     

30,553

   

2.00%, 2/15/22

   

15,000

     

15,295

   

2.00%, 7/31/22

   

30,000

     

30,847

   

0.13%, 11/30/22

   

25,000

     

25,006

   

2.38%, 1/31/23 (e)

   

5,000

     

5,224

   

2.00%, 2/15/23

   

10,000

     

10,381

   

0.13%, 7/15/23

   

20,000

     

19,989

   

0.13%, 12/15/23

   

30,000

     

29,958

   

2.50%, 5/15/24

   

5,000

     

5,375

   

2.50%, 1/31/25 (e)

   

5,000

     

5,437

   

2.00%, 2/15/25

   

70,000

     

74,752

   

1.63%, 2/15/26

   

40,000

     

42,334

   

2.38%, 5/15/27 (e)

   

10,000

     

11,066

   

See notes to financial statements.


35



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

2.25%, 8/15/27

 

$

10,000

   

$

10,997

   

2.25%, 11/15/27

   

10,000

     

11,002

   

Total U.S. Treasury Obligations (Cost $688,331)

   

750,988

   

Commercial Paper (3.1%)

 

Amphenol Corp., 0.36%, 2/1/21 (a) (n)

   

25,000

     

25,000

   

Canadian Pacific Railway, 0.20%, 2/8/21 (a) (n)

   

25,000

     

24,999

   
CenterPoint Energy Resources Corp.
0.35%, 2/1/21 (a) (n)
   

15,000

     

15,000

   

0.35%, 2/1/21 (a) (n)

   

3,000

     

3,000

   
Duke Energy Corp.
0.25%, 2/1/21 (a) (n)
   

18,700

     

18,700

   

0.17%, 2/9/21 (a) (n)

   

4,200

     

4,200

   

Eversource Energy, 0.21%, 2/4/21 (a) (n)

   

25,000

     

24,999

   
Glencore Funding LLC
0.58%, 2/1/21 (a) (n)
   

15,000

     

15,000

   

0.37%, 2/10/21 (a) (n)

   

10,000

     

9,999

   

Hannover Funding Co. LLC, 0.66%, 2/2/21 (a) (n)

   

25,000

     

24,999

   

Hyundai Capital America, Inc., 0.45%, 2/1/21 (a) (n)

   

25,000

     

24,999

   

McCormick & Co., Inc., 0.28%, 2/2/21 (a) (n)

   

25,000

     

24,999

   

OGE Energy Corp., 0.20%, 2/9/21 (a) (n)

   

25,000

     

24,999

   

Ridgefield Funding Co. LLC, 0.19%, 2/3/21 (a) (n)

   

2,500

     

2,500

   

Southwestern Public Service Co., 0.25%, 2/3/21 (a) (n)

   

9,300

     

9,300

   

Total Commercial Paper (Cost $252,698)

   

252,693

   

Collateral for Securities Loaned^ (0.2%)

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (o)
   

2,325,670

     

2,325

   
Goldman Sachs Financial Square Government Fund
Institutional Shares, 0.03% (o)
   

583,759

     

584

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (o)

   

16,516,796

     

16,517

   

Total Collateral for Securities Loaned (Cost $19,426)

   

19,426

   

Total Investments (Cost $7,552,383) — 100.3%

   

8,169,884

   

Liabilities in excess of other assets — (0.3)%

   

(20,761

)

 

NET ASSETS — 100.00%

 

$

8,149,123

   

At January 31, 2021, the Fund's investments in foreign securities were 13.9% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $2,197,381 (thousands) and amounted to 27.0% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2021.

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

See notes to financial statements.


36



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

(d)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2021.

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

(f)  Security is interest only.

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

(h)  Non-income producing security.

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

(j)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were 0.3% of the Fund's net assets.

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

(l)  Stepped-coupon security converts to coupon form on 11/09/22 with a rate of 2.85%.

(m)  Put Bond.

(n)  Rate represents the effective yield at January 31, 2021.

(o)  Rate disclosed is the daily yield on January 31, 2021.

AMBAC — American Municipal Bond Assurance Corporation

bps — Basis points

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

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

See notes to financial statements.


37



USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

Title XI — The Title XI Guarantee Program provides a guarantee of payment of principal and interest of debt obligations issued by U.S. merchant marine and U.S. shipyards by enabling owners of eligible vessels and shipyards to obtain financing at attractive terms. The guarantee carries the full faith and credit of the U.S. government.

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of January 31, 2021.

USSW10 — USD 10 Year Swap Rate, rate disclosed as of January 31, 2021

USSW5 — USD 5 Year Swap Rate, rate disclosed as of January 31, 2021.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


38



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA
Income Fund
 

Assets:

 

Investments, at value (Cost $7,552,383)

 

$

8,169,884

(a)

 

Foreign currency, at value (Cost $26)

   

29

   

Cash and cash equivalents

   

305

   

Deposit with brokers for futures contracts

   

2,033

   

Receivables:

 

Interest and dividends

   

64,649

   

Capital shares issued

   

1,981

   

Investments sold

   

4,616

   

From Adviser

   

5

   

Prepaid expenses

   

79

   

Total assets

   

8,243,581

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

19,426

   

Investments purchased

   

62,998

   

Capital shares redeemed

   

8,799

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,240

   

Administration fees

   

834

   

Custodian fees

   

59

   

Transfer agent fees

   

971

   

Compliance fees

   

5

   
12b-1 fees    

9

   

Other accrued expenses

   

117

   

Total liabilities

   

94,458

   

Net Assets:

 

Capital

   

7,507,819

   

Total accumulated earnings/(loss)

   

641,304

   

Net assets

 

$

8,149,123

   

Net Assets

 

Fund Shares

 

$

3,202,868

   

Institutional Shares

   

4,852,593

   

Class A

   

81,255

   

Class C

   

19

   

R6 Shares

   

12,388

   

Total

 

$

8,149,123

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

231,756

   

Institutional Shares

   

351,359

   

Class A

   

5,898

   

Class C

   

1

   

R6 Shares

   

897

   

Total

   

589,911

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

13.82

   

Institutional Shares

 

$

13.81

   

Class A

 

$

13.78

   

Class C (c)

 

$

13.78

   

R6 Shares

 

$

13.82

   

Maximum Sales Charge — Class A

   

2.25

%

 
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted to the
nearest cent) per share — Class A
 

$

14.10

   

(a)  Includes $18,743 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

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

See notes to financial statements.


39



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA
Income Fund
 

Investment Income:

 

Dividends

 

$

2,290

   

Interest

   

135,615

   

Interfund lending income

   

(a)

 

Securities lending (net of fees)

   

16

   

Total income

   

137,921

   

Expenses:

 

Investment advisory fees

   

7,338

   

Administration fees — Fund Shares

   

2,446

   

Administration fees — Institutional Shares

   

2,439

   

Administration fees — Class A

   

63

   

Administration fees — Class C

   

(a)

 

Administration fees — R6 Shares

   

4

   

Sub-Administration fees

   

14

   
12b-1 fees — Class A    

105

   
12b-1 fees — Class C    

(a)

 

Custodian fees

   

201

   

Transfer agent fees — Fund Shares

   

1,597

   

Transfer agent fees — Institutional Shares

   

2,439

   

Transfer agent fees — Class A

   

42

   

Transfer agent fees — Class C

   

(a)

 

Transfer agent fees — R6 Shares

   

1

   

Trustees' fees

   

27

   

Compliance fees

   

27

   

Legal and audit fees

   

60

   

Interfund lending fees

   

(a)

 

State registration and filing fees

   

89

   

Other expenses

   

242

   

Total expenses

   

17,134

   

Expenses waived/reimbursed by Adviser

   

(13

)

 

Net expenses

   

17,121

   

Net Investment Income (Loss)

   

120,800

   

Realized/Unrealized Gains (Losses) from Investments:

 
Net realized gains (losses) from investment securities and foreign
currency translations
   

56,192

   
Net change in unrealized appreciation/depreciation on investment
securities and foreign currency translations
   

(3,472

)

 

Net realized/unrealized gains (losses) on investments

   

52,720

   

Change in net assets resulting from operations

 

$

173,520

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


40



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Income Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

120,800

   

$

275,932

   

Net realized gains (losses) from investments

   

56,192

     

106,571

   
Net change in unrealized appreciation/depreciation on
investments
   

(3,472

)

   

310,804

   

Change in net assets resulting from operations

   

173,520

     

693,307

   

Distributions to Shareholders:

 

Fund Shares

   

(99,486

)

   

(110,589

)

 

Institutional Shares

   

(149,475

)

   

(173,849

)

 

Class A

   

(2,462

)

   

(2,835

)

 

Class C (a)

   

(b)

   

(b)

 

R6 Shares

   

(409

)

   

(792

)

 

Change in net assets resulting from distributions to shareholders

   

(251,832

)

   

(288,065

)

 

Change in net assets resulting from capital transactions

   

(152,656

)

   

(403,727

)

 

Change in net assets

   

(230,968

)

   

1,515

   

Net Assets:

 

Beginning of period

   

8,380,091

     

8,378,576

   

End of period

 

$

8,149,123

   

$

8,380,091

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

151,569

   

$

701,830

   

Distributions reinvested

   

95,931

     

105,951

   

Cost of shares redeemed

   

(306,075

)

   

(886,140

)

 

Total Fund Shares

 

$

(58,575

)

 

$

(78,359

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

336,694

   

$

814,499

   

Distributions reinvested

   

149,256

     

172,774

   

Cost of shares redeemed

   

(565,647

)

   

(1,300,445

)

 

Total Institutional Shares

 

$

(79,697

)

 

$

(313,172

)

 

Class A

 

Proceeds from shares issued

 

$

978

   

$

3,777

   

Distributions reinvested

   

2,403

     

2,779

   

Cost of shares redeemed

   

(8,529

)

   

(18,634

)

 

Total Class A

 

$

(5,148

)

 

$

(12,078

)

 

Class C (a)

 

Proceeds from shares issued

 

$

   

$

18

   

Distributions reinvested

   

(b)

   

   

Total Class C

 

$

(b)

 

$

18

   

R6 Shares

 

Proceeds from shares issued

 

$

4,476

   

$

6,753

   

Distributions reinvested

   

236

     

609

   

Cost of shares redeemed

   

(13,948

)

   

(7,498

)

 

Total R6 Shares

 

$

(9,236

)

 

$

(136

)

 

Change in net assets resulting from capital transactions

 

$

(152,656

)

 

$

(403,727

)

 

(a)  Class C commenced operations on June 29, 2020.

(b)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.


41



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Income Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

10,904

     

52,125

   

Reinvested

   

6,920

     

7,872

   

Redeemed

   

(22,026

)

   

(66,180

)

 

Total Fund Shares

   

(4,202

)

   

(6,183

)

 

Institutional Shares

 

Issued

   

24,261

     

60,462

   

Reinvested

   

10,775

     

12,844

   

Redeemed

   

(40,735

)

   

(96,812

)

 

Total Institutional Shares

   

(5,699

)

   

(23,506

)

 

Class A

 

Issued

   

71

     

282

   

Reinvested

   

174

     

207

   

Redeemed

   

(616

)

   

(1,397

)

 

Total Class A

   

(371

)

   

(908

)

 

Class C (a)

 

Issued

   

     

1

   

Reinvested

   

(b)

   

   

Total Class C

   

(b)

   

1

   

R6 Shares

 

Issued

   

322

     

501

   

Reinvested

   

17

     

45

   

Redeemed

   

(1,005

)

   

(554

)

 

Total R6 Shares

   

(666

)

   

(8

)

 

Change in Shares

   

(10,938

)

   

(30,604

)

 

(a)  Class C commenced operations on June 29, 2020.

(b)  Rounds to less than 1 thousand.

See notes to financial statements.


42



This page is intentionally left blank.


43



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Income Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.95

     

0.20

(d)

   

0.10

     

0.30

     

(0.20

)

   

(0.23

)

 

Year Ended July 31, 2020

 

$

13.28

     

0.43

(d)

   

0.69

     

1.12

     

(0.41

)

   

(0.04

)

 

Year Ended July 31, 2019

 

$

12.68

     

0.45

     

0.60

     

1.05

     

(0.45

)

   

(e)

 

Year Ended July 31, 2018

 

$

13.20

     

0.45

     

(0.51

)

   

(0.06

)

   

(0.44

)

   

(0.02

)

 

Year Ended July 31, 2017

 

$

13.40

     

0.44

     

(0.20

)

   

0.24

     

(0.44

)

   

   

Year Ended July 31, 2016

 

$

12.99

     

0.47

     

0.40

     

0.87

     

(0.46

)

   

   

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.94

     

0.21

(d)

   

0.10

     

0.31

     

(0.21

)

   

(0.23

)

 

Year Ended July 31, 2020

 

$

13.27

     

0.44

(d)

   

0.69

     

1.13

     

(0.42

)

   

(0.04

)

 

Year Ended July 31, 2019

 

$

12.67

     

0.45

     

0.61

     

1.06

     

(0.46

)

   

(e)

 

Year Ended July 31, 2018

 

$

13.19

     

0.44

     

(0.50

)

   

(0.06

)

   

(0.44

)

   

(0.02

)

 

Year Ended July 31, 2017

 

$

13.39

     

0.45

     

(0.20

)

   

0.25

     

(0.45

)

   

   

Year Ended July 31, 2016

 

$

12.99

     

0.48

     

0.39

     

0.87

     

(0.47

)

   

   

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.91

     

0.18

(d)

   

0.11

     

0.29

     

(0.19

)

   

(0.23

)

 

Year Ended July 31, 2020

 

$

13.24

     

0.40

(d)

   

0.69

     

1.09

     

(0.38

)

   

(0.04

)

 

Year Ended July 31, 2019

 

$

12.65

     

0.42

     

0.59

     

1.01

     

(0.42

)

   

(e)

 

Year Ended July 31, 2018

 

$

13.16

     

0.41

     

(0.49

)

   

(0.08

)

   

(0.41

)

   

(0.02

)

 

Year Ended July 31, 2017

 

$

13.36

     

0.42

     

(0.21

)

   

0.21

     

(0.41

)

   

   

Year Ended July 31, 2016

 

$

12.96

     

0.44

     

0.38

     

0.82

     

(0.42

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Amount is less than $0.005 per share.

(f)  Commencement of operations.

See notes to financial statements.


44



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charges)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Income Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.43

)

 

$

13.82

     

2.17

%

   

0.44

%

   

2.90

%

   

0.44

%

 

$

3,202,868

     

9

%

 

Year Ended July 31, 2020

   

(0.45

)

 

$

13.95

     

8.64

%

   

0.50

%

   

3.22

%

   

0.50

%

 

$

3,292,322

     

25

%

 

Year Ended July 31, 2019

   

(0.45

)

 

$

13.28

     

8.50

%

   

0.55

%

   

3.49

%

   

0.55

%

 

$

3,214,507

     

13

%

 

Year Ended July 31, 2018

   

(0.46

)

 

$

12.68

     

(0.47

)%

   

0.52

%

   

3.40

%

   

0.52

%

 

$

3,055,739

     

8

%

 

Year Ended July 31, 2017

   

(0.44

)

 

$

13.20

     

1.91

%

   

0.49

%

   

3.40

%

   

0.49

%

 

$

3,617,550

     

9

%

 

Year Ended July 31, 2016

   

(0.46

)

 

$

13.40

     

6.88

%

   

0.51

%

   

3.61

%

   

0.51

%

 

$

3,394,088

     

11

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.44

)

 

$

13.81

     

2.19

%

   

0.39

%

   

2.95

%

   

0.39

%

 

$

4,852,593

     

9

%

 

Year Ended July 31, 2020

   

(0.46

)

 

$

13.94

     

8.78

%

   

0.45

%

   

3.28

%

   

0.45

%

 

$

4,978,740

     

25

%

 

Year Ended July 31, 2019

   

(0.46

)

 

$

13.27

     

8.58

%

   

0.48

%

   

3.56

%

   

0.48

%

 

$

5,048,203

     

13

%

 

Year Ended July 31, 2018

   

(0.46

)

 

$

12.67

     

(0.41

)%

   

0.47

%

   

3.46

%

   

0.47

%

 

$

4,629,713

     

8

%

 

Year Ended July 31, 2017

   

(0.45

)

 

$

13.19

     

1.97

%

   

0.43

%

   

3.45

%

   

0.43

%

 

$

3,644,795

     

9

%

 

Year Ended July 31, 2016

   

(0.47

)

 

$

13.39

     

6.89

%

   

0.44

%

   

3.66

%

   

0.44

%

 

$

3,114,810

     

11

%

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.42

)

 

$

13.78

     

2.05

%

   

0.71

%

   

2.64

%

   

0.71

%

 

$

81,255

     

9

%

 

Year Ended July 31, 2020

   

(0.42

)

 

$

13.91

     

8.40

%

   

0.77

%

   

2.96

%

   

0.77

%

 

$

87,216

     

25

%

 

Year Ended July 31, 2019

   

(0.42

)

 

$

13.24

     

8.20

%

   

0.77

%

   

3.28

%

   

0.77

%

 

$

95,026

     

13

%

 

Year Ended July 31, 2018

   

(0.43

)

 

$

12.65

     

(0.61

)%

   

0.74

%

   

3.18

%

   

0.74

%

 

$

105,072

     

8

%

 

Year Ended July 31, 2017

   

(0.41

)

 

$

13.16

     

1.67

%

   

0.72

%

   

3.17

%

   

0.72

%

 

$

130,912

     

9

%

 

Year Ended July 31, 2016

   

(0.42

)

 

$

13.36

     

6.53

%

   

0.77

%

   

3.36

%

   

0.77

%

 

$

171,518

     

11

%

 

(continues on next page)

See notes to financial statements.


45



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Income Fund

 

Class C

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.92

     

0.13

(d)

   

0.10

     

0.23

     

(0.14

)

   

(0.23

)

 
June 29, 2020 (f)
through July 31, 2020
 

$

13.64

     

0.02

(d)

   

0.27

     

0.29

     

(0.01

)

   

   

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.95

     

0.21

(d)

   

0.10

     

0.31

     

(0.21

)

   

(0.23

)

 

Year Ended July 31, 2020

 

$

13.27

     

0.45

(d)

   

0.70

     

1.15

     

(0.43

)

   

(0.04

)

 

Year Ended July 31, 2019

 

$

12.67

     

0.47

     

0.60

     

1.07

     

(0.47

)

   

(e)

 

Year Ended July 31, 2018

 

$

13.19

     

0.45

     

(0.49

)

   

(0.04

)

   

(0.46

)

   

(0.02

)

 
December 1, 2016 (f)
through July 31, 2017
 

$

12.83

     

0.30

     

0.36

     

0.66

     

(0.30

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning June 29, 2020 and July 1, 2019, for Class C and R6 Shares, respectively, and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Amount is less than $0.005 per share.

(f)  Commencement of operations.

See notes to financial statements.


46



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charges)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Income Fund

 

Class C

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.37

)

 

$

13.78

     

1.65

%

   

1.42

%

   

1.92

%

   

76.24

%

 

$

19

     

9

%

 
June 29, 2020 (f)
through July 31, 2020
   

(0.01

)

 

$

13.92

     

2.15

%

   

1.43

%

   

1.93

%

   

175.42

%

 

$

19

     

25

%

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.44

)

 

$

13.82

     

2.23

%

   

0.30

%

   

3.06

%

   

0.33

%

 

$

12,388

     

9

%

 

Year Ended July 31, 2020

   

(0.47

)

 

$

13.95

     

8.86

%

   

0.37

%

   

3.35

%

   

0.37

%

 

$

21,794

     

25

%

 

Year Ended July 31, 2019

   

(0.47

)

 

$

13.27

     

8.68

%

   

0.39

%

   

3.65

%

   

0.43

%

 

$

20,840

     

13

%

 

Year Ended July 31, 2018

   

(0.48

)

 

$

12.67

     

(0.32

)%

   

0.39

%

   

3.56

%

   

0.58

%

 

$

18,874

     

8

%

 
December 1, 2016 (f)
through July 31, 2017
   

(0.30

)

 

$

13.19

     

5.22

%

   

0.39

%

   

3.50

%

   

0.99

%

 

$

5,142

     

9

%

 

See notes to financial statements.


47



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Income Fund (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C and R6 Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


48



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Asset-Backed Securities

 

$

   

$

450,045

   

$

   

$

450,045

   
Collateralized Mortgage
Obligations
   

     

421,102

     

     

421,102

   

Common Stocks

   

2,310

     

     

     

2,310

   

Preferred Stocks

   

27,208

     

38,830

     

     

66,038

   

Senior Secured Loans

   

     

10,281

     

     

10,281

   

Corporate Bonds

   

     

3,913,748

     

     

3,913,748

   

Yankee Dollars

   

     

1,128,063

     

     

1,128,063

   
Government National Mortgage
Association
   

     

354

     

     

354

   

Municipal Bonds

   

     

810,244

     

     

810,244

   
U.S. Government Agency
Mortgages
   

     

344,592

     

     

344,592

   

U.S. Treasury Obligations

   

     

750,988

     

     

750,988

   

Commercial Paper

   

     

252,693

     

     

252,693

   

Collateral for Securities Loaned

   

19,426

     

     

     

19,426

   

Total

 

$

48,944

   

$

8,120,940

   

$

   

$

8,169,884

   

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during


49



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as LIBOR and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other


50



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below Investment Grade Securities:

The Fund may invest in below investment grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.


51



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

18,743

   

$

   

$

19,426

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 12b-1 fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are


52



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended January 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

28,480

   

$

   

$

   

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 
Purchases  

Sales

 

Purchases

 

Sales

 
$

607,127

   

$

802,191

   

$

120,202

   

$

169,539

   

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.5

   

USAA Target Retirement Income Fund

   

1.2

   

USAA Target Retirement 2030 Fund

   

0.9

   

USAA Target Retirement 2040 Fund

   

0.4

   

USAA Target Retirement 2050 Fund

   

0.2

   

USAA Target Retirement 2060 Fund

   

0.0

*

 

*  Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund, announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and


53



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter, is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper A Rated Bond Funds Index. The Lipper A Rated Bond Funds Index tracks the total return performance of each class within the Lipper A Rated Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 20 to 50

   

+/- 4

   

+/- 51 to 100

   

+/- 5

   

+/- 101 and greater

   

+/- 6

   

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper A Rated Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(992), $(1,523), $(27), less than $(1) and $(6) for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively, in thousands. Performance adjustments were (0.06)%, (0.06)%, (0.06)%, less than (0.01)% and (0.09)% for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, 0.15%, 0.15% and 0.05% of average daily net assets for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance


54



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10%, 0.10%, 0.10% and 0.01% of average daily net assets of the Institutional Shares, Class A, Class C and R6 Shares, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% and 1.00% of average daily net assets of Class A and Class C, respectively. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to VCTA for the period ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of the Class A. For the six months ended January 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any


55



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.52%, 0.46%, 0.77%, 1.43% and 0.39% for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2022
  Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

2

   

$

3

   

$

13

   

$

18

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period


56



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023 for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding


57



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021 or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.


58



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

    Borrower or
Lender
  Amount
Outstanding at
January 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
       

Borrower

 

$

   

$

7,850

     

4

     

0.61

%

 

$

22,423

   
       

Lender

   

     

4,088

     

6

     

0.62

%

   

5,812

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards, for federal income tax purposes.

9. Subsequent Events:

The Board of Trustees of USAA Mutual Funds Trust has approved the addition of Class Z shares for the Fund. This new share class is expected to be effective February 5, 2021. Class Z shares are only available to participants in certain eligible separately managed accounts (also referred to as wrap fee programs) and other advisory clients of the Fund's Adviser or its affiliates that are subject to a separate contractual fee for investment management services. The Adviser has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, capitalized expenses, and other extraordinary expenses) do not exceed 0.00% of the Fund's Class Z shares for an indefinite term.


59



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges

(loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,021.70

   

$

1,022.99

   

$

2.24

   

$

2.24

     

0.44

%

 

Institutional Shares

   

1,000.00

     

1,021.90

     

1,023.24

     

1.99

     

1.99

     

0.39

%

 

Class A

   

1,000.00

     

1,020.50

     

1,021.63

     

3.62

     

3.62

     

0.71

%

 

Class C

   

1,000.00

     

1,016.50

     

1,018.05

     

7.22

     

7.22

     

1.42

%

 

R6 Shares

   

1,000.00

     

1,022.30

     

1,023.69

     

1.53

     

1.53

     

0.30

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


60



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


61



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three- and five-year periods ended September 30, 2020, and was above the average of its performance universe and below its Lipper index for the ten-year period ended September 30, 2020. The Board took into account management's discussion of the Fund's performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


62



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


63



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23424-0321



JANUARY 31, 2021

Semi Annual Report

USAA Income Stock Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



TABLE OF CONTENTS

USAA Mutual Funds Trust

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    8    

Statement of Operations

    9    

Statements of Changes in Net Assets

    10    

Financial Highlights

    12    

Notes to Financial Statements

   

14

   

Supplemental Information (Unaudited)

   

23

   

Proxy Voting and Portfolio Holdings Information

    23    

Expense Examples

    23    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    24

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Income Stock Fund
  January 31, 2021  

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with current income with the prospect of increasing dividend income and the potential for capital appreciation.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.6%)

 

Communication Services (6.3%):

 

Activision Blizzard, Inc.

   

219,364

   

$

19,962

   

Comcast Corp. Class A

   

598,715

     

29,678

   

Omnicom Group, Inc.

   

460,133

     

28,703

   

Sirius XM Holdings, Inc. (a)

   

2,976,180

     

18,631

   

Verizon Communications, Inc.

   

1,129,943

     

61,864

   

World Wrestling Entertainment, Inc. Class A

   

72,266

     

4,071

   
     

162,909

   

Consumer Discretionary (6.4%):

 

Best Buy Co., Inc.

   

194,733

     

21,191

   

Dollar General Corp.

   

38,448

     

7,482

   

eBay, Inc.

   

89,207

     

5,041

   

Genuine Parts Co.

   

84,545

     

7,937

   

H&R Block, Inc.

   

139,699

     

2,407

   

Lowe's Cos., Inc.

   

105,949

     

17,678

   

NIKE, Inc. Class B

   

70,782

     

9,456

   

Pool Corp.

   

14,950

     

5,295

   

Target Corp.

   

244,377

     

44,274

   

The Home Depot, Inc.

   

141,346

     

38,279

   

Whirlpool Corp.

   

28,374

     

5,252

   
     

164,292

   

Consumer Staples (8.4%):

 

Campbell Soup Co.

   

95,558

     

4,597

   

Colgate-Palmolive Co.

   

319,699

     

24,937

   

Costco Wholesale Corp.

   

53,042

     

18,693

   

General Mills, Inc.

   

296,315

     

17,217

   

Ingredion, Inc.

   

88,717

     

6,695

   

Kimberly-Clark Corp.

   

155,073

     

20,485

   

Philip Morris International, Inc.

   

380,662

     

30,320

   

Sysco Corp.

   

198,578

     

14,200

   

The Hershey Co.

   

94,052

     

13,679

   

The J.M. Smucker Co.

   

67,678

     

7,878

   

The Kroger Co.

   

177,120

     

6,111

   

The Procter & Gamble Co.

   

222,552

     

28,533

   

Tyson Foods, Inc. Class A

   

239,860

     

15,425

   

Walmart, Inc.

   

44,315

     

6,226

   
     

214,996

   

Energy (3.3%):

 

Cabot Oil & Gas Corp.

   

591,873

     

10,849

   

Chevron Corp.

   

111,438

     

9,495

   

ConocoPhillips

   

501,216

     

20,064

   

EOG Resources, Inc.

   

432,817

     

22,055

   

Halliburton Co.

   

195,960

     

3,455

   

Phillips 66

   

300,939

     

20,404

   
     

86,322

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (20.5%):

 

Aflac, Inc.

   

226,138

   

$

10,217

   

American Financial Group, Inc.

   

97,618

     

9,190

   

Ameriprise Financial, Inc.

   

68,367

     

13,528

   

Annaly Capital Management, Inc.

   

1,380,279

     

11,208

   

Bank of America Corp.

   

1,532,248

     

45,431

   

BlackRock, Inc.

   

18,889

     

13,246

   

Brown & Brown, Inc.

   

74,551

     

3,212

   

Capital One Financial Corp.

   

72,017

     

7,508

   

Citizens Financial Group, Inc.

   

107,112

     

3,903

   

Commerce Bancshares, Inc.

   

21,243

     

1,420

   

Everest Re Group Ltd.

   

24,393

     

5,149

   

FactSet Research Systems, Inc.

   

39,173

     

11,844

   

Fidelity National Financial, Inc.

   

229,559

     

8,333

   

Fifth Third Bancorp

   

422,717

     

12,229

   

First Republic Bank

   

43,585

     

6,319

   

Huntington Bancshares, Inc.

   

1,491,953

     

19,731

   

Intercontinental Exchange, Inc.

   

72,382

     

7,987

   

JPMorgan Chase & Co.

   

486,706

     

62,625

   

KeyCorp

   

1,445,524

     

24,372

   

M&T Bank Corp.

   

47,962

     

6,354

   

Marsh & McLennan Cos., Inc.

   

71,456

     

7,854

   

MetLife, Inc.

   

161,883

     

7,795

   

Moody's Corp.

   

17,392

     

4,631

   

MSCI, Inc.

   

16,958

     

6,703

   

Nasdaq, Inc.

   

80,556

     

10,897

   

Prudential Financial, Inc.

   

55,818

     

4,369

   

Regions Financial Corp.

   

954,160

     

16,230

   

RenaissanceRe Holdings Ltd.

   

69,488

     

10,454

   

S&P Global, Inc.

   

90,725

     

28,761

   

SEI Investments Co.

   

34,918

     

1,845

   

State Street Corp.

   

145,342

     

10,174

   

T. Rowe Price Group, Inc.

   

131,269

     

20,541

   

The Allstate Corp.

   

293,334

     

31,439

   

The Hanover Insurance Group, Inc.

   

56,661

     

6,373

   

The Hartford Financial Services Group, Inc.

   

213,812

     

10,267

   

The PNC Financial Services Group, Inc.

   

134,747

     

19,339

   

The Progressive Corp.

   

215,696

     

18,807

   

The Travelers Cos., Inc.

   

51,996

     

7,087

   

Western Alliance Bancorp

   

66,408

     

4,528

   

Zions Bancorp NA

   

255,459

     

11,276

   
     

523,176

   

Health Care (12.7%):

 

AmerisourceBergen Corp.

   

71,561

     

7,457

   

Amgen, Inc.

   

115,116

     

27,793

   

Anthem, Inc.

   

15,487

     

4,599

   

Bristol-Myers Squibb Co.

   

313,922

     

19,284

   

Cardinal Health, Inc.

   

205,962

     

11,066

   

Cerner Corp.

   

100,716

     

8,068

   

Chemed Corp.

   

7,797

     

4,038

   

Cigna Corp.

   

54,061

     

11,734

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

CVS Health Corp.

   

35,353

   

$

2,533

   

Danaher Corp.

   

32,671

     

7,770

   

Eli Lilly & Co.

   

108,709

     

22,609

   

Gilead Sciences, Inc.

   

149,501

     

9,807

   

Johnson & Johnson

   

387,331

     

63,186

   

McKesson Corp.

   

108,071

     

18,855

   

Medtronic PLC

   

71,420

     

7,951

   

Merck & Co., Inc.

   

169,420

     

13,057

   

PerkinElmer, Inc.

   

40,011

     

5,884

   

Pfizer, Inc.

   

544,080

     

19,533

   

Quest Diagnostics, Inc.

   

43,251

     

5,586

   

ResMed, Inc.

   

38,919

     

7,845

   

Thermo Fisher Scientific, Inc.

   

24,490

     

12,483

   

UnitedHealth Group, Inc.

   

21,295

     

7,104

   

Viatris, Inc. (b)

   

58,621

     

996

   

West Pharmaceutical Services, Inc.

   

41,680

     

12,483

   

Zoetis, Inc.

   

96,079

     

14,820

   
     

326,541

   

Industrials (14.3%):

 

3M Co.

   

129,215

     

22,698

   

Acuity Brands, Inc.

   

38,381

     

4,615

   

Allegion PLC

   

115,283

     

12,336

   

Allison Transmission Holdings, Inc.

   

212,769

     

8,660

   

BWX Technologies, Inc.

   

30,142

     

1,625

   

C.H. Robinson Worldwide, Inc.

   

137,851

     

11,795

   

Cintas Corp.

   

15,469

     

4,921

   

Cummins, Inc.

   

138,590

     

32,488

   

Eaton Corp. PLC

   

106,926

     

12,586

   

Fastenal Co.

   

325,873

     

14,856

   

FedEx Corp.

   

50,170

     

11,807

   

Graco, Inc.

   

31,786

     

2,191

   

Illinois Tool Works, Inc.

   

135,336

     

26,284

   

Knight-Swift Transportation Holdings, Inc.

   

105,375

     

4,215

   

Lennox International, Inc.

   

69,176

     

19,057

   

Lockheed Martin Corp.

   

60,874

     

19,590

   

Masco Corp.

   

147,398

     

8,005

   

Northrop Grumman Corp.

   

17,245

     

4,943

   

Old Dominion Freight Line, Inc.

   

60,626

     

11,761

   

PACCAR, Inc.

   

118,841

     

10,841

   

Quanta Services, Inc.

   

57,699

     

4,066

   

Republic Services, Inc.

   

152,559

     

13,810

   

Robert Half International, Inc.

   

227,127

     

15,331

   

Rockwell Automation, Inc.

   

100,192

     

24,901

   

Rollins, Inc.

   

151,066

     

5,441

   

Snap-on, Inc.

   

68,137

     

12,264

   

The Toro Co.

   

100,076

     

9,432

   

United Parcel Service, Inc. Class B

   

87,793

     

13,607

   

Verisk Analytics, Inc.

   

33,482

     

6,144

   

W.W. Grainger, Inc.

   

32,075

     

11,688

   

Waste Management, Inc.

   

116,815

     

13,004

   
     

374,962

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (12.0%):

 

Accenture PLC Class A

   

40,857

   

$

9,884

   

Apple, Inc.

   

215,946

     

28,497

   

Applied Materials, Inc.

   

78,123

     

7,553

   

Broadcom, Inc.

   

21,624

     

9,742

   

Cisco Systems, Inc.

   

1,002,858

     

44,707

   

Citrix Systems, Inc.

   

154,473

     

20,593

   

Cognizant Technology Solutions Corp. Class A

   

138,072

     

10,763

   

HP, Inc.

   

464,422

     

11,304

   

Intel Corp.

   

490,408

     

27,222

   

Intuit, Inc.

   

43,339

     

15,655

   

Jack Henry & Associates, Inc.

   

19,909

     

2,883

   

Juniper Networks, Inc.

   

193,234

     

4,719

   

Lam Research Corp.

   

4,994

     

2,417

   

Mastercard, Inc. Class A

   

47,353

     

14,976

   

Microsoft Corp.

   

33,728

     

7,824

   

NetApp, Inc.

   

121,181

     

8,051

   

NortonLifeLock, Inc.

   

404,832

     

8,530

   

Oracle Corp.

   

113,920

     

6,884

   

QUALCOMM, Inc.

   

75,260

     

11,762

   

Skyworks Solutions, Inc.

   

78,712

     

13,322

   

Teradyne, Inc.

   

74,670

     

8,474

   

Texas Instruments, Inc.

   

171,737

     

28,454

   

The Western Union Co.

   

194,738

     

4,337

   
     

308,553

   

Materials (4.6%):

 

Air Products & Chemicals, Inc.

   

24,905

     

6,644

   

Albemarle Corp.

   

37,783

     

6,146

   

International Paper Co.

   

143,875

     

7,238

   

LyondellBasell Industries NV Class A

   

315,765

     

27,080

   

Nucor Corp.

   

183,736

     

8,953

   

Packaging Corp. of America

   

89,663

     

12,056

   

PPG Industries, Inc.

   

108,147

     

14,569

   

RPM International, Inc.

   

50,157

     

4,136

   

Steel Dynamics, Inc.

   

271,173

     

9,294

   

The Scotts Miracle-Gro Co.

   

32,661

     

7,231

   

The Sherwin-Williams Co.

   

19,043

     

13,174

   

Westrock Co.

   

118,056

     

4,891

   
     

121,412

   

Real Estate (4.8%):

 

Alexandria Real Estate Equities, Inc.

   

53,401

     

8,924

   

AvalonBay Communities, Inc.

   

47,254

     

7,734

   

Boston Properties, Inc.

   

83,937

     

7,661

   

Equity Residential

   

92,392

     

5,695

   

Essex Property Trust, Inc.

   

25,817

     

6,186

   

Healthpeak Properties, Inc.

   

200,728

     

5,952

   

Host Hotels & Resorts, Inc.

   

385,640

     

5,225

   

Invitation Homes, Inc.

   

210,438

     

6,204

   

National Retail Properties, Inc.

   

120,758

     

4,710

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Prologis, Inc.

   

151,938

   

$

15,679

   

Public Storage

   

33,460

     

7,616

   

Realty Income Corp.

   

129,317

     

7,637

   

Regency Centers Corp.

   

105,253

     

4,966

   

Ventas, Inc.

   

220,415

     

10,155

   

VICI Properties, Inc.

   

280,663

     

7,095

   

Welltower, Inc.

   

132,572

     

8,034

   

Weyerhaeuser Co.

   

148,278

     

4,625

   
     

124,098

   

Utilities (6.3%):

 

Ameren Corp.

   

70,452

     

5,123

   

CMS Energy Corp.

   

212,239

     

12,072

   

DTE Energy Co.

   

129,117

     

15,329

   

Duke Energy Corp.

   

149,031

     

14,009

   

Evergy, Inc.

   

209,650

     

11,264

   

Exelon Corp.

   

235,365

     

9,782

   

National Fuel Gas Co.

   

32,477

     

1,308

   

NextEra Energy, Inc.

   

201,933

     

16,330

   

Pinnacle West Capital Corp.

   

99,668

     

7,500

   

PPL Corp.

   

238,174

     

6,590

   

The Southern Co.

   

108,793

     

6,410

   

UGI Corp.

   

63,377

     

2,280

   

Vistra Corp.

   

154,626

     

3,088

   

WEC Energy Group, Inc.

   

314,308

     

27,942

   

Xcel Energy, Inc.

   

402,491

     

25,756

   
     

164,783

   

Total Common Stocks (Cost $2,142,414)

   

2,572,044

   

Collateral for Securities Loaned^ (0.8%)

 
Fidelity Investments Money Market Government Portfolio, Institutional
Shares, 0.01% (c)
   

5,147,722

     

5,148

   
Goldman Sachs Financial Square Government Fund Institutional Shares,
0.03% (c)
   

260,875

     

261

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (c)

   

14,140,478

     

14,140

   

Total Collateral for Securities Loaned (Cost $19,549)

   

19,549

   

Total Investments (Cost $2,161,963) — 100.4%

   

2,591,593

   

Liabilities in excess of other assets — (0.4)%

   

(10,350

)

 

NET ASSETS — 100.00%

 

$

2,581,243

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rate disclosed is the daily yield on January 31, 2021.

PLC — Public Limited Company

See notes to financial statements.


7



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Income
Stock Fund
 

Assets:

 

Investments, at value (Cost $2,161,963)

 

$

2,591,593

(a)

 

Cash and cash equivalents

   

11,945

   

Receivables:

 

Interest and dividends

   

2,983

   

Capital shares issued

   

936

   

Reclaims

   

454

   

From Adviser

   

3

   

Prepaid expenses

   

38

   

Total Assets

   

2,607,952

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

19,549

   

Investments purchased

   

3,744

   

Capital shares redeemed

   

1,696

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,043

   

Administration fees

   

294

   

Custodian fees

   

17

   

Transfer agent fees

   

289

   

Compliance fees

   

1

   

Other accrued expenses

   

76

   

Total Liabilities

   

26,709

   

Net Assets:

 

Capital

   

2,173,083

   

Total accumulated earnings/(loss)

   

408,160

   

Net Assets

 

$

2,581,243

   

Net Assets

 

Fund Shares

 

$

1,534,994

   

Institutional Shares

   

1,041,505

   

R6 Shares

   

4,744

   

Total

 

$

2,581,243

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

89,006

   

Institutional Shares

   

60,479

   

R6 Shares

   

275

   

Total

   

149,760

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

17.25

   

Institutional Shares

 

$

17.22

   

R6 Shares

 

$

17.24

   

(a)  Includes $17,933 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


8



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Income
Stock Fund
 

Investment Income:

 

Dividends

 

$

35,273

   

Interest

   

1

   

Securities lending (net of fees)

   

7

   

Total Income

   

35,281

   

Expenses:

 

Investment advisory fees

   

5,948

   

Administration fees — Fund Shares

   

1,155

   

Administration fees — Institutional Shares

   

525

   

Administration fees — R6 Shares

   

1

   

Sub-Administration fees

   

28

   

Custodian fees

   

54

   

Transfer agent fees — Fund Shares

   

582

   

Transfer agent fees — Institutional Shares

   

525

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

26

   

Compliance fees

   

8

   

Legal and audit fees

   

48

   

State registration and filing fees

   

36

   

Interfund lending fees

   

(a)

 

Other expenses

   

77

   

Total Expenses

   

9,013

   

Expenses waived/reimbursed by Adviser

   

(7

)

 

Net Expenses

   

9,006

   

Net Investment Income (Loss)

   

26,275

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

56,549

   

Net change in unrealized appreciation/depreciation on investment securities

   

176,052

   

Net realized/unrealized gains (losses) on investments

   

232,601

   

Change in net assets resulting from operations

 

$

258,876

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


9



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Income Stock Fund

 
    Six Months
Ended
January 31,
2021
(unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

26,275

   

$

60,379

   

Net realized gains (losses) from investments

   

56,549

     

(87,706

)

 
Net change in unrealized appreciation/depreciation on
investments
   

176,052

     

(77,836

)

 

Change in net assets resulting from operations

   

258,876

     

(105,163

)

 

Distributions to Shareholders:

 

Fund Shares

   

(12,620

)

   

(306,762

)

 

Institutional Shares

   

(8,736

)

   

(189,116

)

 

R6 Shares

   

(47

)

   

(1,853

)

 

Change in net assets resulting from distributions to shareholders

   

(21,403

)

   

(497,731

)

 

Change in net assets resulting from capital transactions

   

(176,289

)

   

315,435

   

Change in net assets

   

61,184

     

(287,459

)

 

Net Assets:

 

Beginning of period

   

2,520,059

     

2,807,518

   

End of period

 

$

2,581,243

   

$

2,520,059

   

(continues on next page)

See notes to financial statements.


10



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Income Stock Fund

 
    Six Months
Ended
January 31,
2021
(unaudited)
  Year
Ended
July 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

30,697

   

$

121,878

   

Distributions reinvested

   

12,136

     

295,305

   

Cost of shares redeemed

   

(131,862

)

   

(268,091

)

 

Total Fund Shares

 

$

(89,029

)

 

$

149,092

   

Institutional Shares

 

Proceeds from shares issued

 

$

16,033

   

$

189,037

   

Distributions reinvested

   

8,730

     

189,099

   

Cost of shares redeemed

   

(107,989

)

   

(210,127

)

 

Total Institutional Shares

 

$

(83,226

)

 

$

168,009

   

R6 Shares

 

Proceeds from shares issued

 

$

5

   

$

972

   

Distributions reinvested

   

6

     

864

   

Cost of shares redeemed

   

(4,045

)

   

(3,502

)

 

Total R6 Shares

 

$

(4,034

)

 

$

(1,666

)

 

Change in net assets resulting from capital transactions

 

$

(176,289

)

 

$

315,435

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,812

     

7,293

   

Reinvested

   

752

     

16,913

   

Redeemed

   

(7,847

)

   

(16,208

)

 

Total Fund Shares

   

(5,283

)

   

7,998

   

Institutional Shares

 

Issued

   

959

     

12,032

   

Reinvested

   

542

     

10,855

   

Redeemed

   

(6,529

)

   

(12,464

)

 

Total Institutional Shares

   

(5,028

)

   

10,423

   

R6 Shares

 

Issued

   

(a)

   

57

   

Reinvested

   

(a)

   

49

   

Redeemed

   

(253

)

   

(187

)

 

Total R6 Shares

   

(253

)

   

(81

)

 

Change in Shares

   

(10,564

)

   

18,340

   

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

See notes to financial statements.


11



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains from
Investments
 

USAA Income Stock Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

15.73

     

0.17

(d)

   

1.49

     

1.66

     

(0.13

)

   

(0.01

)

 
Year Ended
July 31, 2020
 

$

19.78

     

0.40

(d)

   

(0.87

)

   

(0.47

)

   

(0.36

)

   

(3.22

)

 
Year Ended
July 31, 2019
 

$

20.24

     

0.43

     

0.70

     

1.13

     

(0.44

)

   

(1.15

)

 
Year Ended
July 31, 2018
 

$

19.68

     

0.40

     

1.74

     

2.14

     

(0.40

)

   

(1.18

)

 
Year Ended
July 31, 2017
 

$

18.18

     

0.42

     

1.51

     

1.93

     

(0.43

)

   

   
Year Ended
July 31, 2016
 

$

17.79

     

0.40

     

0.97

     

1.37

     

(0.40

)

   

(0.58

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

15.71

     

0.17

(d)

   

1.48

     

1.65

     

(0.13

)

   

(0.01

)

 
Year Ended
July 31, 2020
 

$

19.76

     

0.40

(d)

   

(0.86

)

   

(0.46

)

   

(0.37

)

   

(3.22

)

 
Year Ended
July 31, 2019
 

$

20.22

     

0.43

     

0.70

     

1.13

     

(0.44

)

   

(1.15

)

 
Year Ended
July 31, 2018
 

$

19.66

     

0.41

     

1.73

     

2.14

     

(0.40

)

   

(1.18

)

 
Year Ended
July 31, 2017
 

$

18.16

     

0.43

     

1.50

     

1.93

     

(0.43

)

   

   
Year Ended
July 31, 2016
 

$

17.77

     

0.40

     

0.98

     

1.38

     

(0.41

)

   

(0.58

)

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

15.72

     

0.18

(d)

   

1.48

     

1.66

     

(0.13

)

   

(0.01

)

 
Year Ended
July 31, 2020
 

$

19.77

     

0.42

(d)

   

(0.87

)

   

(0.45

)

   

(0.38

)

   

(3.22

)

 
Year Ended
July 31, 2019
 

$

20.23

     

0.45

     

0.69

     

1.14

     

(0.45

)

   

(1.15

)

 
Year Ended
July 31, 2018
 

$

19.67

     

0.47

     

1.69

     

2.16

     

(0.42

)

   

(1.18

)

 
December 1, 2016 (g)
through July 31, 2017
 

$

18.17

     

0.27

     

1.60

     

1.87

     

(0.37

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

See notes to financial statements.


12



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Income Stock Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.14

)

 

$

17.25

     

10.60

%

   

0.70

%

   

2.01

%

   

0.70

%

 

$

1,534,994

     

27

%

 
Year Ended
July 31, 2020
   

(3.58

)

 

$

15.73

     

(3.84

)%

   

0.74

%

   

2.31

%

   

0.74

%

 

$

1,482,959

     

64

%

 
Year Ended
July 31, 2019
   

(1.59

)

 

$

19.78

     

6.26

%

   

0.75

%

   

2.44

%

   

0.75

%

 

$

1,707,034

     

86

%(e)

 
Year Ended
July 31, 2018
   

(1.58

)

 

$

20.24

     

11.16

%

   

0.76

%(f)

   

2.19

%

   

0.76

%(f)

 

$

1,713,558

     

23

%

 
Year Ended
July 31, 2017
   

(0.43

)

 

$

19.68

     

10.71

%

   

0.77

%(f)

   

2.24

%

   

0.77

%(f)

 

$

1,651,374

     

23

%

 
Year Ended
July 31, 2016
   

(0.98

)

 

$

18.18

     

8.29

%

   

0.80

%(f)

   

2.42

%

   

0.80

%(f)

 

$

1,564,900

     

19

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.14

)

 

$

17.22

     

10.56

%

   

0.68

%

   

2.03

%

   

0.68

%

 

$

1,041,505

     

27

%

 
Year Ended
July 31, 2020
   

(3.59

)

 

$

15.71

     

(3.81

)%

   

0.72

%

   

2.34

%

   

0.72

%

 

$

1,028,803

     

64

%

 
Year Ended
July 31, 2019
   

(1.59

)

 

$

19.76

     

6.30

%

   

0.73

%

   

2.47

%

   

0.73

%

 

$

1,088,446

     

86

%(e)

 
Year Ended
July 31, 2018
   

(1.58

)

 

$

20.22

     

11.21

%

   

0.72

%(f)

   

2.22

%

   

0.72

%(f)

 

$

1,034,842

     

23

%

 
Year Ended
July 31, 2017
   

(0.43

)

 

$

19.66

     

10.76

%

   

0.73

%(f)

   

2.30

%

   

0.73

%(f)

 

$

1,097,164

     

23

%

 
Year Ended
July 31, 2016
   

(0.99

)

 

$

18.16

     

8.36

%

   

0.75

%(f)

   

2.47

%

   

0.75

%(f)

 

$

1,158,385

     

19

%

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.14

)

 

$

17.24

     

10.66

%

   

0.58

%

   

2.15

%

   

0.82

%

 

$

4,744

     

27

%

 
Year Ended
July 31, 2020
   

(3.60

)

 

$

15.72

     

(3.77

)%

   

0.65

%

   

2.40

%

   

0.72

%

 

$

8,297

     

64

%

 
Year Ended
July 31, 2019
   

(1.60

)

 

$

19.77

     

6.37

%

   

0.65

%

   

2.54

%

   

0.73

%

 

$

12,038

     

86

%(e)

 
Year Ended
July 31, 2018
   

(1.60

)

 

$

20.23

     

11.31

%

   

0.65

%(f)

   

2.33

%

   

0.90

%(f)

 

$

12,746

     

23

%

 
December 1, 2016 (g)
through July 31, 2017
   

(0.37

)

 

$

19.67

     

10.36

%

   

0.65

%(f)

   

2.13

%

   

1.24

%(f)

 

$

5,412

     

23

%

 

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

(f)  Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The shares' expenses paid indirectly decreased the expense ratio by less than 0.01%.

(g)  Commencement of operations.

See notes to financial statements.


13



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Income Stock Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares and R6 Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


14



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

2,572,044

   

$

   

$

   

$

2,572,044

   

Collateral for Securities Loaned

   

19,549

     

     

     

19,549

   

Total

 

$

2,591,593

   

$

   

$

   

$

2,591,593

   

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


15



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

17,933

   

$

   

$

19,549

   

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


16



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

679,988

   

$

853,058

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.4

   

USAA Target Retirement Income Fund

   

0.3

   

USAA Target Retirement 2030 Fund

   

1.1

   

USAA Target Retirement 2040 Fund

   

1.6

   

USAA Target Retirement 2050 Fund

   

1.0

   

USAA Target Retirement 2060 Fund

   

0.1

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Equity Income Funds Index. The Lipper Equity Income Funds Index tracks the total return performance of each class within the Lipper Equity Income Funds category.


17



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

   

+/- 4

   

+/- 401 to 700

   

+/- 5

   

+/- 701 and greater

   

+/- 6

   

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Equity Income Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(333), $(205) and $(2) for Fund Shares, Institutional Shares and R6 Shares, respectively, in thousands. Performance adjustments were (0.04)%, (0.04)% and (0.07)% for Fund Shares, Institutional Shares and R6 Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM has entered into a Subadvisory Agreement with Epoch Investment Partners, Inc. ("Epoch"), under which Epoch directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10% and 0.05%, of average daily net assets of the Fund Shares, Institutional Shares and R6 Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.01% of average daily net assets of the Institutional Shares and R6 Shares, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.76%, 0.72% and 0.65% for Fund Shares, Institutional Shares and R6 Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires July 31, 2022  

Expires July 31, 2023

 

Expires July 31, 2024

 

Total

 
$

4

   

$

21

   

$

7

   

$

32

   


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate


20



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors. Price changes may be temporary or last for extended periods.

Foreign Securities Risk — Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

     Borrower
or
Lender
  Amount
Outstanding
at
January 31,
2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
       

Borrower

 

$

   

$

4,849

     

1

     

1.84

%

 

$

4,849

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.


21



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

At July 31, 2020, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

85,236

   

$

   

$

85,236

   

9. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund. Lance Humphrey and Elie Masri are added as portfolio managers of the Fund.


22



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,106.00

   

$

1,021.68

   

$

3.72

   

$

3.57

     

0.70

%

 

Institutional Shares

   

1,000.00

     

1,105.60

     

1,021.78

     

3.61

     

3.47

     

0.68

%

 

R6 Shares

   

1,000.00

     

1,106.60

     

1,022.28

     

3.08

     

2.96

     

0.58

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


23



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Income Stock Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


24



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-year period ended September 30, 2020, and was above the average of its performance universe and below its Lipper index for the three-, five- and ten-year periods ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the Fund's strong relative performance to peers over the longer-term.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


25



USAA Mutual Funds Trust   Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


26



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23422-0321



JANUARY 31, 2021

Semi Annual Report

USAA Intermediate-Term Bond Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

4

   

Financial Statements

 

Statement of Assets and Liabilities

    33    

Statement of Operations

    35    

Statements of Changes in Net Assets

    36    

Financial Highlights

    38    

Notes to Financial Statements

   

42

   

Supplemental Information (Unaudited)

   

55

   

Proxy Voting and Portfolio Holdings Information

    55    

Expense Examples

    55    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    57    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with high current income without undue risk to principal.

Asset Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund (continued)
 

January 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

January 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management, Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


3



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (10.0%)

 
AccessLex Institute, Series 2004-2, Class A3, 0.41% (LIBOR03M+19bps),
10/25/24, Callable 7/25/31 @ 100 (a)
 

$

2,170

   

$

2,122

   
American Credit Acceptance Receivables Trust, Series 2019-3, Class D, 2.89%,
9/12/25, Callable 5/12/23 @ 100 (b)
   

745

     

770

   
Americredit Automobile Receivables Trust, Series 2018-1, Class D, 3.82%,
3/18/24, Callable 8/18/22 @ 100
   

6,360

     

6,667

   
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28, Callable
3/15/23 @ 100 (b)
   

1,470

     

1,521

   
Ascentium Equipment Receivables Trust, Series 2017-1A, Class D, 3.80%,
1/10/24, Callable 7/10/21 @ 100 (b)
   

767

     

775

   
Ascentium Equipment Receivables Trust, Series 2017-2A, Class D, 3.56%,
10/10/25, Callable 12/10/21 @ 100 (b)
   

608

     

618

   
Avis Budget Rental Car Funding AESOP LLC, Series 2020- 1A, Class B, 2.68%,
8/20/26, Callable 9/20/25 @ 100 (b)
   

4,000

     

4,199

   

Ballyrock CLO Ltd., Series 2020-14A, Class B (LIBOR03M+230bps), 1/20/34 (a) (b)

   

1,000

     

1,000

   
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25, Callable
3/15/23 @ 100 (b)
   

3,790

     

3,977

   
BCC Funding XVII LLC, Series 2020-1, Class B, 1.46%, 9/22/25, Callable
7/20/24 @ 100 (b)
   

3,333

     

3,336

   
California Republic Auto Receivables Trust, Series 2018-1, Class D, 4.33%,
4/15/25, Callable 8/15/22 @ 100
   

3,533

     

3,729

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C, 2.49%,
5/19/26, Callable 7/19/23 @ 100 (b)
   

2,000

     

2,070

   
Canadian Pacer Auto Receivables Trust, Series 2019-1, Class C, 3.75%, 7/21/25,
Callable 11/19/22 @ 100 (b)
   

3,000

     

3,152

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24, Callable
2/15/23 @ 100
   

1,923

     

2,031

   
CarMax Auto Owner Trust, Series 2020-3, Class C, 1.69%, 4/15/26, Callable
10/15/23 @ 100
   

2,500

     

2,558

   
CarMax Auto Owner Trust, Series 2018-4, Class C, 3.85%, 7/15/24, Callable
11/15/22 @ 100
   

420

     

445

   
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25, Callable
10/15/23 @ 100
   

4,230

     

4,399

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25, Callable
9/15/23 @ 100
   

1,083

     

1,145

   
CarMax Auto Owner Trust, Series 2018-1, Class D, 3.37%, 7/15/24, Callable
3/15/22 @ 100
   

500

     

515

   
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25, Callable
7/15/23 @ 100
   

5,162

     

5,392

   
CarMax Auto Owner Trust, Series 2020-4, Class C, 1.30%, 8/17/26, Callable
9/15/24 @ 100
   

3,450

     

3,487

   
CarMax Auto Owner Trust, Series 2018-2, Class D, 3.99%, 4/15/25, Callable
5/15/22 @ 100
   

800

     

833

   
Carvana Auto Receivables Trust, Series 2020-P1, Class C, 1.32%, 11/9/26,
Callable 9/8/25 @ 100
   

551

     

558

   
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27, Callable
6/14/24 @ 100 (b)
   

5,786

     

5,917

   
CCG Receivables Trust, Series 2019-1, Class B, 3.22%, 9/14/26, Callable
12/14/22 @ 100 (b)
   

2,540

     

2,637

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Chase Auto Credit Linked Notes, Series 2020-1, Class D, 1.89%, 1/25/28,
Callable 9/25/23 @ 100 (b)
 

$

1,020

   

$

1,027

   
CHT Mortgage Trust, Series 2017-CSMO, Class A, 1.06% (LIBOR01M+93bps),
11/15/36 (a) (b)
   

3,000

     

3,001

   
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27, Callable
6/15/23 @ 100
   

1,100

     

1,153

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class C, 2.59%, 6/15/29,
Callable 4/15/24 @ 100 (b)
   

5,000

     

5,201

   

Credit Acceptance Auto Loan Trust, Series 2019- 3A, Class A, 2.38%, 11/15/28 (b)

   

5,000

     

5,127

   

Credit Acceptance Auto Loan Trust, Series 2018-2, Class C, 4.16%, 9/15/27 (b)

   

8,720

     

9,048

   
Credit Acceptance Auto Loan Trust, Series 2017-3, Class C, 3.48%, 10/15/26,
Callable 11/15/21 @ 100 (b)
   

9,665

     

9,724

   
Credit Acceptance Auto Loan Trust, Series 2018-1, Class C, 3.77%, 6/15/27,
Callable 7/15/21 @ 100 (b)
   

2,000

     

2,030

   
Credit Acceptance Auto Loan Trust, Series 2018-1A, Class B, 3.60%, 4/15/27,
Callable 6/15/21 @ 100 (b)
   

3,200

     

3,222

   
Dell Equipment Finance Trust, Series 2020-1, Class C, 4.26%, 6/22/23,
Callable 10/22/22 @ 100 (b)
   

1,750

     

1,844

   
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26,
Callable 5/22/23 @ 100 (b)
   

2,125

     

2,165

   
Dell Equipment Finance Trust, Series 2020-1, Class B, 2.98%, 4/24/23,
Callable 10/22/22 @ 100 (b)
   

775

     

805

   
Drive Auto Receivables Trust, Series 2017-AA, Class D, 4.16%, 5/15/24,
Callable 6/15/21 @ 100 (b)
   

511

     

517

   
Drive Auto Receivables Trust, Series 2020-2, Class C, 2.28%, 8/17/26,
Callable 10/15/23 @ 100
   

1,680

     

1,740

   
Drive Auto Receivables Trust, Series 2018-1, Class D, 3.81%, 5/15/24,
Callable 3/15/22 @ 100
   

3,332

     

3,386

   

Enterprise Fleet Financing LLC, Series 2019-3, Class A2, 2.06%, 5/20/25 (b)

   

1,963

     

1,994

   

Evergreen Credit Card Trust, Series 2019-2, Class C, 2.62%, 9/15/24 (b)

   

2,096

     

2,153

   

Evergreen Credit Card Trust, Series 2019-3, Class C, 2.71%, 10/16/23 (b)

   

4,000

     

4,057

   
Exeter Automobile Receivables Trust, Series 2019-1A, Class C, 3.82%, 12/16/24,
Callable 1/15/23 @ 100 (b)
   

5,550

     

5,621

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24,
Callable 3/15/23 @ 100 (b)
   

3,731

     

3,806

   
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25,
Callable 12/15/24 @ 100
   

1,417

     

1,437

   
Exeter Automobile Receivables Trust, Series 2018-1, Class C, 3.03%, 1/17/23,
Callable 6/15/22 @ 100 (b)
   

338

     

339

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class C, 2.49%, 1/15/25,
Callable 5/15/23 @ 100 (b)
   

2,273

     

2,322

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24,
Callable 4/15/22 @ 100 (b)
   

3,000

     

3,159

   
Exeter Automobile Receivables Trust, Series 2020-2A, Class B, 2.08%, 7/15/24,
Callable 11/15/23 @ 100 (b)
   

2,156

     

2,190

   

ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable 1/25/23 @ 100 (b)

   

1,875

     

1,944

   
Flagship Credit Auto Trust, Series 2017-4, Class B, 2.66%, 10/17/22,
Callable 10/15/22 @ 100 (b)
   

414

     

414

   
Flagship Credit Auto Trust, Series 2018-4, Class C, 4.11%, 10/15/24,
Callable 8/15/23 @ 100 (b)
   

1,210

     

1,261

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25,
Callable 12/15/23 @ 100 (b)
 

$

2,943

   

$

3,095

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C, 1.02%,
9/15/26, Callable 11/15/24 @ 100 (b) (c)
   

1,325

     

1,325

   
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25,
Callable 12/15/25 @ 100 (b)
   

2,969

     

2,968

   
GLS Auto Receivables Issuer Trust, Series 2020-1A, Class B, 2.43%, 11/15/24,
Callable 9/15/23 @ 100 (b)
   

3,775

     

3,880

   
GLS Auto Receivables Issuer Trust, Series 2020-3A, Class C, 1.92%, 5/15/25,
Callable 8/15/24 @ 100 (b)
   

2,000

     

2,049

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class C, 1.11%,
10/21/24, Callable 4/20/23 @ 100
   

4,464

     

4,511

   
GM Financial Automobile Leasing Trust, Series 2020-2, Class C, 2.56%, 7/22/24,
Callable 2/20/23 @ 100
   

1,625

     

1,687

   
Golub Capital Partners CLO Ltd., Series 2020-52A, Class A2, 2.05%
(LIBOR03M+180bps), 1/20/34 (a) (b)
   

5,000

     

5,016

   
Golub Capital Partners CLO Ltd., Series 2020-52A, Class C, 3.05%
(LIBOR03M+280bps), 1/20/34 (a) (b)
   

3,000

     

3,020

   

Hertz Vehicle Financing II LP, Series 2017-1A, Class A, 2.96%, 10/25/21 (b)

   

2,088

     

2,093

   

Hertz Vehicle Financing LP, Series 2019-1A, Class B, 4.10%, 3/25/23 (b)

   

7,120

     

7,143

   

Hertz Vehicle Financing LP, Series 2019-3A, Class B, 3.03%, 12/26/25 (b)

   

7,000

     

7,023

   

Hertz Vehicle Financing LP, Series 2016-4A, Class A, 2.65%, 7/25/22 (b)

   

188

     

189

   

Hertz Vehicle Financing LP, Series 2017-2A, Class A, 3.29%, 10/25/23 (b)

   

905

     

908

   
HPEFS Equipment Trust, Series 2020-1A, Class C, 2.03%, 2/20/30,
Callable 2/20/23 @ 100 (b)
   

2,851

     

2,904

   
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30,
Callable 4/20/23 @ 100 (b)
   

3,400

     

3,465

   
HPEFS Equipment Trust, Series 2019-1A, Class B, 2.32%, 9/20/29,
Callable 5/20/22 @ 100 (b)
   

1,750

     

1,778

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29,
Callable 5/20/22 @ 100 (b)
   

1,350

     

1,377

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU,
Class D, 2.08%, 1/5/40 (b)
   

2,700

     

2,654

   

Master Credit Card Trust, Series 2020-1A, Class C, 2.59%, 9/23/24 (b)

   

2,125

     

2,199

   

Master Credit Card Trust, Series 2018-1A, Class C, 3.74%, 7/21/24 (b)

   

1,750

     

1,838

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/23/24 (b)

   

833

     

859

   
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47,
Callable 10/20/27 @ 100 (b)
   

5,875

     

6,190

   

NP SPE II LLC, Series 2019-2A, Class A2, 3.10%, 11/19/49 (b)

   

8,880

     

9,086

   

NP SPE II LLC, Series 2019-2A, Class A1, 2.86%, 11/19/49 (b)

   

11,821

     

11,970

   
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25,
Callable 11/15/22 @ 100 (b)
   

5,750

     

5,938

   
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%,
4/15/26, Callable 5/15/24 @ 100 (b)
   

2,000

     

2,216

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class D, 2.14%,
12/15/26, Callable 10/15/24 @ 100 (b)
   

5,000

     

5,152

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C, 1.29%,
4/15/26, Callable 10/15/24 @ 100 (b)
   

2,500

     

2,542

   
Santander Drive Auto Receivables Trust, Series 2018-5, Class D, 4.19%,
12/16/24, Callable 8/15/22 @ 100
   

4,275

     

4,427

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Santander Drive Auto Receivables Trust, Series 2018-2, Class D, 3.88%, 2/15/24,
Callable 5/15/22 @ 100
 

$

1,665

   

$

1,717

   
Santander Drive Auto Receivables Trust, Series 2020-3, Class C, 1.12%,
1/15/26, Callable 7/15/24 @ 100
   

2,000

     

2,024

   
Santander Drive Auto Receivables Trust, Series 2017-3, Class D, 3.20%,
11/15/23, Callable 1/15/22 @ 100
   

1,450

     

1,472

   
Santander Drive Auto Receivables Trust, Series 2020-1, Class A3, 2.03%,
2/15/24, Callable 7/15/23 @ 100
   

1,063

     

1,076

   
Santander Retail Auto Lease Trust, Series 2019-C, Class C, 2.39%, 11/20/23,
Callable 12/20/22 @ 100 (b)
   

1,782

     

1,832

   
Santander Retail Auto Lease Trust, Series 2019-B, Class C, 2.77%, 8/21/23,
Callable 10/20/22 @ 100 (b)
   

1,460

     

1,504

   

Sapphire Aviation Finance Ltd., Series 2018-1A, Class A, 4.25%, 3/15/40 (b)

   

1,750

     

1,758

   
SCF Equipment Leasing LLC, Series 2017-2A, Class A, 3.41%, 12/20/23,
Callable 2/20/21 @ 100 (b)
   

2,126

     

2,151

   
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26,
Callable 2/20/21 @ 100 (b)
   

500

     

500

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 4/20/25 @ 100 (b)
   

3,823

     

3,852

   
SCF Equipment Leasing LLC, Series 2019-2, Class C, 3.11%, 6/21/27,
Callable 3/20/25 @ 100 (b)
   

6,500

     

6,928

   
SCF Equipment Leasing LLC, Series 2018-1, Class B, 3.97%, 12/20/25,
Callable 2/20/21 @ 100 (b)
   

1,000

     

1,001

   
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28,
Callable 4/20/25 @ 100 (b)
   

3,800

     

3,794

   
SLM Student Loan Trust, Series 2006-2, Class B, 0.44% (LIBOR03M+22bps),
1/25/41, Callable 7/25/32 @ 100 (a)
   

1,761

     

1,607

   
SLM Student Loan Trust, Series 2003-14, Class B, 0.77% (LIBOR03M+55bps),
10/25/65, Callable 7/25/29 @ 100 (a)
   

622

     

583

   
SLM Student Loan Trust, Series 2012-6, Class B, 1.13% (LIBOR01M+100bps),
4/27/43, Callable 3/25/28 @ 100 (a)
   

2,500

     

2,346

   
Stack Infrastructure Issuer LLC, Series 2019-2A, Class A2, 3.08%, 10/25/44,
Callable 4/25/23 @ 100 (b)
   

2,000

     

2,098

   

Synchrony Credit Card Master Note Trust, Series 2017-2, Class C, 3.01%, 10/15/25

   

1,000

     

1,038

   

Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26

   

7,583

     

8,116

   
TCF Auto Receivables Owner Trust, Series 2015-2A, Class D, 4.24%, 8/15/22,
Callable 2/15/21 @ 100 (b)
   

464

     

467

   
Tesla Auto Lease Trust, Series 2020-A, Class C, 1.68%, 2/20/24,
Callable 4/20/23 @ 100 (b)
   

2,000

     

2,033

   
Tesla Auto Lease Trust, Series 2019-A, Class B, 2.41%, 12/20/22,
Callable 11/20/22 @ 100 (b)
   

5,000

     

5,132

   
Transportation Finance Equipment Trust, Series 2019-1, Class C, 2.19%,
8/23/24, Callable 4/23/23 @ 100 (b)
   

1,250

     

1,283

   

Trillium Credit Card Trust II, Series 2020-1A, Class B, 2.33%, 12/27/24 (b)

   

2,912

     

2,957

   

Trillium Credit Card Trust II, Series 2020-1A, Class C, 2.63%, 12/27/24 (b)

   

4,900

     

4,974

   
Trinity Rail Leasing LLC, Series 2019-1, Class A, 3.82%, 4/17/49,
Callable 2/17/21 @ 100 (b)
   

3,639

     

3,805

   
TRIP Rail Master Funding LLC, Series 2017-1A, Class A2, 3.74%, 8/15/47,
Callable 4/15/24 @ 100 (b)
   

3,333

     

3,490

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Vantage Data Centers LLC, Series 2020-2A, Class A2, 1.99%, 9/15/45,
Callable 9/15/25 @ 100 (b)
 

$

9,000

   

$

8,948

   
VB-S1 Issuer LLC, Series 2020-1A, Class D, 4.09%, 6/15/50,
Callable 6/15/24 @ 100 (b)
   

1,100

     

1,105

   
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.03%, 6/15/50,
Callable 6/15/24 @ 100 (b)
   

1,850

     

1,929

   
Verizon Owner Trust, Series 2020-A, Class C, 2.06%, 7/22/24,
Callable 3/20/23 @ 100
   

5,000

     

5,155

   
Volvo Financial Equipment LLC, Series 2019-2A, Class A4, 2.14%, 9/16/24,
Callable 5/15/23 @ 100 (b)
   

2,500

     

2,605

   
Wells Fargo Commercial Mortgage Trust, Series 2021-SAVE, Class D, 2.65%
(LIBOR01M+250bps), 2/15/40 (a) (b) (c)
   

1,500

     

   
Westlake Automobile Receivables Trust, Series 2018-3A, Class D, 4.00%,
10/16/23, Callable 12/15/21 @ 100 (b)
   

5,000

     

5,153

   
Westlake Automobile Receivables Trust, Series 2019-2A, Class D, 3.20%,
11/15/24, Callable 2/15/23 @ 100 (b)
   

2,550

     

2,651

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%,
1/16/24, Callable 2/15/22 @ 100 (b)
   

9,625

     

9,818

   
Westlake Automobile Receivables Trust, Series 2018-3, Class C, 3.61%,
10/16/23, Callable 12/15/21 @ 100 (b)
   

6,994

     

7,052

   
World Omni Select Auto Trust, Series 2018-1A, Class D, 4.13%, 1/15/25,
Callable 8/15/22 @ 100 (b)
   

2,500

     

2,574

   
World Omni Select Auto Trust, Series 2020-A, Class C, 1.25%, 10/15/26,
Callable 10/15/23 @ 100
   

3,750

     

3,777

   

Total Asset-Backed Securities (Cost $369,089)

   

374,347

   

Collateralized Mortgage Obligations (19.7%)

 
AB BSL CLO 1 Ltd., Series 2020-1A, Class A1A, 1.65% (LIBOR03M+150bps),
1/15/33, Callable 1/15/22 @ 100 (a) (b)
   

5,000

     

5,003

   
AB BSL CLO 1 Ltd., Series 2020-1A, Class B, 2.20% (LIBOR03M+205bps),
1/15/33, Callable 1/15/22 @ 100 (a) (b)
   

3,000

     

3,001

   
Aimco CLO 11 Ltd., Series 2020-11A, Class C, 2.62% (LIBOR03M+240bps),
10/15/31, Callable 10/15/21 @ 100 (a) (b)
   

9,500

     

9,535

   
Annisa CLO Ltd., Series 2016-2, Class BR, 1.87% (LIBOR03M+165bps), 7/20/31,
Callable 4/20/21 @ 100 (a) (b)
   

10,000

     

9,977

   
Arbor Multifamily Mortgage Securities Trust, Series 2020-MF1, Class C, 3.60%,
5/15/53, Callable 4/15/30 @ 100 (b) (d)
   

1,500

     

1,608

   
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class A, 1.18%
(LIBOR01M+105bps), 9/15/32 (a) (b)
   

5,000

     

4,997

   
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class D, 1.93%
(LIBOR01M+180bps), 9/15/32 (a) (b)
   

3,585

     

3,501

   

Aventura Mall Trust, Series 2018-AVM, Class D, 4.11%, 7/5/40 (b) (d)

   

2,420

     

2,177

   
Bain Capital Credit CLO Ltd., Series 2020-3A, Class C, 2.82%
(LIBOR03M+260bps), 10/23/32, Callable 10/23/21 @ 100 (a) (b)
   

2,250

     

2,260

   
Ballyrock CLO Ltd., Series 2020-2A, Class B, 2.76% (LIBOR03M+255bps),
10/20/31, Callable 10/20/21 @ 100 (a) (b)
   

4,000

     

4,020

   
Ballyrock CLO Ltd., Series 2020-1A, Class A2, 2.62% (LIBOR03M+240bps),
7/20/30, Callable 7/20/21 @ 100 (a) (b)
   

2,500

     

2,510

   
Ballyrock CLO Ltd., Series 2020-1A, Class X, 1.22% (LIBOR03M+100bps),
7/20/30, Callable 7/20/21 @ 100 (a) (b)
   

2,300

     

2,300

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
BAMLL Commercial Mortgage Securities Trust, Series 2020-BOC, Class C,
3.03%, 1/15/32 (b)
 

$

5,000

   

$

5,260

   
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class D, 3.60%
(LIBOR01M+105bps), 4/14/33, Callable 4/14/25 @ 100 (a) (b)
   

11,735

     

12,530

   

BANK, Series 2017-BNK4, Class AS, 3.78%, 5/15/50, Callable 3/15/27 @ 100

   

5,000

     

5,603

   

BANK, Series 2019-BN23, Class AS, 3.20%, 11/15/29, Callable 11/15/29 @ 100

   

5,000

     

5,514

   
BANK, Series 2020-BN27, Class XA, 1.16%, 4/15/63,
Callable 12/15/29 @ 100 (d) (e)
   

37,953

     

3,500

   

BANK, Series 2017-BNK8, Class AS, 3.73%, 11/15/50, Callable 11/15/27 @ 100

   

7,000

     

7,945

   
BBCMS Mortgage Trust, Series 2020-BID, Class C, 3.77% (LIBOR01M+364bps),
10/15/37 (a) (b)
   

5,000

     

5,019

   
BBCMS Mortgage Trust, Series 2020-BID, Class D, 4.76% (LIBOR01M+463bps),
10/15/37 (a) (b)
   

14,600

     

14,656

   

BBCMS Mortgage Trust, Series 2020-C7, Class XA, 1.63%, 4/15/53 (d) (e)

   

17,764

     

1,976

   
BBCMS Mortgage Trust, Series 2020-BID, Class B, 2.67% (LIBOR01M+254bps),
10/15/37 (a) (b)
   

5,000

     

5,029

   

BBCMS Trust, Series 2013-TYSN, Class A2, 3.76%, 9/5/32 (b)

   

11,436

     

11,520

   

BBCMS Trust, Series 2013-TYSN, Class B, 4.04%, 9/5/32 (b)

   

3,500

     

3,508

   
BBCRE Trust, Series 2015-GTP, Class A, 3.97%, 8/10/33,
Callable 5/10/25 @ 100 (b)
   

5,935

     

6,462

   
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR7,
Class B, 5.21%, 2/11/41 (d)
   

575

     

559

   
Benchmark Mortgage Trust, Series 2020-B18, Class A5, 1.93%, 7/15/53,
Callable 7/11/30 @ 100
   

4,000

     

4,082

   

Benchmark Mortgage Trust, Series 2019-B14, Class AS, 3.35%, 12/15/61

   

5,000

     

5,573

   

Benchmark Mortgage Trust, Series 2020-B18, Class XA, 1.79%, 7/15/53 (d) (e)

   

40,121

     

4,791

   
Benchmark Mortgage Trust, Series 2020-B19, Class XA, 1.78%, 9/15/53,
Callable 9/15/30 @ 100 (d) (e)
   

32,577

     

3,856

   
BX Commercial Mortgage Trust, Series 2020-BXLP, Class D, 1.38%
(LIBOR01M+125bps), 12/15/29 (a) (b)
   

2,997

     

3,001

   

BX Commercial Mortgage Trust, Series 2020-VIV3, Class B, 3.54%, 3/9/44 (b) (d)

   

5,000

     

5,514

   
BX Commercial Mortgage Trust, Series 2020-FOX, Class D, 2.23%
(LIBOR01M+210bps), 11/15/32 (a) (b)
   

4,000

     

4,018

   

BX Commercial Mortgage Trust, Series 2020-VIV2, Class C, 3.54%, 3/9/44 (b) (d)

   

25,000

     

26,725

   

BX Commercial Mortgage Trust, Series 2020-VIV4, Class A, 2.84%, 12/30/30 (b)

   

3,125

     

3,338

   
BX Commercial Mortgage Trust, Series 2020-VIV4, Class X, 0.70%,
11/10/42 (b) (d) (e)
   

234,200

     

12,844

   
BX Commercial Mortgage Trust, Series 2019-XL, Class B, 1.21%
(LIBOR01M+108bps), 10/15/36 (a) (b)
   

8,673

     

8,703

   
BX Commercial Mortgage Trust, Series 2019-XL, Class C, 1.38%
(LIBOR01M+125bps), 10/15/36 (a) (b)
   

7,594

     

7,622

   
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 1.58%
(LIBOR01M+145bps), 10/15/36 (a) (b)
   

3,797

     

3,808

   
BX Commercial Mortgage Trust, Series 2020-FOX, Class C, 1.68%
(LIBOR01M+155bps), 11/15/32 (a) (b)
   

4,000

     

4,015

   
CFCRE Commercial Mortgage Trust, Series 2011-C2, Class AJ, 5.74%, 12/15/47,
Callable 9/15/21 @ 100 (b) (d)
   

7,000

     

7,133

   
CHT Mortgage Trust, Series 2017-CSMO, Class C, 1.63% (LIBOR01M+150bps),
11/15/36 (a) (b)
   

7,000

     

6,986

   
CIFC Funding Ltd., Series 2017-I, Class B, 1.92% (LIBOR03M+170bps), 4/23/29,
Callable 4/21/21 @ 100 (a) (b)
   

3,500

     

3,492

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
CIFC Funding Ltd., Series 2017-III, Class A1, 1.44% (LIBOR03M+122bps),
7/20/30, Callable 4/20/21 @ 100 (a) (b)
 

$

5,000

   

$

4,999

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class B, 2.83%,
12/10/41 (b)
   

4,000

     

4,160

   
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class D, 4.35%,
5/10/36 (b)
   

1,850

     

1,940

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class D, 3.23%,
12/10/41 (b)
   

5,000

     

4,998

   
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class A, 3.34%,
5/10/36 (b)
   

3,750

     

4,015

   
Citigroup Commercial Mortgage Trust, Series 2016-C2, Class A4, 2.83%,
8/10/49, Callable 8/10/26 @ 100
   

8,293

     

9,028

   
Columbia Cent CLO Ltd., Series 2020-29A, Class AIF, 1.97%, 7/20/31,
Callable 1/20/22 @ 100 (b)
   

3,500

     

3,516

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.32%, 7/10/50,
Callable 6/10/25 @ 100 (d)
   

3,399

     

3,620

   

COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46 (b)

   

10,000

     

10,354

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (b) (d)
   

9,500

     

10,320

   

COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 11/13/39 (b)

   

2,660

     

2,689

   

COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 11/13/39 (b)

   

9,700

     

9,999

   

COMM Mortgage Trust, Series 2013-CCRE11, Class AM, 4.72%, 8/10/50 (d)

   

5,000

     

5,455

   
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50,
Callable 5/10/25 @ 100 (d)
   

3,000

     

3,307

   

CSMC Trust, Series 2019-UVIL, Class C, 3.28%, 12/15/41 (b) (d)

   

5,000

     

4,696

   

CSMC Trust, Series 2020-West, Class A, 3.04%, 2/15/35 (b)

   

2,500

     

2,530

   
DBCG Mortgage Trust, Series 2017-BBG, Class A, 0.83% (LIBOR01M+70bps),
6/15/34 (a) (b)
   

7,000

     

6,999

   

DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36 (b)

   

2,500

     

2,523

   

DBJPM Mortgage Trust, Series 2020-C9, Class XA, 1.71%, 9/15/53 (d) (e)

   

17,385

     

1,899

   

DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36 (b)

   

5,000

     

5,118

   

DBUBS Mortgage Trust, Series 2011-LC3, Class B, 5.34%, 8/10/44 (b) (d)

   

1,950

     

1,980

   
Dryden Senior Loan Fund, Series 2016-42A, Class BR, 1.79%
(LIBOR03M+155bps), 7/15/30, Callable 4/15/21 @ 100 (a) (b)
   

5,000

     

4,989

   
Flatiron CLO 18 Ltd., Series 2018-1A, Class A, 1.17% (LIBOR03M+95bps),
4/17/31, Callable 4/17/21 @ 100 (a) (b)
   

3,500

     

3,500

   
Flatiron CLO 20 Ltd., Series 2020-1A, Class C, 2.70% (LIBOR03M+245bps),
11/20/33, Callable 11/20/22 @ 100 (a) (b)
   

4,000

     

4,029

   
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.48%, 11/25/23,
Callable 11/25/23 @ 100 (b) (d)
   

7,000

     

7,414

   
FREMF Mortgage Trust, Series 2019-K99, Class B, 3.65%, 9/25/29,
Callable 9/25/29 @ 100 (b) (d)
   

10,000

     

10,996

   
Goldentree Loan Management U.S. CLO 8 Ltd., Series 2020-8A, Class B1, 2.32%
(LIBOR03M+210bps), 7/20/31, Callable 10/20/21 @ 100 (a) (b)
   

5,000

     

5,018

   
Golub Capital Partners 48 LP, Series 2020-48A, Class B1, 2.02%
(LIBOR03M+180bps), 4/17/33, Callable 4/17/24 @ 100 (a) (b)
   

4,350

     

4,353

   
GS Mortgage Securities Corp. Trust, Series 2012-ALOH, Class A, 3.55%,
4/10/34 (b)
   

10,166

     

10,328

   
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class B, 2.95%,
12/10/39 (b)
   

1,735

     

1,751

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

GS Mortgage Securities Trust, Series 2020-GC45, Class AS, 3.17%, 2/13/53 (d)

 

$

3,750

   

$

4,156

   
GS Mortgage Securities Trust, Series 2012-GC6, Class AS, 4.95%, 1/10/45,
Callable 12/10/21 @ 100 (b)
   

3,000

     

3,080

   

GS Mortgage Securities Trust, Series 2019-GSA1, Class AS, 3.34%, 11/10/52

   

10,000

     

11,071

   

GS Mortgage Securities Trust, Series 2019-GSA1, Class A4, 3.05%, 11/10/52

   

7,000

     

7,733

   

Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (b)

   

6,924

     

7,121

   

Hudson Yards Mortgage Trust, Series 2019-30HY, Class D, 3.44%, 7/10/39 (b) (d)

   

8,862

     

9,599

   

Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38 (b)

   

8,020

     

8,674

   

Hudson Yards Mortgage Trust, Series 2019-55HY, Class D, 2.94%, 12/10/41 (b) (d)

   

10,672

     

11,078

   

Jackson Park Trust, Series 2019-LIC, Class C, 3.13%, 10/14/39 (b) (d)

   

5,000

     

5,147

   

Jackson Park Trust, Series 2019-LIC, Class A, 2.77%, 10/14/39 (b)

   

5,000

     

5,344

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C10,
Class C, 4.11%, 12/15/47, Callable 2/15/23 @ 100 (d)
   

3,045

     

3,097

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2010-C2,
Class C, 5.65%, 11/15/43 (b) (d)
   

4,000

     

3,807

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB,
Class D, 3.78%, 6/5/39 (b) (d)
   

2,000

     

2,138

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2012-C8,
Class XA, 1.74%, 10/15/45, Callable 9/15/22 @ 100 (d) (e)
   

18,794

     

381

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2010-C2,
Class B, 5.07%, 11/15/43 (b) (d)
   

2,000

     

1,996

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB,
Class C, 3.75%, 6/5/39 (b) (d)
   

1,614

     

1,771

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2011-C5,
Class AS, 5.42%, 8/15/46, Callable 7/15/21 @ 100 (b) (d)
   

6,100

     

6,210

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7,
Class AJ, 6.11%, 4/17/45 (d)
   

1,002

     

309

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU,
Class XA, 0.09%, 1/5/40 (b) (d) (e)
   

226,300

     

1,543

   
KNDL Mortgage Trust, Series 2019-KNSQ, Class E, 1.93% (LIBOR01M+180bps),
5/15/36 (a) (b)
   

2,500

     

2,506

   
LCM LP, Series 18A, Class A1R, 1.24% (LIBOR03M+102bps), 4/20/31,
Callable 4/20/21 @ 100 (a) (b)
   

1,000

     

1,000

   
Magnetite Ltd., Series 2015-12A, Class BRRA, 1.84% (LIBOR03M+160bps),
10/15/31, Callable 4/15/21 @ 100 (a) (b)
   

3,240

     

3,233

   
Magnetite XXVIII Ltd., Series 2020-28A, Class C, 2.57% (LIBOR03M+235bps),
10/25/31, Callable 10/25/21 @ 100 (a) (b)
   

2,000

     

2,009

   

Manhattan West, Series 2020-1MW, Class C, 2.33%, 9/10/40 (b) (d)

   

5,000

     

5,155

   

Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (b)

   

5,000

     

5,219

   

Manhattan West, Series 2020-1MW, Class D, 2.33%, 9/10/40 (b) (d)

   

4,250

     

4,274

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C6,
Class XA, 1.61%, 11/15/45, Callable 6/15/22 @ 100 (b) (d) (e)
   

18,582

     

344

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series C17,
Class A5, 3.74%, 8/15/47, Callable 7/15/24 @ 100
   

5,000

     

5,473

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class E, 2.08%
(LIBOR01M+195bps), 11/15/34 (a) (b)
   

8,215

     

8,218

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class C, 1.13%
(LIBOR01M+100bps), 11/15/34 (a) (b)
   

3,245

     

3,244

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class B, 0.98%
(LIBOR01M+85bps), 11/15/34 (a) (b)
   

2,200

     

2,198

   

See notes to financial statements.


11



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Morgan Stanley Capital I Trust, Series 2017-CLS, Class A, 0.83%
(LIBOR01M+70bps), 11/15/34 (a) (b)
 

$

2,105

   

$

2,106

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class F, 2.73%
(LIBOR01M+260bps), 11/15/34 (a) (b)
   

4,000

     

4,000

   
Neuberger Berman CLO XIV Ltd., Series 2013-14A, Class BR2, 1.72%
(LIBOR03M+150bps), 1/28/30, Callable 4/28/21 @ 100 (a) (b)
   

5,000

     

5,001

   
Neuberger Berman Loan Advisers CLO Ltd., Series 2018-29A, Class B2, 4.60%,
10/19/31, Callable 4/19/21 @ 100 (b)
   

5,000

     

5,020

   
Neuberger Berman Loan Advisors CLO 38 Ltd., Series 2020-38A, Class C, 2.57%
(LIBOR03M+235bps), 10/20/32, Callable 10/20/21 @ 100 (a) (b)
   

1,500

     

1,507

   
Neuberger Berman Loan Advisors CLO 38 Ltd., Series 2020-38A, Class B, 1.92%
(LIBOR03M+170bps), 10/20/32, Callable 10/20/21 @ 100 (a) (b)
   

2,000

     

2,006

   
Octagon Investment Partners 42 Ltd., Series 2019-3A, Class B1, 2.19%
(LIBOR03M+195bps), 4/15/31, Callable 4/15/21 @ 100 (a) (b)
   

5,000

     

4,992

   
Octagon Investment Partners 47 Ltd., Series 2020-1A, Class B, 2.82%
(LIBOR03M+260bps), 4/20/31, Callable 7/20/21 @ 100 (a) (b)
   

3,000

     

3,014

   
Octagon Investment Partners 48 Ltd., Series 2020-3A, Class B, 2.08%
(LIBOR03M+185bps), 4/20/21, Callable 10/20/21 @ 100 (a) (b)
   

4,200

     

4,211

   
Octagon Investment Partners 50 Ltd., Series 2020-4A, Class C, 2.67%
(LIBOR03M+250bps), 10/15/33, Callable 10/15/21 @ 100 (a) (b)
   

4,000

     

4,011

   
Octagon Investment Partners XVII Ltd., Series 2013-1A, Class CR2, 1.92%
(LIBOR03M+170bps), 1/25/31, Callable 4/25/21 @ 100 (a) (b)
   

2,750

     

2,727

   

One Bryant Park Trust, Series 2019-OBP, Class A, 2.52%, 9/13/49 (b)

   

11,040

     

11,740

   
One New York Plaza Trust, Series 2020-1NYP, Class A, 1.08%
(LIBOR01M+95bps), 1/15/26 (a) (b)
   

2,625

     

2,639

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class B, 2.12%
(LIBOR03M+190bps), 2/20/28, Callable 2/20/21 @ 100 (a) (b)
   

2,000

     

2,000

   
Palmer Square Loan Funding Ltd., Series 2019-3, Class B, 2.32%
(LIBOR03M+210bps), 8/20/27, Callable 2/20/21 @ 100 (a) (b)
   

5,000

     

5,001

   
Palmer Square Loan Funding Ltd., Series 2019-4, Class B, 2.32%
(LIBOR03M+210bps), 10/24/27, Callable 4/24/21 @ 100 (a) (b)
   

5,000

     

5,002

   
Palmer Square Loan Funding Ltd., Series 2019-4, Class A2, 1.82%
(LIBOR03M+160bps), 10/24/27, Callable 4/24/21 @ 100 (a) (b)
   

4,500

     

4,503

   
Palmer Square Loan Funding Ltd., Series 2020-4A, Class B, 2.51%
(LIBOR03M+230bps), 11/25/28, Callable 11/25/21 @ 100 (a) (b)
   

5,000

     

5,019

   
Palmer Square Loan Funding Ltd., Series 2020-3A, Class B, 3.52%
(LIBOR03M+330bps), 7/20/28, Callable 7/20/21 @ 100 (a) (b)
   

2,800

     

2,823

   
Palmer Square Loan Funding Ltd., Series 2019-2, Class B, 2.47%
(LIBOR03M+225bps), 4/20/27, Callable 4/20/21 @ 100 (a) (b)
   

5,000

     

4,984

   
Race Point CLO Ltd., Series 2016-10A, Class B1R, 1.87% (LIBOR03M+165bps),
7/25/31, Callable 4/25/21 @ 100 (a) (b)
   

5,000

     

4,982

   
Sound Point CLO VII-R Ltd., Series 2014-3RA, Class C, 2.47%
(LIBOR03M+225bps), 10/23/31, Callable 4/23/21 @ 100 (a) (b)
   

5,000

     

5,000

   
Sound Point CLO XVIII Ltd., Series 2017-4A, Class B, 2.02%
(LIBOR03M+180bps), 1/21/31, Callable 4/20/21 @ 100 (a) (b)
   

1,000

     

979

   
Sound Point CLO XXVII Ltd., Series 2020-2A, Class C, 2.82%
(LIBOR03M+260bps), 10/25/31, Callable 10/25/21 @ 100 (a) (b)
   

2,500

     

2,511

   
Stewart Park CLO Ltd., Series 2015-1A, Class A2R, 1.49% (LIBOR03M+125bps),
1/15/30, Callable 4/15/21 @ 100 (a) (b)
   

2,000

     

1,985

   

See notes to financial statements.


12



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Stratus CLO Ltd., Series 2020-1A, Class A, 2.20% (LIBOR03M+198bps), 4/30/28,
Callable 4/20/21 @ 100 (a) (b)
 

$

2,425

   

$

2,427

   
Structured Asset Mortgage Investments II Trust, Series 2005-AR5,
Class B1, 0.88% (LIBOR01M+50bps), 7/19/35, Callable 2/19/21 @ 100 (a)
   

1,090

     

1,039

   
TIAA CLO IV Ltd., Series 2018-1A, Class A2, 1.92% (LIBOR03M+170bps),
1/20/32, Callable 4/20/21 @ 100 (a) (b)
   

5,000

     

4,990

   
Trimaran Cavu Ltd., Series 2019-1A, Class A2, 2.12% (LIBOR03M+190bps),
7/20/32, Callable 7/20/22 @ 100 (a) (b)
   

6,000

     

6,043

   
Trinitas CLO Ltd., Series 2019-11A, Class A2, 2.19% (LIBOR03M+195bps),
7/15/32, Callable 7/15/21 @ 100 (a) (b)
   

5,610

     

5,614

   
Trinitas CLO Ltd., Series 2019-11A, Class B1, 2.54% (LIBOR03M+230bps),
7/15/32, Callable 7/15/21 @ 100 (a) (b)
   

5,000

     

5,006

   
Tryon Park CLO Ltd., Series 2013-1A, Class A1SR, 1.13% (LIBOR03M+89bps),
4/15/29, Callable 4/15/21 @ 100 (a) (b)
   

5,000

     

4,985

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.06%, 5/10/45,
Callable 4/10/22 @ 100 (b) (d) (e)
   

22,858

     

326

   
UBS-Citigroup Commercial Mortgage Trust, Series 2011-C1, Class AS, 5.15%,
1/10/45, Callable 11/10/21 @ 100 (b)
   

4,756

     

4,897

   
Venture CLO Ltd., Series 2014-16A, Class ARR, 1.09% (LIBOR03M+85bps),
1/15/28, Callable 4/15/21 @ 100 (a) (b)
   

3,539

     

3,539

   

VLS Commercial Mortgage Trust, Series 2020-LAB, Class A, 2.13%, 10/10/42 (b)

   

3,000

     

3,078

   
Voya CLO Ltd., Series 2017-1, Class A2, 1.82% (LIBOR03M+160bps), 4/17/30,
Callable 4/17/21 @ 100 (a) (b)
   

3,000

     

2,994

   
Voya CLO Ltd., Series 2019-4A, Class A1, 1.58% (LIBOR03M+134bps), 1/15/33,
Callable 1/15/22 @ 100 (a) (b)
   

5,000

     

5,009

   
Voya CLO Ltd., Series 2015-3A, Class BR, 2.42% (LIBOR03M+220bps), 10/20/31,
Callable 4/20/21 @ 100 (a) (b)
   

1,250

     

1,237

   
Voya CLO Ltd., Series 2013-2A, Class A1R, 1.19% (LIBOR03M+97bps), 4/25/31,
Callable 4/25/21 @ 100 (a) (b)
   

8,750

     

8,737

   
Voya CLO Ltd., Series 2019-4A, Class B, 2.24% (LIBOR03M+200bps), 1/15/33,
Callable 1/15/22 @ 100 (a) (b)
   

4,500

     

4,521

   
Voya CLO Ltd., Series 2020-1A, Class B1, 2.42% (LIBOR03M+220bps), 7/16/31,
Callable 7/16/21 @ 100 (a) (b)
   

2,000

     

2,006

   
Voya CLO Ltd., Series 2018-3, Class B, 1.89% (LIBOR03M+165bps), 10/15/31,
Callable 4/15/21 @ 100 (a) (b)
   

2,500

     

2,507

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class B, 4.22%,
12/15/48 (d)
   

5,000

     

5,407

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class AS, 3.97%,
12/15/48
   

3,500

     

3,877

   
Wells Fargo Commercial Mortgage Trust, Series 2020-C56, Class AS, 3.11%,
6/15/53
   

2,000

     

2,209

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS3, Class B, 4.50%,
9/15/57, Callable 9/15/25 @ 100 (d)
   

2,000

     

2,228

   
Wells Fargo Commercial Mortgage Trust, Series 2018-AUS, Class A, 4.06%,
7/17/36 (b) (d)
   

4,200

     

4,607

   
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class XA, 1.52%,
12/15/45, Callable 12/15/22 @ 100 (b) (d) (e)
   

57,902

     

1,241

   
WFRBS Commercial Mortgage Trust, Series 2011-C5, Class B, 5.66%, 11/15/44,
Callable 10/15/21 @ 100 (b) (d)
   

5,348

     

5,478

   

Total Collateralized Mortgage Obligations (Cost $722,159)

   

740,887

   

See notes to financial statements.


13



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Preferred Stocks (1.1%)

 

Consumer Staples (0.7%):

 

CHS, Inc., cumulative redeemable, Series 2, 7.10% (LIBOR03M+429bps) (a) (f)

 

$

400,000

   

$

11,112

   

Dairy Farmers of America, Inc., cumulative redeemable, 7.88% (b) (f)

   

150,000

     

14,925

   
     

26,037

   

Financials (0.4%):

 
Citigroup Capital, cumulative redeemable, 6.58% (LIBOR03M+637bps),
10/30/40 (a)
   

87,500

     

2,456

   

CoBank ACB, non-cumulative (b) (f)

   

2,000

     

1,350

   

Delphi Financial Group, Inc., 3.41% (LIBOR03M+319bps), 5/15/37 (a) (g)

   

369,987

     

7,770

   

U.S. Bancorp, non-cumulative, Series A, 3.50% (LIBOR03M+102bps) (f)

   

5,000

     

4,730

   
     

16,306

   

Total Preferred Stocks (Cost $40,358)

   

42,343

   

Senior Secured Loans (2.9%)

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

500

     

503

   
Allen Media, LLC, Initial Term Loan, First Lien, 5.75% (LIBOR03M+550bps),
2/10/27 (a)
   

992

     

989

   
Alterra Mountain Company, Additional Term Loan, First Lien,
5.50% (LIBOR01M+450bps), 5/13/26 (a)
   

1,971

     

1,979

   
AssuredPartners, Inc, 2020 June Incremental Term Loan, First Lien,
5.50% (LIBOR01M+450bps), 2/13/27 (a) (c)
   

2,989

     

3,005

   
Avolon TLB Borrower 1 (US) LLC, Term B-5 Loan, First Lien,
3.25% (LIBOR01M+250bps), 12/1/27 (a)
   

4,000

     

4,014

   
Bass Pro Group, LLC, Initial Term Loans, First Lien,
5.75% (LIBOR01M+500bps), 12/16/23 (a)
   

969

     

970

   
Blackstone CQP Holdco LP, Initial Term Loans, First Lien,
3.74% (LIBOR03M+350bps), 6/20/24 (a)
   

381

     

381

   
BUCKEYE PARTNERS LP, 2021 Tranche B-1 Refinancing Term Loan, First Lien,
12/16/26 (a) (o)
   

1,480

     

1,479

   
BWAY Holding Company, Initial Term Loan, First Lien,
3.38% (LIBOR01M+325bps), 4/3/24 (a) (c)
   

6,771

     

6,637

   
CenturyLink Inc., Term B Loans, First Lien, 2.40% (LIBOR01M+225bps),
3/15/27 (a)
   

6,452

     

6,425

   
CITGO Petroleum Corporation, 2019 Incremental Term B Loans, First Lien,
7.25% (LIBOR06M+625bps), 3/22/24 (a)
   

1,433

     

1,425

   
Clear Channel Outdoor Holdings Inc., Term B Loan, First Lien,
3.71% (LIBOR03M+350bps), 11/25/26 (a)
   

2,950

     

2,874

   
ClubCorp Holdings, Inc., Term B Loans, First Lien, 3.00% (LIBOR03M+275bps),
9/18/24 (a)
   

2

     

2

   
DELTA AIR LINES, INC and SKYMILES IP LTD, Initial Term Loan, First Lien,
4.75% (LIBOR03M+375bps), 9/16/27 (a) (c)
   

12,500

     

13,075

   
Delta Air Lines, Inc., Term Loan, First Lien, 5.75% (LIBOR03M+475bps),
4/27/23 (a)
   

490

     

498

   
Elanco Animal Health Incorporated, Term Loans, First Lien,
1.89% (LIBOR01M+175bps), 8/1/27 (a)
   

1,896

     

1,891

   

See notes to financial statements.


14



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Endo Luxembourg Finance Company I S.a.r.l., Initial Term Loans, First Lien,
5.00% (LIBOR03M+425bps), 4/29/24 (a)
 

$

5,873

   

$

5,822

   
Graham Packaging, Initial Term Loans, First Lien, 4.50% (LIBOR01M+375bps),
7/28/27 (a)
   

469

     

471

   
HCA In.c, Term Loan B-12, First Lien, 1.90% (LIBOR01M+175bps),
3/13/25 (a)
   

1,990

     

1,992

   
H-Food Holdings, LLC, 2020 Incremental Term B-3 Loan, First Lien,
6.00% (LIBOR01M+500bps), 5/31/25 (a)
   

498

     

500

   
H-Food Holdings, LLC, Initial Term Loan, First Lien,
3.83% (LIBOR01M+369bps), 5/31/25 (a)
   

3,437

     

3,415

   
Hub International Limited, B-3 Incremental Term Loans, First Lien,
4.00% (LIBOR06M+325bps), 4/25/25 (a)
   

3,940

     

3,943

   
IRB Holding Corp, Fourth Amendment Incremental Term Loans, First Lien,
4.25% (LIBOR03M+325bps), 11/19/27 (a)
   

1,500

     

1,504

   

Kronos Acquisition Holdings, Inc., 5.25% (LIBOR03M+450bps), 12/17/26 (a)

   

500

     

499

   
Mileage Plus Holdings LLC, Initial Term Loan, First Lien,
6.25% (LIBOR03M+525bps), 6/20/27 (a) (c)
   

8,000

     

8,520

   
Oculus Acquisition Corp., Initial Term Loan, First Lien,
4.50% (LIBOR03M+375bps), 11/8/27 (a)
   

1,000

     

1,004

   

PETCO Animal Supplies, Inc., 2017 Term Loan B-1, First Lien, 1/26/23 (a) (c) (o)

   

4,000

     

3,992

   
Serta Simmons Bedding LLC, Initial Term Loans, First Lien,
4.50% (LIBOR03M+350bps), 11/8/23 (a)
   

9,252

     

5,431

   

Solera, LLC, Term Loan USD, First Lien, 2.90% (LIBOR01M+275bps), 3/3/23 (a)

   

2,870

     

2,856

   
Sophia, L.P., Closing Date Term Loans, First Lien, 4.50% (LIBOR03M+375bps),
10/7/27 (a)
   

1,000

     

1,003

   

SOTHEBY'S, Term Loan B, First Lien, 1/15/27 (a) (c) (o)

   

500

     

506

   
Sunshine Luxembourg VII Sarl, Facility B1 Commitments, First Lien,
5.00% (LIBOR03M+400bps), 10/2/26 (a)
   

1,946

     

1,951

   
The Boeing Company, Advance, First Lien, 1.47% (LIBOR03M+125bps),
2/6/22 (a)
   

4,000

     

3,979

   
The E.W. Scripps Company, Term Loan B3, First Lien,
3.75% (LIBOR01M+300bps), 12/15/27 (a) (c)
   

1,000

     

999

   
The Ultimate Software Group, Inc., 2021 Incremental Term Loans, First Lien,
4.00% (LIBOR02M+325bps), 5/3/26 (a)
   

998

     

1,001

   
The Ultimate Software Group, Inc., 2021 Incremental Term Loans, First Lien,
5/3/26 (a) (o)
   

1,500

     

1,505

   
Vertical US Newco Inc., Facility B (USD) Loan, First Lien,
4.57% (LIBOR06M+425bps), 6/30/27 (a)
   

1,000

     

1,008

   
Weber-Stephen Products LLC, Initial Term B Loans, First Lien,
4.00% (LIBOR01M+325bps), 10/30/27 (a)
   

500

     

501

   
Weber-Stephen Products LLC, Initial Term B Loans, First Lien,
10/20/27 (a) (c) (o)
   

1,500

     

1,503

   
Western Digital Corporation, Term Loan A-1, First Lien,
1.65% (LIBOR01M+150bps), 2/27/23 (a)
   

2,367

     

2,357

   
Whatabrands LLC, Term B Loan, First Lien, 2.88% (LIBOR01M+275bps), 8/3/26,
Callable 3/11/21 @ 100 (a)
   

5,639

     

5,630

   
Zayo Group Holdings Inc., Initial Dollar Term Loans, First Lien,
3.15% (LIBOR01M+300bps), 2/21/27, Callable 3/11/21 @ 100 (a)
   

1,227

     

1,219

   

Total Senior Secured Loans (Cost $109,575)

   

109,258

   

See notes to financial statements.


15



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (29.6%)

 

Communication Services (1.5%):

 
AT&T, Inc.
2.75%, 6/1/31, Callable 3/1/31 @ 100
 

$

3,000

   

$

3,132

   

4.50%, 5/15/35, Callable 11/15/34 @ 100

   

10,000

     

11,837

   
CCO Holdings LLC/CCO Holdings Capital Corp., 4.25%, 2/1/31,
Callable 7/1/25 @ 102.13 (b)
   

6,000

     

6,166

   

Comcast Corp., 4.20%, 8/15/34, Callable 2/15/34 @ 100

   

5,000

     

6,055

   

Lamar Media Corp., 4.00%, 2/15/30, Callable 2/15/25 @ 102

   

500

     

513

   

Scripps Escrow II, Inc., 3.88%, 1/15/29, Callable 1/15/24 @ 101.94 (b)

   

500

     

500

   

Sprint Spectrum, 3.36%, 3/20/23 (b)

   

1,125

     

1,135

   

Sprint Spectrum Co. LLC, 5.15%, 9/20/29 (b)

   

5,000

     

5,830

   

T-Mobile USA, Inc., 2.55%, 2/15/31, Callable 11/15/30 @ 100 (b)

   

5,000

     

5,117

   

TripAdvisor, Inc., 7.00%, 7/15/25, Callable 7/15/22 @ 103.5 (b)

   

1,000

     

1,080

   

Verizon Communications, Inc., 4.50%, 8/10/33

   

10,000

     

12,315

   

Zayo Group Holdings, Inc., 4.00%, 3/1/27, Callable 3/12/21 @ 102 (b)

   

2,500

     

2,506

   
     

56,186

   

Consumer Discretionary (1.6%):

 

Asbury Automotive Group, Inc., 4.75%, 3/1/30, Callable 3/1/25 @ 102.38

   

4,000

     

4,207

   

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

   

1,500

     

1,802

   

Choice Hotels International, Inc., 3.70%, 1/15/31, Callable 10/15/30 @ 100

   

6,500

     

7,060

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26,
Callable 1/15/26 @ 100 (b) (c)
   

2,500

     

2,516

   

Group 1 Automotive, Inc., 4.00%, 8/15/28, Callable 8/15/23 @ 102 (b)

   

3,500

     

3,585

   

Hasbro, Inc., 3.90%, 11/19/29, Callable 8/19/29 @ 100 (h)

   

2,000

     

2,233

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

2,500

     

2,669

   

M/I Homes, Inc., 4.95%, 2/1/28, Callable 2/1/23 @ 103.71

   

2,237

     

2,362

   
Marriott International, Inc.
5.75%, 5/1/25, Callable 4/1/25 @ 100 (h)
   

1,227

     

1,423

   

4.63%, 6/15/30, Callable 3/15/30 @ 100

   

5,000

     

5,712

   

3.50%, 10/15/32, Callable 7/15/32 @ 100

   

10,000

     

10,612

   

Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b)

   

862

     

865

   

NCL Corp. Ltd., 12.25%, 5/15/24, Callable 2/15/24 @ 100 (b)

   

500

     

585

   

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

   

1,000

     

1,080

   

Sotheby's, 7.38%, 10/15/27, Callable 10/15/22 @ 103.69 (b) (i)

   

1,875

     

2,034

   

Tapestry, Inc., 4.13%, 7/15/27, Callable 4/15/27 @ 100

   

4,000

     

4,311

   

Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100

   

1,445

     

1,678

   
Volkswagen Group of America Finance LLC
3.20%, 9/26/26, Callable 7/26/26 @ 100 (b)
   

1,184

     

1,305

   

3.75%, 5/13/300 (b)

   

3,000

     

3,414

   
     

59,453

   

Consumer Staples (0.3%):

 

BAT Capital Corp., 4.39%, 8/15/37, Callable 2/15/37 @ 100

   

1,000

     

1,102

   

Kraft Heinz Foods Co., 4.63%, 10/1/39, Callable 4/1/39 @ 100

   

1,500

     

1,649

   

See notes to financial statements.


16



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Smithfield Foods, Inc.
4.25%, 2/1/27, Callable 11/1/26 @ 100 (b)
 

$

1,500

   

$

1,679

   

5.20%, 4/1/29, Callable 1/1/29 @ 100 (b)

   

3,167

     

3,750

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

2,500

     

3,226

   
     

11,406

   

Energy (4.5%):

 
Alliance Resource Operating Partners LP/Alliance Resource Finance Corp.,
7.50%, 5/1/25, Callable 3/12/21 @ 105.63 (b)
   

3,000

     

2,636

   
Boardwalk Pipelines LP
4.95%, 12/15/24, Callable 9/15/24 @ 100
   

4,000

     

4,498

   

4.45%, 7/15/27, Callable 4/15/27 @ 100

   

5,000

     

5,677

   

Buckeye Partners LP, 3.95%, 12/1/26, Callable 9/1/26 @ 100

   

3,000

     

3,022

   

Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (b)

   

6,727

     

7,389

   

Cheniere Corpus Christi Holdings LLC, 3.70%, 11/15/29, Callable 5/18/29 @ 100

   

3,000

     

3,278

   

Chevron Phillips Chemical Co. LLC, 3.40%, 12/1/26, Callable 9/1/26 @ 100 (b)

   

2,000

     

2,239

   
DCP Midstream Operating LP, 5.85% (LIBOR03M+385bps), 5/21/43,
Callable 5/21/23 @ 100 (a) (b)
   

3,000

     

2,691

   

Diamondback Energy, Inc., 3.50%, 12/1/29, Callable 9/1/29 @ 100

   

4,500

     

4,780

   

Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @ 100

   

3,000

     

2,960

   
Energy Transfer Operating LP
7.13% (H15T5Y+531bps), Callable 5/15/30 @ 100 (a) (f)
   

7,010

     

6,615

   

2.90%, 5/15/25, Callable 4/15/25 @ 100

   

2,000

     

2,109

   

3.23% (LIBOR03M+302bps), 11/1/66, Callable 3/12/21 @ 100 (a)

   

5,000

     

3,436

   

EnLink Midstream LLC, 5.38%, 6/1/29, Callable 3/1/29 @ 100

   

3,000

     

2,907

   

Enterprise Products Operating LLC, 3.20%, 2/15/52, Callable 8/15/51 @ 100

   

2,000

     

1,926

   

EQT Corp., 3.00%, 10/1/22, Callable 9/1/22 @ 100

   

3,000

     

3,045

   
EQT Midstream Partners LP
4.13%, 12/1/26, Callable 9/1/26 @ 100
   

3,000

     

2,906

   

5.50%, 7/15/28, Callable 4/15/28 @ 100

   

2,000

     

2,071

   

Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (b)

   

3,333

     

3,489

   

Hess Corp., 4.30%, 4/1/27, Callable 1/1/27 @ 100 (h)

   

2,805

     

3,105

   
Hilcorp Energy I LP/Hilcorp Finance Co., 6.25%, 11/1/28,
Callable 11/1/23 @ 103.13 (b)
   

6,500

     

6,858

   

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

   

3,000

     

3,078

   

Marathon Petroleum Corp., 4.75%, 9/15/44, Callable 3/15/44 @ 100

   

5,000

     

5,735

   

Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (b)

   

15,000

     

15,389

   

MPLX LP, 4.00%, 2/15/25, Callable 11/15/24 @ 100

   

3,000

     

3,315

   

National Oilwell Varco, Inc., 3.60%, 12/1/29, Callable 9/1/29 @ 100

   

3,000

     

3,106

   

Newfield Exploration Co., 5.38%, 1/1/26, Callable 10/1/25 @ 100

   

1,500

     

1,637

   

Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100

   

5,955

     

6,773

   
NuStar Logistics LP
4.75%, 2/1/22, Callable 11/1/21 @ 100
   

3,000

     

3,057

   

5.75%, 10/1/25, Callable 7/1/25 @ 100

   

1,000

     

1,059

   

Occidental Petroleum Corp., 3.50%, 8/15/29, Callable 5/15/29 @ 100

   

2,093

     

1,942

   

ONEOK, Inc., 3.10%, 3/15/30, Callable 12/15/29 @ 100

   

3,000

     

3,111

   

Phillips 66 Partners LP, 3.55%, 10/1/26, Callable 7/1/26 @ 100

   

5,000

     

5,457

   

Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100

   

2,000

     

1,946

   

QEP Resources, Inc., 5.63%, 3/1/26, Callable 12/1/25 @ 100

   

6,000

     

6,690

   

Rockies Express Pipeline LLC, 4.95%, 7/15/29, Callable 4/15/29 @ 100 (b)

   

8,960

     

9,637

   

Sabal Trail Transmission LLC, 4.68%, 5/1/38, Callable 11/1/37 @ 100 (b)

   

5,000

     

5,938

   

See notes to financial statements.


17



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Sabine Pass Liquefaction LLC, 4.50%, 5/15/30, Callable 11/15/29 @ 100 (b)

 

$

3,000

   

$

3,491

   
Tallgrass Energy Partners LP/Tallgrass Energy Finance, 5.50%, 1/15/28,
Callable 1/15/23 @ 102.75 (b)
   

2,936

     

2,942

   

Transocean Pontus Ltd., 6.13%, 8/1/25, Callable 8/1/21 @ 104.59 (b)

   

520

     

492

   

Viper Energy Partners LP, 5.38%, 11/1/27, Callable 11/1/22 @ 102.69 (b)

   

3,500

     

3,673

   

Western Midstream Operating LP, 3.10%, 2/1/25, Callable 1/1/25 @ 100

   

3,365

     

3,485

   
     

169,590

   

Financials (10.1%):

 
American Equity Investment Life Holding Co., 5.00%, 6/15/27,
Callable 3/15/27 @ 100
   

4,000

     

4,547

   
American International Group, Inc., 8.17% (LIBOR03M+420bps), 5/15/68,
Callable 5/15/38 @ 100 (a)
   

2,000

     

2,923

   

Apollo Management Holdings LP, 2.65%, 6/5/30, Callable 3/5/30 @ 100 (b)

   

7,000

     

7,118

   

Associated Bancorp, 4.25%, 1/15/25, Callable 10/15/24 @ 100

   

10,000

     

10,789

   
Assurant, Inc.
4.90%, 3/27/28, Callable 12/27/27 @ 100
   

1,500

     

1,746

   

3.70%, 2/22/30, Callable 11/22/29 @ 100 (i)

   

5,000

     

5,562

   

Athene Global Funding, 2.45%, 8/20/27 (b)

   

5,000

     

5,267

   

Athene Holding Ltd., 6.15%, 4/3/30, Callable 1/3/30 @ 100

   

3,000

     

3,725

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

10,000

     

10,586

   
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29,
Callable 11/20/24 @ 100 (a)
   

4,286

     

4,376

   
BankUnited, Inc.
4.88%, 11/17/25, Callable 8/17/25 @ 100
   

5,000

     

5,729

   

5.13%, 6/11/30, Callable 3/11/30 @ 100

   

2,000

     

2,323

   
BOKF Merger Corp., 5.63% (LIBOR03M+317bps), 6/25/30,
Callable 6/25/25 @ 100 (a)
   

4,750

     

5,133

   
Citizens Financial Group, Inc.
4.15%, 9/28/22 (b)
   

7,000

     

7,369

   

2.64%, 9/30/32, Callable 7/2/32 @ 100 (b)

   

5,500

     

5,655

   

Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100 (i)

   

2,000

     

2,295

   

DAE Funding LLC, 4.50%, 8/1/22, Callable 3/12/21 @ 101.13 (b)

   

1,898

     

1,915

   
Eagle Bancorp, Inc., 5.00% (LIBOR03M+385bps), 8/1/26,
Callable 8/1/21 @ 100 (a)
   

10,000

     

10,085

   
First Citizens BancShares, Inc., 3.37% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (a)
   

3,000

     

3,053

   

First Financial Bancorp, 5.13%, 8/25/25

   

5,000

     

5,175

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

3,000

     

3,628

   

First Midwest Bancorp, Inc., 5.88%, 9/29/26, Callable 8/29/26 @ 100

   

5,000

     

5,718

   

FirstMerit Bank NA, 4.27%, 11/25/26

   

5,000

     

5,717

   

FNB Corp., 2.20%, 2/24/23, Callable 1/24/23 @ 100

   

3,175

     

3,241

   
Ford Motor Credit Co. LLC
4.13%, 8/17/27, Callable 6/17/27 @ 100
   

2,500

     

2,635

   

5.11%, 5/3/29, Callable 2/3/29 @ 100

   

2,555

     

2,811

   

4.00%, 11/13/30, Callable 8/13/30 @ 100

   

1,000

     

1,027

   

Fulton Financial Corp., 4.50%, 11/15/24 (i)

   

10,000

     

11,123

   

GA Global Funding Trust, 1.63%, 1/15/26 (b)

   

1,500

     

1,519

   

Glencore Funding LLC, 2.50%, 9/1/30, Callable 6/1/30 @ 100 (b)

   

3,000

     

3,028

   

Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (b)

   

3,972

     

4,366

   

Hilltop Holdings, Inc., 5.00%, 4/15/25, Callable 1/15/25 @ 100

   

5,000

     

5,150

   

See notes to financial statements.


18



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

ILFC E-Capital Trust I, 3.23%, 12/21/65, Callable 3/12/21 @ 100 (b)

 

$

6,225

   

$

4,827

   
JPMorgan Chase & Co., 2.96% (SOFR+252bps), 5/13/31,
Callable 5/13/30 @ 100 (a) (h)
   

3,000

     

3,202

   

Kemper Corp., 4.35%, 2/15/25, Callable 11/15/24 @ 100

   

5,000

     

5,539

   

KeyBank NA, 3.90%, 4/13/29

   

5,000

     

5,735

   

KeyCorp Capital II, 6.88%, 3/17/29 (i)

   

750

     

917

   
Level 3 Financing, Inc.
3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (b)
   

2,500

     

2,517

   

3.88%, 11/15/29, Callable 8/15/29 @ 100 (b)

   

1,500

     

1,650

   
Lincoln National Corp., 2.58% (LIBOR03M+236bps), 5/17/66,
Callable 2/25/21 @ 100 (a)
   

5,018

     

4,244

   
Main Street Capital Corp.
4.50%, 12/1/22
   

5,000

     

5,249

   

3.00%, 7/14/26, Callable 6/14/26 @ 100

   

3,000

     

3,000

   
MB Financial Bank NA, 4.00% (LIBOR03M+187bps), 12/1/27,
Callable 12/1/22 @ 100 (a)
   

7,717

     

7,986

   

Mercury General Corp., 4.40%, 3/15/27, Callable 12/15/26 @ 100

   

5,350

     

5,996

   

MetLife, Inc., 9.25%, 4/8/68, Callable 4/8/33 @ 100 (b)

   

5,000

     

7,619

   
Nationwide Mutual Insurance Co., 2.51% (LIBOR03M+229bps), 12/15/24,
Callable 3/12/21 @ 100 (a) (b)
   

10,235

     

10,178

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (a) (i)
   

4,000

     

4,134

   

OneBeacon U.S. Holdings, Inc., 4.60%, 11/9/22

   

10,025

     

10,633

   

Owl Rock Capital Corp., 3.40%, 7/15/26, Callable 6/15/26 @ 100

   

5,000

     

5,126

   

People's United Bank NA, 4.00%, 7/15/24, Callable 4/16/24 @ 100

   

9,000

     

9,713

   

Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (b)

   

5,000

     

5,895

   
PPL Capital Funding, Inc., 2.91% (LIBOR03M+267bps), 3/30/67,
Callable 3/12/21 @ 100 (a)
   

4,000

     

3,723

   

ProAssurance Corp., 5.30%, 11/15/23

   

1,500

     

1,608

   
Prudential Financial, Inc., 5.87% (LIBOR03M+418bps), 9/15/42,
Callable 9/15/22 @ 100 (a)
   

3,000

     

3,184

   
Regions Financial Corp., 5.75% (H15T5Y+543bps),
Callable 6/15/25 @ 100 (a) (f) (i)
   

2,000

     

2,228

   
Santander Holdings USA, Inc.
3.45%, 6/2/25, Callable 5/2/25 @ 100
   

3,000

     

3,264

   

4.40%, 7/13/27, Callable 4/14/27 @ 100

   

10,818

     

12,402

   

SL Green Operating Partnership LP, 3.25%, 10/15/22, Callable 9/15/22 @ 100

   

4,444

     

4,602

   
Sterling National Bank, 5.25% (LIBOR03M+394bps), 4/1/26,
Callable 4/1/21 @ 100 (a)
   

5,000

     

5,017

   
TCF National Bank
4.60%, 2/27/25
   

5,000

     

5,273

   

4.13% (LIBOR03M+238bps), 7/2/29, Callable 7/2/24 @ 100 (a)

   

5,000

     

4,927

   

Texas Capital Bank NA, 5.25%, 1/31/26

   

10,225

     

10,966

   
The Allstate Corp., 5.75% (LIBOR03M+294bps), 8/15/53,
Callable 8/15/23 @ 100 (a)
   

10,000

     

10,770

   
The Hartford Financial Services Group, Inc., 2.35% (LIBOR03M+213bps),
2/12/67, Callable 3/12/21 @ 100 (a) (b)
   

10,000

     

9,179

   

TIAA FSB Holdings, Inc., 5.75%, 7/2/25, Callable 6/2/25 @ 100

   

10,000

     

10,644

   

Towne Bank, 4.50% (LIBOR03M+255bps), 7/30/27, Callable 7/30/22 @ 100 (a)

   

4,643

     

4,730

   

See notes to financial statements.


19



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Truist Bank
0.89% (LIBOR03M+67bps), 5/15/27, Callable 3/12/21 @ 100 (a)
 

$

5,000

   

$

4,782

   

2.25%, 3/11/30, Callable 12/11/29 @ 100

   

1,500

     

1,547

   

Truist Financial Corp., 5.10% (H15T10Y+435bps), Callable 3/1/30 @ 100 (a) (f)

   

4,000

     

4,521

   
Wells Fargo & Co.
3.90% (H15T5Y+3bps), Callable 3/15/26 @ 100 (a)
   

5,000

     

5,000

   

2.57% (LIBOR03M+100bps), 2/11/31, Callable 2/11/30 @ 100, MTN (a)

   

4,000

     

4,175

   

Wintrust Financial Corp., 5.00%, 6/13/24

   

3,500

     

3,827

   
     

375,863

   

Health Care (2.0%):

 

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

   

2,000

     

2,211

   

Bausch Health Cos., Inc., 5.00%, 2/15/29, Callable 2/15/24 @ 102.5 (b)

   

500

     

512

   
Bayer U.S. Finance II LLC
2.85%, 4/15/25, Callable 1/15/25 @ 100 (b)
   

4,405

     

4,660

   

4.63%, 6/25/38, Callable 12/25/37 @ 100 (b)

   

5,000

     

6,010

   

Baylor Scott & White Holdings, 2.65%, 11/15/26, Callable 8/15/26 @ 100

   

5,000

     

5,337

   

Bon Secours Charity Health System, Inc., 5.25%, 11/1/25

   

5,000

     

5,775

   

Boston Medical Center Corp., 3.91%, 7/1/28

   

3,000

     

3,410

   

CVS Health Corp., 4.88%, 7/20/35, Callable 1/20/35 @ 100

   

5,000

     

6,327

   

CVS Pass-Through Trust, 5.93%, 1/10/34 (b)

   

7,368

     

8,832

   

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

1,500

     

1,645

   

Eastern Maine Healthcare Systems, 3.71%, 7/1/26

   

13,720

     

14,374

   
Fresenius Medical Care U.S. Finance III, Inc., 3.75%, 6/15/29,
Callable 3/15/29 @ 100 (b)
   

3,000

     

3,322

   

Mednax, Inc., 6.25%, 1/15/27, Callable 1/15/22 @ 104.69 (b)

   

3,000

     

3,209

   

Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100

   

4,778

     

5,646

   

SSM Health Care Corp., 3.82%, 6/1/27, Callable 3/1/27 @ 100

   

4,000

     

4,687

   
     

75,957

   

Industrials (5.1%):

 

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

   

3,000

     

2,977

   
Air Lease Corp.
3.63%, 12/1/27, Callable 9/1/27 @ 100
   

5,000

     

5,452

   

3.13%, 12/1/30, Callable 9/1/30 @ 100

   

5,000

     

5,115

   

Aircastle Ltd., 4.25%, 6/15/26, Callable 4/15/26 @ 100

   

5,000

     

5,365

   
Alaska Airlines Pass Through Trust
8.00%, 2/15/27 (b)
   

4,000

     

4,429

   

4.80%, 2/15/29 (b)

   

6,000

     

6,689

   
American Airlines Pass Through Trust
4.00%, 1/15/27
   

5,447

     

4,998

   

3.60%, 4/15/31

   

1,729

     

1,558

   
Ashtead Capital, Inc.
5.25%, 8/1/26, Callable 8/1/21 @ 103.94 (b)
   

2,500

     

2,636

   

4.25%, 11/1/29, Callable 11/1/24 @ 102.13 (b)

   

1,615

     

1,776

   

Aviation Capital Group LLC, 5.50%, 12/15/24, Callable 11/15/24 @ 100 (b)

   

5,000

     

5,651

   
British Airways Pass Through Trust
4.63%, 12/20/25 (b)
   

9,373

     

9,649

   

3.35%, 12/15/30 (b)

   

2,379

     

2,299

   

Continental Airlines Pass Through Trust, 4.15%, 10/11/25

   

6,939

     

7,073

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (b)

   

3,000

     

3,096

   

Delta Air Lines Pass Through Trust, 2.50%, 12/10/29

   

4,774

     

4,563

   

See notes to financial statements.


20



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

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

 

$

500

   

$

579

   

Delta Air Lines, Inc./Skymiles IP Ltd., 4.75%, 10/20/28 (b)

   

12,032

     

13,327

   

FedEx Corp., 3.90%, 2/1/35

   

5,000

     

5,828

   

Hawaiian Airlines Pass Through Certificates, 3.90%, 7/15/27 (i)

   

6,333

     

6,082

   
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd.,
5.75%, 1/20/26, Callable 1/20/24 @ 102.88 (b) (c)
   

1,000

     

1,038

   

JetBlue Pass Through Trust, 7.75%, 5/15/30

   

5,000

     

5,684

   

Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100

   

7,900

     

8,807

   
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35,
Callable 9/1/35 @ 100
   

1,475

     

1,553

   

Molex Electronic Technologies LLC, 3.90%, 4/15/25, Callable 1/15/25 @ 100 (b)

   

5,000

     

5,139

   

Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100

   

10,000

     

11,813

   

Spirit Aerosysytems, Inc., 7.50%, 4/15/25, Callable 4/15/22 @ 103.75 (b)

   

1,187

     

1,273

   
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., 8.00%, 9/20/25,
Callable 9/20/23 @ 104 (b)
   

4,375

     

4,963

   
The Boeing Co.
5.15%, 5/1/30, Callable 2/1/30 @ 100
   

14,000

     

16,603

   

3.63%, 2/1/31, Callable 11/1/30 @ 100

   

5,000

     

5,379

   

5.81%, 5/1/50, Callable 11/1/49 @ 100

   

3,000

     

3,946

   

The Timken Co., 4.50%, 12/15/28, Callable 9/15/28 @ 100

   

5,658

     

6,256

   

U.S. Airways (INS — MBIA Insurance Corp.), 7.08%, 9/20/22

   

261

     

259

   
U.S. Airways Pass Through Trust
6.25%, 10/22/24
   

1,933

     

1,896

   

7.13%, 4/22/25

   

1,295

     

1,289

   

3.95%, 5/15/27

   

5,806

     

5,595

   
United Airlines Pass Through Trust
4.63%, 3/3/24
   

3,747

     

3,768

   

4.30%, 2/15/27

   

3,514

     

3,640

   

3.50%, 11/1/29

   

4,780

     

4,498

   
     

192,541

   

Information Technology (0.7%):

 

Amphenol Corp., 2.80%, 2/15/30, Callable 11/15/29 @ 100

   

2,000

     

2,166

   

Apple, Inc., 2.40%, 8/20/50, Callable 6/20/50 @ 100

   

3,000

     

2,869

   

Broadcom, Inc., 2.60%, 2/15/33, Callable 11/15/32 @ 100 (b)

   

5,000

     

4,961

   

Dell International LLC/EMC Corp., 5.30%, 10/1/29, Callable 7/1/29 @ 100 (b)

   

3,000

     

3,612

   

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

   

4,000

     

4,345

   

Keysight Technologies, Inc., 3.00%, 10/30/29, Callable 7/30/29 @ 100

   

2,632

     

2,901

   

Switch Ltd., 3.75%, 9/15/28, Callable 9/15/23 @ 101.88 (b)

   

1,000

     

1,023

   
VMware, Inc.
3.90%, 8/21/27, Callable 5/21/27 @ 100
   

4,000

     

4,483

   

4.70%, 5/15/30, Callable 2/15/30 @ 100

   

3,000

     

3,545

   
     

29,905

   

Materials (0.6%):

 

Cabot Corp., 4.00%, 7/1/29, Callable 4/1/29 @ 100

   

3,000

     

3,228

   

CF Industries, Inc., 4.50%, 12/1/26 (b)

   

3,000

     

3,561

   

LYB International Finance III LLC, 3.38%, 5/1/30, Callable 2/1/30 @ 100

   

3,000

     

3,318

   

Mosaic Co., 5.45%, 11/15/33, Callable 5/15/33 @ 100 (h)

   

1,500

     

1,881

   

Reliance Steel & Aluminum Co., 2.15%, 8/15/30, Callable 5/15/30 @ 100

   

1,500

     

1,512

   

Southern Copper Corp., 3.88%, 4/23/25

   

2,000

     

2,212

   

See notes to financial statements.


21



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Westlake Chemical Corp., 3.60%, 8/15/26, Callable 5/15/26 @ 100

 

$

3,000

   

$

3,351

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (h)

   

5,000

     

5,440

   
     

24,503

   

Real Estate (2.2%):

 

Boston Properties LP, 2.90%, 3/15/30, Callable 12/15/29 @ 100

   

11,500

     

12,155

   
Columbia Property Trust Operating Partnership, 3.65%, 8/15/26,
Callable 5/15/26 @ 100
   

6,500

     

6,763

   
Crown Castle International Corp.
4.30%, 2/15/29, Callable 11/15/28 @ 100
   

3,000

     

3,503

   

3.30%, 7/1/30, Callable 4/1/30 @ 100

   

2,000

     

2,196

   

Federal Realty Investment Trust, 3.50%, 6/1/30, Callable 3/1/30 @ 100

   

3,000

     

3,327

   

GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/30, Callable 10/15/29 @ 100

   

8,476

     

9,218

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

5,643

     

5,829

   

Hudson Pacific Properties LP, 3.95%, 11/1/27, Callable 8/1/27 @ 100

   

5,000

     

5,472

   
Keenan Development Associates of Tennessee LLC (INS —
XL Capital Assurance), 5.02%, 7/15/28 (b)
   

333

     

355

   

Kilroy Realty LP, 2.50%, 11/15/32, Callable 8/15/32 @ 100

   

5,000

     

4,967

   
MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc.,
3.88%, 2/15/29, Callable 11/15/28 @ 100 (b)
   

1,250

     

1,273

   

Nationwide Health Properties, Inc., 6.90%, 10/1/37, MTN

   

2,000

     

2,534

   

Office Properties Income Trust, 4.00%, 7/15/22, Callable 6/15/22 @ 100

   

5,000

     

5,121

   

Physicians Realty LP, 4.30%, 3/15/27, Callable 12/15/26 @ 100

   

6,500

     

7,243

   

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

   

3,000

     

3,389

   

SBA Tower Trust, 2.33%, 7/15/52 (b)

   

3,000

     

3,087

   

The Howard Hughes Corp., 4.38%, 2/1/31, Callable 2/1/26 @ 102.19 (b) (c)

   

2,500

     

2,492

   
Washington Real Estate Investment Trust, 3.95%, 10/15/22,
Callable 7/15/22 @ 100
   

5,000

     

5,201

   
     

84,125

   

Utilities (1.0%):

 

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

1,500

     

1,698

   
Duquesne Light Holdings, Inc.
5.90%, 12/1/21 (b)
   

2,500

     

2,598

   

3.62%, 8/1/27, Callable 5/1/27 @ 100 (b)

   

5,150

     

5,765

   

Entergy Corp., 2.80%, 6/15/30, Callable 3/15/30 @ 100

   

3,000

     

3,211

   

ITC Holdings Corp., 3.35%, 11/15/27, Callable 8/15/27 @ 100

   

3,750

     

4,215

   

National Fuel Gas Co., 3.95%, 9/15/27, Callable 6/15/27 @ 100

   

4,000

     

4,313

   

Spire, Inc., 3.54%, 2/27/24, Callable 12/27/23 @ 100

   

2,270

     

2,366

   

The AES Corp., 2.45%, 1/15/31, Callable 10/15/30 @ 100 (b)

   

1,000

     

1,002

   
The Cleveland Electric Illuminating Co., 4.55%, 11/15/30,
Callable 8/15/30 @ 100 (b)
   

3,000

     

3,405

   

Vistra Operations Co. LLC, 4.30%, 7/15/29, Callable 4/15/29 @ 100 (b)

   

3,000

     

3,422

   
WEC Energy Group, Inc., 2.33% (LIBOR03M+211bps), 5/15/67,
Callable 3/12/21 @ 100 (a)
   

4,500

     

4,060

   
     

36,055

   

Total Corporate Bonds (Cost $1,024,861)

   

1,115,584

   

See notes to financial statements.


22



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Yankee Dollars (6.6%)

 

Consumer Discretionary (0.1%):

 

Ascot Group Ltd., 4.25%, 12/15/30, Callable 12/15/25 @ 100 (b)

 

$

1,429

   

$

1,498

   

IHO Verwaltungs GmbH PIK, 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (b) (j)

   

3,785

     

4,190

   
     

5,688

   

Consumer Staples (0.6%):

 

Anheuser-Busch InBev Worldwide, Inc., 3.75%, 7/15/42

   

5,000

     

5,486

   

Bacardi Ltd., 2.75%, 7/15/26, Callable 4/15/26 @ 100 (b)

   

3,000

     

3,231

   

Becle SAB de CV, 3.75%, 5/13/25 (b)

   

10,000

     

10,879

   
Imperial Brands Finance PLC
4.25%, 7/21/25, Callable 4/21/25 @ 100 (b)
   

3,000

     

3,358

   

3.50%, 7/26/26, Callable 5/26/26 @ 100 (b)

   

5,000

     

5,485

   
     

28,439

   

Energy (0.4%):

 
Aker BP ASA
4.75%, 6/15/24, Callable 6/15/21 @ 102.38 (b)
   

2,494

     

2,572

   

2.88%, 1/15/26, Callable 12/15/25 @ 100 (b)

   

2,188

     

2,259

   

Canadian Natural Resources Ltd., 2.95%, 7/15/30, Callable 4/15/30 @ 100

   

4,000

     

4,160

   

Equinor ASA, 3.13%, 4/6/30, Callable 1/6/30 @ 100

   

3,000

     

3,328

   

Transocean Guardian Ltd., 5.88%, 1/15/24, Callable 7/15/21 @ 102.94 (b)

   

725

     

647

   

Transocean Poseidon Ltd., 6.88%, 2/1/27, Callable 2/1/22 @ 105.16 (b)

   

1,500

     

1,373

   

Transocean Sentry Ltd., 5.38%, 5/15/23, Callable 5/16/21 @ 102.67 (b)

   

1,441

     

1,319

   
     

15,658

   

Financials (3.0%):

 

ABN AMRO Bank NV, 4.75%, 7/28/25 (b)

   

5,000

     

5,741

   
Allied World Assurance Co. Holdings Ltd., 4.35%, 10/29/25, Callable
7/29/25 @ 100
   

5,000

     

5,447

   

Athene Holding Ltd., 4.13%, 1/12/28, Callable 10/12/27 @ 100

   

5,000

     

5,585

   
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero
Santand, 5.38%, 4/17/25 (b)
   

2,143

     

2,453

   

Bank of Montreal, 3.80% (USSW5+143bps), 12/15/32, Callable 12/15/27 @ 100 (a)

   

3,750

     

4,284

   
BNP Paribas SA
4.38%, 5/12/26 (b)
   

3,000

     

3,422

   

4.63%, 3/13/27 (b)

   

3,000

     

3,493

   

BP Capital Markets PLC, 4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (a) (f)

   

5,000

     

5,315

   
Brookfield Finance, Inc.
4.35%, 4/15/30, Callable 1/15/30 @ 100
   

2,500

     

2,962

   

3.50%, 3/30/51, Callable 9/30/50 @ 100

   

2,000

     

2,074

   
Credit Suisse Group AG, 4.19% (SOFR+373bps), 4/1/31,
Callable 4/1/30 @ 100 (a) (b)
   

2,000

     

2,314

   
Danske Bank A/S, 3.24% (LIBOR03M+159bps), 12/20/25,
Callable 12/20/24 @ 100 (a) (b)
   

3,500

     

3,763

   

Element Fleet Management Corp., 3.85%, 6/15/25, Callable 5/15/25 @ 100 (b)

   

3,000

     

3,201

   

HSBC Holdings PLC, 3.90%, 5/25/26

   

3,000

     

3,395

   
Lloyds Banking Group PLC, 3.57% (LIBOR03M+121bps), 11/7/28,
Callable 11/7/27 @ 100 (a)
   

3,500

     

3,898

   

Nationwide Building Society, 4.00%, 9/14/26 (b)

   

5,000

     

5,599

   

See notes to financial statements.


23



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Natwest Group PLC, 3.07% (H15T1Y+255bps), 5/22/28,
Callable 5/22/27 @ 100 (a)
 

$

3,000

   

$

3,239

   
QBE Capital Funding III Ltd., 7.25% (USSW10+405bps), 5/24/41,
Callable 3/8/21 @ 101 (a) (b)
   

10,056

     

10,184

   
Royal Bank of Scotland Group PLC
6.13%, 12/15/22
   

9,000

     

9,839

   

5.08% (LIBOR03M+191bps), 1/27/30, Callable 1/27/29 @ 100 (a)

   

2,000

     

2,405

   

Santander UK PLC, 5.00%, 11/7/23 (b)

   

4,221

     

4,655

   
Standard Chartered PLC, 4.87% (LIBOR03M+197bps), 3/15/33,
Callable 3/15/28 @ 100 (a) (b)
   

7,500

     

8,378

   
Westpac Banking Corp., 4.11% (H15T5Y+200bps), 7/24/34,
Callable 7/24/29 @ 100 (a)
   

5,000

     

5,603

   
     

107,249

   

Health Care (0.1%):

 

Royalty Pharma PLC, 2.20%, 9/2/30, Callable 6/2/30 @ 100 (b)

   

2,333

     

2,354

   

Industrials (1.5%):

 
Air Canada Pass Through Trust
5.38%, 11/15/22 (b)
   

2,311

     

2,311

   

3.88%, 9/15/24 (b)

   

6,242

     

6,106

   

4.13%, 11/15/26 (b)

   

6,661

     

6,423

   

3.75%, 6/15/29 (b)

   

4,698

     

4,788

   

Ashtead Capital, Inc., 4.13%, 8/15/25, Callable 2/25/21 @ 103.09 (b)

   

2,500

     

2,570

   
Avolon Holdings Funding Ltd.
5.50%, 1/15/26, Callable 12/15/25 @ 100 (b)
   

2,500

     

2,834

   

3.25%, 2/15/27, Callable 12/15/26 @ 100 (b)

   

2,550

     

2,616

   

BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (b)

   

5,000

     

5,577

   

CK Hutchison International Ltd., 2.75%, 9/6/29, Callable 6/6/29 @ 100 (b)

   

4,000

     

4,251

   

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (b)

   

2,000

     

2,193

   

Heathrow Funding Ltd., 4.88%, 7/15/21 (b)

   

7,254

     

7,387

   

Latam Airlines Pass Through Trust, 4.20%, 8/15/29

   

2,615

     

2,474

   

Rolls-Royce PLC, 5.75%, 10/15/27, Callable 7/15/27 @ 100 (b)

   

2,333

     

2,521

   

Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (b)

   

2,000

     

2,216

   
     

54,267

   

Materials (0.3%):

 
Teck Resources Ltd.
3.75%, 2/1/23, Callable 11/1/22 @ 100
   

5,000

     

5,159

   

6.13%, 10/1/35

   

3,000

     

3,853

   

Yara International ASA, 3.80%, 6/6/26, Callable 3/6/26 @ 100 (b)

   

4,000

     

4,425

   
     

13,437

   

Real Estate (0.1%):

 
Ontario Teachers' Cadillac Fairview Properties Trust, 4.13%, 2/1/29,
Callable 11/1/28 @ 100 (b)
   

4,167

     

4,763

   

Sovereign Bond (0.1%):

 
Bermuda Government International Bond, 2.38%, 8/20/30,
Callable 5/20/30 @ 100 (b)
   

3,000

     

3,109

   

Korea International Bond, 1.00%, 9/16/30 (i)

   

1,000

     

971

   
     

4,080

   

See notes to financial statements.


24



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Utilities (0.4%):

 

Comision Federal de Electricidad, 4.75%, 2/23/27 (b)

 

$

5,000

   

$

5,644

   

Empresa Electrica Cochrane SpA, 5.50%, 5/14/27 (b) (i)

   

2,257

     

2,394

   

Fortis, Inc., 3.06%, 10/4/26, Callable 7/4/26 @ 100

   

3,192

     

3,497

   
     

11,535

   

Total Yankee Dollars (Cost $229,055)

   

247,470

   

Municipal Bonds (5.0%)

 

Alabama (0.1%):

 
Auburn University Revenue, Series C, 1.85%, 6/1/31, Continuously
Callable @100
   

750

     

765

   

City of Trussville AL, GO, Series B, 1.78%, 10/1/31, Continuously Callable @100

   

1,000

     

1,005

   

The Water Works Board of The City of Birmingham Revenue, 2.60%, 1/1/27

   

2,000

     

2,196

   
     

3,966

   

Arizona (0.2%):

 

City of Phoenix Civic Improvement Corp. Revenue, 2.37%, 7/1/25

   

1,500

     

1,561

   
City of Phoenix Civic Improvement Corp. Revenue, Build America Bond
1.59%, 7/1/29
   

2,000

     

2,036

   

1.84%, 7/1/31, Continuously Callable @100

   

1,000

     

1,022

   

The University of Arizona Revenue, Build America Bond, Series A, 1.82%, 6/1/30

   

3,070

     

3,060

   
     

7,679

   

California (0.2%):

 
City of Los Angeles Department of Airports Revenue, Series C, 1.96%, 5/15/33,
Continuously Callable @100 (c)
   

675

     

672

   
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 3.23%, 8/1/27
   

5,000

     

5,605

   
     

6,277

   

Colorado (0.2%):

 
City & County of Denver Co. Airport System Revenue,
Series C, 2.52%, 11/15/32, Continuously Callable @100
   

5,000

     

5,006

   
Park Creek Metropolitan District Revenue
Series B, 2.89%, 12/1/27
   

660

     

724

   

Series B, 2.99%, 12/1/28

   

1,000

     

1,103

   
     

6,833

   

Connecticut (0.1%):

 

Connecticut State Development Authority Revenue, 5.50%, 4/1/21

   

3,000

     

3,025

   

State of Connecticut, GO, Series A, 2.42%, 7/1/27

   

1,000

     

1,078

   
     

4,103

   

District of Columbia (0.0%): (k)

 
District of Columbia Revenue
2.25%, 4/1/27
   

800

     

836

   

2.68%, 4/1/31

   

1,500

     

1,592

   
     

2,428

   

See notes to financial statements.


25



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Florida (0.2%):

 

City of Gainesville Florida Revenue, 2.04%, 10/1/30

 

$

2,500

   

$

2,509

   
County of Miami-Dade Florida Aviation Revenue, Series B, 2.61%, 10/1/32,
Continuously Callable @100
   

1,000

     

1,011

   
County of Miami-Dade Florida Transit System Revenue, Build America Bond,
Series B, 4.59%, 7/1/21
   

3,300

     

3,354

   
     

6,874

   

Hawaii (0.5%):

 
State of Hawaii Department of Business Economic Development & Tourism
Revenue, Series A2, 3.24%, 1/1/31
   

13,864

     

14,868

   

Illinois (0.1%):

 

Chicago O'Hare International Airport Revenue, Series D, 2.45%, 1/1/31

   

2,000

     

2,048

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue,
Series B, 3.10%, 12/1/30
   

750

     

808

   

Illinois Finance Authority Revenue, 5.45%, 8/1/38

   

1,500

     

1,657

   
     

4,513

   

Indiana (0.0%): (k)

 
Indiana Finance Authority Revenue
3.08%, 9/15/27
   

1,130

     

1,104

   

3.18%, 9/15/28

   

1,000

     

970

   
     

2,074

   

Louisiana (0.0%): (k)

 

Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30

   

1,750

     

1,763

   

Maryland (0.5%):

 
Maryland Economic Development Corp. Revenue
Series B, 4.05%, 6/1/27
   

2,295

     

2,471

   

Series B, 4.15%, 6/1/28

   

2,390

     

2,591

   

Series B, 4.25%, 6/1/29

   

2,490

     

2,723

   

Series B, 4.35%, 6/1/30

   

1,330

     

1,465

   

Series B, 4.40%, 6/1/31

   

1,385

     

1,532

   
Maryland Stadium Authority Revenue
Series C, 1.76%, 5/1/27
   

1,715

     

1,757

   

Series C, 1.91%, 5/1/28

   

4,770

     

4,896

   
     

17,435

   

Massachusetts (0.1%):

 

Massachusetts Development Finance Agency Revenue, Series B, 4.00%, 6/1/24

   

610

     

633

   
Massachusetts State College Building Authority Revenue, Series A,
1.80%, 5/1/29
   

3,000

     

3,028

   
     

3,661

   

Michigan (0.1%):

 

Michigan Finance Authority Revenue, 2.95%, 12/1/30

   

2,500

     

2,717

   

New Jersey (0.7%):

 
City of Atlantic, GO
Series A, 4.23%, 9/1/25
   

2,525

     

2,754

   

Series A, 4.29%, 9/1/26

   

2,410

     

2,660

   

See notes to financial statements.


26



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
New Jersey Economic Development Authority Revenue
Series C, 5.71%, 6/15/30
 

$

2,500

   

$

3,114

   

Series NNN, 3.47%, 6/15/27

   

5,000

     

5,344

   

New Jersey Transportation Trust Fund Authority Revenue, 2.63%, 6/15/24

   

1,100

     

1,153

   
New Jersey Transportation Trust Fund Authority Revenue, Build America Bond,
Series C, 5.75%, 12/15/28
   

3,000

     

3,568

   

Rutgers The State University of New Jersey Revenue, Series S, 1.76%, 5/1/29

   

2,000

     

2,007

   
South Jersey Transportation Authority Revenue
Series B, 3.12%, 11/1/26
   

450

     

469

   

Series B, 3.36%, 11/1/28

   

1,375

     

1,442

   
     

22,511

   

New York (0.4%):

 
Metropolitan Transportation Authority Revenue, Build America Bond,
6.73%, 11/15/30
   

5,000

     

6,380

   

New York City Industrial Development Agency Revenue, 2.68%, 3/1/33

   

1,000

     

1,030

   

New York State Dormitory Authority Revenue, Series A, 2.01%, 7/1/28

   

750

     

770

   

New York State Thruway Authority Revenue, 2.50%, 1/1/27

   

1,200

     

1,283

   

New York Transportation Development Corp. Revenue, 1.36%, 12/1/21

   

1,250

     

1,248

   
State of New York Mortgage Agency Revenue, 4.20%, 10/1/27, Continuously
Callable @100
   

2,920

     

2,966

   

Town of Oyster Bay, GO, 3.95%, 2/1/21

   

1,500

     

1,500

   
     

15,177

   

North Carolina (0.0%): (k)

 

City of Winston-Salem NC Revenue, Series B, 2.64%, 6/1/29

   

1,140

     

1,256

   

Ohio (0.2%):

 

City of Cleveland Airport System Revenue, Series A, 2.69%, 1/1/27

   

5,000

     

5,161

   

Oklahoma (0.3%):

 

Oklahoma Development Finance Authority Revenue, Series C, 5.45%, 8/15/28

   

7,951

     

9,151

   
The University of Oklahoma Revenue, Series C, 2.45%, 7/1/32, Continuously
Callable @100
   

1,200

     

1,231

   
     

10,382

   

Oregon (0.0%): (k)

 

Medford Hospital Facilities Authority Revenue, Series B, 1.88%, 8/15/25

   

500

     

512

   

Pennsylvania (0.3%):

 
City of Bethlehem, GO (NBGA — Federal Agricultural Mortgage Corporation)
Series A, 2.46%, 10/1/26
   

2,570

     

2,753

   

Series A, 2.55%, 10/1/27

   

2,655

     

2,852

   
City of Philadelphia PA Water & Wastewater Revenue
Series B, 1.73%, 11/1/28
   

1,000

     

989

   

Series B, 1.88%, 11/1/29

   

1,000

     

990

   

City of Philadelphia, GO, Series A, 2.71%, 7/15/29

   

1,000

     

1,053

   
City of Pittsburgh PA, GO
Series B, 1.62%, 9/1/29
   

1,570

     

1,567

   

Series B, 1.80%, 9/1/31, Continuously Callable @100

   

1,200

     

1,185

   

See notes to financial statements.


27



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Pennsylvania Economic Development Financing Authority Revenue
2.62%, 3/1/29
 

$

1,855

   

$

1,916

   

Series B, 3.20%, 11/15/27

   

1,000

     

1,090

   

Public Parking Authority of Pittsburgh Revenue, 2.23%, 12/1/28

   

730

     

742

   
     

15,137

   

South Dakota (0.1%):

 
South Dakota Health & Educational Facilities Authority Revenue
Series B, 2.59%, 7/1/25
   

1,000

     

1,059

   

Series B, 2.80%, 7/1/26

   

2,735

     

2,928

   
     

3,987

   

Texas (0.4%):

 
Central Texas Regional Mobility Authority Revenue, Build America Bond,
Series C, 2.19%, 1/1/29
   

855

     

859

   

City of Dallas Waterworks & Sewer System Revenue, 1.50%, 10/1/27

   

850

     

881

   
City of Houston Airport System Revenue, Series C, 2.39%, 7/1/31, Continuously
Callable @100
   

2,000

     

2,051

   
Dallas/Fort Worth International Airport Revenue, 2.25%, 11/1/31, Continuously
Callable @100
   

2,585

     

2,643

   

Gainesville Hospital District, GO, 4.56%, 8/15/21

   

1,480

     

1,497

   
Harris County Cultural Education Facilities Finance Corp. Revenue
2.36%, 11/15/26
   

1,250

     

1,270

   

2.79%, 11/15/29

   

1,385

     

1,418

   

Series B, 1.27%, 7/1/25

   

850

     

853

   

Series B, 2.71%, 5/15/27

   

1,600

     

1,685

   

Series B, 2.76%, 5/15/28

   

2,000

     

2,104

   

Series B, 2.30%, 7/1/35

   

500

     

473

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue,
2.41%, 9/1/31, Continuously Callable @100
   

1,000

     

1,012

   

Texas State University System Revenue, Series B, 2.54%, 3/15/28

   

2,775

     

2,982

   

Waco Educational Finance Corp. Revenue, 1.79%, 3/1/29

   

1,500

     

1,538

   
     

21,266

   

Wisconsin (0.3%):

 

State of Wisconsin Revenue, Series A, 2.35%, 5/1/29

   

6,000

     

6,492

   

Total Municipal Bonds (Cost $176,148)

   

187,072

   

U.S. Government Agency Mortgages (3.3%)

 
Federal Home Loan Mortgage Corp.
Series K017, Class X1, 1.28%, 12/25/21 (d) (e)
   

34,067

     

194

   

Series K019, Class X1, 1.58%, 3/25/22 (d) (e)

   

19,024

     

210

   

Series K023, Class X1, 1.22%, 8/25/22 (d) (e)

   

63,937

     

1,036

   

Series K025, Class X1, 0.80%, 10/25/22 (d) (e)

   

62,299

     

637

   

Series KC02, Class A2, 3.37%, 7/25/25 (h)

   

5,000

     

5,365

   

Series K099, Class A2, 2.60%, 9/25/29

   

20,000

     

22,113

   

Series K102, Class A2, 2.54%, 10/25/29

   

14,000

     

15,419

   

Series K110, Class X1, 1.70%, 4/25/30 (d) (e)

   

15,290

     

2,021

   

Series K111, Class X1, 1.57%, 5/25/30 (d) (e)

   

11,600

     

1,473

   

See notes to financial statements.


28



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Series K114, Class X1, 1.12%, 6/25/30 (d) (e)

 

$

43,370

   

$

4,011

   

Series K113, Class X1, 1.39%, 6/25/30 (d) (e)

   

(l)

   

(l)

 

Series K116, Class X1, 1.43%, 7/25/30 (d) (e)

   

24,994

     

2,899

   

Series K117, Class X1, 1.24%, 8/25/30 (d) (e)

   

49,470

     

4,927

   

5.50%, 4/1/36

   

45

     

50

   
     

60,355

   
Federal National Mortgage Association
Series M7, Class A2, 2.96%, 2/25/27 (d)
   

2,500

     

2,773

   

2.50%, 7/1/27 — 11/1/34 (h)

   

15,388

     

16,154

   

4.00%, 8/1/49 — 2/1/50 (h)

   

23,178

     

24,850

   

3.50%, 9/1/49 — 2/1/50 (h)

   

18,664

     

19,814

   
     

63,591

   

Total U.S. Government Agency Mortgages (Cost $117,883)

   

123,946

   

U.S. Treasury Obligations (14.2%)

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

33,000

     

30,118

   

2.50%, 2/15/45 (h)

   

33,000

     

37,723

   

3.38%, 11/15/48 (h)

   

33,000

     

44,380

   

0.25%, 2/15/50

   

27,500

     

32,251

   

1.25%, 5/15/50

   

15,000

     

12,926

   
U.S. Treasury Notes
0.25%, 10/31/25
   

37,500

     

37,216

   

0.38%, 11/30/25

   

32,500

     

32,426

   

2.38%, 5/15/27 (h)

   

30,000

     

33,197

   

0.38%, 7/31/27

   

43,500

     

42,613

   

0.63%, 11/30/27

   

34,000

     

33,703

   

0.75%, 1/31/28

   

5,000

     

   

1.63%, 8/15/29 (h)

   

85,000

     

89,674

   

0.13%, 7/15/30

   

49,000

     

55,886

   

0.63%, 8/15/30

   

28,000

     

26,858

   

0.88%, 11/15/30

   

27,000

     

26,456

   

Total U.S. Treasury Obligations (Cost $527,394)

   

535,427

   

Commercial Paper (6.9%)

 
Albemarle Corp.
0.57%, 2/4/21 (b) (m)
   

9,000

     

8,999

   

0.44%, 3/2/21 (b) (m)

   

20,000

     

19,993

   

0.44%, 3/3/21 (b) (m)

   

8,000

     

7,997

   

American Transmission Co. LLC, 0.27%, 2/1/21 (b) (m)

   

16,000

     

16,000

   

Cabot Corp., 0.45%, 2/1/21 (b) (m)

   

11,000

     

11,000

   
CenterPoint Energy Resources Corp.
0.35%, 2/1/21 (b) (m)
   

3,000

     

3,000

   

0.35%, 2/1/21 (b) (m)

   

5,200

     

5,200

   

Duke Energy Corp., 0.25%, 2/1/21 (b) (m)

   

7,100

     

7,100

   
Enable Midstream Partners LP
0.63%, 2/3/21 (b) (m)
   

5,360

     

5,360

   

0.48%, 2/8/21 (b) (m)

   

17,600

     

17,598

   

See notes to financial statements.


29



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 
FMC Corp.
1.64%, 2/1/21 (b) (m)
 

$

35,000

   

$

34,997

   

0.70%, 2/24/21 (b) (m)

   

1,000

     

1,000

   

Glencore Funding LLC, 0.37%, 2/10/21 (b) (m)

   

5,000

     

4,999

   

Hannover Funding Co. LLC, 0.99%, 2/1/21 (b) (m)

   

6,500

     

6,500

   
Jabil, Inc.
1.19%, 2/2/21 (b) (m)
   

20,000

     

19,999

   

1.00%, 2/3/21 (b) (m)

   

2,600

     

2,600

   

0.66%, 2/22/21 (b) (m)

   

15,000

     

14,994

   

LyondellBasell Investment LLC, 0.23%, 2/4/21 (b) (m)

   

3,462

     

3,462

   
Ovintiv, Inc.
2.52%, 2/1/21 (b) (m)
   

13,000

     

12,999

   

1.68%, 2/2/21 (b) (m)

   

6,000

     

5,999

   

1.12%, 2/16/21 (b) (m)

   

10,000

     

9,995

   

1.12%, 2/26/21 (b) (m)

   

1,100

     

1,099

   

Plains All America Pipeline, 0.25%, 2/3/21 (b) (m)

   

21,000

     

21,000

   
Plains Midstream Canada
0.90%, 2/2/21 (b) (m)
   

3,000

     

3,000

   

0.75%, 2/3/21 (b) (m)

   

13,600

     

13,599

   

Total Commercial Paper (Cost $258,498)

   

258,489

   

Collateral for Securities Loaned^ (0.1%)

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (n)
   

2,490,258

     

2,490

   
Goldman Sachs Financial Square Government Fund Institutional Shares,
0.03% (n)
   

15,383

     

15

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (n)

   

2,621,754

     

2,622

   

Total Collateral for Securities Loaned (Cost $5,127)

   

5,127

   

Total Investments (Cost $3,580,147) — 99.4%

   

3,739,950

   

Other assets in excess of liabilities — 0.6%

   

22,111

   

NET ASSETS — 100.00%

 

$

3,762,061

   

At January 31, 2021, the Fund's investments in foreign securities were 6.6% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2021.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $1,675,020 (thousands) and amounted to 44.5% of net assets.

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

(d)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2021.

(e)  Security is interest only.

See notes to financial statements.


30



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

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

(g)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were 0.2% of the Fund's net assets.

(h)  All or a portion of this security has been segregated as collateral for derivative instruments and/or when-issued securities.

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

(j)  All of the coupon is paid in kind.

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

(l)  Rounds to less than $1 thousand.

(m)  Rate represents the effective yield at January 31, 2021.

(n)  Rate disclosed is the daily yield on January 31, 2021.

(o)  The rate for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

bps — Basis points

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

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MBIA — Municipal Bond Insurance Association

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

See notes to financial statements.


31



USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

USSW10 — USD 10 Year Swap Rate, rate disclosed as of January 31, 2021

USSW5 — USD 5 Year Swap Rate, rate disclosed as of January 31, 2021.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Futures

   

325

   

3/22/21

 

$

44,797,694

   

$

44,535,156

   

$

(262,538

)

 

2-Year U.S. Treasury Note Futures

   

275

   

3/31/21

   

60,711,706

     

60,768,554

     

56,848

   

30-Year U.S. Treasury Bond Futures

   

320

   

3/22/21

   

55,745,743

     

53,990,000

     

(1,755,743

)

 

5-Year U.S. Treasury Note Futures

   

75

   

3/31/21

   

9,440,807

     

9,440,625

     

(182

)

 
   

$

(1,961,615

)

 

 

 

Total unrealized appreciation

             

$

56,848

   

 

 

Total unrealized depreciation

               

(2,018,463

)

 
   

Total net unrealized appreciation (depreciation)

             

$

(1,961,615

)

 

See notes to financial statements.


32



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Intermediate-
Term Bond Fund
 

Assets:

 

Investments, at value (Cost $3,580,147)

 

$

3,739,950

(a)

 

Cash and cash equivalents

   

17,459

   

Deposit with brokers for futures contracts

   

3,868

   

Receivables:

 

Interest and dividends

   

17,116

   

Capital shares issued

   

2,450

   

Investments sold

   

39,321

   

Variation margin on open futures contracts

   

4

   

From Adviser

   

45

   

Prepaid expenses

   

66

   

Total assets

   

3,820,279

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

5,127

   

Distributions

   

206

   

Investments purchased

   

45,983

   

Capital shares redeemed

   

4,437

   

Variation margin on open futures contracts

   

345

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,166

   

Administration fees

   

404

   

Custodian fees

   

30

   

Transfer agent fees

   

455

   

Compliance fees

   

2

   
12b-1 fees    

6

   

Other accrued expenses

   

57

   

Total liabilities

   

58,218

   

(continues on next page)

See notes to financial statements.


33



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Intermediate-
Term Bond Fund
 

Net Assets:

 

Capital

 

$

3,558,288

   

Total accumulated earnings/(loss)

   

203,773

   

Net assets

 

$

3,762,061

   

Net Assets

 

Fund Shares

 

$

1,950,740

   

Institutional Shares

   

1,734,534

   

Class A

   

46,763

   

Class C

   

1,151

   

R6 Shares

   

28,873

   

Total

 

$

3,762,061

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

177,529

   

Institutional Shares

   

157,823

   

Class A

   

4,261

   

Class C

   

105

   

R6 Shares

   

2,627

   

Total

   

342,345

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

10.99

   

Institutional Shares

 

$

10.99

   

Class A

 

$

10.98

   

Class C (c)

 

$

10.98

   

R6 Shares

 

$

10.99

   

Maximum Sales Charge — Class A

   

2.25

%

 
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

11.23

   

(a)  Includes $4,977 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

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

See notes to financial statements.


34



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Intermediate-
Term Bond Fund
 

Investment Income:

 

Dividends

 

$

1,284

   

Interest

   

60,768

   

Securities lending (net of fees)

   

11

   

Total income

   

62,063

   

Expenses:

 

Investment advisory fees

   

6,694

   

Administration fees — Fund Shares

   

1,473

   

Administration fees — Institutional Shares

   

884

   

Administration fees — Class A

   

34

   

Administration fees — Class C

   

1

   

Administration fees — R6 Shares

   

7

   

Sub-Administration fees

   

14

   
12b-1 fees — Class A    

57

   
12b-1 fees — Class C    

3

   

Custodian fees

   

181

   

Transfer agent fees — Fund Shares

   

977

   

Transfer agent fees — Institutional Shares

   

884

   

Transfer agent fees — Class A

   

23

   

Transfer agent fees — Class C

   

(a)

 

Transfer agent fees — R6 Shares

   

1

   

Trustees' fees

   

27

   

Compliance fees

   

12

   

Legal and audit fees

   

81

   

State registration and filing fees

   

66

   

Interfund lending fees

   

1

   

Other expenses

   

169

   

Total expenses

   

11,589

   

Expenses waived/reimbursed by Adviser

   

(120

)

 

Net expenses

   

11,469

   

Net Investment Income (Loss)

   

50,594

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

74,614

   

Net realized gains (losses) from futures contracts

   

(648

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(12,406

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

(3,251

)

 

Net realized/unrealized gains (losses) on investments

   

58,309

   

Change in net assets resulting from operations

 

$

108,903

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


35



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Intermediate-
Term Bond Fund
 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

50,594

   

$

128,467

   

Net realized gains (losses) from investments

   

73,966

     

157,271

   
Net change in unrealized appreciation/depreciation on
investments
   

(15,657

)

   

37,526

   

Change in net assets resulting from operations

   

108,903

     

323,264

   

Distributions to Shareholders:

 

Fund Shares

   

(94,852

)

   

(91,800

)

 

Institutional Shares

   

(85,515

)

   

(85,458

)

 

Class A

   

(2,152

)

   

(2,102

)

 

Class C (a)

   

(38

)

   

(b)

 

R6 Shares

   

(1,338

)

   

(699

)

 

Change in net assets resulting from distributions to shareholders

   

(183,895

)

   

(180,059

)

 

Change in net assets resulting from capital transactions

   

12,463

     

(123,163

)

 

Change in net assets

   

(62,529

)

   

20,042

   

Net Assets:

 

Beginning of period

   

3,824,590

     

3,804,548

   

End of period

 

$

3,762,061

   

$

3,824,590

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

138,078

   

$

370,884

   

Distributions reinvested

   

92,187

     

88,555

   

Cost of shares redeemed

   

(201,029

)

   

(522,396

)

 

Total Fund Shares

 

$

29,236

   

$

(62,957

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

106,198

   

$

305,352

   

Distributions reinvested

   

83,425

     

83,607

   

Cost of shares redeemed

   

(212,284

)

   

(462,347

)

 

Total Institutional Shares

 

$

(22,661

)

 

$

(73,388

)

 

Class A

 

Proceeds from shares issued

 

$

3,194

   

$

5,417

   

Distributions reinvested

   

2,099

     

2,069

   

Cost of shares redeemed

   

(3,611

)

   

(14,102

)

 

Total Class A

 

$

1,682

   

$

(6,616

)

 

Class C (a)

 

Proceeds from shares issued

 

$

1,115

   

$

18

   

Distributions reinvested

   

38

     

(b)

 

Cost of shares redeemed

   

(b)

   

   

Total Class C

 

$

1,153

   

$

18

   

(a)  Class C commenced operations on June 29, 2020.

(b)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.


36



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA Intermediate-
Term Bond Fund
 
    Six
Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

Capital Transactions:

 

R6 Shares

 

Proceeds from shares issued

 

$

2,413

   

$

20,274

   

Distributions reinvested

   

1,017

     

83

   

Cost of shares redeemed

   

(377

)

   

(577

)

 

Total R6 Shares

 

$

3,053

   

$

19,780

   

Change in net assets resulting from capital transactions

 

$

12,463

   

$

(123,163

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

12,371

     

34,243

   

Reinvested

   

8,359

     

8,176

   

Redeemed

   

(18,018

)

   

(48,491

)

 

Total Fund Shares

   

2,712

     

(6,072

)

 

Institutional Shares

 

Issued

   

9,528

     

28,134

   

Reinvested

   

7,562

     

7,719

   

Redeemed

   

(19,031

)

   

(42,872

)

 

Total Institutional Shares

   

(1,941

)

   

(7,019

)

 

Class A

 

Issued

   

288

     

498

   

Reinvested

   

191

     

191

   

Redeemed

   

(324

)

   

(1,309

)

 

Total Class A

   

155

     

(620

)

 

Class C (a)

 

Issued

   

100

     

2

   

Reinvested

   

3

     

   

Redeemed

   

(b)

   

   

Total Class C

   

103

     

2

   

R6 Shares

 

Issued

   

219

     

1,884

   

Reinvested

   

92

     

8

   

Redeemed

   

(34

)

   

(53

)

 

Total R6 Shares

   

277

     

1,839

   

Change in Shares

   

1,306

     

(11,870

)

 

(a)  Class C commenced operations on June 29, 2020.

(b)  Rounds to less than 1 thousand.

See notes to financial statements.


37



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Intermediate-Term Bond Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

11.21

     

0.15

(d)

   

0.18

     

0.33

     

(0.15

)

   

(0.40

)

 

Year Ended July 31, 2020

 

$

10.78

     

0.36

(d)

   

0.58

     

0.94

     

(0.36

)

   

(0.15

)

 

Year Ended July 31, 2019

 

$

10.33

     

0.38

     

0.46

     

0.84

     

(0.39

)

   

   

Year Ended July 31, 2018

 

$

10.70

     

0.37

     

(0.37

)

   

     

(0.37

)

   

   

Year Ended July 31, 2017

 

$

10.71

     

0.38

     

(0.01

)

   

0.37

     

(0.38

)

   

   

Year Ended July 31, 2016

 

$

10.58

     

0.42

     

0.14

     

0.56

     

(0.42

)

   

(0.01

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

11.22

     

0.15

(d)

   

0.17

     

0.32

     

(0.15

)

   

(0.40

)

 

Year Ended July 31, 2020

 

$

10.78

     

0.37

(d)

   

0.59

     

0.96

     

(0.37

)

   

(0.15

)

 

Year Ended July 31, 2019

 

$

10.33

     

0.39

     

0.45

     

0.84

     

(0.39

)

   

   

Year Ended July 31, 2018

 

$

10.70

     

0.38

     

(0.37

)

   

0.01

     

(0.38

)

   

   

Year Ended July 31, 2017

 

$

10.72

     

0.39

     

(0.02

)

   

0.37

     

(0.39

)

   

   

Year Ended July 31, 2016

 

$

10.58

     

0.43

     

0.15

     

0.58

     

(0.43

)

   

(0.01

)

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

11.20

     

0.13

(d)

   

0.19

     

0.32

     

(0.14

)

   

(0.40

)

 

Year Ended July 31, 2020

 

$

10.77

     

0.33

(d)

   

0.58

     

0.91

     

(0.33

)

   

(0.15

)

 

Year Ended July 31, 2019

 

$

10.32

     

0.35

     

0.45

     

0.80

     

(0.35

)

   

   

Year Ended July 31, 2018

 

$

10.69

     

0.34

     

(0.37

)

   

(0.03

)

   

(0.34

)

   

   

Year Ended July 31, 2017

 

$

10.70

     

0.35

     

(0.01

)

   

0.34

     

(0.35

)

   

   

Year Ended July 31, 2016

 

$

10.58

     

0.40

     

0.13

     

0.53

     

(0.40

)

   

(0.01

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

See notes to financial statements.


38



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Intermediate-Term Bond Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.55

)

 

$

10.99

     

3.14

%

   

0.63

%

   

2.63

%

   

0.63

%

 

$

1,950,740

     

33

%

 

Year Ended July 31, 2020

   

(0.51

)

 

$

11.21

     

8.94

%

   

0.58

%

   

3.32

%

   

0.58

%

 

$

1,960,334

     

73

%(e)

 

Year Ended July 31, 2019

   

(0.39

)

 

$

10.78

     

8.28

%

   

0.64

%

   

3.71

%

   

0.64

%

 

$

1,949,989

     

35

%

 

Year Ended July 31, 2018

   

(0.37

)

 

$

10.33

     

(0.03

)%

   

0.63

%

   

3.50

%

   

0.63

%

 

$

1,907,941

     

15

%

 

Year Ended July 31, 2017

   

(0.38

)

 

$

10.70

     

3.52

%

   

0.63

%

   

3.57

%

   

0.63

%

 

$

1,949,102

     

13

%

 

Year Ended July 31, 2016

   

(0.43

)

 

$

10.71

     

5.55

%

   

0.62

%

   

4.08

%

   

0.62

%

 

$

1,812,716

     

18

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.55

)

 

$

10.99

     

3.08

%

   

0.57

%

   

2.69

%

   

0.58

%

 

$

1,734,534

     

33

%

 

Year Ended July 31, 2020

   

(0.52

)

 

$

11.22

     

9.11

%

   

0.51

%

   

3.39

%

   

0.52

%

 

$

1,791,887

     

73

%(e)

 

Year Ended July 31, 2019

   

(0.39

)

 

$

10.78

     

8.35

%

   

0.58

%

   

3.77

%

   

0.58

%

 

$

1,798,154

     

35

%

 

Year Ended July 31, 2018

   

(0.38

)

 

$

10.33

     

0.04

%

   

0.56

%

   

3.57

%

   

0.56

%

 

$

1,964,377

     

15

%

 

Year Ended July 31, 2017

   

(0.39

)

 

$

10.70

     

3.51

%

   

0.56

%

   

3.64

%

   

0.56

%

 

$

2,049,723

     

13

%

 

Year Ended July 31, 2016

   

(0.44

)

 

$

10.72

     

5.72

%

   

0.54

%

   

4.13

%

   

0.54

%

 

$

1,771,357

     

18

%

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.54

)

 

$

10.98

     

2.91

%

   

0.90

%

   

2.36

%

   

0.90

%

 

$

46,763

     

33

%

 

Year Ended July 31, 2020

   

(0.48

)

 

$

11.20

     

8.66

%

   

0.09

%

   

3.06

%

   

0.86

%

 

$

45,991

     

73

%(e)

 

Year Ended July 31, 2019

   

(0.35

)

 

$

10.77

     

7.97

%

   

0.93

%

   

3.42

%

   

0.93

%

 

$

50,892

     

35

%

 

Year Ended July 31, 2018

   

(0.34

)

 

$

10.32

     

(0.31

)%

   

0.90

%

   

3.22

%

   

0.90

%

 

$

53,308

     

15

%

 

Year Ended July 31, 2017

   

(0.35

)

 

$

10.69

     

3.28

%

   

0.87

%

   

3.44

%

   

0.87

%

 

$

74,377

     

13

%

 

Year Ended July 31, 2016

   

(0.41

)

 

$

10.70

     

5.19

%

   

0.86

%

   

3.85

%

   

0.86

%

 

$

98,835

     

18

%

 

(continues on next page)

See notes to financial statements.


39



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Intermediate-Term Bond Fund

 

Class C

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

11.20

     

0.09

(d)

   

0.19

     

0.28

     

(0.10

)

   

(0.40

)

 
June 29, 2020 (f)
through
July 31, 2020
 

$

10.99

     

0.02

(d)

   

0.21

     

0.23

     

(0.02

)

   

   

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

11.22

     

0.16

(d)

   

0.17

     

0.33

     

(0.16

)

   

(0.40

)

 

Year Ended July 31, 2020

 

$

10.79

     

0.37

(d)

   

0.59

     

0.96

     

(0.38

)

   

(0.15

)

 

Year Ended July 31, 2019

 

$

10.33

     

0.41

     

0.46

     

0.87

     

(0.41

)

   

   

Year Ended July 31, 2018

 

$

10.71

     

0.39

     

(0.38

)

   

0.01

     

(0.39

)

   

   
December 1, 2016 (f)
through
July 31, 2017
 

$

10.38

     

0.26

     

0.33

     

0.59

     

(0.26

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning June 29, 2020 and July 1, 2019, for Class C and R6 Shares, respectively, and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

(f)  Commencement of operations.

See notes to financial statements.


40



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Intermediate-Term Bond Fund

 

Class C

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.50

)

 

$

10.98

     

2.68

%

   

1.53

%

   

1.63

%

   

3.64

%

 

$

1,151

     

33

%

 
June 29, 2020 (f)
through
July 31, 2020
   

(0.02

)

 

$

11.20

     

2.09

%

   

1.53

%

   

2.06

%

   

175.78

%

 

$

19

     

73

%(e)

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.56

)

 

$

10.99

     

3.16

%

   

0.43

%

   

2.82

%

   

0.48

%

 

$

28,873

     

33

%

 

Year Ended July 31, 2020

   

(0.53

)

 

$

11.22

     

9.14

%

   

0.39

%

   

3.45

%

   

0.46

%

 

$

26,359

     

73

%(e)

 

Year Ended July 31, 2019

   

(0.41

)

 

$

10.79

     

8.66

%

   

0.39

%

   

3.96

%

   

0.74

%

 

$

5,513

     

35

%

 

Year Ended July 31, 2018

   

(0.39

)

 

$

10.33

     

0.12

%

   

0.39

%

   

3.74

%

   

0.80

%

 

$

4,994

     

15

%

 
December 1, 2016 (f)
through
July 31, 2017
   

(0.26

)

 

$

10.71

     

5.79

%

   

0.39

%

   

3.78

%

   

1.07

%

 

$

5,158

     

13

%

 

See notes to financial statements.


41



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Intermediate-Term Bond Fund (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C and R6 Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or


42



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Asset-Backed Securities

 

$

   

$

374,347

   

$

   

$

374,347

   

Collateralized Mortgage Obligations

   

     

740,887

     

     

740,887

   

Preferred Stocks

   

19,648

     

22,695

     

     

42,343

   

Senior Secured Loans

   

     

109,258

     

     

109,258

   

Corporate Bonds

   

     

1,115,584

     

     

1,115,584

   

Yankee Dollars

   

     

247,470

     

     

247,470

   

Municipal Bonds

   

     

187,072

     

     

187,072

   

U.S. Government Agency Mortgages

   

     

123,946

     

     

123,946

   

U.S. Treasury Obligations

   

     

535,427

     

     

535,427

   

Commercial Paper

   

     

258,489

     

     

258,489

   

Collateral for Securities Loaned

   

5,127

     

     

     

5,127

   

Total

 

$

24,775

   

$

3,715,175

   

$

   

$

3,739,950

   

Other Financial Investments^:

 

Assets:

 

Futures Contracts

 

$

57

   

$

   

$

   

$

57

   

Liabilities:

 

Futures Contracts

 

$

(2,019

)

 

$

   

$

   

$

(2,019

)

 

Total

 

$

(1,962

)

 

$

   

$

   

$

(1,962

)

 

^  Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.


43



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.


44



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as LIBOR and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below Investment Grade Securities:

The Fund may invest in below investment grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with brokers for futures contracts.

During the six months ended January 31, 2021, the Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.


45



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of January 31, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Interest Rate Risk Exposure

 

$

57

   

$

2,019

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended January 31, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
on Derivatives Recognized
as a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Interest Rate Risk Exposure

 

$

(648

)

 

$

(3,251

)

 

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the


46



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

4,977

   

$

   

$

5,127

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 12b-1 fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


47



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended January 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):


 

Purchases

 

Sales

  Net Realized
Gains (Losses)
 
       

$

25,900

   

$

24,100

   

$

   

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):


  Excluding
U.S. Government Securities
 
U.S. Government Securities
 
   

Purchases

 

Sales

 

Purchases

 

Sales

 
       

$

817,842

   

$

1,278,006

   

$

375,300

   

$

116,519

   

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.9

%

 

USAA Target Retirement Income Fund

   

0.0

%*

 

USAA Target Retirement 2030 Fund

   

0.0

%*

 

USAA Target Retirement 2040 Fund

   

0.0

%*

 

USAA Target Retirement 2050 Fund

   

0.0

%*

 

USAA Target Retirement 2060 Fund

   

0.0

%*

 

*  Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.


48



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund, announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter, is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Core Plus Bond Funds Index. The Lipper Core Plus Bond Funds Index tracks the total return performance of each class within the Lipper Core Plus Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 20 to 50

 

+/- 4

 

+/- 51 to 100

 

+/- 5

 

+/- 101 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Core Plus Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $462, $438, $7, less than $(1) and $5 for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively, in thousands. Performance adjustments were 0.05%, 0.05%, 0.03%, less than (0.01)% and 0.04% for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, 0.15%, 0.15% and 0.05% of average daily net assets for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.


49



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10%, 0.10%, 0.10% and 0.01% of average daily net assets of the Institutional Shares, Class A, Class C and R6 Shares, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% and 1.00% of average daily net assets of Class A and Class C, respectively. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to VCTA for the period ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended January 31, 2021, the Distributor received approximately $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.


50



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.59%, 0.52%, 0.87%, 1.53% and 0.39% for Fund Shares, Institutional Shares, Class A, Class C and R6 Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2022
  Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

4

   

$

200

   

$

120

   

$

324

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply


51



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in


52



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023 for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021 or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund


53



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):





 

Borrower
or
Lender
  Amount
Outstanding
at
January 31,
2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
       

Borrower

 

$

   

$

9,494

     

9

     

0.63

%

 

$

21,920

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards, for federal income tax purposes.


54



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,031.40

   

$

1,022.03

   

$

3.23

   

$

3.21

     

0.63

%

 

Institutional Shares

   

1,000.00

     

1,030.80

     

1,022.33

     

2.92

     

2.91

     

0.57

%

 

Class A

   

1,000.00

     

1,029.10

     

1,020.67

     

4.60

     

4.58

     

0.90

%

 

Class C

   

1,000.00

     

1,026.80

     

1,017.49

     

7.82

     

7.78

     

1.53

%

 

R6 Shares

   

1,000.00

     

1,031.60

     

1,023.04

     

2.20

     

2.19

     

0.43

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


55



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

For the period August 1, 2020 to January 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 0.44%, and 0.41% for the Institutional Shares, and R6 Shares, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six months ended January 31, 2021.

  Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,031.40

   

$

1,022.23

   

$

3.02

   

$

3.01

     

0.59

%

 

Institutional Shares

   

1,000.00

     

1,030.80

     

1,022.58

     

2.66

     

2.65

     

0.52

%

 

Class A

   

1,000.00

     

1,029.10

     

1,020.82

     

4.45

     

4.43

     

0.87

%

 

R6 Shares

   

1,000.00

     

1,031.60

     

1,023.24

     

2.00

     

1.99

     

0.39

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


56



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Intermediate-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


57



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was above the median of its expense group and equal to the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


58



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board noted that the Fund has advisory fee breakpoints that allow the Fund to participate in economies of scale and that such economies of scale were currently reflected in the advisory fee. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


59



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40049-0321



JANUARY 31, 2021

Semi Annual Report

USAA Money Market Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    9    

Statement of Operations

    10    

Statements of Changes in Net Assets

    11    

Financial Highlights

    12    

Notes to Financial Statements

   

14

   

Supplemental Information (Unaudited)

   

21

   

Proxy Voting and Portfolio Holdings Information

    21    

Expense Example

    21    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    22

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Money Market Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with the highest income consistent with preservation of capital and the maintenance of liquidity.

Portfolio Mix*:

January 31, 2021

(% of Net Assets)

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


2



USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (10.9%)

 

Consumer Staples (1.4%):

 
Altoona-Blair County Development Corp. (LOC — PNC Financial Services Group),
0.16%, 4/1/35, Callable 2/17/21 @ 100 (a) (b)
 

$

20,000

   

$

20,000

   
Harvest Time Tabernacle, Inc. (LOC — Federal Home Loan Bank of Dallas),
0.21%, 8/1/37 (b)
   

4,115

     

4,115

   

Labcon North America (LOC — BNP Paribas), 0.17%, 6/1/44 (b)

   

7,020

     

7,020

   
     

31,135

   

Financials (9.5%):

 
Bass Pro Rossford Development Co. LLC (LOC — Fifth Third Bank),
0.26%, 11/1/27 (b)
   

20,755

     

20,755

   
Carol Allen Family Liquidity Trust (LOC — Comerica Bank, N.A.),
0.20%, 3/1/48, Callable 3/12/21 @ 100 (b)
   

25,000

     

25,000

   
Chad J Himmel Irrevocable Trust (LOC — Federal Home Loan Bank of Dallas),
0.15%, 7/1/48, Callable 3/12/21 @ 100 (b)
   

5,290

     

5,290

   
Columbus Hotel Investment One LLC (LOC — Federal Home Loan Bank of
New York), 0.15%, 10/1/48, Callable 3/12/21 @ 100 (b)
   

6,535

     

6,535

   
David S Pearl II Irrevocable Trust (LOC — Federal Home Loan Bank of Dallas),
0.24%, 11/1/36, Callable 3/12/21 @ 100 (b)
   

2,670

     

2,670

   

Delos LLC (LOC — Wells Fargo & Co.), 0.19%, 3/1/37 (b)

   

9,205

     

9,205

   

Elsinore Properties LP (LOC — Fifth Third Bank), 0.19%, 2/1/37 (b)

   

4,125

     

4,125

   

Fiore Capital LLC (LOC — Wells Fargo & Co.), 0.19%, 8/1/45 (b)

   

24,990

     

24,990

   
Gillean Family Trust (LOC — Federal Home Loan Bank of Dallas),
0.15%, 12/1/39, Callable 3/12/21 @ 100 (b)
   

6,140

     

6,140

   
Herman & Kittle Capital LLC (LOC — Federal Home Loan Bank of Cincinnati),
0.15%, 2/1/37 (b)
   

3,550

     

3,550

   
Lamar Avenue Trust (LOC — Federal Home Loan Bank of Dallas), 0.15%, 12/1/37,
Callable 3/12/21 @ 100 (b)
   

4,445

     

4,445

   
Lavonia O Frick Family Trust (LOC — Federal Home Loan Bank of Atlanta),
0.15%, 8/1/48, Callable 3/12/21 @ 100 (b)
   

6,000

     

6,000

   
Mark E Potteiger Irrevocable Life Insurance Trust (LOC — Federal Home Loan
Bank of Dallas), 0.15%, 6/1/48, Callable 3/12/21 @ 100 (b)
   

4,025

     

4,025

   
Medilucent MOB I LP (LOC — PNC Financial Services Group),
0.16%, 8/1/30 (b)
   

5,870

     

5,870

   
NLS Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 0.19%, 12/1/39,
Callable 3/12/21 @ 100 (b)
   

11,260

     

11,260

   
Opler Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 0.19%, 11/1/39,
Callable 3/12/21 @ 100 (b)
   

9,280

     

9,280

   
Pinnacle Properties Development Group LLC (LOC — Federal Home Loan
Bank of Cincinnati), 0.15%, 6/15/41 (b)
   

10,549

     

10,549

   
Stivers Realty LC (LOC — Federal Home Loan Bank of Dallas), 0.15%, 7/1/43,
Callable 3/12/21 @ 100 (b)
   

6,470

     

6,470

   
Stobro Co. LP (LOC — Federal Home Loan Bank of Pittsburgh),
0.33%, 1/1/32 (b)
   

9,650

     

9,650

   
The Debra B Kennedy Irrevocable Trust (LOC — Federal Home Loan
Bank of Dallas), 0.15%, 5/1/48, Callable 3/12/21 @ 100 (b)
   

4,420

     

4,420

   
The Dennis Wesley Co., Inc. (LOC — Federal Home Loan Bank of Indianapolis)
0.15%, 6/15/34, Callable 3/12/21 @ 100 (b)
   

2,075

     

2,075

   

0.15%, 11/15/39, Callable 3/12/21 @ 100 (b)

   

10,125

     

10,125

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
The Jacob Rosenstein Irrevocable Life Insurance Trust
(LOC — Bank of Oklahoma, N.A.), 0.19%, 8/1/37, Callable 3/12/21 @ 100 (b)
 

$

5,800

   

$

5,800

   
The Linda E Krejsek Life Insurance Trust
(LOC — Federal Home Loan Bank of Dallas), 0.16%, 9/1/37 (b)
   

5,490

     

5,490

   
     

203,719

   

Total Corporate Bonds (Cost $234,854)

   

234,854

   

Yankee Dollars (1.6%)

 

Materials (1.6%):

 
SSAB AB (LOC — Credit Agricole Corp. Inv. Bank),
0.15%, 5/1/34, Callable 3/12/21 @ 100 (b)
   

15,000

     

15,000

   

SSAB AB (LOC — Swedbank AB), 0.15%, 4/1/34 (b)

   

20,000

     

20,000

   
     

35,000

   

Total Yankee Dollars (Cost $35,000)

   

35,000

   

Municipal Bonds (16.1%)

 

Arizona (1.2%):

 
Yavapai County IDA Revenue (LOC — Bank of Nova Scotia),
0.25%, 9/1/35, Continuously Callable @100 (b)
   

26,625

     

26,625

   

Arkansas (1.3%):

 
County of Union AR Revenue (LOC — Bank of America Corp.),
Series R, 0.19%, 10/1/27, Callable 3/1/21 @ 100 (b)
   

29,000

     

29,000

   

Connecticut (0.3%):

 
Connecticut State Development Authority Revenue
(LOC — Toronto-Dominion Bank), 0.28%, 12/1/28,
Continuously Callable @100 (b)
   

4,160

     

4,160

   

Georgia (1.4%):

 
Appling County Development Authority Revenue (NBGA — Southern Co.),
0.05%, 9/1/41, Continuously Callable @100 (b)
   

15,900

     

15,900

   
The Burke County Development Authority Revenue, Series 1, 0.05%, 7/1/49,
Continuously Callable @100 (b)
   

15,000

     

15,000

   
     

30,900

   

Illinois (0.1%):

 
Illinois Finance Authority Revenue (LOC — Federal Home Loan Bank of Chicago),
0.19%, 7/1/40, Continuously Callable @100 (b)
   

2,740

     

2,740

   

Indiana (0.6%):

 
City of Knox Revenue (LOC — SunTrust Bank), 0.19%, 2/1/46,
Continuously Callable @100 (b)
   

11,300

     

11,300

   
City of Marion Revenue (LOC — Key Bank, N.A.),
Series A, 0.24%, 2/1/35, Continuously Callable @100 (b)
   

3,035

     

3,035

   
     

14,335

   

Louisiana (4.8%):

 
Parish of St. Charles Revenue (LOC — Federal Home Loan Bank of Atlanta),
0.18%, 9/1/24, Continuously Callable @100 (b)
   

2,475

     

2,475

   
Parish of St. James Revenue (NBGA — Nucor Corp.), Series B-1, 0.14%,
11/1/40, Continuously Callable @100 (b)
   

100,970

     

100,970

   
     

103,445

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

New York (4.6%):

 

Broadalbin-Perth Central School District, GO, 1.25%, 6/24/21

 

$

13,000

   

$

13,035

   

Hannibal Central School District, GO, 1.25%, 6/30/21

   

27,000

     

27,077

   

Minisink Valley Central School District, GO, 1.25%, 6/25/21

   

17,939

     

17,970

   
Saratoga County IDA Revenue (LOC — JPMorgan Chase & Co.), 0.16%,
11/1/21, Continuously Callable @100 (b)
   

7,245

     

7,245

   

Schuylerville Central School District, GO, 1.50%, 6/25/21

   

18,730

     

18,767

   

Stillwater Central School District, GO, 1.50%, 6/25/21

   

12,183

     

12,209

   
     

96,303

   

Oklahoma (1.5%):

 
Muskogee Industrial Trust Revenue, Series A, 0.29%, 1/1/25,
Callable 3/3/21 @ 100 (b)
   

32,400

     

32,400

   

Pennsylvania (0.3%):

 
Allegheny County IDA Revenue (LOC — PNC Financial Services Group),
0.19%, 11/1/27, Callable 3/1/21 @ 100 (b)
   

4,736

     

4,736

   
Pennsylvania Economic Development Financing Authority Revenue
(LOC — PNC Financial Services Group), 0.16%, 4/1/35 (b)
   

3,095

     

3,095

   
     

7,831

   

Total Municipal Bonds (Cost $347,739)

   

347,739

   

U.S. Treasury Obligations (8.1%)

 
U.S. Treasury Bills
0.05%, 2/2/21 (c)
   

25,000

     

25,000

   

0.09%, 2/23/21 (c)

   

50,000

     

49,996

   

0.09%, 3/9/21 (c)

   

25,000

     

24,998

   

0.08%, 3/16/21 (c)

   

50,000

     

49,995

   

0.08%, 4/20/21 (c)

   

25,000

     

24,996

   

Total U.S. Treasury Obligations (Cost $174,985)

   

174,985

   

Commercial Paper (60.0%)

 
American Honda Finance
0.24%, 2/23/21 (c)
   

25,000

     

24,996

   

0.27%, 3/18/21 (c)

   

20,000

     

19,993

   

0.32%, 3/23/21 (c)

   

25,000

     

24,989

   

AT&T, Inc., 0.25%, 6/1/21 (a) (c)

   

20,000

     

19,983

   
Barclays Bank PLC
0.22%, 2/8/21 (a) (c)
   

25,000

     

24,999

   

0.20%, 7/27/21 (a) (c)

   

20,000

     

19,980

   

0.23%, 11/1/21 (a) (c)

   

19,000

     

18,967

   
Barton Capital SA
0.21%, 2/25/21 (a) (c)
   

15,000

     

14,998

   

0.19%, 4/12/21 (a) (c)

   

20,000

     

19,993

   

0.17%, 4/26/21 (a) (c)

   

20,000

     

19,992

   

0.24%, 7/6/21 (a) (c)

   

25,000

     

24,974

   
Bayerische Landesbank
0.18%, 2/5/21 (c)
   

50,000

     

49,998

   

0.25%, 4/14/21 (c)

   

12,200

     

12,194

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Canadian Natural Resources Ltd.
0.17%, 2/16/21 (a) (c)
 

$

20,000

   

$

19,999

   

0.18%, 2/25/21 (a) (c)

   

15,000

     

14,998

   

Crown Point Capital Co. LLC, 0.41%, 4/13/21 (a) (c)

   

40,000

     

40,000

   

Dairy Farmers of America, 0.15%, 2/1/21 (a) (c)

   

100,000

     

99,999

   
Exxon Mobil Corp.
0.14%, 2/12/21 (c)
   

20,000

     

19,999

   

0.19%, 5/24/21 (c)

   

15,000

     

14,991

   

Glencore Funding LLC, 0.20%, 2/4/21 (a) (c)

   

10,000

     

10,000

   

Gotham Funding Corp., 0.15%, 4/28/21 (a) (c)

   

30,000

     

29,988

   
Great Bridge Capital Co. LLC
0.15%, 2/2/21 (a) (c)
   

20,000

     

20,000

   

0.24%, 3/8/21 (a) (c)

   

20,000

     

19,995

   

0.17%, 3/25/21 (a) (c)

   

15,990

     

15,986

   

0.25%, 4/16/21 (a) (c)

   

20,000

     

19,990

   
Hannover Funding Co. LLC
0.99%, 2/1/21 (a) (c)
   

20,000

     

20,000

   

0.18%, 2/3/21 (a) (c)

   

20,000

     

20,000

   

0.19%, 2/11/21 (a) (c)

   

20,000

     

19,999

   

0.21%, 3/1/21 (a) (c)

   

20,000

     

19,997

   
Harley-Davidson, Inc.
0.29%, 2/4/21 (a) (c)
   

15,000

     

15,000

   

0.28%, 2/18/21 (a) (c)

   

15,000

     

14,998

   
Landesbank Baden-Wurttemberg
0.23%, 3/1/21 (c)
   

15,000

     

14,997

   

0.20%, 5/24/21 (c)

   

20,000

     

19,988

   

Liberty Street Funding LLC, 0.20%, 4/1/21 (a) (c)

   

20,000

     

19,993

   
LMA Americas LLC
0.22%, 3/2/21 (a) (c)
   

15,900

     

15,897

   

0.21%, 3/9/21 (a) (c)

   

20,000

     

19,996

   

0.22%, 4/26/21 (a) (c)

   

30,000

     

29,985

   

0.26%, 6/8/21 (a) (c)

   

20,000

     

19,982

   

LyondellBasell Investment LLC, 0.17%, 2/3/21 (a) (c)

   

14,000

     

14,000

   
Manhattan Asset Funding Co.
0.22%, 2/17/21 (a) (c)
   

21,000

     

20,998

   

0.20%, 3/9/21 (a) (c)

   

10,000

     

9,998

   

Natixis, 0.23%, 3/15/21 (c)

   

20,000

     

19,994

   
Old Line Funding LLC
0.20%, 4/6/21 (a) (c)
   

40,000

     

39,985

   

0.25%, 6/7/21 (a) (c)

   

15,000

     

14,987

   
Ridgefield Funding Co. LLC
0.22%, 2/12/21 (a) (c)
   

22,000

     

21,998

   

0.24%, 4/6/21 (a) (c)

   

30,000

     

29,987

   

0.26%, 5/14/21 (a) (c)

   

20,000

     

19,985

   
Sheffield Receivables
0.21%, 2/1/21 (a) (c)
   

20,000

     

20,000

   

0.21%, 3/1/21 (a) (c)

   

20,000

     

19,997

   

0.19%, 4/12/21 (a) (c)

   

20,000

     

19,993

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Societe Generale SA
0.24%, 3/2/21 (a) (c)
 

$

25,000

   

$

24,995

   

0.21%, 5/4/21 (a) (c)

   

20,000

     

19,989

   

0.29%, 6/9/21 (a) (c)

   

25,000

     

24,974

   
Sumitomo Mitsui Banking Corp.
0.10%, 2/2/21 (a) (c)
   

50,000

     

50,000

   

0.23%, 2/16/21 (a) (c)

   

25,000

     

24,997

   

Victory Receivables Corp., 0.18%, 5/4/21 (a) (c)

   

20,000

     

19,991

   

Total Commercial Paper (Cost $1,289,701)

   

1,289,701

   

Certificates of Deposit (3.2%)

 

Bank of Montreal, 0.19%(LIBOR01M+6bps), 2/16/21 (d)

   

25,000

     

25,000

   

Credit Suisse, 0.38%, 4/12/21

   

20,000

     

20,000

   

Mizuho Bank Ltd., 0.28%, 3/15/21

   

25,000

     

25,000

   

Total Certificates of Deposit (Cost $70,000)

   

70,000

   

Total Investments (Cost $2,152,279) — 99.9%

   

2,152,279

   

Other assets in excess of liabilities — 0.1%

   

1,589

   

NET ASSETS — 100.00%

 

$

2,153,868

   

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $1,087,562 (thousands) and amounted to 50.5% of net assets.

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

(c)  Rate represents the effective yield at January 31, 2021.

(d)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2021.

bps — Basis points

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

GO — General Obligation

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

PLC — Public Limited Company

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


8



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Money
Market Fund
 

Assets:

 

Investments, at value (Cost $2,152,279)

 

$

2,152,279

   

Cash and cash equivalents

   

1,006

   

Receivables:

 

Interest and dividends

   

918

   

Capital shares issued

   

4,711

   

From Adviser

   

1,439

   

Prepaid expenses

   

36

   

Total assets

   

2,160,389

   

Liabilities:

 

Payables:

 

Distributions

   

2

   

Capital shares redeemed

   

5,259

   

Accrued expenses and other payables:

 

Investment advisory fees

   

442

   

Administration fees

   

184

   

Custodian fees

   

14

   

Transfer agent fees

   

463

   

Compliance fees

   

1

   

Other accrued expenses

   

156

   

Total liabilities

   

6,521

   

Net Assets:

 

Capital

   

2,153,868

   

Total accumulated earnings

   

(a)

 

Net assets

 

$

2,153,868

   

Shares (unlimited number of shares authorized with no par value):

   

2,154,388

   

Net asset value, offering and redemption price per share: (b)

 

$

1.00

   

(a)  Rounds to less than $1 thousand.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


9



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Money
Market Fund
 

Investment Income:

 

Interest

 

$

3,157

   

Total Income

   

3,157

   

Expenses:

 

Investment advisory fees

   

2,726

   

Administration fees

   

1,136

   

Sub-Administration fees

   

3

   

Custodian fees

   

75

   

Transfer agent fees

   

2,840

   

Trustees' fees

   

26

   

Compliance fees

   

8

   

Legal and audit fees

   

37

   

State registration and filing fees

   

35

   

Other expenses

   

138

   

Total expenses

   

7,024

   

Expenses waived/reimbursed by Adviser

   

(3,981

)

 

Net expenses

   

3,043

   

Net Investment Income

   

114

   

Realized/Unrealized Gains from Investments:

 

Net realized gains from investment securities

   

(a)

 

Net realized/unrealized gains on investments

   

(a)

 

Change in net assets resulting from operations

 

$

114

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


10



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Money Market Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income

 

$

114

   

$

48,982

   

Net realized gains from investments

   

(a)

   

106

   

Change in net assets resulting from operations

   

114

     

49,088

   

Change in net assets resulting from distributions to shareholders

   

(222

)

   

(48,976

)

 

Change in net assets resulting from capital transactions

   

(190,643

)

   

(2,534,136

)

 

Change in net assets

   

(190,751

)

   

(2,534,024

)

 

Net Assets:

 

Beginning of period

   

2,344,619

     

4,878,643

   

End of period

 

$

2,153,868

   

$

2,344,619

   

Capital Transactions:

 

Proceeds from shares issued

 

$

381,943

   

$

4,964,491

   

Distributions reinvested

   

221

     

48,704

   

Cost of shares redeemed

   

(572,807

)

   

(7,547,331

)

 

Change in net assets resulting from capital transactions

 

$

(190,643

)

 

$

(2,534,136

)

 

Share Transactions:

 

Issued

   

381,943

     

4,964,491

   

Reinvested

   

221

     

48,704

   

Redeemed

   

(572,807

)

   

(7,547,331

)

 

Change in Shares

   

(190,643

)

   

(2,534,136

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


11



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
  Net
Realized
and
Unrealized
Gains on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Money Market Fund

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

1.00

     

(c)(d)

   

(c)

   

(c)

   

(c)

   

(c)

 

Year Ended July 31, 2020

 

$

1.00

     

0.01

(d)

   

(c)

   

0.01

     

(0.01

)

   

   

Year Ended July 31, 2019

 

$

1.00

     

0.02

     

(c)

   

0.02

     

(0.02

)

   

   

Year Ended July 31, 2018

 

$

1.00

     

0.01

     

(c)

   

0.01

     

(0.01

)

   

   

Year Ended July 31, 2017

 

$

1.00

     

(c)

   

(c)

   

(c)

   

     

(c)

 

Year Ended July 31, 2016

 

$

1.00

     

(c)

   

(c)

   

(c)

   

     

(c)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 3 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  Amount is less than $0.005 per share.

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield.

(f)  Reflects total annual operating expenses of the Fund before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratios by less than 0.01%.

See notes to financial statements.


12



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

  Supplemental
Data
 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
 

USAA Money Market Fund

 
Six Months Ended
January 31, 2021
(unaudited)
   

(c)

 

$

1.00

     

0.01

%

   

0.27

%

   

0.01

%

   

0.62

%

 

$

2,153,868

   

Year Ended July 31, 2020

   

(0.01

)

 

$

1.00

     

1.04

%

   

0.58

%

   

1.15

%

   

0.61

%

 

$

2,344,619

   

Year Ended July 31, 2019

   

(0.02

)

 

$

1.00

     

1.97

%

   

0.62

%

   

1.95

%

   

0.62

%

 

$

4,878,643

   

Year Ended July 31, 2018

   

(0.01

)

 

$

1.00

     

1.13

%

   

0.62

%

   

1.12

%

   

0.62

%

 

$

4,623,610

   

Year Ended July 31, 2017

   

(c)

 

$

1.00

     

0.31

%(e)

   

0.63

%(e)(f)

   

0.29

%

   

0.63

%(f)

 

$

4,513,270

   

Year Ended July 31, 2016

   

(c)

 

$

1.00

     

0.01

%(e)

   

0.41

%(e)(f)

   

0.01

%

   

0.67

%(f)

 

$

5,606,434

   

See notes to financial statements.


13



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Money Market Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a retail money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act; and as a retail money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Board of Trustees of the Fund to impose a liquidity fee or to temporarily suspend redemptions from the Fund (a "redemption gate") if the Fund's weekly liquid assets fall below specific thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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


14



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

Repurchase agreements are valued at cost.

All securities held in the Fund are short-term debt securities, which are valued pursuant to Rule 2a-7 under the 1940 Act. This method values a security at its purchase price, and thereafter, assumes a constant amortization to maturity of any premiums or discounts. Securities for which amortized cost valuations are considered unreliable or for whose values have been materially affected by a significant event are valued in good faith, at fair value, using methods determined by the Committee, under procedures to stabilize net assets and valuation procedures approved by the Board.

Repurchase Agreements:

The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ensure their value is equal to at least 102% of principal including accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Manager monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements.

Investments in repurchase agreements as presented on the Schedule of Portfolio Investments are not net settlement amounts but gross. At January 31, 2021, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Schedule of Portfolio Investments.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value ("NAV"). No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis


15



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended January 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

   

$

44,030

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

The Fund's Investment Adviser fee is accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Prior to that date, the Trust relied on a similar exemptive order granted by the SEC to the Trust and its affiliated persons. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and


16



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.10% of average daily net assets of the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.25% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limit (excluding voluntary waivers) was 0.62%.


17



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

Amendment #1 to the expense limitation agreement was effective March 23, 2020. Under this amendment, the Adviser agreed to further reimburse fees in excess of the Fund's expense limit agreement of 0.62% dated July 1, 2019. These voluntary reductions, to the extent necessary, are to maintain a certain minimum net yield of the Fund. Under this agreement to reimburse additional fees, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, to the extent any repayments would not cause the Fund's net yield to fall below the Fund's minimum yield at the time of: (a) the original waiver or expense reimbursement; or (b) the expense limit in effect at the time of the extra waiver. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

1,305

   

$

3,981

   

$

5,286

   

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian and Distributor.

4. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Stable Net Asset Value Risk — You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Liquidity Fee and Redemption Gate Risk — The Fund may impose liquidity fees or temporarily suspend redemptions for a period of up to 10 business days in any 90-day period if the weekly liquidity of the Fund's assets falls below a certain threshold, subject to the determination by the Fund's Board that such liquidity fee or redemption gate is in the best interest of the Fund. If the weekly liquidity of the Fund's assets falls below 30% of its total assets, the Fund may either impose a liquidity fee of up to 2% of the value of the shares redeemed or temporarily suspend redemptions. If the weekly liquidity of the Fund's assets falls below 10% of its total assets, the Fund must impose a minimum 1% liquidity fee on redemptions, unless the Fund's Board determines that imposing such liquidity fee is not in the best interests of the Fund. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would delay your ability to redeem your investments in the Fund.

Credit Risk — Credit risk is expected to be low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that an issuer will fail to make timely interest and principal payments on its securities or that negative perceptions of the issuer's ability to make such payments will cause the price of that security to decline.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023 for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021 or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund's distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund's shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an Affiliated Fund that operates as a fund-of-funds or 529 college savings plan) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

5. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs.

For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

6. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended January 31, 2021, the fund had no capital loss carryforwards, for the federal income tax purposes.


20



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

Form N-MFP is available on the SEC's website at www.sec.gov.

Expense Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,000.10

   

$

1,023.84

   

$

1.36

   

$

1.38

     

0.27

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


21



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Money Market Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


22



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services, as well as any fee waivers and reimbursements — was above the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the retail open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three- and five-year periods ended September 30, 2020, and was below the average of its performance universe for the ten-year period ended September 30, 2020, and was below its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund


23



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


24



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23428-0321



JANUARY 31, 2021

Semi Annual Report

USAA Science & Technology Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    12    

Statement of Operations

    13    

Statements of Changes in Net Assets

    14    

Financial Highlights

    16    

Notes to Financial Statements

   

18

   

Supplemental Information (Unaudited)

   

28

   

Proxy Voting and Portfolio Holdings Information

    28    

Expense Examples

    28    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    29    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Science & Technology Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with long-term capital appreciation.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.4%)

 

Australia (0.2%):

 

Health Care (0.2%):

 

Opthea Ltd., ADR (a)

   

358,264

   

$

4,263

   

Belgium (0.1%):

 

Health Care (0.1%):

 

Celyad SA, ADR (a) (b)

   

178,041

     

1,426

   

UCB SA

   

2,895

     

300

   
     

1,726

   

Bermuda (1.8%):

 

Information Technology (1.8%):

 

Marvell Technology Group Ltd.

   

696,996

     

35,868

   

Brazil (0.3%):

 

Consumer Discretionary (0.3%):

 

Arco Platform Ltd. Class A (a)

   

206,677

     

6,560

   

Health Care (0.0%): (c)

 

Notre Dame Intermedica Participacoes SA

   

13,100

     

226

   
     

6,786

   

Canada (0.7%):

 

Health Care (0.4%):

 

Fusion Pharmaceuticals, Inc. (a)

   

535,518

     

6,051

   

Zymeworks, Inc. (a)

   

91,498

     

3,095

   
     

9,146

   

Information Technology (0.3%):

 

Shopify, Inc. Class A (a)

   

4,741

     

5,208

   
     

14,354

   

Cayman Islands (0.0%): (c)

 

Health Care (0.0%): (c)

 

Theravance BioPharma, Inc. (a)

   

4,515

     

84

   

China (0.5%):

 

Communication Services (0.1%):

 

Kuaishou Technology (a) (d)

   

22,000

     

   

Tencent Holdings Ltd.

   

25,060

     

2,233

   
     

2,233

   

Consumer Discretionary (0.2%):

 

Alibaba Group Holding Ltd. (a)

   

105,208

     

3,339

   

Health Care (0.2%):

 

Everest Medicines Ltd. (a) (d)

   

7,400

     

81

   

Gracell Biotechnologies, Inc., ADR (a)

   

107,970

     

2,237

   

InnoCare Pharma Ltd. (a) (d)

   

87,000

     

151

   

Microport Cardioflow Medtech Corp. (a) (d)

   

1,000

     

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Wuxi AppTec Co. Ltd. Class H (d)

   

9,964

   

$

237

   

Wuxi Biologics Cayman, Inc. (a) (d)

   

21,000

     

294

   

Zai Lab Ltd., ADR (a)

   

5,010

     

802

   
     

3,802

   
     

9,374

   

Denmark (0.3%):

 

Health Care (0.3%):

 

Ascendis Pharma A/S, ADR (a)

   

40,643

     

6,102

   

Genmab A/S (a)

   

490

     

195

   

Zealand Pharma A/S, ADR (a) (b)

   

1,592

     

51

   
     

6,348

   

Germany (0.1%):

 

Health Care (0.1%):

 

Centogene NV (a)

   

243,618

     

2,573

   

Hong Kong (0.2%):

 

Health Care (0.0%): (c)

 

Hutchison China Meditech Ltd., ADR (a)

   

2,426

     

78

   

Information Technology (0.2%):

 

ASM Pacific Technology Ltd.

   

310,800

     

4,513

   
     

4,591

   

Ireland (0.0%): (c)

 

Health Care (0.0%):

 

Alkermes PLC (a)

   

16,999

     

357

   

ICON PLC (a)

   

1,906

     

388

   
     

745

   

Israel (1.8%):

 

Health Care (0.0%): (c)

 

Gamida Cell Ltd. (a)

   

15,127

     

122

   

UroGen Pharma Ltd. (a) (b)

   

5,491

     

121

   
     

243

   

Information Technology (1.8%):

 

Wix.com Ltd. (a)

   

143,262

     

35,393

   
     

35,636

   

Japan (0.5%):

 

Health Care (0.1%):

 

Astellas Pharma, Inc.

   

20,200

     

328

   

Daiichi Sankyo Co. Ltd.

   

16,650

     

536

   

Eisai Co. Ltd.

   

5,115

     

373

   

Nippon Shinyaku Co. Ltd.

   

1,100

     

81

   

Ono Pharmaceutical Co. Ltd.

   

8,530

     

255

   
     

1,573

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.4%):

 

Sansan, Inc. (a)

   

35,100

   

$

2,816

   

Taiyo Yuden Co. Ltd.

   

99,900

     

5,861

   
     

8,677

   
     

10,250

   

Korea, Republic Of (0.6%):

 

Information Technology (0.6%):

 

Koh Young Technology, Inc. (a)

   

30,726

     

2,944

   

SK Hynix, Inc.

   

83,746

     

9,148

   
     

12,092

   

Netherlands (1.4%):

 

Health Care (0.2%):

 

Argenx SE, ADR (a)

   

335

     

98

   

Merus NV (a)

   

113,000

     

3,110

   
     

3,208

   

Information Technology (1.2%):

 

BE Semiconductor Industries NV

   

110,534

     

7,599

   

STMicroelectronics NV, NYS (b)

   

430,639

     

17,204

   
     

24,803

   
     

28,011

   

Singapore (0.5%):

 

Information Technology (0.5%):

 

Flex Ltd. (a)

   

373,256

     

6,584

   

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

   

604,405

     

4,412

   
     

10,996

   

Spain (0.0%): (c)

 

Health Care (0.0%):

 

Laboratorios Farmaceuticos Rovi SA

   

2,953

     

145

   

Switzerland (0.0%): (c)

 

Health Care (0.0%):

 

Novartis AG Registered Shares

   

2,590

     

235

   

Tecan Group AG Class R

   

424

     

205

   
     

440

   

Taiwan (0.3%):

 

Information Technology (0.3%):

 

Globalwafers Co. Ltd.

   

197,800

     

4,346

   

Hon Hai Precision Industry Co. Ltd.

   

623,000

     

2,478

   
     

6,824

   

Thailand (0.4%):

 

Information Technology (0.4%):

 

Fabrinet (a)

   

101,787

     

8,035

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

United Kingdom (1.6%):

 

Consumer Discretionary (0.2%):

 

Trainline PLC (a) (d)

   

710,181

   

$

3,954

   

Health Care (1.4%):

 

AstraZeneca PLC, ADR (b)

   

20,840

     

1,055

   

Autolus Therapeutics PLC, ADR (a)

   

178,967

     

1,315

   

Bicycle Therapeutics PLC, ADR (a) (b)

   

199,101

     

5,338

   

Compass Pathways PLC, ADR (a) (b)

   

150,227

     

6,584

   

ConvaTec Group PLC (d)

   

73,224

     

200

   

Freeline Therapeutics Holdings PLC, ADR (a)

   

9,133

     

164

   

Genus PLC

   

3,696

     

248

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

73,483

     

11,204

   

Hikma Pharmaceuticals PLC

   

2,075

     

68

   

Myovant Sciences Ltd. (a)

   

5,344

     

125

   

Quotient Ltd. (a) (b)

   

351,969

     

2,133

   

Smith & Nephew PLC

   

17,891

     

377

   
     

28,811

   
     

32,765

   

United States (87.1%):

 

Communication Services (9.1%):

 

Alphabet, Inc. Class A (a)

   

20,654

     

37,742

   

Boingo Wireless, Inc. (a)

   

1,075,101

     

12,407

   

Electronic Arts, Inc.

   

33,827

     

4,844

   

Facebook, Inc. Class A (a)

   

169,963

     

43,906

   

IAC/InterActiveCorp. (a)

   

58,629

     

12,309

   

Match Group, Inc. (a)

   

183,181

     

25,620

   

Snap, Inc. Class A (a)

   

74,927

     

3,967

   

Take-Two Interactive Software, Inc. (a)

   

82,534

     

16,544

   

Twitter, Inc. (a)

   

428,550

     

21,655

   

Yelp, Inc. (a)

   

181,900

     

5,928

   
     

184,922

   

Consumer Discretionary (4.3%):

 

Amazon.com, Inc. (a)

   

18,064

     

57,917

   

Booking Holdings, Inc. (a)

   

6,393

     

12,430

   

Etsy, Inc. (a)

   

19,206

     

3,823

   

Sonos, Inc. (a)

   

538,852

     

14,091

   
     

88,261

   

Financials (1.0%):

 

Longview Acquisition Corp. Class A (a)

   

405,508

     

7,482

   

MedTech Acquisition Corp. (a)

   

9,539

     

101

   

Omega Alpha SPAC Class A (a)

   

356,140

     

3,754

   

Panacea Acquisition Corp. (a) (f)

   

518,825

     

5,707

   

Reinvent Technology Partners (a) (b)

   

195,323

     

2,539

   
     

19,583

   

Health Care (23.9%):

 

10X Genomics, Inc. Class A (a)

   

74,950

     

12,828

   

89bio, Inc. (a)

   

4,693

     

95

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Abbott Laboratories

   

11,215

   

$

1,386

   

Acadia Healthcare Co., Inc. (a)

   

4,170

     

211

   

AdaptHealth Corp. (a)

   

5,400

     

207

   

Adaptive Biotechnologies Corp. (a)

   

57,279

     

3,177

   

Adverum Biotechnologies, Inc. (a)

   

200,722

     

2,475

   

Akero Therapeutics, Inc. (a)

   

3,733

     

110

   

Akouos, Inc. (a)

   

108,090

     

1,721

   

Albireo Pharma, Inc. (a)

   

77,538

     

2,843

   

Allogene Therapeutics, Inc. (a)

   

105,013

     

3,644

   

Alnylam Pharmaceuticals, Inc. (a)

   

2,333

     

351

   

Amedisys, Inc. (a)

   

852

     

245

   

Amicus Therapeutics, Inc. (a)

   

298,425

     

5,643

   

Amneal Pharmaceuticals, Inc. (a)

   

11,749

     

56

   

Apellis Pharmaceuticals, Inc. (a)

   

227,096

     

10,054

   

Arcus Biosciences, Inc. (a)

   

211,186

     

7,334

   

Arena Pharmaceuticals, Inc. (a)

   

4,033

     

299

   

Atreca, Inc. Class A (a)

   

31,144

     

405

   

Avidity Biosciences, Inc. (a)

   

179,510

     

4,107

   

Avrobio, Inc. (a)

   

199,923

     

2,861

   

Baxter International, Inc.

   

7,337

     

564

   

Beam Therapeutics, Inc. (a) (b)

   

75,108

     

7,243

   

Becton, Dickinson & Co.

   

3,963

     

1,037

   

Berkeley Lights, Inc. (a)

   

159,634

     

11,494

   

BioAtla, Inc. (a)

   

2,200

     

97

   

Biogen, Inc. (a)

   

1,728

     

488

   

Biohaven Pharmaceutical Holding Co. Ltd. (a)

   

2,377

     

203

   

BioLife Solutions, Inc. (a)

   

183,134

     

6,944

   

Bio-Techne Corp.

   

606

     

197

   

Bioxcel Therapeutics, Inc. (a)

   

112,262

     

5,200

   

Black Diamond Therapeutics, Inc. (a)

   

1,083

     

27

   

bluebird bio, Inc. (a)

   

304,715

     

13,575

   

Blueprint Medicines Corp. (a)

   

34,081

     

3,297

   

Boston Scientific Corp. (a)

   

32,256

     

1,143

   

Bristol-Myers Squibb Co.

   

22,229

     

1,366

   

Centene Corp. (a)

   

5,982

     

361

   

Coherus Biosciences, Inc. (a)

   

6,227

     

117

   

Constellation Pharmaceuticals, Inc. (a)

   

238,511

     

7,864

   

Crinetics Pharmaceuticals, Inc. (a)

   

105,342

     

1,512

   

CryoPort, Inc. (a) (b)

   

243,930

     

16,636

   

Cullinan Management, Inc. (a) (b)

   

141,950

     

5,396

   

CytomX Therapeutics, Inc. (a)

   

563,540

     

3,894

   

Danaher Corp.

   

5,942

     

1,413

   

DermTech, Inc. (a)

   

577,365

     

23,660

   

Dyne Therapeutics, Inc. (a)

   

7,900

     

153

   

Editas Medicine, Inc. (a)

   

85,614

     

5,252

   

Edwards Lifesciences Corp. (a)

   

11,925

     

985

   

Elanco Animal Health, Inc. (a)

   

4,969

     

144

   

Eli Lilly & Co.

   

10,169

     

2,115

   

Encompass Health Corp.

   

4,541

     

365

   

Epizyme, Inc. (a)

   

400,263

     

4,383

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Equillium, Inc. (a)

   

555,870

   

$

3,185

   

Exact Sciences Corp. (a)

   

65,273

     

8,953

   

Exagen, Inc. (a)

   

243,016

     

3,815

   

Fate Therapeutics, Inc. (a)

   

264,521

     

23,974

   

Foghorn Therapeutics, Inc. (a)

   

226,265

     

3,733

   

Generation Bio Co. (a)

   

228,017

     

6,004

   

Halozyme Therapeutics, Inc. (a)

   

114,876

     

5,467

   

HCA Healthcare, Inc.

   

4,534

     

737

   

Hologic, Inc. (a)

   

5,617

     

448

   

Homology Medicines, Inc. (a)

   

162,230

     

1,971

   

Humana, Inc.

   

1,524

     

584

   

iCAD, Inc. (a)

   

51,897

     

788

   

IGM Biosciences, Inc. (a) (b)

   

45,720

     

4,359

   

ImmunoGen, Inc. (a)

   

23,422

     

167

   

Inari Medical, Inc. (a)

   

1,151

     

110

   

Inhibrx, Inc. (a)

   

179,843

     

5,701

   

Integra LifeSciences Holdings Corp. (a)

   

3,039

     

201

   

Intuitive Surgical, Inc. (a)

   

896

     

670

   

Invitae Corp. (a) (b)

   

115,145

     

5,702

   

Iovance Biotherapeutics, Inc. (a)

   

192,186

     

8,425

   

Ironwood Pharmaceuticals, Inc. (a)

   

21,201

     

217

   

Kezar Life Sciences, Inc. (a)

   

967,244

     

5,136

   

Kinnate Biopharma, Inc. (a)

   

264,950

     

8,690

   

Kodiak Sciences, Inc. (a)

   

2,971

     

375

   

Kura Oncology, Inc. (a)

   

305,891

     

9,161

   

Kymera Therapeutics, Inc. (a)

   

2,428

     

150

   

Laboratory Corp. of America Holdings (a)

   

1,947

     

446

   

LHC Group, Inc. (a)

   

1,168

     

233

   

MacroGenics, Inc. (a)

   

149,796

     

3,062

   

Madrigal Pharmaceuticals, Inc. (a) (b)

   

2,085

     

248

   

Marinus Pharmaceuticals, Inc. (a) (b)

   

188,282

     

2,340

   

Masimo Corp. (a)

   

471

     

121

   

Matinas BioPharma Holdings, Inc. (a) (b)

   

1,996,923

     

2,915

   

Mirati Therapeutics, Inc. (a)

   

29,314

     

6,019

   

Molina Healthcare, Inc. (a)

   

1,037

     

221

   

NanoString Technologies, Inc. (a)

   

3,849

     

270

   

NeoGenomics, Inc. (a)

   

189,476

     

10,046

   

Novavax, Inc. (a)

   

1,527

     

337

   

Nurix Therapeutics, Inc. (a) (b)

   

8,185

     

298

   

NuVasive, Inc. (a)

   

3,071

     

165

   

ORIC Pharmaceuticals, Inc. (a)

   

335,631

     

9,841

   

Owens & Minor, Inc.

   

7,326

     

213

   

Oyster Point Pharma, Inc. (a)

   

5,437

     

102

   

Passage Bio, Inc. (a)

   

168,446

     

3,143

   

Penumbra, Inc. (a)

   

664

     

173

   

Pfizer, Inc.

   

58,180

     

2,089

   

PhaseBio Pharmaceuticals, Inc. (a) (b)

   

10,981

     

42

   

PMV Pharmaceuticals, Inc. (a)

   

119,491

     

4,079

   

PPD, Inc. (a)

   

11,769

     

378

   

PRA Health Sciences, Inc. (a)

   

3,224

     

397

   

Provention Bio, Inc. (a) (b)

   

282,559

     

3,891

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Quanterix Corp. (a)

   

266,417

   

$

17,248

   

Quidel Corp. (a)

   

1,200

     

301

   

R1 RCM, Inc. (a)

   

8,469

     

214

   

Radius Health, Inc. (a)

   

3,334

     

62

   

Regulus Therapeutics, Inc. PIPE (a) (f) (g)

   

6,270,099

     

8,214

   

Replimune Group, Inc. (a)

   

160,987

     

6,246

   

Revance Therapeutics, Inc. (a)

   

6,637

     

169

   

REVOLUTION Medicines, Inc. (a)

   

95,319

     

4,017

   

Rigel Pharmaceuticals, Inc. (a)

   

31,585

     

115

   

Sage Therapeutics, Inc. (a)

   

59,874

     

4,829

   

Scholar Rock Holding Corp. (a)

   

87,688

     

5,231

   

Seagen, Inc. (a)

   

3,037

     

499

   

Shattuck Labs, Inc. (a)

   

135,111

     

6,703

   

Sigilon Therapeutics, Inc. (a)

   

163,152

     

4,994

   

Silverback Therapeutics, Inc. (a)

   

77,131

     

3,388

   

SpringWorks Therapeutics, Inc. (a)

   

193,817

     

16,147

   

Stoke Therapeutics, Inc. (a)

   

78,906

     

4,820

   

Surface Oncology, Inc. (a)

   

676,948

     

7,487

   

Sutro Biopharma, Inc. (a)

   

242,793

     

5,378

   

Syndax Pharmaceuticals, Inc. (a)

   

12,030

     

241

   

Syneos Health, Inc. (a)

   

2,822

     

210

   

TCR2 Therapeutics, Inc. (a)

   

229,100

     

5,895

   

Teleflex, Inc.

   

1,549

     

585

   

Therapeutics Acquisition Corp. Class A (a)

   

2,000

     

28

   

Thermo Fisher Scientific, Inc.

   

3,636

     

1,853

   

Turning Point Therapeutics, Inc. (a)

   

87,795

     

11,017

   

Twist Bioscience Corp. (a)

   

51,992

     

8,555

   

UnitedHealth Group, Inc.

   

9,494

     

3,167

   

Veeva Systems, Inc. Class A (a)

   

40,544

     

11,208

   

Vertex Pharmaceuticals, Inc. (a)

   

2,017

     

462

   

Viatris, Inc. (a)

   

21,253

     

361

   

VistaGen Therapeutics, Inc. (a)

   

1,059,071

     

2,245

   
     

488,858

   

Industrials (0.1%):

 

Uber Technologies, Inc. (a)

   

43,745

     

2,228

   

Information Technology (48.4%):

 

908 Devices, Inc. (a)

   

52,821

     

2,911

   

Adobe, Inc. (a)

   

17,367

     

7,967

   

Advanced Micro Devices, Inc. (a)

   

180,345

     

15,445

   

Ambarella, Inc. (a)

   

153,450

     

14,480

   

Arista Networks, Inc. (a)

   

14,430

     

4,438

   

Avaya Holdings Corp. (a)

   

638,425

     

14,199

   

Ceridian HCM Holding, Inc. (a)

   

22,153

     

2,058

   

Cognizant Technology Solutions Corp. Class A

   

117,996

     

9,198

   

Cohu, Inc.

   

586,184

     

23,846

   

Corning, Inc.

   

156,577

     

5,616

   

Coupa Software, Inc. (a)

   

95,908

     

29,719

   

DocuSign, Inc. (a)

   

158,742

     

36,969

   

Dolby Laboratories, Inc. Class A

   

183,876

     

16,187

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Domo, Inc. Class B (a)

   

231,394

   

$

14,668

   

Dropbox, Inc. Class A (a)

   

565,926

     

12,807

   

Fair Isaac Corp. (a)

   

29,720

     

13,377

   

FleetCor Technologies, Inc. (a)

   

32,020

     

7,773

   

FormFactor, Inc. (a)

   

75,652

     

3,092

   

Genpact Ltd.

   

188,832

     

7,228

   

Global Payments, Inc.

   

160,822

     

28,388

   

GoDaddy, Inc. Class A (a)

   

215,851

     

16,962

   

Guidewire Software, Inc. (a)

   

59,238

     

6,797

   

Ichor Holdings Ltd. (a)

   

349,530

     

12,618

   

Keysight Technologies, Inc. (a)

   

93,064

     

13,177

   

KLA Corp.

   

44,334

     

12,417

   

Lam Research Corp.

   

64,226

     

31,082

   

Lattice Semiconductor Corp. (a)

   

853,836

     

34,247

   

Lumentum Holdings, Inc. (a)

   

72,748

     

6,824

   

MACOM Technology Solutions Holdings, Inc. (a)

   

622,521

     

35,397

   

Micron Technology, Inc. (a)

   

149,934

     

11,735

   

Microsoft Corp.

   

433,402

     

100,532

   

MKS Instruments, Inc.

   

140,220

     

22,165

   

Monolithic Power Systems, Inc.

   

37,784

     

13,424

   

NVIDIA Corp.

   

38,262

     

19,881

   

Paycom Software, Inc. (a)

   

50,889

     

19,325

   

PayPal Holdings, Inc. (a)

   

73,507

     

17,223

   

Proofpoint, Inc. (a)

   

111,280

     

14,364

   

RingCentral, Inc. Class A (a)

   

235,144

     

87,690

   

salesforce.com, Inc. (a)

   

72,732

     

16,405

   

ServiceNow, Inc. (a)

   

63,041

     

34,241

   

Skyworks Solutions, Inc.

   

28,859

     

4,884

   

Snowflake, Inc. Class A (a)

   

453

     

123

   

Splunk, Inc. (a)

   

45,667

     

7,536

   

Square, Inc. Class A (a)

   

25,439

     

5,494

   

Teradyne, Inc.

   

41,581

     

4,719

   

Twilio, Inc. Class A (a)

   

164,094

     

58,980

   

Varonis Systems, Inc. (a)

   

152,970

     

27,041

   

Viavi Solutions, Inc. (a)

   

826,221

     

12,765

   

Visa, Inc. Class A

   

197,464

     

38,160

   

WEX, Inc. (a)

   

29,635

     

5,589

   

Workday, Inc. Class A (a)

   

56,040

     

12,751

   

Zendesk, Inc. (a)

   

97,799

     

14,107

   
     

989,021

   

Materials (0.3%):

 

Kronos Bio, Inc. (a)

   

191,624

     

5,268

   
     

1,778,141

   

Total Common Stocks (Cost $1,093,321)

   

2,010,047

   

Warrants (0.1%)

 

United States (0.1%):

 

Health Care (0.1%):

 

Regulus Therapeutics, Inc. PIPE (a) (f) (g)

   

4,702,574

     

2,680

   

Total Warrants (Cost $588)

   

2,680

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Rights (0.0%)

 

United States (0.0%):

 

Health Care (0.0%):

 

Contra Clementia Pharmaceuticals (a) (e) (f)

   

14,251

   

$

   

Total Rights (Cost $19)

   

   

Collateral for Securities Loaned^ (3.1%)

 

United States (3.1%):

 
Fidelity Investments Money Market Government Portfolio, Institutional
Shares, 0.01% (h)
   

7,386,810

     

7,387

   
Goldman Sachs Financial Square Government Fund Institutional
Shares, 0.03% (h)
   

34,255,112

     

34,255

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (h)

   

20,232,213

     

20,232

   

Total Collateral for Securities Loaned (Cost $61,874)

   

61,874

   

Total Investments (Cost $1,155,802) — 101.6%

   

2,074,601

   

Liabilities in excess of other assets — (1.6)%

   

(32,005

)

 

NET ASSETS — 100.00%

 

$

2,042,596

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $4,917 (thousands) and amounted to 0.2% of net assets.

(e)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of the Fund's net assets as of January 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(f)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were 0.8% of the Fund's net assets.

(g)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.5% of the Fund's net assets as of January 31, 2021. (See Note 2 in the Notes to Financial Statements)

(h)  Rate disclosed is the daily yield on January 31, 2021.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PIPE — Private Investment in Public Equity

PLC — Public Limited Company

See notes to financial statements.


11



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Science &
Technology Fund
 

Assets:

 

Investments, at value (Cost $1,155,802)

 

$

2,074,601

(a)

 

Foreign currency, at value (Cost $—(b))

   

(b)

 

Cash and cash equivalents

   

30,412

   

Receivables:

 

Interest and dividends

   

291

   

Capital shares issued

   

945

   

Investments sold

   

3,194

   

Reclaims

   

24

   

Prepaid expenses

   

32

   

Total assets

   

2,109,499

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

61,874

   

Investments purchased

   

1,628

   

Capital shares redeemed

   

1,431

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,399

   

Administration fees

   

269

   

Custodian fees

   

17

   

Transfer agent fees

   

223

   

Compliance fees

   

1

   
12b-1 fees    

12

   

Other accrued expenses

   

49

   

Total liabilities

   

66,903

   

Net Assets:

 

Capital

   

1,042,250

   

Total accumulated earnings/(loss)

   

1,000,346

   

Net assets

 

$

2,042,596

   

Net Assets

 

Fund Shares

 

$

1,931,857

   

Class A

   

110,739

   

Total

 

$

2,042,596

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

54,348

   

Class A

   

3,266

   

Total

   

57,614

   

Net asset value, offering and redemption price per share: (c)

 

Fund Shares

 

$

35.55

   

Class A

 

$

33.91

   

Maximum Sales Charge — Class A

   

5.75

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

35.98

   

(a)  Includes $60,040 of securities on loan.

(b)  Rounds to less than $1 thousand.

(c)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


12



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Science &
Technology Fund
 

Investment Income:

 

Dividends

 

$

1,779

   

Interest

   

4

   

Securities lending (net of fees)

   

317

   

Foreign tax withholding

   

(45

)

 

Total income

   

2,055

   

Expenses:

 

Investment advisory fees

   

7,120

   

Administration fees — Fund Shares

   

1,307

   

Administration fees — Class A

   

76

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

127

   

Custodian fees

   

51

   

Transfer agent fees — Fund Shares

   

647

   

Transfer agent fees — Class A

   

51

   

Trustees' fees

   

27

   

Compliance fees

   

6

   

Legal and audit fees

   

50

   

State registration and filing fees

   

33

   

Interfund lending fees

   

(a)

 

Other expenses

   

56

   

Total expenses

   

9,571

   

Net Investment Income (Loss)

   

(7,516

)

 

Realized/Unrealized Gains (Losses) from Investments:

 
Net realized gains (losses) from investment securities and foreign
currency translations
   

158,093

   
Net change in unrealized appreciation/depreciation on investment
securities and foreign currency transactions
   

324,589

   

Net realized/unrealized gains (losses) on investments

   

482,682

   

Change in net assets resulting from operations

 

$

475,166

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


13



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Science & Technology Fund

 
    Six Months
Ended
January 31,
2021
(unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(7,516

)

 

$

(9,680

)

 

Net realized gains (losses) from investments

   

158,093

     

60,290

   
Net change in unrealized appreciation/depreciation on
investments
   

324,589

     

343,518

   

Change in net assets resulting from operations

   

475,166

     

394,128

   

Distributions to Shareholders:

 

Fund Shares

   

(99,547

)

   

(301,846

)

 

Class A

   

(6,058

)

   

(22,502

)

 

Change in net assets resulting from distributions to shareholders

   

(105,605

)

   

(324,348

)

 

Change in net assets resulting from capital transactions

   

20,000

     

94,526

   

Change in net assets

   

389,561

     

164,306

   

Net Assets:

 

Beginning of period

   

1,653,035

     

1,488,729

   

End of period

 

$

2,042,596

   

$

1,653,035

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

86,899

   

$

135,503

   

Distributions reinvested

   

98,071

     

296,794

   

Cost of shares redeemed

   

(161,847

)

   

(326,335

)

 

Total Fund Shares

 

$

23,123

   

$

105,962

   

Class A

 

Proceeds from shares issued

 

$

3,815

   

$

8,302

   

Distributions reinvested

   

5,892

     

21,872

   

Cost of shares redeemed

   

(12,830

)

   

(41,610

)

 

Total Class A

 

$

(3,123

)

 

$

(11,436

)

 

Change in net assets resulting from capital transactions

 

$

20,000

   

$

94,526

   

Share Transactions:

 

Fund Shares

 

Issued

   

2,576

     

5,609

   

Reinvested

   

2,803

     

12,870

   

Redeemed

   

(4,928

)

   

(13,323

)

 

Total Fund Shares

   

451

     

5,156

   

Class A

 

Issued

   

122

     

357

   

Reinvested

   

176

     

989

   

Redeemed

   

(418

)

   

(1,766

)

 

Total Class A

   

(120

)

   

(420

)

 

Change in Shares

   

331

     

4,736

   

See notes to financial statements.


14



This page is intentionally left blank.


15



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net Realized
Gains From
Investments
  Total
Distributions
 

USAA Science & Technology Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

28.93

     

(0.13

)(d)

   

8.66

     

8.53

     

(1.91

)

   

(1.91

)

 
Year Ended
July 31, 2020
 

$

28.39

     

(0.17

)(d)

   

7.26

     

7.09

     

(6.55

)

   

(6.55

)

 
Year Ended
July 31, 2019
 

$

29.19

     

0.01

     

2.83

     

2.84

     

(3.64

)

   

(3.64

)

 
Year Ended
July 31, 2018
 

$

26.89

     

(g)

   

4.50

     

4.50

     

(2.20

)

   

(2.20

)

 
Year Ended
July 31, 2017
 

$

22.03

     

0.05

     

5.68

     

5.73

     

(0.87

)

   

(0.87

)

 
Year Ended
July 31, 2016
 

$

23.07

     

(0.01

)

   

0.37

     

0.36

     

(1.40

)

   

(1.40

)

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

27.71

     

(0.17

)(d)

   

8.28

     

8.11

     

(1.91

)

   

(1.91

)

 
Year Ended
July 31, 2020
 

$

27.53

     

(0.23

)(d)

   

6.96

     

6.73

     

(6.55

)

   

(6.55

)

 
Year Ended
July 31, 2019
 

$

28.49

     

(0.07

)

   

2.75

     

2.68

     

(3.64

)

   

(3.64

)

 
Year Ended
July 31, 2018
 

$

26.36

     

(0.08

)

   

4.41

     

4.33

     

(2.20

)

   

(2.20

)

 
Year Ended
July 31, 2017
 

$

21.67

     

(0.02

)

   

5.58

     

5.56

     

(0.87

)

   

(0.87

)

 
Year Ended
July 31, 2016
 

$

22.77

     

(0.07

)

   

0.37

     

0.30

     

(1.40

)

   

(1.40

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The expenses paid indirectly decreased the expense ratio by less than 0.01%.

See notes to financial statements.


16



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses(b)^
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Science & Technology Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

35.55

     

29.59

%

   

1.02

%

   

(0.80

)%

   

1.02

%

 

$

1,931,857

     

19

%

 
Year Ended
July 31, 2020
 

$

28.93

     

30.85

%

   

1.04

%

   

(0.66

)%

   

1.04

%

 

$

1,559,222

     

44

%

 
Year Ended
July 31, 2019
 

$

28.39

     

12.79

%

   

1.02

%(e)

   

(0.39

)%

   

1.02

%(e)

 

$

1,383,956

     

109

%(f)

 
Year Ended
July 31, 2018
 

$

29.19

     

17.55

%

   

1.04

%(e)

   

(0.31

)%

   

1.04

%(e)

 

$

1,328,080

     

56

%

 
Year Ended
July 31, 2017
 

$

26.89

     

27.05

%

   

1.14

%(e)

   

(0.28

)%

   

1.14

%(e)

 

$

1,137,256

     

75

%

 
Year Ended
July 31, 2016
 

$

22.03

     

1.74

%

   

1.17

%(e)

   

(0.24

)%

   

1.17

%(e)

 

$

901,629

     

83

%

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

33.91

     

29.41

%

   

1.31

%

   

(1.09

)%

   

1.31

%

 

$

110,739

     

19

%

 
Year Ended
July 31, 2020
 

$

27.71

     

30.47

%

   

1.33

%

   

(0.94

)%

   

1.33

%

 

$

93,813

     

44

%

 
Year Ended
July 31, 2019
 

$

27.53

     

12.52

%

   

1.29

%(e)(h)

   

(0.65

)%

   

1.29

%(e)

 

$

104,773

     

109

%(f)

 
Year Ended
July 31, 2018
 

$

28.49

     

17.24

%

   

1.31

%(e)(i)

   

(0.57

)%

   

1.31

%(e)

 

$

115,229

     

56

%

 
Year Ended
July 31, 2017
 

$

26.36

     

26.71

%

   

1.41

%(e)(j)

   

(0.55

)%

   

1.42

%(e)

 

$

115,559

     

75

%

 
Year Ended
July 31, 2016
 

$

21.67

     

1.48

%

   

1.42

%(e)

   

(0.50

)%

   

1.42

%(e)

 

$

122,430

     

83

%

 

(f)  Reflects increased trading activity due to current year transition or asset allocation shift.

(g)  Amount is less than $0.005 per share.

(h)  Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A to 1.35% of the Class A average daily net assets.

(i)  Prior to December 1, 2017, AMCO (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A to 1.35% of the Class A average daily net assets.

(j)  Prior to December 1, 2016, AMCO (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A to 1.40% of the Class A average daily net assets.

See notes to financial statements.


17



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Science & Technology Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Class A. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value its international equity securities. The valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,948,294

   

$

61,753

   

$

   

$

2,010,047

   

Warrants

   

     

2,680

     

     

2,680

   

Rights

   

     

     

(a)

   

(a)

 

Collateral for Securities Loaned

   

61,874

     

     

     

61,874

   

Total

 

$

2,010,168

   

$

64,433

   

$

(a)

 

$

2,074,601

   

(a)  Zero market value security.

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of January 31, 2021, the Fund had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

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

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.


20



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

60,040

   

$

   

$

61,874

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 12b-1 fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


21



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

348,657

   

$

458,982

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Science & Technology Funds Index. The Lipper Science &Technology Funds Index tracks the total return performance of each class within the Lipper Science & Technology Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a)  Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.


22



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Science & Technology Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $192 and $10 for Fund Shares and Class A, respectively, in thousands. Performance adjustments were 0.02% and 0.02% for Fund Shares and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM has entered into a Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management"). Under which Wellington directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% and 0.15% of average daily net assets of the Fund Shares and Class A, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% of average daily net assets of Class A, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.


23



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to VCTA for the period ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended January 31, 2021, the Distributor received approximately $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 1.06% and 1.34% for Fund Shares and Class A, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the Fund had no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade


24



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Sector Risk — A mutual fund portfolio consisting of investments related to the fields of science and technology is likely to be more volatile than a portfolio that is more widely diversified in other economic sectors. There is a possibility that the Fund's investments in companies whose values are highly dependent on scientific and technological developments may be more volatile because of the short life cycles and competitive pressures of many of the products or services of these companies. Because of the competitiveness and rapid changes in the fields of science and technology, many of the companies in the Fund's portfolio are subject to distinctive risks. The products and services of these companies may not be economically successful or may quickly become outdated. Additionally, many of these companies must comply with significant governmental regulations and may need governmental approval of their products and services.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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


25



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

6. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
January 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing During
the Period
 

Borrower

 

$

   

$

2,091

     

1

     

0.62

%

 

$

2,091

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within


26



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards, for the federal income tax purposes.

8. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


27



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,295.90

   

$

1,020.06

   

$

5.90

   

$

5.19

     

1.02

%

 

Class A

   

1,000.00

     

1,294.10

     

1,018.60

     

7.57

     

6.67

     

1.31

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


28



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Science & Technology Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Wellington Management Company LLP (the "Subadviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and Subadvisory Agreement and the Adviser and the Subadviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's and the Subadviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement and Subadvisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement and the Subadvisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement and the Subadvisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadviser in providing services to the Fund.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser and the Subadviser. At the meeting at which the renewal of the Advisory Agreement and Subadvisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser and the Subadviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement and Subadvisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its


29



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Board considered the Adviser's process for monitoring the performance of the Subadviser and the Adviser's timeliness in responding to performance issues. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was equal to the median of its expense group and above the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also took into account that the subadvisory fees under the Subadvisory Agreement are paid by the Adviser. The Board also considered and discussed information about the Subadviser's fees, including the amount of management fees retained by the Adviser after payment of the subadvisory fees.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


30



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one- and ten-year periods ended September 30, 2020, and was below the average of its performance universe and its Lipper index for the three- and five-year periods ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's longer-term underperformance. The Board also considered management's discussion of recent changes made to the Fund and the Fund's more recent improved performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees and also noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board considered the fact that the Adviser also pays the Fund's subadvisory fees. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Subadvisory Agreement

In approving the Subadvisory Agreement with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadviser, including the personnel providing services; (ii) the Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreement. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreement. In approving the Subadvisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.


31



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadviser, including information presented periodically throughout the previous year. The Board considered the Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and the Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadviser, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance questionnaire and quarterly compliance certifications to the Board; and (iii) due diligence visits with the Subadviser.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadviser. In considering the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreement were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreement and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of the Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreement. For similar reasons, the Board concluded that the potential for economies of scale in the Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreement.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that the Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to the Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended September 30, 2020, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of the Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadviser. The Board was mindful of the Adviser's focus on the Subadviser's performance. The Board also noted the Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.


32



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

31704-0321



JANUARY 31, 2021

Semi Annual Report

USAA Short-Term Bond Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

4

   

Financial Statements

 

Statement of Assets and Liabilities

    33    

Statement of Operations

    34    

Statements of Changes in Net Assets

    35    

Financial Highlights

    38    

Notes to Financial Statements

   

42

   

Supplemental Information (Unaudited)

   

55

   

Proxy Voting and Portfolio Holdings Information

    55    

Expense Examples

    55    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    57

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with high current income consistent with preservation of principal.

Asset Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
 

January 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

January 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management, Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


3



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (23.5%)

 
American Credit Acceptance Receivables Trust, Series 2019-3,
Class D, 2.89%, 9/12/25, Callable 5/12/23 @ 100 (a)
 

$

700

   

$

723

   
American Credit Acceptance Receivables Trust, Series 2020-3,
Class C, 1.85%, 6/15/26, Callable 12/13/23 @ 100 (a)
   

3,000

     

3,061

   
American Credit Acceptance Receivables Trust, Series 2019-2,
Class D, 3.41%, 6/12/25, Callable 1/12/23 @ 100 (a)
   

3,000

     

3,116

   
American Credit Acceptance Receivables Trust, Series 2018-3,
Class D, 4.14%, 10/15/24, Callable 6/12/22 @ 100 (a)
   

2,000

     

2,050

   
Americredit Automobile Receivables Trust, Series 2018-2,
Class A3, 3.15%, 3/20/23, Callable 12/18/22 @ 100
   

1,136

     

1,145

   
AmeriCredit Automobile Receivables Trust, Series 2017-4,
Class C, 2.60%, 9/18/23, Callable 5/18/22 @ 100
   

5,000

     

5,075

   
AmeriCredit Automobile Receivables Trust, Series 2017-4,
Class D, 3.08%, 12/18/23, Callable 5/18/22 @ 100
   

1,921

     

1,984

   
ARI Fleet Lease Trust, Series 2018-A, Class A3, 2.84%, 10/15/26,
Callable 10/15/21 @ 100 (a)
   

6,063

     

6,113

   
ARI Fleet Lease Trust, Series 2019-A, Class A3, 2.53%, 11/15/27,
Callable 12/15/22 @ 100 (a)
   

5,000

     

5,186

   
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28,
Callable 3/15/23 @ 100 (a)
   

1,470

     

1,521

   
ARI Fleet Lease Trust, Series 2020-A, Class A3, 1.80%, 8/15/28,
Callable 3/15/23 @ 100 (a)
   

2,250

     

2,306

   
ARI Fleet Lease Trust, Series 2018-A, Class A2, 2.55%, 10/15/26,
Callable 10/15/21 @ 100 (a)
   

20

     

20

   
ARL Second LLC, Series 2014-1A, Class A1, 2.92%, 6/15/44,
Callable 6/15/24 @ 100 (a)
   

381

     

387

   
Ascentium Equipment Receivables Trust, Series 2017-2A,
Class D, 3.56%, 10/10/25, Callable 12/10/21 @ 100 (a)
   

608

     

618

   
Ascentium Equipment Receivables Trust, Series 2017-1A,
Class D, 3.80%, 1/10/24, Callable 7/10/21 @ 100 (a)
   

767

     

775

   
Ascentium Equipment Receivables Trust, Series 2017-1A,
Class B, 2.85%, 10/10/21, Callable 7/10/21 @ 100 (a)
   

7,764

     

7,804

   
Avis Budget Rental Car Funding AESOP LLC, Series 2016-2A,
Class B, 3.36%, 11/20/22, Callable 12/20/21 @ 100 (a)
   

5,000

     

5,072

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-1A,
Class A, 3.45%, 3/20/23, Callable 4/20/22 @ 100 (a)
   

4,967

     

5,106

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A,
Class A, 3.35%, 9/22/25, Callable 10/20/24 @ 100 (a)
   

3,300

     

3,552

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-1A,
Class B, 3.70%, 3/20/23, Callable 4/20/22 @ 100 (a)
   

2,200

     

2,254

   
Avis Budget Rental Car Funding AESOP LLC, Series 2020- 1A,
Class B, 2.68%, 8/20/26, Callable 9/20/25 @ 100 (a)
   

4,000

     

4,199

   
Avis Budget Rental Car Funding AESOP LLC, Series 2016-1A,
Class C, 4.94%, 6/20/22, Callable 7/20/21 @ 100 (a)
   

2,356

     

2,371

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-3A,
Class A, 2.36%, 3/20/26, Callable 4/20/25 @ 100 (a)
   

5,000

     

5,275

   
Bank of The West Auto Trust, Series 2017-1,
Class A4, 2.33%, 9/15/23, Callable 2/15/22 @ 100 (a)
   

5,455

     

5,552

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Bank of The West Auto Trust, Series 2018-1,
Class A4, 3.59%, 12/15/23, Callable 5/15/22 @ 100 (a)
 

$

5,000

   

$

5,148

   
Bank of The West Auto Trust, Series 2019-1,
Class B, 2.76%, 1/15/25, Callable 3/15/23 @ 100 (a)
   

3,300

     

3,462

   
Bank of The West Auto Trust, Series 2019-1,
Class C, 2.90%, 4/15/25, Callable 3/15/23 @ 100 (a)
   

1,400

     

1,469

   
Bank of The West Auto Trust, Series 2017-1,
Class C, 2.96%, 2/15/24, Callable 2/15/22 @ 100 (a)
   

5,000

     

5,125

   
Bank of The West Auto Trust, Series 2019-1,
Class A4, 2.51%, 10/15/24, Callable 3/15/23 @ 100 (a)
   

7,500

     

7,828

   
BCC Funding Corp. XVI LLC, Series 2019-1A,
Class A2, 2.46%, 8/20/24, Callable 6/20/23 @ 100 (a)
   

4,576

     

4,625

   
BCC Funding XVII LLC, Series 2020-1, Class A2, 0.91%, 8/20/25,
Callable 7/20/24 @ 100 (a)
   

1,875

     

1,880

   
BCC Funding XVII LLC, Series 2020-1, Class B, 1.46%, 9/22/25,
Callable 7/20/24 @ 100 (a)
   

2,667

     

2,669

   
California Republic Auto Receivables Trust, Series 2018-1,
Class D, 4.33%, 4/15/25, Callable 8/15/22 @ 100
   

3,531

     

3,727

   
California Republic Auto Receivables Trust, Series 2018-1,
Class B, 3.56%, 3/15/23, Callable 8/15/22 @ 100
   

3,084

     

3,130

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A,
Class C, 4.07%, 3/19/25, Callable 3/19/22 @ 100 (a)
   

5,375

     

5,553

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A,
Class A4, 3.44%, 8/21/23, Callable 3/19/22 @ 100 (a)
   

5,135

     

5,285

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A,
Class B, 3.63%, 1/19/24, Callable 3/19/22 @ 100 (a)
   

2,715

     

2,789

   
Canadian Pacer Auto Receivables Trust, Series 2018-1,
Class B, 3.47%, 2/19/23, Callable 5/19/21 @ 100 (a)
   

5,000

     

5,045

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A,
Class B, 2.00%, 7/21/25, Callable 7/19/23 @ 100 (a)
   

2,000

     

2,054

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A,
Class C, 2.49%, 5/19/26, Callable 7/19/23 @ 100 (a)
   

2,405

     

2,490

   
Canadian Pacer Auto Receivables Trust, Series 2018-1A,
Class C, 3.82%, 4/19/24, Callable 5/19/21 @ 100 (a)
   

10,000

     

10,100

   
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25,
Callable 10/15/23 @ 100
   

3,270

     

3,401

   
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25,
Callable 7/15/23 @ 100
   

5,163

     

5,393

   
CarMax Auto Owner Trust, Series 2018-1, Class D, 3.37%, 7/15/24,
Callable 3/15/22 @ 100
   

500

     

515

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25,
Callable 9/15/23 @ 100
   

1,806

     

1,909

   
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25,
Callable 10/15/23 @ 100
   

3,188

     

3,319

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24,
Callable 2/15/23 @ 100
   

1,923

     

2,031

   
CarMax Auto Owner Trust, Series 2018-2, Class D, 3.99%, 4/15/25,
Callable 5/15/22 @ 100
   

800

     

833

   
CarMax Auto Owner Trust, Series 2020-2, Class D, 5.75%, 5/17/27,
Callable 9/15/23 @ 100
   

2,348

     

2,624

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
CARS LP, Series 2020-1A, Class A1, 2.69%, 2/15/50, Callable
2/15/23 @ 100 (a)
 

$

4,030

   

$

4,189

   
CCG Receivables Trust, Series 2019-1, Class B, 3.22%, 9/14/26,
Callable 12/14/22 @ 100 (a)
   

3,776

     

3,920

   
CCG Receivables Trust, Series 2019-2, Class B, 2.55%, 3/15/27,
Callable 2/14/23 @ 100 (a)
   

3,500

     

3,611

   
Chase Auto Credit Linked Notes, Series 2020-1, Class C, 1.39%,
1/25/28, Callable 9/25/23 @ 100 (a)
   

2,494

     

2,493

   
Chase Auto Credit Linked Notes, Series 2020-1, Class D, 1.89%,
1/25/28, Callable 9/25/23 @ 100 (a)
   

1,020

     

1,027

   
Chase Auto Credit Linked Notes, Series 2020-1, Class B, 0.99%,
1/25/28, Callable 9/25/23 @ 100 (a)
   

4,534

     

4,537

   
Chesapeake Funding LLC, Series 2018-A1, Class A1, 3.04%,
4/15/30, Callable 7/15/21 @ 100 (a)
   

946

     

956

   
Chesapeake Funding LLC, Series 2019-1A, Class B, 3.11%,
4/15/31, Callable 6/15/22 @ 100 (a)
   

6,000

     

6,197

   
Chesapeake Funding LLC, Series 2018-2A, Class A1, 3.23%,
8/15/30, Callable 9/15/21 @ 100 (a)
   

2,057

     

2,083

   
CNH Equipment Trust, Series 2017-B, Class B, 2.47%,
12/16/24, Callable 7/15/21 @ 100
   

1,200

     

1,211

   
College Loan Corp. Trust, Series 2005-2, Class B, 0.73%
(LIBOR03M+49bps), 1/15/37, Callable 7/15/28 @ 100 (b)
   

1,243

     

1,155

   
Conn's Receivables Funding LLC, Series 2019-B,
Class A, 2.66%, 6/17/24, Callable 11/15/21 @ 100 (a)
   

197

     

199

   
Conn's Receivables Funding LLC, Series 2020-A, Class A, 1.71%,
Callable 6/15/22 @ 100 (a) (c)
   

3,068

     

3,070

   
CPS Auto Receivables Trust, Series 2020-C, Class B, 1.01%, 1/15/25,
Callable 9/15/24 @ 100 (a)
   

3,636

     

3,633

   
Credit Acceptance Auto Loan Trust, Series 2018-3A,
Class A, 3.55%, 8/15/27, Callable 10/15/21 @ 100 (a)
   

1,105

     

1,113

   
Credit Acceptance Auto Loan Trust, Series 2019-3A,
Class B, 2.86%, 1/16/29 (a)
   

7,330

     

7,672

   
Credit Acceptance Auto Loan Trust, Series 2020-1A,
Class C, 2.59%, 6/15/29, Callable 4/15/24 @ 100 (a)
   

4,000

     

4,161

   
Credit Acceptance Auto Loan Trust, Series 2019- 3A,
Class A, 2.38%, 11/15/28 (a)
   

2,250

     

2,307

   
Credit Acceptance Auto Loan Trust, Series 2017-3,
Class B, 3.21%, 8/17/26 (a)
   

70

     

70

   
Credit Acceptance Auto Loan Trust, Series 2018-1A,
Class B, 3.60%, 4/15/27, Callable 6/15/21 @ 100 (a)
   

15,398

     

15,507

   
Credit Acceptance Auto Loan Trust, Series 2020-1A,
Class B, 2.39%, 4/16/29 (a)
   

2,059

     

2,136

   
Crossroads Asset Trust, Series 2021-A, Class B, 1.12%,
6/20/25, Callable 5/20/24 @ 100 (a) (d)
   

1,350

     

1,350

   
Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%,
3/20/24, Callable 5/20/24 @ 100 (a) (d)
   

1,205

     

1,205

   
Dell Equipment Finance Trust, Series 2019-1, Class D, 3.45%,
3/24/25, Callable 1/22/22 @ 100 (a)
   

3,000

     

3,068

   
Dell Equipment Finance Trust, Series 2020-1, Class A2, 2.26%,
6/22/22, Callable 10/22/22 @ 100 (a)
   

2,000

     

2,020

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Dell Equipment Finance Trust, Series 2020-2, Class C, 1.37%,
1/22/24, Callable 5/22/23 @ 100 (a)
 

$

4,000

   

$

4,031

   
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%,
3/23/26, Callable 5/22/23 @ 100 (a)
   

2,125

     

2,165

   
Dell Equipment Finance Trust, Series 2020-1, Class A3, 2.24%,
2/22/23, Callable 10/22/22 @ 100 (a)
   

2,813

     

2,889

   
Dell Equipment Finance Trust, Series 2020-2, Class B, 0.92%,
11/22/23, Callable 5/22/23 @ 100 (a)
   

3,000

     

3,017

   
Dell Equipment Finance Trust, Series 2020-1, Class B, 2.98%,
4/24/23, Callable 10/22/22 @ 100 (a)
   

775

     

805

   
Dell Equipment Finance Trust, Series 2019-2, Class C, 2.18%,
10/22/24, Callable 6/22/22 @ 100 (a)
   

2,700

     

2,744

   
Dell Equipment Finance Trust, Series 2020-2, Class A3, 0.57%,
10/23/23, Callable 5/22/23 @ 100 (a)
   

1,000

     

1,005

   
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%,
1/15/26, Callable 8/15/22 @ 100
   

2,000

     

2,078

   
Drive Auto Receivables Trust, Series 2018-3, Class D, 4.30%,
9/16/24, Callable 7/15/22 @ 100
   

2,805

     

2,898

   
Drive Auto Receivables Trust, Series 2018-4, Class C, 3.66%,
11/15/24, Callable 8/15/22 @ 100
   

1,232

     

1,240

   
Drive Auto Receivables Trust, Series 2018-2, Class D, 4.14%,
8/15/24, Callable 7/15/22 @ 100
   

4,825

     

4,955

   
Drive Auto Receivables Trust, Series 2018-1, Class D, 3.81%,
5/15/24, Callable 3/15/22 @ 100
   

3,998

     

4,064

   
DT Auto Owner Trust, Series 2019-4A, Class C, 2.73%, 7/15/25,
Callable 9/15/23 @ 100 (a)
   

5,000

     

5,127

   
DT Auto Owner Trust, Series 2018-2A, Class C, 3.67%, 3/15/24,
Callable 7/15/22 @ 100 (a)
   

823

     

825

   
DT Auto Owner Trust, Series 2018-2A, Class D, 4.15%, 3/15/24,
Callable 7/15/22 @ 100 (a)
   

3,000

     

3,068

   
Enterprise Fleet Financing LLC, Series 2020-1,
Class A3, 1.86%, 12/22/25 (a)
   

2,050

     

2,127

   

Enterprise Fleet Financing LLC, Series 2017-3, Class A3, 2.36%, 5/20/23 (a)

   

1,683

     

1,701

   

Enterprise Fleet Financing LLC, Series 2019-1, Class A3, 3.07%, 10/20/24 (a)

   

1,000

     

1,041

   

Evergreen Credit Card Trust, Series 2019-2, Class B, 2.27%, 9/15/24 (a)

   

3,562

     

3,657

   
Exeter Automobile Receivables Trust, Series 2019-4, Class C, 2.44%, 9/16/24,
Callable 7/15/23 @ 100 (a)
   

4,000

     

4,070

   
Exeter Automobile Receivables Trust, Series 2019-3, Class C, 2.79%, 5/15/24,
Callable 7/15/23 @ 100 (a)
   

3,490

     

3,562

   
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25,
Callable 12/15/24 @ 100
   

2,361

     

2,395

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24,
Callable 3/15/23 @ 100 (a)
   

6,496

     

6,626

   
Exeter Automobile Receivables Trust, Series 2018-3, Class D, 4.35%, 6/17/24,
Callable 2/15/23 @ 100 (a)
   

2,500

     

2,601

   
Exeter Automobile Receivables Trust, Series 2018-4, Class C, 3.97%, 9/15/23,
Callable 12/15/22 @ 100 (a)
   

2,822

     

2,856

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24,
Callable 5/15/23 @ 100 (a)
   

2,566

     

2,595

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Exeter Automobile Receivables Trust, Series 2020-1A, Class C, 2.49%, 1/15/25,
Callable 5/15/23 @ 100 (a)
 

$

4,545

   

$

4,644

   
First Investors Auto Owner Trust, Series 2017-2, Class D, 3.56%, 9/15/23,
Callable 2/15/22 @ 100 (a)
   

5,695

     

5,831

   
First Investors Auto Owner Trust, Series 2020-1A, Class C, 2.55%, 2/17/26,
Callable 12/15/22 @ 100 (a)
   

5,000

     

5,145

   
First Investors Auto Owner Trust, Series 2016-2A, Class D, 3.35%, 11/15/22,
Callable 5/15/21 @ 100 (a)
   

2,500

     

2,518

   
First Investors Auto Owner Trust, Series 2019-2, Class B, 2.47%, 1/15/25,
Callable 2/15/23 @ 100 (a)
   

3,640

     

3,719

   
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25,
Callable 2/15/23 @ 100 (a)
   

7,403

     

7,684

   
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26,
Callable 7/15/24 @ 100 (a)
   

5,000

     

5,573

   
Flagship Credit Auto Trust, Series 2017-1, Class D, 4.23%, 5/15/23,
Callable 12/15/21 @ 100 (a)
   

5,760

     

5,870

   
Flagship Credit Auto Trust, Series 2017-3, Class E, 5.26%, 10/15/24,
Callable 5/15/22 @ 100 (a)
   

5,150

     

5,402

   
Flagship Credit Auto Trust, Series 2017-4, Class B, 2.66%, 10/17/22,
Callable 10/15/22 @ 100 (a)
   

414

     

414

   
Flagship Credit Auto Trust, Series 2020-4, Class B, 1.00%, 10/15/25,
Callable 12/15/25 @ 100 (a)
   

3,750

     

3,773

   
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25,
Callable 12/15/23 @ 100 (a)
   

3,000

     

3,155

   
Ford Credit Auto Lease Trust, Series 2020-A, Class B, 2.05%, 6/15/23,
Callable 8/15/22 @ 100
   

5,000

     

5,118

   
Ford Credit Auto Lease Trust, Series 2021-A, Class C, 0.78%, 9/15/25,
Callable 6/15/23 @ 100
   

1,250

     

1,251

   
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

2,667

     

2,810

   
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,000

     

5,309

   
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,000

     

5,297

   
Foursight Capital Automobile Receivables Trust, Series 2021-1,
Class B, 0.87%, 1/15/26, Callable 11/15/24 @ 100 (a) (d)
   

2,344

     

2,344

   
Foursight Capital Automobile Receivables Trust, Series 2021-1,
Class A3, 0.64%, 7/15/25, Callable 11/15/24 @ 100 (a) (d)
   

2,571

     

2,572

   
Foursight Capital Automobile Receivables Trust, Series 2021-1,
Class C, 1.02%, 9/15/26, Callable 11/15/24 @ 100 (a) (d)
   

1,325

     

1,325

   
GLS Auto Receivables Issuer Trust, Series 2020-3A, Class B, 1.38%, 8/15/24,
Callable 8/15/24 @ 100 (a)
   

3,000

     

3,047

   
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25,
Callable 12/15/25 @ 100 (a)
   

1,781

     

1,781

   
GM Financial Automobile Leasing Trust, Series 2020-2, Class C, 2.56%,
7/22/24, Callable 2/20/23 @ 100
   

1,625

     

1,687

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class B, 0.76%,
10/21/24, Callable 4/20/23 @ 100
   

2,000

     

2,017

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class C, 1.11%,
10/21/24, Callable 4/20/23 @ 100
   

1,786

     

1,805

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
GM Financial Automobile Leasing Trust, Series 2020-1, Class B, 1.84%,
12/20/23, Callable 8/20/22 @ 100
 

$

3,261

   

$

3,326

   
GM Financial Consumer Automobile Receivables Trust, Series 2020-2,
Class B, 2.54%, 8/18/25, Callable 7/16/23 @ 100
   

1,500

     

1,570

   
GM Financial Consumer Automobile Receivables Trust, Series 2019-2,
Class C, 3.07%, 11/18/24, Callable 9/16/22 @ 100
   

2,000

     

2,089

   
GMF Floorplan Owner Revolving Trust, Series 2020-2,
Class C, 1.31%, 10/15/25 (a)
   

2,250

     

2,278

   
GMF Floorplan Owner Revolving Trust, Series 2020-2,
Class B, 0.96%, 10/15/25 (a)
   

1,750

     

1,768

   
Great American Auto Leasing, Inc., Series 2019-1, Class A4, 3.21%,
2/18/25, Callable 12/15/22 @ 100 (a)
   

1,000

     

1,045

   
GreatAmerica Leasing Receivables Funding LLC, Series 2018-1,
Class A4, 2.83%, 6/17/24, Callable 11/15/21 @ 100 (a)
   

4,367

     

4,418

   
GreatAmerica Leasing Receivables Funding LLC, Series 2018-1,
Class C, 3.14%, 6/16/25, Callable 11/15/21 @ 100 (a)
   

600

     

611

   

Hertz Vehicle Financing LP, Series 2019-1A, Class B, 4.10%, 3/25/23 (a)

   

870

     

873

   

Hertz Vehicle Financing LP, Series 2016-4A, Class A, 2.65%, 7/25/22 (a)

   

377

     

378

   

Hertz Vehicle Financing LP, Series 2019-1A, Class A, 3.71%, 3/25/23 (a)

   

1,047

     

1,051

   
HPEFS Equipment Trust, Series 2020-1A, Class C, 2.03%, 2/20/30,
Callable 2/20/23 @ 100 (a)
   

2,851

     

2,904

   
HPEFS Equipment Trust, Series 2019-1A, Class B, 2.32%, 9/20/29,
Callable 5/20/22 @ 100 (a)
   

1,750

     

1,778

   
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30,
Callable 4/20/23 @ 100 (a)
   

3,400

     

3,465

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29,
Callable 5/20/22 @ 100 (a)
   

1,350

     

1,377

   
HPEFS Equipment Trust, Series 2020-2A, Class B, 1.20%, 7/22/30,
Callable 4/20/23 @ 100 (a)
   

4,167

     

4,204

   
Iowa Student Loan Liquidity Corp., Series 2005-1, Class B, 0.60%
(LIBOR03M+35bps), 9/25/37, Callable 12/25/21 @ 100 (b)
   

1,826

     

1,620

   
JPMorgan Chase Bank NA, Series 2020-2, Class D, 1.49%, 2/25/28,
Callable 11/25/23 @ 100 (a)
   

4,000

     

4,010

   
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28,
Callable 11/25/23 @ 100 (a)
   

3,636

     

3,639

   
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28,
Callable 11/25/23 @ 100 (a)
   

1,818

     

1,818

   
Kubota Credit Owner Trust, Series 2020-1A, Class A3, 1.96%, 3/15/24,
Callable 9/15/23 @ 100 (a)
   

3,750

     

3,848

   
Kubota Credit Owner Trust, Series 2020-1A, Class A2, 1.92%, 12/15/22,
Callable 9/15/23 @ 100 (a)
   

4,321

     

4,352

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/23/24 (a)

   

833

     

859

   

Master Credit Card Trust, Series 2019-2A, Class C, 2.83%, 7/21/21 (a)

   

2,750

     

2,774

   

Master Credit Card Trust, Series 2020-1A, Class C, 2.59%, 9/23/24 (a)

   

2,125

     

2,199

   

Master Credit Card Trust, Series 2018-1A, Class C, 3.74%, 7/21/24 (a)

   

1,750

     

1,838

   

Master Credit Card Trust, Series 2019-2A, Class B, 2.39%, 7/21/21 (a)

   

5,000

     

5,040

   
MMAF Equipment Finance LLC, Series 2017-A, Class A4, 2.41%, 8/16/24,
Callable 8/16/24 @ 100 (a)
   

1,826

     

1,843

   
MMAF Equipment Finance LLC, Series 2020-BA, Class A5, 0.85%, 4/14/42,
Callable 11/14/24 @ 100 (a)
   

5,000

     

4,955

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
MVW Owner Trust, Series 2017-1A, Class A, 2.42%, 12/20/34,
Callable 6/20/23 @ 100 (a)
 

$

727

   

$

745

   
Nelnet Student Loan Trust, Series 2005-3, Class B, 0.52%
(LIBOR03M+28bps), 9/22/37, Callable 3/22/21 @ 100 (b)
   

1,048

     

1,040

   
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47,
Callable 10/20/27 @ 100 (a)
   

2,026

     

2,106

   

NP SPE II LLC, Series 2019-2A, Class A1, 2.86%, 11/19/49 (a)

   

3,940

     

3,990

   

OSCAR US Funding Trust LLC, Series 2018-2A, Class A3, 3.39%, 9/12/22 (a)

   

2,394

     

2,411

   

OSCAR US Funding Trust LLC, Series 2017-1A, Class A4, 3.30%, 5/10/24 (a)

   

1,878

     

1,901

   

OSCAR US Funding Trust LLC, Series 2018-1A, Class A3, 3.23%, 5/10/22 (a)

   

998

     

1,001

   
Pawnee Equipment Receivables LLC, Series 2020-1, Class B, 1.84%, 1/15/26,
Callable 2/15/24 @ 100 (a)
   

930

     

941

   
Pawnee Equipment Receivables LLC, Series 2019-1, Class A2, 2.29%,
10/15/24, Callable 3/15/23 @ 100 (a)
   

3,467

     

3,513

   
Pawnee Equipment Receivables LLC, Series 2020-1, Class A, 1.37%,
11/17/25, Callable 2/15/24 @ 100 (a)
   

7,837

     

7,890

   
Prestige Auto Receivables Trust, Series 2016-2, Class C, 2.88%,
11/15/22, Callable 4/15/21 @ 100 (a)
   

46

     

46

   
Prestige Auto Receivables Trust, Series 2018-1A, Class C, 3.75%,
10/15/24, Callable 6/15/22 @ 100 (a)
   

5,500

     

5,661

   
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%,
8/15/25, Callable 11/15/22 @ 100 (a)
   

5,000

     

5,163

   
Prestige Auto Receivables Trust, Series 2019-1A, Class B, 2.53%,
1/16/24, Callable 11/15/22 @ 100 (a)
   

5,000

     

5,072

   
Prestige Auto Receivables Trust, Series 2020-1A, Class C, 1.31%,
11/16/26, Callable 11/15/24 @ 100 (a)
   

2,321

     

2,321

   
Santander Consumer Auto Receivables Trust, Series 2020-BA,
Class C, 1.29%, 4/15/26, Callable 10/15/24 @ 100 (a)
   

7,400

     

7,526

   
Santander Retail Auto Lease Trust, Series 2020-A, Class B, 1.88%,
3/20/24, Callable 6/20/23 @ 100 (a)
   

5,500

     

5,655

   
Santander Retail Auto Lease Trust, Series 2019-C, Class C, 2.39%,
11/20/23, Callable 12/20/22 @ 100 (a)
   

1,783

     

1,833

   
SCF Equipment Leasing LLC, Series 2019-2, Class B, 2.76%, 8/20/26,
Callable 3/20/25 @ 100 (a)
   

2,000

     

2,093

   
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28,
Callable 4/20/25 @ 100 (a)
   

1,900

     

1,897

   
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27,
Callable 4/20/25 @ 100 (a)
   

5,000

     

5,053

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 4/20/25 @ 100 (a)
   

3,824

     

3,853

   
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26,
Callable 2/20/21 @ 100 (a)
   

6,000

     

6,000

   
SCF Equipment Leasing LLC, Series 2019-1A, Class A2, 3.23%, 10/20/24,
Callable 2/20/21 @ 100 (a)
   

2,418

     

2,418

   
SCF Equipment Leasing LLC, Series 2017-2A, Class A, 3.41%, 12/20/23,
Callable 2/20/21 @ 100 (a)
   

699

     

707

   
Securitized Term Auto Receivables Trust, Series 2019-CRTA,
Class B, 2.45%, 3/25/26, Callable 1/25/23 @ 100 (a)
   

959

     

977

   
Securitized Term Auto Receivables Trust, Series 2019-CRTA,
Class C, 2.85%, 3/25/26, Callable 1/25/23 @ 100 (a)
   

1,370

     

1,399

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Securitized Term Auto Receivables Trust, Series 2017-2A,
Class A4, 2.29%, 3/25/22 (a)
 

$

1,434

   

$

1,434

   

Synchrony Card Funding LLC, Series 2019-A1, Class A, 2.95%, 3/15/25

   

1,000

     

1,030

   
Synchrony Credit Card Master Note Trust, Series 2018-2,
Class B, 3.67%, 5/15/26
   

510

     

543

   
Synchrony Credit Card Master Note Trust, Series 2016-2,
Class C, 2.95%, 5/15/24
   

4,565

     

4,596

   
Synchrony Credit Card Master Note Trust, Series 2018-1,
Class C, 3.36%, 3/15/24
   

580

     

582

   
Synchrony Credit Card Master Note Trust, Series 2017-2,
Class C, 3.01%, 10/15/25
   

6,170

     

6,403

   
Synchrony Credit Card Master Note Trust, Series 2018-2,
Class C, 3.87%, 5/15/26
   

5,000

     

5,351

   
TCF Auto Receivables Owner Trust, Series 2015-2A, Class D, 4.24%,
8/15/22, Callable 2/15/21 @ 100 (a)
   

464

     

467

   
TCF Auto Receivables Owner Trust, Series 2016-PT1, Class B, 2.92%,
10/17/22, Callable 2/15/21 @ 100 (a)
   

3,140

     

3,143

   
Tesla Auto Lease Trust, Series 2020-A, Class B, 1.18%, 1/22/24,
Callable 4/20/23 @ 100 (a)
   

2,750

     

2,777

   
Transportation Finance Equipment Trust, Series 2019-1,
Class A4, 1.88%, 3/25/24, Callable 4/23/23 @ 100 (a)
   

3,000

     

3,095

   

Trillium Credit Card Trust II, Series 2020-1A, Class B, 2.33%, 12/27/24 (a)

   

3,708

     

3,765

   
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49,
Callable 2/17/21 @ 100 (a)
   

2,078

     

2,133

   
Trinity Rail Leasing LP, Series 2012-1A, Class A1, 2.27%, 1/15/43,
Callable 1/15/23 @ 100 (a)
   

1,356

     

1,367

   
United Auto Credit Securitization Trust, Series 2020-1, Class C, 2.15%,
2/10/25, Callable 7/10/22 @ 100 (a)
   

3,250

     

3,299

   
United Auto Credit Securitization Trust, Series 2019-1, Class E, 4.29%,
8/12/24, Callable 1/10/22 @ 100 (a)
   

3,320

     

3,401

   
United Auto Credit Securitization Trust, Series 2020-1, Class D, 2.88%,
2/10/25, Callable 7/10/22 @ 100 (a)
   

750

     

775

   
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.65%, 9/15/45,
Callable 9/15/23 @ 100 (a)
   

6,500

     

6,519

   
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.03%, 6/15/50,
Callable 6/15/24 @ 100 (a)
   

2,250

     

2,346

   
Volvo Financial Equipment LLC, Series 2020-1A, Class A4, 0.60%,
3/15/28, Callable 7/15/24 @ 100 (a)
   

1,750

     

1,752

   
Westlake Automobile Receivables Trust, Series 2018-3A, Class D, 4.00%,
10/16/23, Callable 12/15/21 @ 100 (a)
   

3,900

     

4,019

   
Westlake Automobile Receivables Trust, Series 2017-2, Class D, 3.28%,
12/15/22, Callable 2/15/21 @ 100 (a)
   

979

     

980

   
Westlake Automobile Receivables Trust, Series 2018-1, Class E, 4.53%,
5/15/23, Callable 8/15/21 @ 100 (a)
   

5,000

     

5,103

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%,
1/16/24, Callable 2/15/22 @ 100 (a)
   

14,450

     

14,739

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class C, 2.52%,
4/15/25, Callable 6/15/23 @ 100 (a)
   

5,000

     

5,165

   
Westlake Automobile Receivables Trust, Series 2019-1A, Class C, 3.45%,
3/15/24, Callable 9/15/22 @ 100 (a)
   

1,000

     

1,019

   

See notes to financial statements.


11



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Westlake Automobile Receivables Trust, Series 2018-3, Class C, 3.61%,
10/16/23, Callable 12/15/21 @ 100 (a)
 

$

2,730

   

$

2,753

   
Wheels SPV 2 LLC, Series 2020-1A, Class A3, 0.62%, 8/20/29, Callable
3/20/24 @ 100 (a)
   

3,250

     

3,264

   
World Omni Auto Receivables Trust, Series 2018-D, Class B, 3.67%,
12/16/24, Callable 10/15/22 @ 100
   

2,000

     

2,101

   
World Omni Auto Receivables Trust, Series 2018-D, Class C, 3.87%,
8/15/25, Callable 10/15/22 @ 100
   

4,000

     

4,212

   
World Omni Select Auto Trust, Series 2020-A, Class B, 0.84%, 6/15/26,
Callable 10/15/23 @ 100
   

5,750

     

5,745

   
World Omni Select Auto Trust, Series 2018-1A, Class D, 4.13%, 1/15/25,
Callable 8/15/22 @ 100 (a)
   

2,500

     

2,574

   
World Omni Select Auto Trust, Series 2018-1, Class B, 3.68%, 7/15/23,
Callable 8/15/22 @ 100 (a)
   

5,000

     

5,035

   

Total Asset-Backed Securities (Cost $666,047)

   

677,421

   

Collateralized Mortgage Obligations (8.5%)

 
American Money Management Corp., Series 2016-19A, Class AR, 1.38%
(LIBOR03M+114bps), 10/16/28, Callable 4/15/21 @ 100 (a) (b)
   

1,500

     

1,500

   
Annisa CLO Ltd., Series 2016-2, Class AR, 1.32% (LIBOR03M+110bps),
7/20/31, Callable 4/20/21 @ 100 (a) (b)
   

3,000

     

2,995

   
BBCMS Mortgage Trust, Series 2020-BID, Class B, 2.67% (LIBOR01M+254bps),
10/15/37 (a) (b)
   

5,000

     

5,029

   
BBCMS Mortgage Trust, Series 2020-BID, Class A, 2.27% (LIBOR01M+214bps),
10/15/37 (a) (b)
   

3,000

     

3,011

   

BBCMS Trust, Series 2013-TYSN, Class A2, 3.76%, 9/5/32 (a)

   

11,367

     

11,450

   

BBCMS Trust, Series 2013-TYSN, Class B, 4.04%, 9/5/32 (a)

   

3,500

     

3,508

   
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.64%
(LIBOR01M+250bps), 10/7/21 (a) (b)
   

4,000

     

3,993

   
CHT Mortgage Trust, Series 2017-CSMO, Class C, 1.63% (LIBOR01M+150bps),
11/15/36 (a) (b)
   

9,500

     

9,481

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class B, 4.38%,
1/10/36 (a)
   

7,600

     

8,253

   
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class A, 3.34%,
5/10/36 (a)
   

7,338

     

7,856

   
Columbia Cent CLO Ltd., Series 2020-29A, Class AIF, 1.97%, 7/20/31,
Callable 1/20/22 @ 100 (a)
   

3,500

     

3,516

   

COMM Mortgage Trust, Series 2020-CBM, Class B, 3.10%, 11/13/39 (a)

   

5,000

     

5,146

   

COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 11/13/39 (a)

   

6,875

     

7,087

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (a) (e)
   

5,000

     

5,432

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.32%, 7/10/50,
Callable 6/10/25 @ 100 (e)
   

3,366

     

3,585

   
COMM Mortgage Trust, Series 2012-CCRE2, Class XA, 1.62%, 8/15/45,
Callable 7/15/22 @ 100 (e) (f)
   

17,427

     

287

   

COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 11/13/39 (a)

   

5,620

     

5,681

   
FREMF Mortgage Trust, Series 2012- K17, Class B, 4.32%, 12/25/44,
Callable 12/25/21 @ 100 (a) (e)
   

9,335

     

9,603

   
FREMF Mortgage Trust, Series 2014-K717, Class B, 3.63%, 11/25/47,
Callable 10/25/21 @ 100 (a) (e)
   

5,500

     

5,584

   

See notes to financial statements.


12



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.48%, 11/25/23,
Callable 11/25/23 @ 100 (a) (e)
 

$

4,935

   

$

5,227

   
GS Mortgage Securities Corp. Trust, Series 2017-GPTX,
Class A, 2.86%, 5/10/34 (a)
   

13,530

     

13,449

   
GS Mortgage Securities Corp. Trust, Series 2017-SLP,
Class A, 3.42%, 10/10/32 (a)
   

4,730

     

4,852

   
GS Mortgage Securities Corp. Trust, Series 2012-ALOH,
Class A, 3.55%, 4/10/34 (a)
   

10,500

     

10,668

   
GS Mortgage Securities Corp. Trust, Series 2020-UPTN,
Class A, 2.75%, 12/10/39 (a)
   

2,000

     

2,061

   
GS Mortgage Securities Trust, Series 2012-GCJ9, Class XA, 1.93%,
11/10/45, Callable 11/10/22 @ 100 (e) (f)
   

21,990

     

560

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class XA, 2.04%,
5/10/45, Callable 5/10/22 @ 100 (e) (f)
   

18,035

     

144

   
GS Mortgage Securities Trust, Series 2012-GC6, Class AS, 4.95%,
1/10/45, Callable 12/10/21 @ 100 (a)
   

5,297

     

5,438

   
Houston Galleria Mall Trust, Series 2015-HGLR,
Class A1A2, 3.09%, 3/5/37 (a)
   

8,824

     

9,076

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2012-C8,
Class XA, 1.74%, 10/15/45, Callable 9/15/22 @ 100 (e) (f)
   

18,794

     

381

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2010-C2,
Class B, 5.07%, 11/15/43 (a) (e)
   

3,000

     

2,994

   
Madison Park Funding Ltd., Series 2013-11A, Class AR, 1.38%
(LIBOR03M+116bps), 7/23/29, Callable 4/23/21 @ 100 (a) (b)
   

6,750

     

6,757

   

Merit, Series 2020-HILL, Class A, 1.28% (LIBOR01M+115bps), 8/15/37 (a) (b)

   

2,500

     

2,511

   

Merit, Series 2020-HILL, Class B, 1.53% (LIBOR01M+140bps), 8/15/37 (a) (b)

   

4,000

     

4,018

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C6,
Class XA, 1.61%, 11/15/45, Callable 6/15/22 @ 100 (a) (e) (f)
   

18,582

     

344

   
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B, 2.80%
(LIBOR01M+130bps), 12/15/36 (a) (b)
   

3,846

     

4,069

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class B, 0.98%
(LIBOR01M+85bps), 11/15/34 (a) (b)
   

1,100

     

1,099

   
Oaktree EIF Ltd., Series 2016-IIIA, Class B, 2.22% (LIBOR03M+200bps),
10/20/27, Callable 4/20/21 @ 100 (a) (b)
   

10,500

     

10,484

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A1, 1.02%
(LIBOR03M+80bps), 2/20/28, Callable 2/20/21 @ 100 (a) (b)
   

4,399

     

4,400

   
Palmer Square Loan Funding Ltd., Series 2019-2, Class A1, 1.19%
(LIBOR03M+97bps), 4/20/27, Callable 4/20/21 @ 100 (a) (b)
   

1,758

     

1,758

   
Palmer Square Loan Funding Ltd., Series 2019-3, Class A1, 1.07%
(LIBOR03M+85bps), 8/20/27, Callable 2/20/21 @ 100 (a) (b)
   

3,535

     

3,535

   
Palmer Square Loan Funding Ltd., Series 2018-5A, Class A1, 1.07%
(LIBOR03M+85bps), 1/20/27, Callable 4/20/21 @ 100 (a) (b)
   

2,510

     

2,505

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A2, 1.57%
(LIBOR03M+135bps), 2/20/28, Callable 2/20/21 @ 100 (a) (b)
   

4,600

     

4,600

   
Palmer Square Loan Funding Ltd., Series 2018-2A, Class A2, 1.29%
(LIBOR03M+105bps), 7/15/26, Callable 4/15/21 @ 100 (a) (b)
   

1,970

     

1,961

   
Palmer Square Loan Funding Ltd., Series 2018-2A, Class A1, 0.89%
(LIBOR03M+65bps), 7/15/26, Callable 4/15/21 @ 100 (a) (b)
   

1,440

     

1,434

   
Palmer Square Loan Funding Ltd., Series 2021-1A, Class A1
(LIBOR03M+90bps), 4/20/29 (a) (b) (d)
   

1,500

     

1,500

   

See notes to financial statements.


13



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Race Point CLO Ltd., Series 2016-10A, Class A1R, 1.32%
(LIBOR03M+110bps), 7/25/31, Callable 4/25/21 @ 100 (a) (b)
 

$

4,437

   

$

4,431

   
Sequoia Mortgage Trust, Series 2013-5, Class A2, 3.00%, 5/25/43,
Callable 4/25/22 @ 100 (a) (e)
   

1,266

     

1,295

   
TIAA CLO Ltd., Series 2017-1A, Class A, 1.50% (LIBOR03M+128bps),
4/20/29, Callable 4/20/21 @ 100 (a) (b)
   

2,500

     

2,501

   
Trinitas CLO Ltd., Series 2017-6A, Class AR, 1.39%
(LIBOR03M+117bps), 7/25/29, Callable 4/25/21 @ 100 (a) (b)
   

5,000

     

4,976

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.06%,
5/10/45, Callable 4/10/22 @ 100 (a) (e) (f)
   

46,226

     

660

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.06%,
5/10/45, Callable 4/10/22 @ 100 (e) (f)
   

34,729

     

496

   
UBS-Barclays Commercial Mortgage Trust, Series 2012-C3,
Class XA, 1.81%, 8/10/49, Callable 9/10/22 @ 100 (a) (e) (f)
   

21,967

     

494

   
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5,
Class XA, 1.74%, 10/15/45, Callable 9/15/22 @ 100 (a) (e) (f)
   

22,791

     

480

   
WFRBS Commercial Mortgage Trust, Series 2011-C5,
Class B, 5.66%, 11/15/44, Callable 10/15/21 @ 100 (a) (e)
   

5,348

     

5,478

   
WFRBS Commercial Mortgage Trust, Series 2011-C5, Class A4, 3.67%,
11/15/44, Callable 9/15/21 @ 100
   

2,095

     

2,122

   
WFRBS Commercial Mortgage Trust, Series 2011-C4,
Class A4, 4.90%, 6/15/44 (a) (e)
   

12,389

     

12,562

   

Total Collateralized Mortgage Obligations (Cost $239,424)

   

244,317

   

Preferred Stocks (0.4%)

 

Financials (0.2%):

 

Citigroup Capital, 6.58% (LIBOR03M+637bps), 10/30/40 (b)

   

200,000

     

5,614

   

Real Estate (0.2%):

 

Truist Bank, non-cumulative, 9.00% (c) (g) (h)

   

50

     

5,175

   

Total Preferred Stocks (Cost $10,920)

   

10,789

   

Convertible Corporate Bonds (0.6%)

 

Energy (0.2%):

 

PDC Energy, Inc., 1.13%, 9/15/21

   

5,000

     

4,931

   

Health Care (0.4%):

 

Teva Pharmaceutical Finance Co. LLC, 0.25%, 2/1/26, Callable 3/2/21 @ 100

   

11,905

     

11,822

   

Total Convertible Corporate Bonds (Cost $16,010)

   

16,753

   

Senior Secured Loans (0.6%)

 

Berry Global, Inc., Term W Loans, First Lien, 10/1/22 (b) (q)

   

2,000

     

2,000

   

LyondellBasell Finance Company, Delayed Draw TLA, First Lien, 3/29/22 (d) (q)

   

6,472

     

6,342

   

The Boeing Co., Advance, First Lien, 1.47% (LIBOR03M+125bps), 2/6/22 (b)

   

10,000

     

9,948

   

Total Senior Secured Loans (Cost $18,382)

   

18,290

   

See notes to financial statements.


14



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (41.1%)

 

Communication Services (0.9%):

 

AMC Networks, Inc., 4.75%, 12/15/22, Callable 2/26/21 @ 100

 

$

3,088

   

$

3,093

   

CenturyLink, Inc., 6.45%, 6/15/21

   

3,600

     

3,665

   

Electronic Arts, Inc., 3.70%, 3/1/21 (i)

   

2,500

     

2,500

   

Qwest Corp., 6.75%, 12/1/21

   

9,000

     

9,412

   

Sprint Corp., 7.25%, 9/15/21

   

3,500

     

3,620

   

Sprint Spectrum, 3.36%, 3/20/23 (a)

   

2,925

     

2,951

   
     

25,241

   

Consumer Discretionary (4.2%):

 
Association of American Medical Colleges
2.27%, 10/1/25
   

4,145

     

4,148

   

2.39%, 10/1/26

   

4,275

     

4,267

   

Duke University Health System, Inc., 2.26%, 6/1/26

   

700

     

745

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

5,000

     

5,317

   

6.25%, 5/1/25, Callable 2/1/25 @ 100 (a)

   

5,000

     

5,776

   

Ford Motor Co., 8.50%, 4/21/23 (i)

   

5,692

     

6,374

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26,
Callable 1/15/26 @ 100 (a) (d)
   

2,000

     

2,013

   

Horace Mann School, 2.48%, 7/1/22

   

2,500

     

2,567

   
Howard University
2.64%, 10/1/21
   

500

     

505

   

2.80%, 10/1/23

   

1,000

     

1,056

   

2.42%, 10/1/24

   

1,350

     

1,435

   

2.52%, 10/1/25

   

1,000

     

1,070

   

Hyatt Hotels Corp., 5.38%, 4/23/25, Callable 3/23/25 @ 100 (i)

   

3,000

     

3,381

   

International Game Technology PLC, 6.25%, 2/15/22, Callable 8/15/21 @ 100 (a)

   

1,293

     

1,319

   

KB Home, 7.00%, 12/15/21, Callable 9/15/21 @ 100

   

4,000

     

4,139

   
Lennar Corp.
6.25%, 12/15/21, Callable 6/15/21 @ 100
   

6,098

     

6,232

   

5.38%, 10/1/22 (j)

   

4,270

     

4,582

   

4.75%, 11/15/22, Callable 8/15/22 @ 100

   

1,435

     

1,522

   
Marriott International, Inc.
2.88%, 3/1/21, Callable 2/25/21 @ 100
   

4,121

     

4,125

   

0.88% (LIBOR03M+65bps), 3/8/21 (b)

   

540

     

540

   

Murphy Oil USA, Inc., 5.63%, 5/1/27, Callable 5/1/22 @ 102.81

   

7,470

     

7,905

   
Nissan Motor Acceptance Corp.
2.55%, 3/8/21 (a)
   

1,987

     

1,991

   

0.87% (LIBOR03M+63bps), 9/21/21 (a) (b)

   

5,000

     

4,992

   

Nordstrom, Inc., 4.00%, 10/15/21, Callable 7/15/21 @ 100

   

5,000

     

5,051

   

PulteGroup, Inc., 4.25%, 3/1/21

   

5,500

     

5,500

   

QVC, Inc., 4.38%, 3/15/23

   

6,937

     

7,318

   

Smithsonian Institution, 0.97%, 9/1/23

   

1,400

     

1,418

   
Toll Brothers Finance Corp.
5.88%, 2/15/22, Callable 11/15/21 @ 100
   

7,800

     

8,113

   

4.38%, 4/15/23, Callable 1/15/23 @ 100

   

719

     

761

   

See notes to financial statements.


15



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Volkswagen Group of America Finance LLC
2.50%, 9/24/21 (a)
 

$

5,000

   

$

5,069

   

2.70%, 9/26/22 (a)

   

5,000

     

5,176

   

3.13%, 5/12/23 (a)

   

5,000

     

5,277

   

YMCA of Greater New York, 2.26%, 8/1/21

   

300

     

303

   

ZF North America Capital, Inc., 4.50%, 4/29/22 (a)

   

838

     

863

   
     

120,850

   

Consumer Staples (2.3%):

 
7-Eleven, Inc.
0.63%, 2/10/23, Callable 2/10/22 @ 100 (a) (d)
   

5,000

     

5,006

   

0.80%, 2/10/24, Callable 2/10/22 @ 100 (a) (d)

   

5,000

     

5,008

   

Cargill, Inc., 3.25%, 3/1/23 (a)

   

2,500

     

2,649

   

Flowers Foods, Inc., 4.38%, 4/1/22, Callable 1/1/22 @ 100

   

4,780

     

4,931

   
JBS USA LUX SA/JBS USA Finance, Inc., 5.75%, 6/15/25,
Callable 2/16/21 @ 102.88 (a)
   

4,000

     

4,119

   

Philip Morris International, Inc., 2.63%, 2/18/22, Callable 1/18/22 @ 100

   

5,000

     

5,111

   

Smithfield Foods, Inc., 2.65%, 10/3/21, Callable 9/3/21 @ 100 (a)

   

14,425

     

14,661

   

U.S. Foods, Inc., 5.88%, 6/15/24 (a)

   

5,000

     

5,074

   

Vector Group Ltd., 6.13%, 2/1/25 (a)

   

8,000

     

8,123

   
Walmart, Inc.
2.85%, 7/8/24, Callable 6/8/24 @ 100
   

5,000

     

5,406

   

3.55%, 6/26/25, Callable 4/26/25 @ 100

   

5,000

     

5,617

   
     

65,705

   

Energy (8.9%):

 

Antero Resources Corp., 5.13%, 12/1/22, Callable 2/10/21 @ 100 (j)

   

2,216

     

2,216

   

Apache Corp., 3.25%, 4/15/22, Callable 1/15/22 @ 100

   

2,550

     

2,565

   

Buckeye Partners LP, 4.15%, 7/1/23, Callable 4/1/23 @ 100

   

5,000

     

5,151

   

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

   

10,252

     

10,515

   

DCP Midstream Operating LP, 4.75%, 9/30/21, Callable 6/30/21 @ 100 (a)

   

6,645

     

6,722

   

Diamondback Energy, Inc., 5.38%, 5/31/25, Callable 3/12/21 @ 104.03

   

12,572

     

13,045

   

Enable Midstream Partners LP, 3.90%, 5/15/24, Callable 2/15/24 @ 100

   

10,000

     

10,343

   
Energy Transfer Operating LP
5.20%, 2/1/22, Callable 11/1/21 @ 100
   

7,684

     

7,939

   

4.20%, 9/15/23, Callable 8/15/23 @ 100

   

5,000

     

5,391

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

1,684

     

1,744

   

4.00%, 8/1/24, Callable 5/1/24 @ 100

   

9,645

     

9,761

   
EQT Corp.
3.00%, 10/1/22, Callable 9/1/22 @ 100 (j)
   

15,000

     

15,225

   

6.13%, 2/1/25, Callable 1/1/25 @ 100

   

7,000

     

8,248

   

Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100 (i)

   

10,000

     

10,860

   

Gray Oak Pipeline LLC, 2.00%, 9/15/23 (a)

   

8,334

     

8,481

   

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

   

10,000

     

10,261

   

Kinder Morgan, Inc., 5.00%, 2/15/21 (a)

   

2,300

     

2,304

   
Marathon Petroleum Corp.
4.50%, 5/1/23, Callable 4/1/23 @ 100 (i)
   

5,000

     

5,410

   

4.75%, 12/15/23, Callable 10/15/23 @ 100

   

1,494

     

1,653

   

5.13%, 4/1/24, Callable 3/12/21 @ 101.71

   

5,000

     

5,074

   

Midwest Connector Capital Co. LLC, 3.63%, 4/1/22, Callable 3/1/22 @ 100 (a)

   

25,000

     

25,388

   

See notes to financial statements.


16



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

MPLX LP, 3.50%, 12/1/22, Callable 11/1/22 @ 100

 

$

5,691

   

$

5,975

   

Newfield Exploration Co., 5.75%, 1/30/22

   

9,000

     

9,340

   

NuStar Logistics LP, 6.75%, 2/1/21

   

1,700

     

1,700

   
Occidental Petroleum Corp.
4.85%, 3/15/21, Callable 2/22/21 @ 100
   

5,538

     

5,541

   

2.70%, 8/15/22

   

5,000

     

5,014

   

3.45%, 7/15/24, Callable 4/15/24 @ 100 (j)

   

3,000

     

2,948

   

2.90%, 8/15/24, Callable 7/15/24 @ 100

   

6,000

     

5,821

   

5.88%, 9/1/25, Callable 6/1/25 @ 100

   

2,000

     

2,110

   

ONEOK, Inc., 5.85%, 1/15/26, Callable 12/15/25 @ 100

   

5,000

     

5,972

   

Phillips 66, 0.90%, 2/15/24, Callable 11/19/21 @ 100

   

1,538

     

1,541

   

Pioneer Natural Resources Co., 0.75%, 1/15/24, Callable 1/15/22 @ 100

   

3,000

     

3,001

   

Sunoco Logistics Partners Operations LP, 4.40%, 4/1/21, Callable 3/5/21 @ 100

   

5,032

     

5,047

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

9,302

     

9,702

   

1.20%, 3/15/24

   

5,500

     

5,536

   
Western Midstream Operating LP
4.00%, 7/1/22, Callable 4/1/22 @ 100
   

5,000

     

5,124

   

3.10%, 2/1/25, Callable 1/1/25 @ 100

   

8,421

     

8,720

   

WPX Energy, Inc., 5.75%, 6/1/26, Callable 6/1/21 @ 104.31

   

7,126

     

7,479

   
     

258,867

   

Financials (13.2%):

 

Alexander Funding Trust, 1.84%, 11/15/23 (a)

   

13,000

     

13,192

   

Alleghany Corp., 4.95%, 6/27/22

   

1,250

     

1,325

   

Ares Capital Corp., 3.25%, 7/15/25, Callable 6/15/25 @ 100

   

5,000

     

5,285

   

Assurant, Inc., 4.20%, 9/27/23, Callable 8/27/23 @ 100

   

5,000

     

5,454

   
Athene Global Funding
2.80%, 5/26/23 (a)
   

5,000

     

5,233

   

1.20%, 10/13/23 (a)

   

5,000

     

5,056

   
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29,
Callable 11/20/24 @ 100 (b)
   

8,571

     

8,751

   
Bank of America Corp., 3.12% (LIBOR03M+116bps), 1/20/23, MTN,
Callable 1/20/22 @ 100 (b)
   

5,000

     

5,132

   

BB&T Corp., 4.25%, 9/30/24

   

1,955

     

2,181

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29,
Callable 6/30/24 @ 100 (b)
   

9,667

     

9,526

   

Capital One Financial Corp., 3.05%, 3/9/22, Callable 2/9/22 @ 100

   

5,000

     

5,139

   
CIT Group, Inc.
4.13%, 3/9/21
   

6,946

     

6,950

   

5.00%, 8/15/22

   

17,650

     

18,709

   
Citigroup, Inc., 3.14% (LIBOR03M+72bps), 1/24/23,
Callable 1/24/22 @ 100 (b)
   

5,000

     

5,131

   

Citizens Financial Group, Inc., 4.15%, 9/28/22 (a)

   

1,283

     

1,351

   

City National Bank, 5.38%, 7/15/22

   

2,000

     

2,144

   
COMM Mortgage Trust
1.62%, 8/15/45, Callable 7/15/22 @ 100 (f)
   

40,195

     

661

   

1.69%, 10/15/45, Callable 8/15/22 @ 100 (f)

   

53,260

     

1,107

   
DAE Funding LLC
5.25%, 11/15/21, Callable 10/15/21 @ 100 (a)
   

5,000

     

5,109

   

4.50%, 8/1/22, Callable 3/12/21 @ 101.13 (a)

   

2,370

     

2,391

   

See notes to financial statements.


17



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Dime Community Bancshares, Inc., 4.50% (LIBOR03M+266bps), 6/15/27,
Callable 6/15/22 @ 100 (b)
 

$

3,750

   

$

3,752

   
First Citizens BancShares, Inc., 3.37% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (b)
   

10,871

     

11,063

   

First Horizon National Corp., 3.55%, 5/26/23, Callable 4/26/23 @ 100

   

5,000

     

5,302

   

FNB Corp., 2.20%, 2/24/23, Callable 1/24/23 @ 100

   

6,349

     

6,480

   

Ford Motor Credit Co. LLC, 3.38%, 11/13/25, Callable 10/13/25 @ 100

   

3,000

     

3,056

   
Fulton Financial Corp.
3.60%, 3/16/22
   

9,750

     

9,952

   

3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (b)

   

10,000

     

10,054

   

GA Global Funding Trust, 1.63%, 1/15/26 (a)

   

2,500

     

2,531

   
Hilltop Holdings, Inc., 5.75% (SOFR+568bps), 5/15/30,
Callable 5/15/25 @ 100 (b)
   

5,000

     

5,152

   

Infinity Property & Casualty Corp., 5.00%, 9/19/22

   

21,955

     

23,322

   
JPMorgan Chase & Co., 2.78% (LIBOR03M+94bps), 4/25/23,
Callable 4/25/22 @ 100 (b)
   

5,000

     

5,145

   

KeyBank NA, 2.30%, 9/14/22

   

5,000

     

5,159

   
Main Street Capital Corp.
5.20%, 5/1/24
   

5,200

     

5,632

   

3.00%, 7/14/26, Callable 6/14/26 @ 100

   

3,500

     

3,500

   
MB Financial Bank NA, 4.00% (LIBOR03M+187bps), 12/1/27,
Callable 12/1/22 @ 100 (b)
   

3,000

     

3,104

   

Mobr-04 LLC (LOC — Compass Bank), 1.13%, 9/1/24 (i) (k)

   

3,200

     

3,200

   

National Securities Clearing Corp., 1.20%, 4/23/23 (a)

   

5,000

     

5,095

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (b) (j)
   

8,242

     

8,517

   
Pinnacle Bank/Nashville, 3.33% (LIBOR03M+313bps), 7/30/25,
Callable 4/30/21 @ 100 (b)
   

5,000

     

4,801

   
Pinnacle Financial Partners, Inc., 5.25% (LIBOR03M+388bps), 11/16/26,
Callable 11/16/21 @ 100 (a) (b)
   

3,800

     

3,858

   

Protective Life Global Funding, 3.10%, 4/15/24 (a)

   

5,000

     

5,394

   
Reliance Standard Life Global Funding II
3.85%, 9/19/23 (a)
   

5,000

     

5,417

   

2.75%, 5/7/25 (a)

   

5,000

     

5,286

   
Santander Holdings USA, Inc.
4.45%, 12/3/21, Callable 11/3/21 @ 100
   

1,278

     

1,315

   

3.70%, 3/28/22, Callable 2/28/22 @ 100

   

15,000

     

15,478

   

3.45%, 6/2/25, Callable 5/2/25 @ 100

   

4,179

     

4,546

   
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29,
Callable 11/1/24 @ 100 (b)
   

11,650

     

11,857

   

SL Green Operating Partnership LP, 3.25%, 10/15/22, Callable 9/15/22 @ 100

   

2,612

     

2,705

   

StanCorp Financial Group, Inc., 5.00%, 8/15/22

   

5,366

     

5,702

   

Sterling Bancorp, 4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)

   

8,750

     

8,771

   
Sterling National Bank, 5.25% (LIBOR03M+394bps), 4/1/26,
Callable 4/1/21 @ 100 (b)
   

3,750

     

3,763

   

SunTrust Bank, 3.00%, 2/2/23, Callable 1/2/23 @ 100

   

10,000

     

10,507

   

Synovus Bank, 2.29% (SOFR+95bps), 2/10/23, Callable 2/10/22 @ 100 (b)

   

4,776

     

4,837

   
TCF National Bank
4.13% (LIBOR03M+238bps), 7/2/29, Callable 7/2/24 @ 100 (b)
   

5,000

     

4,927

   

5.50% (LIBOR03M+509bps), 5/6/30, Callable 5/6/25 @ 100 (b)

   

10,000

     

10,436

   

See notes to financial statements.


18



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
TIAA FSB Holdings, Inc., 6.00% (LIBOR03M+470bps), 3/15/26,
Callable 3/15/21 @ 100 (b)
 

$

5,718

   

$

5,736

   
UMB Financial Corp., 3.70% (H15T5Y+344bps), 9/17/30,
Callable 9/17/25 @ 100 (b)
   

3,750

     

3,852

   

United Financial Bancorp, Inc., 5.75%, 10/1/24

   

4,120

     

4,489

   

WEA Finance LLC, 3.15%, 4/5/22, Callable 3/5/22 @ 100 (a)

   

5,000

     

5,088

   
Wells Fargo & Co.
3.07%, 1/24/23, Callable 1/24/22 @ 100
   

10,000

     

10,270

   

2.16% (LIBOR03M+75bps), 2/11/26, Callable 2/11/25 @ 100, MTN (b)

   

5,000

     

5,220

   

Zions Bancorp NA, 3.35%, 3/4/22, Callable 2/4/22 @ 100 (i) (j)

   

3,900

     

4,011

   
     

378,109

   

Health Care (1.3%):

 
Bristol-Myers Squibb Co.
2.75%, 2/15/23, Callable 1/15/23 @ 100
   

10,000

     

10,469

   

3.25%, 2/20/23, Callable 1/20/23 @ 100

   

5,000

     

5,286

   

Centene Corp., 4.75%, 1/15/25, Callable 3/12/21 @ 102.38

   

930

     

954

   
Fresenius Medical Care U.S. Finance, Inc.
5.75%, 2/15/21
   

1,222

     

1,225

   

5.75%, 2/15/21 (a)

   

5,000

     

5,011

   
Fresenius U.S. Finance II, Inc.
4.25%, 2/1/21 (a)
   

7,795

     

7,794

   

4.50%, 1/15/23, Callable 10/17/22 @ 100 (a)

   

4,000

     

4,238

   

SSM Health Care Corp., 3.69%, 6/1/23, Callable 3/1/23 @ 100

   

4,330

     

4,624

   
     

39,601

   

Industrials (4.5%):

 
Air Lease Corp.
2.50%, 3/1/21
   

8,438

     

8,452

   

3.88%, 4/1/21, Callable 3/2/21 @ 100

   

3,000

     

3,008

   

0.90% (LIBOR03M+67bps), 6/3/210, MTN (b)

   

5,000

     

5,001

   

3.50%, 1/15/22

   

5,500

     

5,652

   

2.25%, 1/15/23

   

5,000

     

5,141

   
Aircastle Ltd.
5.13%, 3/15/21
   

15,466

     

15,506

   

4.25%, 6/15/26, Callable 4/15/26 @ 100

   

5,000

     

5,365

   
American Airlines Pass Through Trust
4.38%, 4/1/24
   

3,240

     

2,987

   

4.40%, 3/22/25

   

6,668

     

5,801

   

4.38%, 12/15/25 (a)

   

5,440

     

4,666

   

Aviation Capital Group LLC, 5.50%, 12/15/24, Callable 11/15/24 @ 100 (a)

   

5,000

     

5,651

   
Delta Air Lines Pass Through Trust
6.82%, 2/10/24
   

410

     

424

   

2.00%, 12/10/29

   

4,851

     

4,888

   

Delta Air Lines, Inc./SkyMiles IP Ltd., 4.50%, 10/20/25 (a)

   

5,852

     

6,253

   

Fluor Corp., 3.50%, 12/15/24, Callable 9/15/24 @ 100 (j)

   

6,000

     

5,982

   

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

   

5,000

     

5,836

   

PACCAR Financial Corp., 2.65%, 4/6/23, MTN

   

5,000

     

5,249

   
Southwest Airlines Co.
4.75%, 5/4/23
   

5,000

     

5,416

   

5.25%, 5/4/25, Callable 4/4/25 @ 100

   

10,000

     

11,480

   

See notes to financial statements.


19



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Spirit AeroSystems, Inc., 3.95%, 6/15/23, Callable 5/15/23 @ 100

 

$

1,181

   

$

1,170

   

The Boeing Co., 1.95%, 2/1/24

   

2,000

     

2,054

   

The Nature Conservancy, 0.47%, 7/1/23

   

850

     

849

   

U.S. Airways, 5.38%, 5/15/23

   

10,100

     

9,869

   

U.S. Airways (INS — MBIA Insurance Corp.), 7.08%, 9/20/22

   

153

     

152

   
United Airlines Pass Through Trust
5.38%, 2/15/23
   

2,243

     

2,258

   

4.63%, 3/3/24

   

840

     

845

   

4.88%, 7/15/27

   

1,029

     

1,052

   
     

131,007

   

Information Technology (0.2%):

 

Microchip Technology, Inc., 3.92%, 6/1/21

   

2,000

     

2,022

   

VeriSign, Inc., 4.63%, 5/1/23, Callable 3/12/21 @ 100.77

   

4,000

     

4,037

   
     

6,059

   

Materials (0.6%):

 
Albemarle Corp., 1.27% (LIBOR03M+105bps), 11/15/22,
Callable 2/25/21 @ 100 (b) (j)
   

6,364

     

6,356

   

Ball Corp., 5.00%, 3/15/22

   

1,000

     

1,044

   

Commercial Metals Co., 4.88%, 5/15/23, Callable 2/15/23 @ 100

   

1,000

     

1,056

   

Huntsman International LLC, 5.13%, 11/15/22, Callable 8/15/22 @ 100

   

3,000

     

3,189

   

Reliance Steel & Aluminum Co., 4.50%, 4/15/23, Callable 1/15/23 @ 100

   

8,403

     

9,050

   
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds
Group Issuer, 5.13%, 7/15/23, Callable 2/14/21 @ 101.28 (a)
   

45

     

46

   
     

20,741

   

Real Estate (2.6%):

 

American Tower Trust #1, 3.07%, 3/15/48, Callable 9/15/21 @ 100 (a)

   

3,760

     

3,813

   

Boston Properties LP, 4.13%, 5/15/21

   

5,398

     

5,399

   

CoreCivic, Inc., 5.00%, 10/15/22, Callable 7/15/22 @ 100

   

12,437

     

11,993

   

Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100

   

6,360

     

6,746

   

Nationwide Health Properties, Inc., 6.90%, 10/1/37, (Put Date 10/1/27), MTN (l)

   

2,950

     

3,739

   

Office Properties Income Trust, 4.00%, 7/15/22, Callable 6/15/22 @ 100

   

7,500

     

7,682

   
SBA Tower Trust
2.84%, 1/15/25 (a)
   

6,923

     

7,386

   

3.45%, 3/15/48 (a)

   

10,000

     

10,572

   

1.88%, 7/15/50 (a)

   

3,500

     

3,612

   

Senior Housing Properties Trust, 6.75%, 12/15/21, Callable 6/15/21 @ 100 (j)

   

6,890

     

7,027

   

SL Green Realty Corp., 4.50%, 12/1/22, Callable 9/1/22 @ 100 (j)

   

5,000

     

5,236

   
VICI Properties LP/VICI Note Co., Inc., 3.50%, 2/15/25,
Callable 2/15/22 @ 101.75 (a)
   

3,636

     

3,703

   
     

76,908

   

Utilities (2.4%):

 

Delmarva Power & Light Co., 3.50%, 11/15/23, Callable 8/15/23 @ 100

   

5,858

     

6,317

   

Dominion Energy, Inc., 2.72%, 8/15/21 (m)

   

5,000

     

5,061

   

Duke Energy Corp., 2.40%, 8/15/22, Callable 7/15/22 @ 100

   

5,000

     

5,144

   
National Fuel Gas Co.
4.90%, 12/1/21, Callable 9/1/21 @ 100
   

5,000

     

5,123

   

5.50%, 1/15/26, Callable 12/15/25 @ 100

   

5,000

     

5,805

   

See notes to financial statements.


20



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Public Service Electric & Gas Co., 3.25%, 9/1/23, MTN, Callable 8/1/23 @ 100 (j)

 

$

5,000

   

$

5,377

   

Sierra Pacific Power Co., 3.38%, 8/15/23, Callable 5/15/23 @ 100

   

4,299

     

4,588

   

Southern Co. Gas Capital Corp., 2.45%, 10/1/23, Callable 8/1/23 @ 100

   

10,000

     

10,497

   

Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100

   

9,500

     

10,005

   

System Energy Resources, Inc., 4.10%, 4/1/23, Callable 1/1/23 @ 100

   

3,630

     

3,871

   

Virginia Electric & Power Co., 2.75%, 3/15/23, Callable 12/15/22 @ 100

   

5,000

     

5,223

   
     

67,011

   

Total Corporate Bonds (Cost $1,154,231)

   

1,190,099

   

Yankee Dollars (12.1%)

 

Communication Services (0.5%):

 
Deutsche Telekom International Finance BV, 2.82%, 1/19/22,
Callable 12/19/21 @ 100 (a) (j)
   

5,000

     

5,101

   

Pearson Funding Four PLC, 3.75%, 5/8/22 (a)

   

7,250

     

7,421

   
     

12,522

   

Consumer Discretionary (0.3%):

 

KIA Motors Corp., 2.63%, 4/21/21 (a)

   

500

     

502

   

Nissan Motor Co. Ltd., 3.04%, 9/15/23 (a)

   

4,000

     

4,196

   

Stellantis NV, 5.25%, 4/15/23

   

4,352

     

4,748

   
     

9,446

   

Consumer Staples (1.1%):

 

Alimentation Couche-Tard, Inc., 2.70%, 7/26/22, Callable 6/26/22 @ 100 (a)

   

5,000

     

5,149

   

Grupo Bimbo Sab de CV, 4.50%, 1/25/22 (a)

   

18,588

     

19,290

   
Reckitt Benckiser Treasury Services PLC, 2.38%, 6/24/22,
Callable 5/24/22 @ 100 (a)
   

5,000

     

5,129

   
     

29,568

   

Energy (1.2%):

 
Aker BP ASA
5.88%, 3/31/25, Callable 3/31/21 @ 102.94 (a)
   

4,406

     

4,562

   

2.88%, 1/15/26, Callable 12/15/25 @ 100 (a)

   

4,375

     

4,518

   

Cenovus Energy, Inc., 3.00%, 8/15/22, Callable 5/15/22 @ 100

   

5,000

     

5,119

   

Galaxy Pipeline Assets Bidco Ltd., 1.75%, 9/30/27 (a)

   

2,500

     

2,528

   

Meg Energy Corp., 7.00%, 3/31/24, Callable 2/18/21 @ 101.17 (a)

   

5,000

     

5,066

   

Petroleos Mexicanos, 3.87% (LIBOR03M+365bps), 3/11/22 (b)

   

1,000

     

1,011

   

Suncor Energy Ventures Corp., 4.50%, 4/1/22 (a)

   

12,500

     

12,889

   

Woodside Finance Ltd., 4.60%, 5/10/21, Callable 3/12/21 @ 100 (a)

   

4,000

     

4,013

   
     

39,706

   

Financials (3.8%):

 

BAT International Finance PLC, 1.67%, 3/25/26, Callable 2/25/26 @ 100

   

5,000

     

5,075

   
BBVA Bancomer SA
6.50%, 3/10/21
   

3,000

     

3,014

   

6.50%, 3/10/21 (a)

   

21,671

     

21,770

   

BNP Paribas SA, 6.50%, Callable 3/6/21 @ 100

   

11,288

     

11,346

   
Lloyds Banking Group PLC, 2.91% (LIBOR03M+81bps), 11/7/23,
Callable 11/7/22 @ 100 (b)
   

10,000

     

10,406

   

ORIX Corp., 2.90%, 7/18/22

   

10,000

     

10,335

   

See notes to financial statements.


21



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Park Aerospace Holdings Ltd.
3.63%, 3/15/21, Callable 2/16/21 @ 100 (a)
 

$

2,000

   

$

2,002

   

5.25%, 8/15/22, Callable 7/15/22 @ 100 (a)

   

8,000

     

8,406

   

Royal Bank of Scotland Group PLC, 6.13%, 12/15/22

   

13,000

     

14,210

   
Santander UK Group Holdings PLC
3.57%, 1/10/23, Callable 1/10/22 @ 100
   

5,000

     

5,143

   

3.37% (LIBOR03M+108bps), 1/5/24, Callable 1/5/23 @ 100 (b)

   

5,000

     

5,257

   

Svenska Handelsbanken AB, 5.25% (USSW5+3bps), Callable 3/1/21 @ 100 (b)

   

13,200

     

13,233

   
     

110,197

   

Industrials (2.9%):

 

Aercap Ireland Capital DAC/Aercap Global Aviation Trust, 5.00%, 10/1/21

   

2,700

     

2,775

   
AerCap Ireland Capital DAC/AerCap Global Aviation Trust
4.50%, 5/15/21
   

5,000

     

5,051

   

3.15%, 2/15/24, Callable 1/15/24 @ 100

   

5,000

     

5,240

   
Air Canada Pass Through Trust
5.38%, 11/15/22 (a)
   

3,236

     

3,236

   

4.13%, 11/15/26 (a)

   

7,494

     

7,225

   

Aircastle Ltd., 4.40%, 9/25/23, Callable 8/25/23 @ 100

   

5,000

     

5,346

   
Avolon Holdings Funding Ltd.
3.95%, 7/1/24, Callable 6/1/24 @ 100 (a)
   

5,000

     

5,275

   

2.88%, 2/15/25, Callable 1/15/25 @ 100 (a)

   

10,000

     

10,203

   

2.13%, 2/21/26, Callable 1/21/26 @ 100 (a)

   

4,250

     

4,171

   

CK Hutchison International 16 Ltd., 1.88%, 10/3/21 (a)

   

10,000

     

10,078

   

CK Hutchison International 17 II Ltd., 2.75%, 9/29/23 (j)

   

4,907

     

5,123

   

CK Hutchison International 17 Ltd., 2.88%, 4/5/22 (a) (j)

   

5,000

     

5,131

   

Heathrow Funding Ltd., 4.88%, 7/15/21 (a)

   

9,624

     

9,800

   

Smiths Group PLC, 3.63%, 10/12/22 (a)

   

7,306

     

7,649

   
     

86,303

   

Information Technology (0.2%):

 

Open Text Corp., 5.88%, 6/1/26, Callable 6/1/21 @ 102.94 (a)

   

3,100

     

3,223

   

Telefonaktiebolaget LM Ericsson, 4.13%, 5/15/22

   

1,805

     

1,878

   
     

5,101

   

Materials (0.6%):

 

Braskem Netherlands Finance BV, 3.50%, 1/10/23, Callable 12/10/22 @ 100 (a)

   

5,000

     

5,132

   

FMG Resources Pty Ltd., 4.75%, 5/15/22, Callable 2/15/22 @ 100 (a)

   

2,000

     

2,059

   

Norbord, Inc., 5.75%, 7/15/27, Callable 7/15/22 @ 102.88 (a)

   

2,636

     

2,831

   

POSCO, 2.38%, 1/17/23 (a)

   

5,000

     

5,157

   
     

15,179

   

Real Estate (0.3%):

 
Scentre Group Trust 1/Scentre Group Trust 2, 2.38%, 4/28/21,
Callable 3/29/21 @ 100 (a) (i)
   

7,995

     

8,016

   

Sovereign Bond (0.4%):

 

Province of Alberta Canada, 3.35%, 11/1/23

   

5,000

     

5,407

   

Province of Canada, 2.45%, 6/29/22

   

5,000

     

5,156

   
     

10,563

   

See notes to financial statements.


22



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Utilities (0.8%):

 
Comision Federal de Electricidad
4.88%, 5/26/21 (a)
 

$

5,000

   

$

5,062

   

4.88%, 5/26/21

   

10,000

     

10,125

   
PPL WEM Ltd./Western Power Distribution Ltd., 5.38%, 5/1/21,
Callable 3/1/21 @ 100 (a)
   

9,000

     

9,034

   
     

24,221

   

Total Yankee Dollars (Cost $343,599)

   

350,822

   

Municipal Bonds (10.8%)

 

Alabama (0.3%):

 

Auburn University Revenue, Series C, 0.82%, 6/1/24

   

2,760

     

2,803

   

City of Birmingham AL, GO, 0.86%, 3/1/24

   

1,585

     

1,608

   
The Water Works Board of The City of Birmingham Revenue
2.20%, 1/1/24
   

1,000

     

1,055

   

2.36%, 1/1/25

   

2,000

     

2,147

   
     

7,613

   

Alaska (0.0%): (n)

 
University of Alaska Revenue, Build America Bond
Series W, 1.70%, 10/1/22
   

900

     

916

   

Series W, 1.83%, 10/1/23

   

1,000

     

1,029

   
     

1,945

   

Arizona (0.1%):

 

City of Flagstaff AZ Certificate participation, Series A, 0.97%, 5/1/23

   

1,000

     

1,011

   

City of Phoenix Civic Improvement Corp. Revenue, 2.37%, 7/1/25

   

1,500

     

1,561

   
City of Phoenix Civic Improvement Corp. Revenue, Build
America Bond, 0.68%, 7/1/23
   

1,000

     

1,009

   
     

3,581

   

California (0.5%):

 
California Statewide Communities Development Authority Revenue, 2.15%,
11/15/30, Continuously Callable @100
   

5,000

     

5,033

   
California Statewide Communities Development Authority Revenue
(NBGA — California Health Insurance Construction Loan
Insurance Program), 2.05%, 8/1/30
   

3,000

     

3,042

   

City of Riverside CA Revenue, Series A, 1.75%, 6/1/22

   

670

     

679

   
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 2.63%, 8/1/22
   

4,750

     

4,912

   

Sequoia Union High School District, GO, 1.74%, 7/1/25

   

1,250

     

1,316

   
     

14,982

   

Colorado (0.5%):

 
City & County of Denver Co. Airport System Revenue
Series C, 0.88%, 11/15/23
   

1,850

     

1,853

   

Series C, 1.12%, 11/15/24

   

1,330

     

1,333

   
City of Loveland Electric & Communications Enterprise
Revenue, 2.97%, 12/1/24
   

2,280

     

2,446

   

See notes to financial statements.


23



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Colorado Health Facilities Authority Revenue
2.80%, 12/1/26
 

$

700

   

$

712

   

Series B, 2.24%, 11/1/22

   

530

     

544

   

Series B, 2.40%, 11/1/23

   

1,250

     

1,303

   

Series B, 2.50%, 11/1/24

   

1,250

     

1,318

   
Denver City & County Housing Authority Revenue
2.15%, 12/1/24
   

3,850

     

4,035

   

2.30%, 12/1/25

   

2,000

     

2,117

   

Park Creek Metropolitan District Revenue, Series B, 2.53%, 12/1/24

   

500

     

535

   

University of Colorado Revenue, Series A, 2.35%, 6/1/25

   

2,500

     

2,671

   
     

18,867

   

District of Columbia (0.0%): (n)

 
District of Columbia Revenue
1.44%, 4/1/22
   

350

     

353

   

1.56%, 4/1/23

   

520

     

530

   

1.67%, 4/1/24

   

550

     

565

   
     

1,448

   

Florida (0.5%):

 
City of Gainesville Florida Revenue
0.64%, 10/1/22
   

800

     

801

   

0.82%, 10/1/23

   

750

     

753

   

County of Lee Florida Water & Sewer Revenue, 2.01%, 10/1/24

   

1,360

     

1,424

   
Florida Development Finance Corp. Revenue
1.65%, 4/1/21
   

720

     

720

   

1.80%, 4/1/22

   

1,180

     

1,181

   

1.98%, 4/1/23

   

1,750

     

1,760

   

Florida Municipal Power Agency Revenue, Series B, 2.38%, 10/1/21

   

2,500

     

2,521

   

Hillsborough County IDA Revenue, 2.16%, 8/1/25

   

2,910

     

2,946

   

Hillsborough County Industrial Development Authority Revenue, 2.01%, 8/1/24

   

5,000

     

5,047

   
     

17,153

   

Georgia (0.2%):

 
Athens Housing Authority Revenue
2.13%, 12/1/24
   

1,850

     

1,956

   

2.32%, 12/1/25

   

3,215

     

3,443

   
     

5,399

   

Illinois (0.1%):

 
Chicago O'Hare International Airport Revenue
Series D, 0.96%, 1/1/23
   

835

     

839

   

Series D, 1.17%, 1/1/24

   

1,000

     

1,011

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue
Series B, 1.71%, 12/1/22
   

1,000

     

1,015

   

Series B, 1.84%, 12/1/23

   

1,500

     

1,535

   

Illinois Finance Authority Revenue, 2.11%, 5/15/26

   

1,000

     

1,040

   
     

5,440

   

See notes to financial statements.


24



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Indiana (0.3%):

 
Indiana Finance Authority Revenue
2.66%, 3/1/25
 

$

1,675

   

$

1,790

   

2.76%, 3/1/26

   

1,850

     

1,999

   
Lake Central Multi-District School Building Corp. Revenue
0.67%, 1/15/23
   

500

     

502

   

0.72%, 7/15/23

   

1,500

     

1,509

   

0.85%, 1/15/24

   

1,275

     

1,288

   
     

7,088

   

Kansas (0.0%): (n)

 
Wyandotte County-Kansas City Unified Government Utility System
Revenue, Series B, 1.13%, 9/1/24
   

1,000

     

1,011

   

Kentucky (0.0%): (n)

 

County of Warren Revenue, 1.07%, 4/1/26 (d)

   

1,385

     

   
Kentucky State Property & Building Commission Revenue
Series C, 2.56%, 5/1/21
   

1,060

     

1,066

   

Series C, 2.76%, 5/1/22

   

250

     

257

   
     

1,323

   

Louisiana (0.0%): (n)

 
Terrebonne Levee & Conservation District Revenue
Series A, 0.80%, 6/1/21
   

600

     

601

   

Series A, 0.97%, 6/1/22

   

800

     

805

   

Series A, 1.13%, 6/1/23

   

1,200

     

1,214

   
     

2,620

   

Maryland (0.3%):

 
County of Howard, GO
Series C, 1.22%, 8/15/22
   

980

     

995

   

Series C, 1.34%, 8/15/23

   

1,000

     

1,027

   
Maryland Economic Development Corp. Revenue
Series B, 3.05%, 6/1/21
   

3,670

     

3,680

   

Series B, 3.30%, 6/1/22

   

3,795

     

3,846

   
Maryland Stadium Authority Revenue
Series C, 1.13%, 5/1/23
   

1,535

     

1,550

   

Series C, 1.32%, 5/1/24

   

1,000

     

1,017

   
     

12,115

   

Massachusetts (0.0%): (n)

 
Massachusetts Development Finance Agency Revenue,
Series B, 4.00%, 6/1/24
   

615

     

638

   

Michigan (1.2%):

 
Clintondale Community Schools, GO
2.61%, 5/1/21
   

5,395

     

5,428

   

2.84%, 5/1/22

   

4,000

     

4,128

   
Ecorse Public School District, GO
2.00%, 5/1/24
   

1,250

     

1,310

   

2.09%, 5/1/25

   

2,200

     

2,330

   

See notes to financial statements.


25



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Great Lakes Water Authority Sewage Disposal System Revenue
Series B, 1.44%, 7/1/21
 

$

400

   

$

400

   

Series B, 1.49%, 7/1/22

   

670

     

672

   
Michigan Finance Authority Revenue
2.21%, 12/1/23
   

1,565

     

1,638

   

2.31%, 12/1/24

   

895

     

949

   

2.37%, 9/1/49, (Put Date 9/1/23) (l)

   

5,944

     

6,183

   

Series A-1, 2.33%, 6/1/30

   

5,000

     

4,973

   
Michigan State Building Authority Revenue
Series II, 0.60%, 4/15/23
   

725

     

730

   

Series II, 0.65%, 10/15/23

   

1,500

     

1,513

   

Ypsilanti School District, GO, 2.02%, 5/1/25

   

575

     

587

   
     

30,841

   

Minnesota (0.0%): (n)

 
Western Minnesota Municipal Power Agency Revenue
Series A, 2.28%, 1/1/25
   

1,000

     

1,062

   

Series A, 2.38%, 1/1/26

   

1,000

     

1,073

   
     

2,135

   

Mississippi (0.2%):

 
Mississippi Development Bank Revenue
2.31%, 1/1/25
   

2,235

     

2,347

   

2.36%, 1/1/26

   

2,000

     

2,113

   
     

4,460

   

Missouri (0.4%):

 
Bi-State Development Agency of the Missouri-Illinois Metropolitan
District Revenue
Series B, 1.02%, 10/1/23
   

2,000

     

2,025

   

Series B, 1.22%, 10/1/24

   

1,250

     

1,273

   

Kansas City Industrial Development Authority Revenue, 1.30%, 3/1/24

   

3,000

     

3,037

   
Missouri State Environmental Improvement & Energy Resources
Authority Revenue, Series B, 0.70%, 1/1/24
   

2,640

     

2,648

   

University of Missouri Revenue, 1.47%, 11/1/23

   

2,000

     

2,062

   
     

11,045

   

Nebraska (0.0%): (n)

 
Nebraska Cooperative Republican Platte Enhancement Project Revenue,
Series B, 0.83%, 12/15/22
   

1,000

     

1,001

   
Papio-Missouri River Natural Resource District Special Tax,
2.09%, 12/15/24, Continuously Callable @100
   

960

     

1,000

   
     

2,001

   

Nevada (0.3%):

 
State of Nevada Department of Business & Industry Revenue,
Series A, 0.50%, 1/1/50, (Put Date 7/1/21) (a) (l)
   

6,500

     

6,500

   

New Jersey (1.4%):

 
City of Newark, GO
2.25%, 2/24/21
   

5,500

     

5,506

   

2.00%, 10/5/21

   

4,480

     

4,527

   

See notes to financial statements.


26



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
New Jersey Economic Development Authority Revenue
3.70%, 6/15/21
 

$

550

   

$

554

   

Series B, 3.65%, 7/1/21

   

495

     

497

   

Series NNN, 2.78%, 6/15/23

   

2,042

     

2,102

   

New Jersey Educational Facilities Authority Revenue, 2.47%, 9/1/21

   

7,450

     

7,510

   
North Hudson Sewerage Authority Revenue
2.43%, 6/1/24
   

1,200

     

1,259

   

2.59%, 6/1/25

   

1,000

     

1,062

   
South Jersey Transportation Authority Revenue
Series B, 2.10%, 11/1/24
   

1,750

     

1,757

   

Series B, 2.20%, 11/1/25

   

3,515

     

3,524

   

Township of Weehawken, GO, 1.10%, 12/30/21

   

4,600

     

4,609

   
     

32,907

   

New York (0.8%):

 
Buffalo & Erie County Industrial Land Development Corp. Revenue,
Series B, 3.35%, 11/1/25
   

1,505

     

1,515

   
County of Suffolk, GO
Series C, 0.90%, 6/15/22
   

1,000

     

999

   

Series D, 1.30%, 6/25/21

   

7,000

     

7,023

   
Long Island Power Authority Revenue, Series C, 0.76%, 3/1/23,
Continuously Callable @100
   

500

     

502

   
Madison County Capital Resource Corp. Revenue
2.23%, 7/1/24
   

1,200

     

1,256

   

2.39%, 7/1/25

   

2,670

     

2,827

   

2.52%, 7/1/26

   

3,050

     

3,257

   
New York State Dormitory Authority Revenue
2.44%, 7/1/21
   

1,550

     

1,558

   

Series B, 3.18%, 3/15/22

   

2,000

     

2,062

   

New York State Thruway Authority Revenue, Series M, 2.26%, 1/1/25

   

1,000

     

1,054

   
     

22,053

   

North Carolina (0.0%): (n)

 

City of Winston-Salem NC Revenue, Series B, 2.33%, 6/1/26

   

500

     

539

   

Ohio (0.2%):

 
City of Cleveland Airport System Revenue
2.49%, 1/1/25
   

2,000

     

2,065

   

2.59%, 1/1/26

   

2,000

     

2,068

   
     

4,133

   

Oklahoma (0.0%): (n)

 
Oklahoma Turnpike Authority Revenue
0.49%, 1/1/22
   

750

     

751

   

0.63%, 1/1/23

   

560

     

562

   
     

1,313

   

Oregon (0.1%):

 
Medford Hospital Facilities Authority Revenue
Series B, 1.65%, 8/15/22
   

500

     

506

   

Series B, 1.73%, 8/15/23

   

1,400

     

1,427

   

Series B, 1.83%, 8/15/24

   

1,700

     

1,741

   
     

3,674

   

See notes to financial statements.


27



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Pennsylvania (1.0%):

 

City of Pittsburgh PA, GO, Series B, 0.84%, 9/1/24

 

$

1,715

   

$

1,718

   

County of Allegheny PA, GO, Series C, 0.69%, 11/1/23

   

2,200

     

2,232

   

County of Bucks PA, GO, 0.98%, 6/1/24

   

2,025

     

2,053

   
Montgomery County Industrial Development Authority Revenue
Series D, 2.45%, 11/15/23
   

1,250

     

1,259

   

Series D, 2.60%, 11/15/24

   

4,050

     

4,079

   

Pennsylvania IDA Revenue, 2.97%, 7/1/21 (a)

   

2,279

     

2,303

   
Scranton School District, GO
Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (l)
   

2,805

     

2,840

   

Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (l)

   

1,415

     

1,519

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.)
2.50%, 4/1/23
   

1,815

     

1,887

   

2.60%, 4/1/24

   

1,730

     

1,834

   

2.72%, 4/1/25

   

900

     

971

   

2.82%, 4/1/26

   

1,000

     

1,094

   

State Public School Building Authority Revenue, 2.75%, 4/1/25

   

1,500

     

1,548

   
     

25,337

   

Rhode Island (0.1%):

 

Rhode Island Commerce Corp. Revenue, 2.86%, 5/1/24

   

2,065

     

2,194

   

South Dakota (0.1%):

 
South Dakota Health & Educational Facilities Authority Revenue
Series B, 2.31%, 7/1/23
   

1,500

     

1,553

   

Series B, 2.38%, 7/1/24

   

1,350

     

1,412

   
     

2,965

   

Texas (0.9%):

 
Central Texas Regional Mobility Authority Revenue, Build America Bond
Series C, 1.45%, 1/1/25
   

400

     

401

   

Series D, 1.65%, 1/1/24

   

500

     

503

   

Series D, 1.80%, 1/1/25

   

750

     

755

   
City of Houston Airport System Revenue
Series C, 0.88%, 7/1/22
   

1,780

     

1,793

   

Series C, 1.05%, 7/1/23

   

1,650

     

1,674

   
City of Houston, GO
2.77%, 3/1/22
   

1,240

     

1,272

   

2.98%, 3/1/23

   

1,900

     

2,000

   

City of Lubbock Water & Wastewater System Revenue, 2.06%, 2/15/25

   

5,000

     

5,222

   
Clear Creek Independent School District, GO
Series B, 5.00%, 2/15/24
   

2,250

     

2,542

   

Series B, 5.00%, 2/15/25

   

1,650

     

1,921

   
Dallas/Fort Worth International Airport Revenue
Series C, 1.04%, 11/1/23
   

500

     

506

   

Series C, 1.23%, 11/1/24

   

750

     

762

   

Denton Independent School District, GO, Series A, 0.52%, 8/15/24

   

1,000

     

982

   
Harris County Cultural Education Facilities Finance Corp. Revenue,
Series B, 2.47%, 5/15/25
   

1,000

     

1,045

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
0.86%, 9/1/21
   

875

     

876

   

0.92%, 9/1/22

   

655

     

658

   

See notes to financial statements.


28



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Texas A&M University Revenue, Series A, 2.95%, 5/15/23

 

$

1,585

   

$

1,679

   
White Settlement Independent School District, GO (NBGA — Texas
Permanent School Fund)
0.49%, 8/15/23
   

640

     

632

   

0.61%, 8/15/24

   

550

     

538

   
     

25,761

   

Virginia (0.6%):

 

County of Arlington VA, GO, Series B, 0.64%, 8/1/24

   

3,000

     

3,024

   
Virginia Small Business Financing Authority Revenue, 2.25%, 7/1/50,
(Put Date 12/29/22) (a) (l)
   

11,000

     

11,027

   
     

14,051

   

West Virginia (0.3%):

 
Tobacco Settlement Finance Authority Revenue
0.80%, 6/1/21
   

3,250

     

3,247

   

0.95%, 6/1/22

   

3,500

     

3,492

   

1.19%, 6/1/23

   

3,500

     

3,501

   
     

10,240

   

Wisconsin (0.4%):

 
Public Finance Authority Revenue (LOC — Citizens Financial Group),
3.75%, 2/1/22, Continuously Callable @100
   

6,500

     

6,507

   
State of Wisconsin Revenue
Series A, 1.90%, 5/1/25
   

2,000

     

2,116

   

Series A, 2.10%, 5/1/26

   

1,000

     

1,070

   
     

9,693

   

Total Municipal Bonds (Cost $307,654)

   

313,065

   

U.S. Government Agency Mortgages (0.6%)

 
Federal Home Loan Mortgage Corp.
5.50%, 4/1/21
   

5

     

5

   

Series K023, Class X1, 1.22%, 8/25/22 (e) (f)

   

63,937

     

1,036

   

3.42% (LIBOR12M+163bps), 4/1/35 (b)

   

194

     

200

   
     

1,241

   
Federal National Mortgage Association
5.00%, 12/1/21-2/1/24
   

132

     

138

   

Series 2012-M8, Class X2, 0.66%, 5/25/22 (e) (f)

   

41,334

     

192

   

Series 2013-M1, Class X2, 0.58%, 8/25/22 (e) (f)

   

29,893

     

138

   

6.00%, 10/1/22-7/1/23

   

243

     

251

   

5.50%, 2/1/23-6/1/24

   

301

     

312

   

4.50%, 5/1/23-2/1/24

   

60

     

62

   

2.50%, 4/1/27-8/1/27

   

11,908

     

12,520

   

Series 2012-104, Class HC, 1.25%, 9/25/27

   

1,821

     

1,849

   
     

15,462

   

Total U.S. Government Agency Mortgages (Cost $15,444)

   

16,703

   

See notes to financial statements.


29



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Commercial Paper (2.3%)

 
Jabil, Inc.
1.19%, 2/2/21 (a) (o)
 

$

22,000

   

$

21,998

   

0.90%, 2/4/21 (a) (o)

   

3,200

     

3,200

   
Ovintiv, Inc.
1.08%, 2/10/21 (a) (o)
   

5,000

     

4,998

   

1.12%, 2/26/21 (a) (o)

   

1,700

     

1,699

   

1.11%, 3/5/21 (a) (o)

   

5,000

     

4,995

   

Plains All American Pipeline LP, 0.23%, 2/4/21 (a) (o)

   

2,200

     

2,200

   
Plains Midstream Canada
0.68%, 2/4/21 (a) (o)
   

7,100

     

7,099

   

0.57%, 2/8/21 (a) (o)

   

9,000

     

8,999

   

Viatris, Inc., 0.60%, 3/22/21 (a) (o)

   

10,000

     

9,992

   

Total Commercial Paper (Cost $65,181)

   

65,180

   

Collateral for Securities Loaned^ (1.0%)

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (p)
   

4,251,748

     

4,252

   
Goldman Sachs Financial Square Government Fund
Institutional Shares, 0.03% (p)
   

4,778,596

     

4,779

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (p)

   

19,492,251

     

19,492

   

Total Collateral for Securities Loaned (Cost $28,523)

   

28,523

   

Total Investments (Cost $2,865,415) — 101.5%

   

2,931,962

   

Liabilities in excess of other assets — (1.5)%

   

(43,431

)

 

NET ASSETS — 100.00%

 

$

2,888,531

   

At January 31, 2021, the Fund's investments in foreign securities were 12.1% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, the fair value of these securities was $1,373,388 (thousands) and amounted to 47.5% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2021.

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

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

(e)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2021.

(f)  Security is interest only.

(g)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of the Fund's net assets as of January 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

See notes to financial statements.


30



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

(h)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At January 31, 2021, illiquid securities were 0.2% of the Fund's net assets.

(i)  All or a portion of this security has been segregated as collateral for derivative instruments and/or when-issued securities.

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

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

(l)  Put Bond.

(m)  Stepped-coupon security converts to coupon form on 8/15/21 with a rate of 2.72%

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

(o)  Rate represents the effective yield at January 31, 2021.

(p)  Rate disclosed is the daily yield on January 31, 2021.

(q)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

bps — Basis points

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

GO — General Obligation

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of January 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

MBIA — Municipal Bond Insurance Association

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.


31



USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

SOFR — Secured Overnight Financing Rate

USSW5 — USD 5 Year Swap Rate, rate disclosed as of January 31, 2021.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

5-Year U.S. Treasury Note Futures

   

200

   

3/31/21

 

$

25,175,484

   

$

25,175,000

   

$

(484

)

 
   

Total unrealized appreciation

             

$

   
   

Total unrealized depreciation

               

(484

)

 
   

Total net unrealized appreciation (depreciation)

             

$

(484

)

 

See notes to financial statements.


32



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Short-Term
Bond Fund
 

Assets:

 

Investments, at value (Cost $2,865,415)

 

$

2,931,962

(a)

 

Cash and cash equivalents

   

42,125

   

Deposit with brokers for futures contracts

   

2,280

   

Receivables:

 

Interest and dividends

   

18,350

   

Capital shares issued

   

4,229

   

Investments sold

   

2,751

   

From Adviser

   

6

   

Prepaid expenses

   

60

   

Total assets

   

3,001,763

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

28,523

   

Distributions

   

96

   

Investments purchased

   

76,880

   

Capital shares redeemed

   

6,278

   

Variation margin on open futures contracts

   

11

   

Accrued expenses and other payables:

 

Investment advisory fees

   

588

   

Administration fees

   

289

   

Custodian fees

   

27

   

Transfer agent fees

   

413

   

Compliance fees

   

2

   
12b-1 fees    

1

   

Other accrued expenses

   

124

   

Total liabilities

   

113,232

   

Net Assets:

 

Capital

   

2,820,092

   

Total accumulated earnings/(loss)

   

68,439

   

Net assets

 

$

2,888,531

   

Net Assets

 

Fund Shares

 

$

1,027,202

   

Institutional Shares

   

1,842,653

   

Class A

   

10,527

   

R6 Shares

   

8,149

   

Total

 

$

2,888,531

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

109,810

   

Institutional Shares

   

197,082

   

Class A

   

1,125

   

R6 Shares

   

871

   

Total

   

308,888

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

9.35

   

Institutional Shares

 

$

9.35

   

Class A

 

$

9.35

   

R6 Shares

 

$

9.36

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

9.57

   

(a)  Includes $27,732 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


33



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Short-Term
Bond Fund
 

Investment Income:

 

Dividends

 

$

412

   

Interest

   

45,291

   

Securities lending (net of fees)

   

74

   

Total income

   

45,777

   

Expenses:

 

Investment advisory fees

   

3,122

   

Administration fees — Fund Shares

   

781

   

Administration fees — Institutional Shares

   

903

   

Administration fees — Class A

   

8

   

Administration fees — R6 Shares

   

2

   

Sub-Administration fees

   

14

   
12b-1 fees — Class A    

14

   

Custodian fees

   

64

   

Transfer agent fees — Fund Shares

   

728

   

Transfer agent fees — Institutional Shares

   

903

   

Transfer agent fees — Class A

   

6

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

26

   

Compliance fees

   

9

   

Legal and audit fees

   

51

   

State registration and filing fees

   

52

   

Interfund lending fees

   

(a)

 

Other expenses

   

128

   

Total expenses

   

6,811

   

Expenses waived/reimbursed by Adviser

   

(15

)

 

Net expenses

   

6,796

   

Net Investment Income (Loss)

   

38,981

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

3,782

   

Net realized gains (losses) from futures contracts

   

14

   

Net change in unrealized appreciation/depreciation on investment securities

   

27,803

   

Net change in unrealized appreciation/depreciation on futures contracts

   

(220

)

 

Net realized/unrealized gains (losses) on investments

   

31,379

   

Change in net assets resulting from operations

 

$

70,360

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


34



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Short-Term Bond Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

38,981

   

$

84,890

   

Net realized gains (losses) from investments

   

3,796

     

12,975

   
Net change in unrealized appreciation/depreciation on
investments
   

27,583

     

9,475

   

Change in net assets resulting from operations

   

70,360

     

107,340

   

Distributions to Shareholders:

 

Fund Shares

   

(18,554

)

   

(31,970

)

 

Institutional Shares

   

(32,933

)

   

(53,509

)

 

Class A

   

(185

)

   

(325

)

 

R6 Shares

   

(149

)

   

(221

)

 

Change in net assets resulting from distributions to shareholders

   

(51,821

)

   

(86,025

)

 

Change in net assets resulting from capital transactions

   

32,202

     

(194,932

)

 

Change in net assets

   

50,741

     

(173,617

)

 

Net Assets:

 

Beginning of period

   

2,837,790

     

3,011,407

   

End of period

 

$

2,888,531

   

$

2,837,790

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

77,601

   

$

196,309

   

Distributions reinvested

   

18,099

     

31,095

   

Cost of shares redeemed

   

(115,929

)

   

(362,515

)

 

Total Fund Shares

 

$

(20,229

)

 

$

(135,111

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

174,655

   

$

325,565

   

Distributions reinvested

   

32,708

     

52,823

   

Cost of shares redeemed

   

(154,295

)

   

(436,571

)

 

Total Institutional Shares

 

$

53,068

   

$

(58,183

)

 

Class A

 

Proceeds from shares issued

 

$

505

   

$

2,198

   

Distributions reinvested

   

86

     

166

   

Cost of shares redeemed

   

(1,373

)

   

(6,436

)

 

Total Class A

 

$

(782

)

 

$

(4,072

)

 

R6 Shares

 

Proceeds from shares issued

 

$

353

   

$

3,296

   

Distributions reinvested

   

54

     

71

   

Cost of shares redeemed

   

(262

)

   

(933

)

 

Total R6 Shares

 

$

145

   

$

2,434

   

Change in net assets resulting from capital transactions

 

$

32,202

   

$

(194,932

)

 

(continues on next page)

See notes to financial statements.


35



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Short-Term Bond Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

8,314

     

21,376

   

Reinvested

   

1,939

     

3,383

   

Redeemed

   

(12,420

)

   

(39,623

)

 

Total Fund Shares

   

(2,167

)

   

(14,864

)

 

Institutional Shares

 

Issued

   

18,717

     

35,367

   

Reinvested

   

3,505

     

5,752

   

Redeemed

   

(16,542

)

   

(47,767

)

 

Total Institutional Shares

   

5,680

     

(6,648

)

 

Class A

 

Issued

   

54

     

238

   

Reinvested

   

9

     

18

   

Redeemed

   

(147

)

   

(700

)

 

Total Class A

   

(84

)

   

(444

)

 

R6 Shares

 

Issued

   

38

     

357

   

Reinvested

   

6

     

8

   

Redeemed

   

(28

)

   

(102

)

 

Total R6 Shares

   

16

     

263

   

Change in Shares

   

3,445

     

(21,693

)

 

See notes to financial statements.


36



This page is intentionally left blank.


37



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Short-Term Bond Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

9.29

     

0.13

(d)

   

0.10

     

0.23

     

(0.13

)

   

(0.04

)

 
Year Ended
July 31, 2020
 

$

9.21

     

0.26

(d)

   

0.08

     

0.34

     

(0.26

)

   

(e)

 
Year Ended
July 31, 2019
 

$

9.06

     

0.24

     

0.15

     

0.39

     

(0.24

)

   

(e)

 
Year Ended
July 31, 2018
 

$

9.21

     

0.20

     

(0.15

)

   

0.05

     

(0.20

)

   

(e)

 
Year Ended
July 31, 2017
 

$

9.20

     

0.17

     

0.01

     

0.18

     

(0.17

)

   

   
Year Ended
July 31, 2016
 

$

9.15

     

0.16

     

0.05

     

0.21

     

(0.16

)

   

   

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

9.29

     

0.13

(d)

   

0.10

     

0.23

     

(0.13

)

   

(0.04

)

 
Year Ended
July 31, 2020
 

$

9.20

     

0.27

(d)

   

0.09

     

0.36

     

(0.27

)

   

(e)

 
Year Ended
July 31, 2019
 

$

9.06

     

0.25

     

0.14

     

0.39

     

(0.25

)

   

(e)

 
Year Ended
July 31, 2018
 

$

9.21

     

0.21

     

(0.15

)

   

0.06

     

(0.21

)

   

(e)

 
Year Ended
July 31, 2017
 

$

9.20

     

0.18

     

0.01

     

0.19

     

(0.18

)

   

   
Year Ended
July 31, 2016
 

$

9.15

     

0.17

     

0.05

     

0.22

     

(0.17

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Amount is less than $0.005 per share.

See notes to financial statements.


38



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charges)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Short-Term Bond Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.17

)

 

$

9.35

     

2.57

%

   

0.53

%

   

2.66

%

   

0.53

%

 

$

1,027,202

     

26

%

 
Year Ended
July 31, 2020
   

(0.26

)

 

$

9.29

     

3.79

%

   

0.52

%

   

2.82

%

   

0.52

%

 

$

1,040,688

     

66

%

 
Year Ended
July 31, 2019
   

(0.24

)

 

$

9.21

     

4.43

%

   

0.57

%

   

2.68

%

   

0.57

%

 

$

1,167,973

     

48

%

 
Year Ended
July 31, 2018
   

(0.20

)

 

$

9.06

     

0.54

%

   

0.59

%

   

2.18

%

   

0.59

%

 

$

1,188,259

     

39

%

 
Year Ended
July 31, 2017
   

(0.17

)

 

$

9.21

     

2.02

%

   

0.63

%

   

1.90

%

   

0.63

%

 

$

1,301,428

     

31

%

 
Year Ended
July 31, 2016
   

(0.16

)

 

$

9.20

     

2.34

%

   

0.61

%

   

1.76

%

   

0.61

%

 

$

1,400,054

     

22

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.17

)

 

$

9.35

     

2.50

%

   

0.44

%

   

2.75

%

   

0.44

%

 

$

1,842,653

     

26

%

 
Year Ended
July 31, 2020
   

(0.27

)

 

$

9.29

     

4.01

%

   

0.42

%

   

2.92

%

   

0.42

%

 

$

1,777,916

     

66

%

 
Year Ended
July 31, 2019
   

(0.25

)

 

$

9.20

     

4.42

%

   

0.47

%

   

2.78

%

   

0.47

%

 

$

1,822,756

     

48

%

 
Year Ended
July 31, 2018
   

(0.21

)

 

$

9.06

     

0.65

%

   

0.48

%

   

2.29

%

   

0.48

%

 

$

2,025,651

     

39

%

 
Year Ended
July 31, 2017
   

(0.18

)

 

$

9.21

     

2.13

%

   

0.53

%

   

2.00

%

   

0.53

%

 

$

1,954,307

     

31

%

 
Year Ended
July 31, 2016
   

(0.17

)

 

$

9.20

     

2.44

%

   

0.51

%

   

1.87

%

   

0.51

%

 

$

1,942,385

     

22

%

 

(continues on next page)

See notes to financial statements.


39



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Short-Term Bond Fund

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

9.29

     

0.12

(d)

   

0.10

     

0.22

     

(0.12

)

   

(0.04

)

 
Year Ended
July 31, 2020
 

$

9.21

     

0.24

(d)

   

0.08

     

0.32

     

(0.24

)

   

(e)

 
Year Ended
July 31, 2019
 

$

9.06

     

0.22

     

0.15

     

0.37

     

(0.22

)

   

(e)

 
Year Ended
July 31, 2018
 

$

9.21

     

0.18

     

(0.15

)

   

0.03

     

(0.18

)

   

(e)

 
Year Ended
July 31, 2017
 

$

9.20

     

0.16

     

0.01

     

0.17

     

(0.16

)

   

   
Year Ended
July 31, 2016
 

$

9.15

     

0.14

     

0.05

     

0.19

     

(0.14

)

   

   

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

9.30

     

0.13

(d)

   

0.10

     

0.23

     

(0.13

)

   

(0.04

)

 
Year Ended
July 31, 2020
 

$

9.21

     

0.27

(d)

   

0.09

     

0.36

     

(0.27

)

   

(e)

 
Year Ended
July 31, 2019
 

$

9.07

     

0.26

     

0.14

     

0.40

     

(0.26

)

   

(e)

 
Year Ended
July 31, 2018
 

$

9.21

     

0.22

     

(0.14

)

   

0.08

     

(0.22

)

   

(e)

 
December 1, 2016(f)
through
July 31, 2017
 

$

9.12

     

0.13

     

0.09

     

0.22

     

(0.13

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Amount is less than $0.005 per share.

(f)  Commencement of operations.

See notes to financial statements.


40



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charges)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Short-Term Bond Fund

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.16

)

 

$

9.35

     

2.48

%

   

0.71

%

   

2.48

%

   

0.92

%

 

$

10,527

     

26

%

 
Year Ended
July 31, 2020
   

(0.24

)

 

$

9.29

     

3.58

%

   

0.73

%

   

2.61

%

   

0.74

%

 

$

11,236

     

66

%

 
Year Ended
July 31, 2019
   

(0.22

)

 

$

9.21

     

4.17

%

   

0.82

%

   

2.43

%

   

0.82

%

 

$

15,222

     

48

%

 
Year Ended
July 31, 2018
   

(0.18

)

 

$

9.06

     

0.38

%

   

0.74

%

   

2.02

%

   

0.74

%

 

$

23,030

     

39

%

 
Year Ended
July 31, 2017
   

(0.16

)

 

$

9.21

     

1.82

%

   

0.82

%

   

1.70

%

   

0.82

%

 

$

21,532

     

31

%

 
Year Ended
July 31, 2016
   

(0.14

)

 

$

9.20

     

2.08

%

   

0.86

%

   

1.52

%

   

0.86

%

 

$

12,747

     

22

%

 

R6 Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.17

)

 

$

9.36

     

2.52

%

   

0.41

%

   

2.78

%

   

0.48

%

 

$

8,149

     

26

%

 
Year Ended
July 31, 2020
   

(0.27

)

 

$

9.30

     

4.04

%

   

0.39

%

   

2.96

%

   

0.45

%

 

$

7,950

     

66

%

 
Year Ended
July 31, 2019
   

(0.26

)

 

$

9.21

     

4.50

%

   

0.39

%

   

2.86

%

   

0.71

%

 

$

5,456

     

48

%

 
Year Ended
July 31, 2018
   

(0.22

)

 

$

9.07

     

0.85

%

   

0.39

%

   

2.38

%

   

0.67

%

 

$

5,142

     

39

%

 
December 1, 2016(f)
through
July 31, 2017
   

(0.13

)

 

$

9.21

     

2.43

%

   

0.39

%

   

2.14

%

   

1.02

%

 

$

5,129

     

31

%

 

See notes to financial statements.


41



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Short-Term Bond Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A and R6 Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


42



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Asset-Backed Securities

 

$

   

$

677,421

   

$

   

$

677,421

   
Collateralized Mortgage
Obligations
   

     

244,317

     

     

244,317

   

Preferred Stocks

   

5,614

     

     

5,175

     

10,789

   

Convertible Corporate Bond

   

     

16,753

     

     

16,753

   

Senior Secured Loans

   

     

18,290

     

     

18,290

   

Corporate Bonds

   

     

1,190,099

     

     

1,190,099

   

Yankee Dollars

   

     

350,822

     

     

350,822

   

Municipal Bonds

   

     

313,065

     

     

313,065

   
U.S. Government Agency
Mortgages
   

     

16,703

     

     

16,703

   

Commercial Paper

   

     

65,180

     

     

65,180

   

Collateral for Securities Loaned

   

28,523

     

     

     

28,523

   

Total

 

$

34,137

   

$

2,892,650

   

$

5,175

   

$

2,931,962

   

Other Financial Investments^:

 

Liabilities:

 

Futures Contracts

   

*

   

     

     

*

 

Total

 

$

*

 

$

   

$

   

$

*

 

^  Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.

*  Less than $1 thousand.


43



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.


44



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as LIBOR and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below Investment Grade Securities:

The Fund may invest in below investment grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with brokers for futures contracts.

During the period ended January 31, 2021, the Fund held futures contracts primarily for managing duration.


45



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of January 31, 2021 (amounts in thousands):

   

Liabilities

 
    Variation Margin
Payable on Open
Futures Contracts*
 

Interest Rate Risk Exposure

 

$

(a)

 

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

(a)  Less than $1 thousand.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended January 31, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized as
a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Interest Rate Risk Exposure

 

$

14

   

$

(220

)

 

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations.


46



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

27,732

   

$

   

$

28,523

   

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 12b-1 fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended January 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

   

$

10,000

   

$

   


47



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

776,580

   

$

668,860

   

$

   

$

23,743

   

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.2

   

USAA Target Retirement Income Fund

   

4.4

   

USAA Target Retirement 2030 Fund

   

2.1

   

USAA Target Retirement 2040 Fund

   

0.8

   

USAA Target Retirement 2050 Fund

   

0.1

   

USAA Target Retirement 2060 Fund

   

0.0

*

 

*  Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.20% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund, announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter, is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Short Investment Grade Debt Funds Index. The Lipper Short Investment Grade Debt Funds Index tracks the total return performance of each class within the Lipper Short Investment Grade Debt Funds category.


48



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 20 to 50

 

+/- 4

 

+/- 51 to 100

 

+/- 5

 

+/- 101 and greater

 

+/- 6

 

(a)  Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Short Investment Grade Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $74, $182, $(1) and $1 for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively, in thousands. Performance adjustments were 0.01%, 0.02%, (0.02)% and 0.02% for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, 0.15% and 0.05% of daily net assets for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses


49



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10%, 0.10% and 0.01% of average daily net assets of the Institutional Shares, Class A and R6 Shares, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended January 31, 2021, the Distributor did not receive any commissions on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 0.53%, 0.43%, 0.73% and 0.39% for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to


50



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2022
  Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

6

   

$

6

   

$

15

   

$

27

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.


51



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023 for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021 or June 30, 2023, depending on the currency


52



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
January 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

4,766

     

1

     

0.62

%

 

$

4,766

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.


53



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

8. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards, for federal income tax purposes.


54



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,025.70

   

$

1,022.53

   

$

2.71

   

$

2.70

     

0.53

%

 

Institutional Shares

   

1,000.00

     

1,025.00

     

1,022.99

     

2.25

     

2.24

     

0.44

%

 

Class A

   

1,000.00

     

1,024.80

     

1,021.63

     

3.62

     

3.62

     

0.71

%

 

R6 Shares

   

1,000.00

     

1,025.20

     

1,023.14

     

2.09

     

2.09

     

0.41

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


55



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

For the period August 1, 2020 to January 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 0.44%, and 0.41% for the Institutional Shares, and R6 Shares, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six months ended January 31, 2021.

  Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Institutional Shares

 

$

1,000.00

   

$

1,025.00

   

$

1,023.04

   

$

2.19

   

$

2.19

     

0.43

%

 

R6 Shares

   

1,000.00

     

1,025.20

     

1,023.24

     

1.99

     

1.99

     

0.39

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


56



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Short-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


57



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


58



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


59



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23426-0321



JANUARY 31, 2021

Semi Annual Report

USAA Small Cap Stock Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    17    

Statement of Operations

    18    

Statements of Changes in Net Assets

    19    

Financial Highlights

    20    

Notes to Financial Statements

   

22

   

Supplemental Information (Unaudited)

   

32

   

Proxy Voting and Portfolio Holdings Information

    32    

Expense Examples

    32    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    34    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with long-term growth of capital.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.7%)

 

Communication Services (2.1%):

 

Cargurus, Inc. (a)

   

67,276

   

$

1,968

   

Chicken Soup For The Soul Entertainment, Inc. (a)

   

51,203

     

1,192

   

EverQuote, Inc. Class A (a)

   

12,037

     

542

   

Gray Television, Inc. (a)

   

36,975

     

630

   

IAC/InterActiveCorp. (a)

   

2,450

     

514

   

Iridium Communications, Inc. (a)

   

38,763

     

1,910

   

Madison Square Garden Sports Corp. (a)

   

2,530

     

410

   

Meredith Corp.

   

39,865

     

874

   

Motorsport Games, Inc. Class A (a)

   

21,795

     

658

   

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

   

52,994

     

915

   

Sinclair Broadcast Group, Inc. Class A

   

59,329

     

1,869

   

TechTarget, Inc. (a)

   

57,700

     

4,311

   

TEGNA, Inc.

   

135,154

     

2,167

   

Vonage Holdings Corp. (a)

   

488,037

     

6,091

   

World Wrestling Entertainment, Inc. Class A

   

24,870

     

1,400

   

Yelp, Inc. (a)

   

60,456

     

1,971

   
     

27,422

   

Consumer Discretionary (11.0%):

 

Academy Sports & Outdoors, Inc. (a) (b)

   

103,199

     

2,219

   

Afya Ltd. Class A (a)

   

54,432

     

1,208

   

Asbury Automotive Group, Inc. (a)

   

21,168

     

3,019

   

Bright Horizons Family Solutions, Inc. (a)

   

6,905

     

1,049

   

Brinker International, Inc.

   

21,410

     

1,261

   

Burlington Stores, Inc. (a)

   

6,798

     

1,692

   

Carter's, Inc.

   

18,610

     

1,638

   

Cavco Industries, Inc. (a)

   

7,426

     

1,401

   

Chegg, Inc. (a)

   

42,615

     

4,061

   

Chewy, Inc. Class A (a)

   

10,712

     

1,091

   

Cooper Tire & Rubber Co.

   

107,930

     

3,966

   

Cracker Barrel Old Country Store, Inc.

   

24,292

     

3,287

   

Dana, Inc.

   

362,597

     

7,020

   

Etsy, Inc. (a)

   

27,331

     

5,441

   

Expedia Group, Inc.

   

1,650

     

205

   

Five Below, Inc. (a)

   

13,335

     

2,343

   

GAN Ltd. (a) (b)

   

31,440

     

742

   

Gentherm, Inc. (a)

   

46,640

     

2,857

   

Group 1 Automotive, Inc.

   

44,280

     

6,094

   

Helen of Troy Ltd. (a)

   

2,083

     

509

   

Hibbett Sports, Inc. (a)

   

71,328

     

4,026

   

KB Home

   

71,624

     

2,982

   

Kontoor Brands, Inc.

   

51,750

     

1,869

   

Laureate Education, Inc. Class A (a)

   

54,181

     

705

   

Legacy Housing Corp. (a)

   

62,180

     

881

   

Levi Strauss & Co. Class A

   

87,842

     

1,731

   

Liquidity Services, Inc. (a)

   

909

     

18

   

Lithia Motors, Inc. Class A

   

12,969

     

4,133

   

Magnite, Inc. (a)

   

405,704

     

14,053

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Marine Products Corp.

   

45,774

   

$

745

   

Meritage Homes Corp. (a)

   

22,220

     

1,783

   

Monro, Inc.

   

22,180

     

1,297

   

Murphy USA, Inc.

   

19,202

     

2,392

   

Nautilus, Inc. (a) (b)

   

213,622

     

5,236

   

Nordstrom, Inc.

   

67,689

     

2,400

   

OneSpaWorld Holdings Ltd. (a)

   

54,311

     

515

   

Papa John's International, Inc.

   

36,959

     

3,780

   

Penske Automotive Group, Inc.

   

18,730

     

1,121

   

Polaris, Inc.

   

17,974

     

2,097

   

Porch Group, Inc. (a) (b)

   

201,787

     

2,990

   

Purple Innovation, Inc. (a)

   

106,466

     

3,624

   

Rent-A-Center, Inc.

   

71,903

     

3,113

   

Ruth's Hospitality Group, Inc.

   

31,403

     

571

   

Shutterstock, Inc.

   

25,061

     

1,629

   

Skyline Champion Corp. (a)

   

61,627

     

2,073

   

Sleep Number Corp. (a)

   

21,792

     

2,348

   

Stamps.com, Inc. (a)

   

26,030

     

5,943

   

Steven Madden Ltd.

   

125,950

     

4,233

   

Strategic Education, Inc.

   

5,051

     

446

   

Taylor Morrison Home Corp. (a)

   

48,500

     

1,260

   

Texas Roadhouse, Inc.

   

40,185

     

3,062

   

The Aaron's Co., Inc. (a)

   

44,736

     

758

   

The Children's Place, Inc. (a) (b)

   

41,897

     

3,078

   

The ODP Corp. (a)

   

19,745

     

843

   

TopBuild Corp. (a)

   

14,545

     

2,908

   

Tri Pointe Homes, Inc. (a)

   

320,345

     

6,472

   

Tupperware Brands Corp. (a)

   

54,818

     

1,649

   

Wolverine World Wide, Inc.

   

27,310

     

782

   

WW International, Inc. (a)

   

25,580

     

679

   

Wyndham Hotels & Resorts, Inc.

   

14,540

     

846

   

YETI Holdings, Inc. (a)

   

46,463

     

3,058

   
     

155,232

   

Consumer Staples (2.4%):

 

Albertsons Cos., Inc. Class A (b)

   

58,028

     

1,008

   

B&G Foods, Inc. (b)

   

90,897

     

3,461

   

C&C Group PLC (a)

   

353,224

     

1,114

   

Cranswick PLC

   

35,775

     

1,668

   

Edgewell Personal Care Co.

   

44,930

     

1,501

   

Hostess Brands, Inc. (a)

   

330,432

     

5,072

   

J & J Snack Foods Corp.

   

12,939

     

1,975

   

Medifast, Inc.

   

16,451

     

3,860

   

Performance Food Group Co. (a)

   

56,794

     

2,662

   

Spectrum Brands Holdings, Inc.

   

43,780

     

3,308

   

TreeHouse Foods, Inc. (a)

   

17,630

     

745

   

Universal Corp.

   

53,640

     

2,460

   

WD-40 Co. (b)

   

14,527

     

4,423

   
     

33,257

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Energy (2.6%):

 

Arch Resources, Inc. (a)

   

74,549

   

$

3,572

   

Bristow Group, Inc. (a)

   

23,290

     

564

   

Cactus, Inc. Class A

   

93,898

     

2,460

   

Cimarex Energy Co.

   

24,140

     

1,018

   

CNX Resources Corp. (a)

   

108,191

     

1,371

   

CVR Energy, Inc.

   

156,277

     

2,672

   

Dorian LPG Ltd. (a)

   

121,985

     

1,414

   

Kosmos Energy Ltd.

   

430,700

     

956

   

Magnolia Oil & Gas Corp. Class A (a) (b)

   

469,519

     

3,977

   

Ovintiv, Inc.

   

121,732

     

1,918

   

PDC Energy, Inc. (a)

   

50,280

     

1,092

   

Peabody Energy Corp. (a)

   

211,377

     

810

   

Pioneer Natural Resources Co.

   

10,096

     

1,221

   

Renewable Energy Group, Inc. (a)

   

40,255

     

3,607

   

REX American Resources Corp. (a)

   

17,559

     

1,343

   

Scorpio Tankers, Inc. (b)

   

282,157

     

3,510

   

SEACOR Holdings, Inc. (a)

   

59,299

     

2,475

   

Southwestern Energy Co. (a)

   

375,089

     

1,414

   

Talos Energy, Inc. (a)

   

44,905

     

380

   

World Fuel Services Corp.

   

55,811

     

1,707

   
     

37,481

   

Financials (16.0%):

 

1st Source Corp.

   

118,828

     

4,676

   

Alleghany Corp.

   

2,450

     

1,389

   

Amerant Bancorp, Inc. (a)

   

40,622

     

579

   

American Business Bank (a)

   

20,990

     

704

   

American Equity Investment Life Holding Co.

   

65,982

     

1,926

   

Ameris Bancorp

   

72,380

     

2,831

   

AMERISAFE, Inc.

   

23,663

     

1,313

   

Apollo Commercial Real Estate Finance, Inc.

   

147,712

     

1,651

   

Argo Group International Holdings Ltd.

   

10,500

     

424

   

Associated Bancorp

   

63,920

     

1,147

   

Assured Guaranty Ltd.

   

34,610

     

1,237

   

Atlantic Union Bankshares Corp.

   

58,790

     

1,931

   

Axis Capital Holdings Ltd.

   

20,940

     

961

   

Banc of California, Inc.

   

127,174

     

2,143

   

Banco Latinoamericano Comercio Exterior SA Class E

   

31,517

     

480

   

Banner Corp.

   

35,510

     

1,571

   

BGC Partners, Inc. Class A

   

175,117

     

622

   

Blackstone Mortgage Trust, Inc. Class A

   

101,764

     

2,713

   

Brightsphere Investment Group, Inc.

   

111,946

     

2,052

   

Cathay General Bancorp

   

172,267

     

5,826

   

Central Pacific Financial Corp.

   

77,910

     

1,549

   

CF Finance Acquisition Corp. II Class A (a)

   

36,419

     

395

   

Chimera Investment Corp.

   

276,537

     

2,793

   

CNO Financial Group, Inc.

   

146,710

     

3,112

   

Colony Bankcorp, Inc.

   

31,225

     

432

   

Columbia Banking System, Inc.

   

36,710

     

1,414

   

Community Bank System, Inc.

   

46,720

     

3,030

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

ConnectOne Bancorp, Inc.

   

41,442

   

$

881

   

Customers Bancorp, Inc. Class A

   

52,463

     

1,166

   

dMY Technology Group, Inc. II Class A (a) (b)

   

45,081

     

935

   

Eastern Bankshares, Inc. (a)

   

148,240

     

2,363

   

Encore Capital Group, Inc. (a)

   

59,822

     

1,777

   

Enova International, Inc. (a)

   

87,670

     

1,981

   

Essent Group Ltd.

   

150,880

     

6,312

   

Federated Hermes, Inc.

   

33,680

     

909

   

First Bancorp, Inc.

   

290,421

     

2,643

   

First Busey Corp.

   

173,581

     

3,587

   

First Financial Corp. Class A

   

22,984

     

882

   

First Midwest Bancorp, Inc.

   

120,544

     

1,993

   

Flushing Financial Corp.

   

258,566

     

4,727

   

Fulton Financial Corp.

   

193,295

     

2,590

   

Globe Life, Inc.

   

13,380

     

1,209

   

Great Western Bancorp, Inc.

   

112,061

     

2,690

   

Hancock Whitney Corp.

   

167,600

     

5,722

   

Hanmi Financial Corp.

   

67,519

     

933

   

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

   

66,024

     

3,906

   

Hope Bancorp, Inc.

   

324,954

     

3,633

   

Independent Bank Corp.

   

12,970

     

974

   

International Bancshares Corp.

   

200,074

     

7,565

   

Investors Bancorp, Inc.

   

130,730

     

1,505

   

James River Group Holdings Ltd.

   

142,020

     

6,318

   

Kemper Corp.

   

35,112

     

2,470

   

Kinsale Capital Group, Inc.

   

17,266

     

3,239

   

Lakeland Financial Corp.

   

54,010

     

3,170

   

Meridian Bancorp, Inc.

   

77,370

     

1,172

   

Morningstar, Inc.

   

8,720

     

2,005

   

Mr. Cooper Group, Inc. (a)

   

139,619

     

3,802

   

NBT Bancorp, Inc.

   

74,426

     

2,457

   

Northwest Bancshares, Inc.

   

255,549

     

3,258

   

OFG Bancorp

   

109,912

     

1,888

   

Pacific Premier Bancorp, Inc.

   

26,180

     

870

   

Park National Corp.

   

32,180

     

3,476

   

PCSB Financial Corp.

   

32,310

     

476

   

Pennymac Mortgage Investment Trust

   

123,969

     

2,138

   

Pinnacle Financial Partners, Inc.

   

25,910

     

1,776

   

Piper Sandler Cos.

   

32,571

     

2,975

   

Preferred Bank

   

57,114

     

2,758

   

Primerica, Inc.

   

9,510

     

1,325

   

ProAssurance Corp.

   

51,906

     

951

   

PROG Holdings, Inc.

   

78,354

     

3,697

   

Provident Financial Services, Inc.

   

132,123

     

2,447

   

Radian Group, Inc.

   

392,087

     

7,528

   

S&T Bancorp, Inc.

   

61,483

     

1,562

   

ServisFirst Bancshares, Inc.

   

93,200

     

3,829

   

Silvercrest Asset Management Group, Inc. Class A

   

58,392

     

894

   

SLM Corp.

   

72,995

     

1,013

   

Solar Capital Ltd.

   

174,316

     

3,025

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

South State Corp.

   

22,834

   

$

1,592

   

Southside Bancshares, Inc.

   

45,942

     

1,441

   

Stewart Information Services Corp.

   

17,430

     

808

   

Stifel Financial Corp.

   

113,767

     

5,894

   

Stock Yards Bancorp, Inc.

   

8,718

     

394

   

Synovus Financial Corp.

   

136,845

     

5,090

   

Texas Capital Bancshares, Inc. (a)

   

94,517

     

5,692

   

TFS Financial Corp.

   

63,360

     

1,120

   

The Bank of NT Butterfield & Son Ltd.

   

143,112

     

4,352

   

Tompkins Financial Corp.

   

27,036

     

1,808

   

Tradeweb Markets, Inc. Class A

   

34,162

     

2,077

   

TrustCo Bank Corp.

   

184,318

     

1,146

   

Trustmark Corp.

   

94,850

     

2,606

   

Two Harbors Investment Corp.

   

154,010

     

935

   

UMB Financial Corp.

   

49,862

     

3,538

   

Umpqua Holdings Corp.

   

15,670

     

227

   

Universal Insurance Holdings, Inc.

   

77,298

     

1,035

   

Walker & Dunlop, Inc.

   

35,793

     

2,946

   

Washington Federal, Inc.

   

143,223

     

3,750

   

White Mountains Insurance Group Ltd.

   

1,690

     

1,724

   
     

228,478

   

Health Care (18.5%):

 

1Life Healthcare, Inc. (a) (b)

   

7,270

     

368

   

4D Molecular Therapeutics, Inc. (a)

   

8,848

     

375

   

ABIOMED, Inc. (a)

   

820

     

286

   

Acceleron Pharma, Inc. (a)

   

8,865

     

1,024

   

Adaptive Biotechnologies Corp. (a)

   

13,983

     

776

   

ADC Therapeutics SA (a)

   

9,938

     

284

   

Aerie Pharmaceuticals, Inc. (a) (b)

   

263,300

     

4,526

   

Affimed NV (a)

   

230,142

     

1,318

   

Akero Therapeutics, Inc. (a)

   

18,590

     

547

   

Akouos, Inc. (a)

   

8,913

     

142

   

Allscripts Healthcare Solutions, Inc. (a)

   

144,905

     

2,391

   

Amedisys, Inc. (a)

   

12,936

     

3,717

   

AMN Healthcare Services, Inc. (a)

   

8,833

     

637

   

Annexon, Inc. (a)

   

7,994

     

176

   

Arena Pharmaceuticals, Inc. (a)

   

54,206

     

4,024

   

Arrowhead Pharmaceuticals, Inc. (a)

   

25,400

     

1,960

   

Athenex, Inc. (a)

   

24,528

     

321

   

Atreca, Inc. Class A (a)

   

21,251

     

276

   

AtriCure, Inc. (a)

   

23,400

     

1,363

   

Aurinia Pharmaceuticals, Inc. (a) (b)

   

112,766

     

1,884

   

Autolus Therapeutics PLC, ADR (a) (b)

   

41,400

     

304

   

Avidity Biosciences, Inc. (a)

   

16,540

     

378

   

Beam Therapeutics, Inc. (a) (b)

   

32,612

     

3,145

   

Berkeley Lights, Inc. (a)

   

7,941

     

572

   

Bicycle Therapeutics PLC, ADR (a)

   

67,987

     

1,823

   

BioAtla, Inc. (a)

   

8,845

     

389

   

BioCryst Pharmaceuticals, Inc. (a) (b)

   

239,119

     

2,038

   

BioMarin Pharmaceutical, Inc. (a)

   

3,719

     

308

   

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Biomerica, Inc. (a) (b)

   

188,356

   

$

1,281

   

Black Diamond Therapeutics, Inc. (a)

   

5,848

     

145

   

Blueprint Medicines Corp. (a)

   

11,350

     

1,098

   

C4 Therapeutics, Inc. (a)

   

3,302

     

119

   

Cabaletta Bio, Inc. (a)

   

45,978

     

599

   

Cara Therapeutics, Inc. (a)

   

28,882

     

540

   

Cardiovascular Systems, Inc. (a)

   

43,331

     

1,949

   

Castle Biosciences, Inc. (a)

   

86,671

     

5,793

   

Centogene NV (a)

   

82,630

     

873

   

Cerus Corp. (a)

   

92,500

     

610

   

Codiak Biosciences, Inc. (a) (b)

   

82,484

     

1,970

   

Collegium Pharmaceutical, Inc. (a)

   

21,550

     

520

   

CONMED Corp.

   

22,898

     

2,562

   

Cortexyme, Inc. (a) (b)

   

5,633

     

221

   

Covetrus, Inc. (a)

   

69,455

     

2,366

   

CRISPR Therapeutics AG (a)

   

11,444

     

1,896

   

CryoPort, Inc. (a) (b)

   

40,250

     

2,745

   

Cymabay Therapeutics, Inc. (a)

   

43,379

     

232

   

CytomX Therapeutics, Inc. (a)

   

28,023

     

194

   

CytoSorbents Corp. (a)

   

230,760

     

2,421

   

Deciphera Pharmaceuticals, Inc. (a)

   

9,169

     

405

   

Dicerna Pharmaceuticals, Inc. (a)

   

76,839

     

1,727

   

Dynavax Technologies Corp. (a) (b)

   

84,584

     

534

   

Editas Medicine, Inc. (a) (b)

   

15,300

     

939

   

Enanta Pharmaceuticals, Inc. (a)

   

16,946

     

814

   

Endo International PLC (a)

   

304,725

     

2,218

   

Epizyme, Inc. (a)

   

124,900

     

1,368

   

Esperion Therapeutics, Inc. (a) (b)

   

53,401

     

1,682

   

Evolent Health, Inc. Class A (a)

   

368,102

     

6,284

   

Fennec Pharmaceuticals, Inc. (a)

   

69,098

     

498

   

Flexion Therapeutics, Inc. (a) (b)

   

139,808

     

1,701

   

Fulgent Genetics, Inc. (a) (b)

   

28,425

     

3,141

   

Fusion Pharmaceuticals, Inc. (a)

   

57,317

     

648

   

Gamida Cell Ltd. (a)

   

113,154

     

913

   

Generation Bio Co. (a)

   

15,661

     

412

   

Genetron Holdings Ltd., ADR (a)

   

72,553

     

1,672

   

GenMark Diagnostics, Inc. (a)

   

152,400

     

2,105

   

Guardant Health, Inc. (a)

   

13,544

     

2,106

   

Halozyme Therapeutics, Inc. (a)

   

75,250

     

3,581

   

Health Catalyst, Inc. (a)

   

71,500

     

3,552

   

HealthEquity, Inc. (a)

   

42,011

     

3,510

   

Horizon Therapeutics PLC (a)

   

13,047

     

946

   

IGM Biosciences, Inc. (a) (b)

   

10,635

     

1,014

   

Inari Medical, Inc. (a)

   

581

     

55

   

Insmed, Inc. (a)

   

88,976

     

3,345

   

Insulet Corp. (a)

   

7,045

     

1,882

   

Intellia Therapeutics, Inc. (a)

   

43,412

     

2,718

   

Intersect ENT, Inc. (a)

   

38,000

     

854

   

Iovance Biotherapeutics, Inc. (a)

   

33,011

     

1,447

   

Jounce Therapeutics, Inc. (a)

   

42,712

     

483

   

See notes to financial statements.


8



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Karyopharm Therapeutics, Inc. (a)

   

100,300

   

$

1,528

   

Lantheus Holdings, Inc. (a)

   

128,780

     

2,095

   

Ligand Pharmaceuticals, Inc. (a) (b)

   

28,987

     

5,373

   

LivaNova PLC (a)

   

40,719

     

2,561

   

MacroGenics, Inc. (a)

   

29,468

     

602

   

Maravai LifeSciences Holdings, Inc. Class A (a)

   

83,968

     

2,925

   

MEDNAX, Inc. (a)

   

83,004

     

2,264

   

Medpace Holdings, Inc. (a)

   

27,388

     

3,637

   

Merit Medical Systems, Inc. (a)

   

19,737

     

1,069

   

NanoString Technologies, Inc. (a)

   

57,579

     

4,032

   

Natera, Inc. (a)

   

31,569

     

3,367

   

Natus Medical, Inc. (a)

   

31,535

     

769

   

Neogen Corp. (a)

   

31,146

     

2,519

   

NeoGenomics, Inc. (a)

   

55,688

     

2,953

   

Neurocrine Biosciences, Inc. (a)

   

4,440

     

487

   

Neuronetics, Inc. (a)

   

20,644

     

364

   

Novavax, Inc. (a)

   

22,915

     

5,063

   

Nupathe, Inc. (a) (c) (d) (f)

   

133,709

     

   

Nurix Therapeutics, Inc. (a) (b)

   

7,994

     

291

   

NuVasive, Inc. (a)

   

50,604

     

2,719

   

Omnicell, Inc. (a)

   

16,566

     

1,951

   

Orchard Therapeutics PLC, ADR (a)

   

74,297

     

427

   

Organogenesis Holdings, Inc. (a)

   

489,680

     

5,122

   

Orthopediatrics Corp. (a)

   

75,813

     

3,501

   

Outset Medical, Inc. (a)

   

2,398

     

124

   

Owens & Minor, Inc.

   

80,186

     

2,332

   

Oyster Point Pharma, Inc. (a)

   

5,504

     

103

   

Pacira BioSciences, Inc. (a)

   

70,626

     

4,666

   

Passage Bio, Inc. (a)

   

17,218

     

321

   

Phreesia, Inc. (a)

   

5,936

     

388

   

PMV Pharmaceuticals, Inc. (a)

   

3,712

     

127

   

PolyPid Ltd. (a)

   

109,870

     

1,032

   

Pulmonx Corp. (a)

   

25,173

     

1,428

   

Quanterix Corp. (a)

   

94,224

     

6,100

   

Quidel Corp. (a)

   

23,463

     

5,888

   

RadNet, Inc. (a)

   

43,509

     

779

   

Reata Pharmaceuticals, Inc. Class A (a)

   

9,669

     

1,002

   

Repligen Corp. (a)

   

15,096

     

3,019

   

Sangamo Therapeutics, Inc. (a)

   

26,600

     

363

   

Schrodinger, Inc. (a)

   

2,901

     

262

   

Seer, Inc. (a)

   

28,800

     

1,797

   

Seres Therapeutics, Inc. (a)

   

47,925

     

1,138

   

SI-BONE, Inc. (a)

   

136,030

     

3,983

   

Silk Road Medical, Inc. (a)

   

88,223

     

4,811

   

STAAR Surgical Co. (a)

   

25,942

     

2,661

   

Stoke Therapeutics, Inc. (a)

   

19,973

     

1,220

   

Sutro Biopharma, Inc. (a)

   

32,686

     

724

   

Syneos Health, Inc. (a)

   

51,955

     

3,863

   

TCR2 Therapeutics, Inc. (a)

   

89,353

     

2,299

   

Tenet Healthcare Corp. (a)

   

90,447

     

4,274

   

See notes to financial statements.


9



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

TG Therapeutics, Inc. (a)

   

31,234

   

$

1,508

   

The Ensign Group, Inc.

   

5,720

     

448

   

Tivity Health, Inc. (a)

   

70,710

     

1,595

   

Turning Point Therapeutics, Inc. (a)

   

10,545

     

1,323

   

Vaxcyte, Inc. (a) (b)

   

1,739

     

43

   

Veracyte, Inc. (a)

   

162,255

     

9,200

   

Vericel Corp. (a)

   

221,598

     

9,144

   

Viking Therapeutics, Inc. (a) (b)

   

81,322

     

594

   

Xencor, Inc. (a)

   

35,937

     

1,644

   

Xenon Pharmaceuticals, Inc. (a) (b)

   

79,519

     

1,141

   

Zai Lab Ltd., ADR (a)

   

15,072

     

2,413

   
     

255,416

   

Industrials (16.8%):

 

ACCO Brands Corp.

   

492,776

     

3,986

   

Albany International Corp.

   

15,549

     

1,081

   

Altra Industrial Motion Corp.

   

15,670

     

806

   

Ameresco, Inc. Class A (a)

   

7,400

     

415

   

American Woodmark Corp. (a)

   

29,550

     

2,556

   

Apogee Enterprises, Inc.

   

74,373

     

2,611

   

ArcBest Corp.

   

17,240

     

799

   

ASGN, Inc. (a)

   

73,970

     

6,133

   

Atkore International Group, Inc. (a)

   

154,229

     

6,842

   

Atlas Air Worldwide Holdings, Inc. (a)

   

50,517

     

2,619

   

Axon Enterprise, Inc. (a)

   

40,474

     

6,644

   

Ballard Power Systems, Inc. (a)

   

29,500

     

1,008

   

Beacon Roofing Supply, Inc. (a)

   

81,019

     

3,222

   

Brady Corp. Class A

   

40,479

     

1,858

   

Brightview Holdings, Inc. (a)

   

90,004

     

1,276

   

Builders FirstSource, Inc. (a)

   

61,836

     

2,366

   

BWX Technologies, Inc.

   

13,971

     

753

   

CAI International, Inc.

   

15,773

     

512

   

Casella Waste Systems, Inc. (a)

   

105,252

     

6,026

   

CBIZ, Inc. (a)

   

64,144

     

1,662

   

Chart Industries, Inc. (a)

   

107,277

     

12,884

   

Cimpress PLC (a)

   

16,895

     

1,544

   

Columbus McKinnon Corp.

   

95,801

     

4,137

   

Comfort Systems USA, Inc.

   

37,838

     

2,097

   

Construction Partners, Inc. Class A (a)

   

24,780

     

704

   

Crane Co.

   

8,780

     

664

   

Deluxe Corp.

   

83,570

     

2,832

   

Douglas Dynamics, Inc.

   

47,851

     

1,952

   

Echo Global Logistics, Inc. (a)

   

34,500

     

908

   

EMCOR Group, Inc.

   

62,673

     

5,534

   

Enphase Energy, Inc. (a)

   

69,268

     

12,631

   

EnPro Industries, Inc.

   

24,101

     

1,740

   

Eos Energy Enterprises, Inc. (a) (b)

   

42,400

     

948

   

ESCO Technologies, Inc.

   

11,078

     

1,053

   

Evoqua Water Technologies Corp. (a)

   

19,370

     

528

   

Finning International, Inc.

   

46,780

     

977

   

Forrester Research, Inc. (a)

   

91,777

     

3,640

   

See notes to financial statements.


10



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Forward Air Corp.

   

32,507

   

$

2,330

   

Franklin Electric Co., Inc.

   

29,357

     

2,038

   

GATX Corp.

   

18,528

     

1,719

   

GMS, Inc. (a)

   

146,458

     

4,246

   

GrafTech International Ltd.

   

112,490

     

1,091

   

H&E Equipment Services, Inc.

   

19,500

     

536

   

Herman Miller, Inc.

   

62,481

     

2,140

   

Hexcel Corp.

   

30,640

     

1,338

   

Hillenbrand, Inc.

   

66,378

     

2,728

   

Hudson Technologies, Inc. (a)

   

261,009

     

358

   

Huron Consulting Group, Inc. (a)

   

44,513

     

2,357

   

Hydrofarm Holdings Group, Inc. (a)

   

13,283

     

1,003

   

ICF International, Inc.

   

23,079

     

1,780

   

Insperity, Inc.

   

16,438

     

1,290

   

Kaman Corp.

   

21,793

     

1,097

   

Kelly Services, Inc. Class A

   

94,966

     

1,854

   

Kornit Digital Ltd. (a)

   

144,221

     

13,071

   

Kratos Defense & Security Solutions, Inc. (a)

   

86,578

     

2,298

   

Luxfer Holdings PLC

   

291,696

     

4,805

   

Marten Transport Ltd.

   

56,903

     

902

   

Masonite International Corp. (a)

   

20,997

     

2,089

   

MasTec, Inc. (a)

   

91,590

     

7,067

   

Matthews International Corp. Class A

   

62,216

     

1,899

   

McGrath RentCorp

   

22,869

     

1,596

   

Meritor, Inc. (a)

   

164,775

     

4,253

   

Mistras Group, Inc. (a)

   

111,630

     

771

   

Mueller Industries, Inc.

   

115,356

     

3,940

   

MYR Group, Inc. (a)

   

10,390

     

578

   

Owens Corning, Inc.

   

21,778

     

1,690

   

Parsons Corp. (a)

   

30,544

     

1,089

   

PGT Innovations, Inc. (a)

   

71,699

     

1,485

   

Plug Power, Inc. (a)

   

38,550

     

2,435

   

Primoris Services Corp.

   

190,495

     

5,544

   

Proto Labs, Inc. (a)

   

11,690

     

2,476

   

RBC Bearings, Inc. (a)

   

10,771

     

1,802

   

Rexnord Corp.

   

20,936

     

793

   

Rush Enterprises, Inc. Class A

   

105,792

     

4,442

   

Ryder System, Inc.

   

8,920

     

558

   

SkyWest, Inc.

   

7,550

     

294

   

SP Plus Corp. (a)

   

54,437

     

1,579

   

Tetra Tech, Inc.

   

16,650

     

2,024

   

TFI International, Inc.

   

15,720

     

1,044

   

The AZEK Co., Inc. (a)

   

34,833

     

1,389

   

The Greenbrier Cos., Inc.

   

34,045

     

1,232

   

The Timken Co.

   

7,250

     

549

   

Thermon Group Holdings, Inc. (a)

   

95,510

     

1,393

   

Titan Machinery, Inc. (a)

   

63,578

     

1,354

   

TriMas Corp. (a)

   

99,810

     

3,159

   

Triton International Ltd.

   

32,832

     

1,521

   

TrueBlue, Inc. (a)

   

122,749

     

2,282

   

See notes to financial statements.


11



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Tyman PLC (a)

   

672,578

   

$

3,186

   

UniFirst Corp.

   

5,150

     

1,096

   

Valmont Industries, Inc.

   

9,453

     

1,824

   

Vicor Corp. (a)

   

17,739

     

1,535

   

VSE Corp.

   

10,615

     

367

   

Wabash National Corp.

   

94,078

     

1,501

   

WESCO International, Inc. (a)

   

44,596

     

3,395

   

WillScot Mobile Mini Holdings Corp. (a)

   

268,923

     

6,376

   
     

238,536

   

Information Technology (19.2%):

 

2U, Inc. (a) (b)

   

19,145

     

783

   

908 Devices, Inc. (a)

   

39,912

     

2,199

   

Airgain, Inc. (a) (b)

   

182,215

     

4,158

   

Akoustis Technologies, Inc. (a) (b)

   

189,200

     

2,853

   

Alteryx, Inc. Class A (a)

   

5,768

     

727

   

Amkor Technology, Inc.

   

178,250

     

2,766

   

AXT, Inc. (a)

   

181,500

     

1,875

   

Badger Meter, Inc.

   

19,554

     

1,793

   

Belden, Inc.

   

118,769

     

5,610

   

Benchmark Electronics, Inc.

   

77,334

     

1,959

   

Blackline, Inc. (a)

   

13,563

     

1,758

   

BM Technologies, Inc. (a)

   

8,521

     

123

   

Brooks Automation, Inc.

   

122,856

     

9,308

   

C3.ai, Inc. Class A (a) (b)

   

4,427

     

618

   

Cambium Networks Corp. (a)

   

45,480

     

1,671

   

Canadian Solar, Inc. (a) (b)

   

74,500

     

4,080

   

CEVA, Inc. (a)

   

45,600

     

2,681

   

Ciena Corp. (a)

   

98,400

     

5,254

   

Cloudera, Inc. (a)

   

813,786

     

12,428

   

Cloudflare, Inc. Class A (a)

   

19,443

     

1,491

   

Coherent, Inc. (a)

   

11,980

     

2,406

   

Cornerstone OnDemand, Inc. (a)

   

6,600

     

270

   

Coupa Software, Inc. (a)

   

1,237

     

383

   

CSG Systems International, Inc.

   

61,587

     

2,654

   

CTS Corp.

   

158,817

     

4,844

   

CyberArk Software Ltd. (a)

   

12,400

     

1,987

   

Datto Holding Corp. (a)

   

21,358

     

510

   

Digital Turbine, Inc. (a)

   

291,373

     

16,671

   

Domo, Inc. Class B (a)

   

6,500

     

412

   

Dropbox, Inc. Class A (a)

   

22,638

     

512

   

Ebix, Inc. (b)

   

41,566

     

2,164

   

Elastic NV (a)

   

18,504

     

2,812

   

Endava PLC, ADR (a)

   

19,416

     

1,535

   

EPAM Systems, Inc. (a)

   

4,130

     

1,422

   

Euronet Worldwide, Inc. (a)

   

64,790

     

8,097

   

ExlService Holdings, Inc. (a)

   

11,700

     

897

   

Flex Ltd. (a)

   

35,400

     

624

   

Globant SA (a)

   

13,042

     

2,504

   

InterDigital, Inc.

   

46,843

     

3,008

   

J2 Global, Inc. (a)

   

27,095

     

2,781

   

See notes to financial statements.


12



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

KBR, Inc.

   

144,216

   

$

4,189

   

Kulicke & Soffa Industries, Inc.

   

285,858

     

10,197

   

Limelight Networks, Inc. (a)

   

813,366

     

3,705

   

LivePerson, Inc. (a)

   

39,646

     

2,512

   

Lumentum Holdings, Inc. (a)

   

12,666

     

1,188

   

Marvell Technology Group Ltd.

   

15,223

     

783

   

Monolithic Power Systems, Inc.

   

5,420

     

1,926

   

Napco Security Technologies, Inc. (a)

   

92,749

     

2,404

   

NCR Corp. (a)

   

76,690

     

2,558

   

NeoPhotonics Corp. (a)

   

231,392

     

2,578

   

NetScout Systems, Inc. (a)

   

102,418

     

2,994

   

New Relic, Inc. (a)

   

32,176

     

2,419

   

Nutanix, Inc. Class A (a)

   

195,029

     

5,953

   

ON Semiconductor Corp. (a)

   

71,147

     

2,454

   

OneSpan, Inc. (a)

   

86,244

     

2,011

   

Onto Innovation, Inc. (a)

   

73,512

     

3,973

   

OSI Systems, Inc. (a)

   

28,878

     

2,600

   

PagerDuty, Inc. (a)

   

51,143

     

2,492

   

Paycom Software, Inc. (a)

   

4,101

     

1,557

   

Perficient, Inc. (a)

   

58,150

     

3,176

   

Ping Identity Holding Corp. (a)

   

46,079

     

1,378

   

Power Integrations, Inc.

   

28,298

     

2,279

   

Powerfleet, Inc. (a)

   

132,712

     

942

   

Progress Software Corp.

   

10,589

     

425

   

Proofpoint, Inc. (a)

   

13,250

     

1,710

   

PROS Holdings, Inc. (a)

   

80,800

     

3,405

   

PTC, Inc. (a)

   

21,000

     

2,791

   

Pure Storage, Inc. Class A (a)

   

140,747

     

3,256

   

QAD, Inc. Class A

   

23,183

     

1,502

   

Qualys, Inc. (a)

   

39,921

     

5,528

   

Radware Ltd. (a)

   

86,300

     

2,447

   

Rambus, Inc. (a)

   

39,134

     

743

   

Rapid7, Inc. (a)

   

44,700

     

3,881

   

Rogers Corp. (a)

   

3,420

     

534

   

Sanmina Corp. (a)

   

104,122

     

3,238

   

Sapiens International Corp. NV

   

49,768

     

1,626

   

Semtech Corp. (a)

   

54,477

     

3,866

   

SharpSpring, Inc. (a) (b)

   

98,106

     

1,917

   

ShotSpotter, Inc. (a)

   

9,980

     

459

   

Silicon Laboratories, Inc. (a)

   

15,050

     

1,974

   

SiTime Corp. (a)

   

5,915

     

722

   

Smartsheet, Inc. Class A (a)

   

39,243

     

2,737

   

Sprout Social, Inc. Class A (a)

   

23,921

     

1,579

   

SPS Commerce, Inc. (a)

   

13,089

     

1,294

   

Sykes Enterprises, Inc. (a)

   

51,670

     

1,994

   

Synaptics, Inc. (a)

   

22,252

     

2,208

   

Talend SA, ADR (a)

   

37,170

     

1,626

   

Telos Corp. (a)

   

21,282

     

751

   

Teradyne, Inc.

   

15,910

     

1,805

   

The Hackett Group, Inc.

   

45,621

     

621

   

See notes to financial statements.


13



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

TransAct Technologies, Inc. (a)

   

16,435

   

$

152

   

Varonis Systems, Inc. (a)

   

10,383

     

1,835

   

Verint Systems, Inc. (a)

   

48,480

     

3,579

   

Vishay Intertechnology, Inc.

   

217,581

     

4,690

   

Western Digital Corp.

   

48,800

     

2,754

   

Wix.com Ltd. (a)

   

600

     

148

   

WNS Holdings Ltd., ADR (a)

   

98,074

     

6,589

   

Workiva, Inc. (a)

   

21,060

     

2,053

   

Yext, Inc. (a)

   

63,989

     

1,079

   

Zix Corp. (a)

   

383,692

     

3,127

   

Zscaler, Inc. (a)

   

13,050

     

2,606

   
     

270,147

   

Materials (3.1%):

 

Avient Corp.

   

77,955

     

2,996

   

Commercial Metals Co.

   

118,996

     

2,343

   

Constellium SE (a)

   

70,670

     

871

   

Element Solutions, Inc.

   

134,960

     

2,298

   

Forterra, Inc. (a)

   

73,610

     

1,347

   

Franco-Nevada Corp.

   

14,205

     

1,695

   

Graphic Packaging Holding Co.

   

127,070

     

1,990

   

Ingevity Corp. (a)

   

8,990

     

591

   

Louisiana-Pacific Corp.

   

100,614

     

3,824

   

Materion Corp.

   

22,958

     

1,566

   

Minerals Technologies, Inc.

   

70,989

     

4,375

   

Neenah, Inc.

   

44,132

     

2,247

   

Orion Engineered Carbons SA

   

117,596

     

1,791

   

Schweitzer-Mauduit International, Inc.

   

32,830

     

1,219

   

Stepan Co.

   

17,338

     

1,954

   

Summit Materials, Inc. Class A (a)

   

161,407

     

3,314

   

Trinseo SA

   

24,930

     

1,267

   

Verso Corp. Class A

   

107,529

     

1,237

   

Warrior Met Coal, Inc.

   

143,248

     

3,298

   

Worthington Industries, Inc.

   

72,900

     

3,815

   
     

44,038

   

Real Estate (5.3%):

 

Agree Realty Corp.

   

23,894

     

1,510

   

Alexander & Baldwin, Inc.

   

114,000

     

1,724

   

Alexander's, Inc.

   

5,498

     

1,469

   

American Assets Trust, Inc.

   

30,105

     

832

   

Brandywine Realty Trust

   

145,950

     

1,605

   

Brookfield Renewable Corp. Class A

   

49,064

     

2,745

   

Chatham Lodging Trust

   

168,998

     

1,810

   

Colony Capital, Inc. (b)

   

316,789

     

1,571

   

CorEnergy Infrastructure Trust, Inc. (b)

   

75,565

     

681

   

Corporate Office Properties Trust

   

39,795

     

1,045

   

DiamondRock Hospitality Co. (a)

   

178,009

     

1,460

   

Easterly Government Properties, Inc.

   

45,020

     

988

   

FirstService Corp.

   

11,935

     

1,633

   

See notes to financial statements.


14



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Four Corners Property Trust, Inc.

   

31,810

   

$

839

   

Global Medical REIT, Inc.

   

102,417

     

1,284

   

Healthcare Realty Trust, Inc.

   

73,058

     

2,192

   

Industrial Logistics Properties Trust

   

103,696

     

2,199

   

Innovative Industrial Properties, Inc. (b)

   

28,813

     

5,391

   

Jones Lang LaSalle, Inc. (a)

   

9,490

     

1,387

   

Kennedy-Wilson Holdings, Inc.

   

49,800

     

856

   

Lexington Realty Trust

   

280,676

     

2,877

   

National Health Investors, Inc.

   

39,016

     

2,530

   

Newmark Group, Inc. Class A

   

97,321

     

658

   

Physicians Realty Trust

   

302,747

     

5,338

   

Piedmont Office Realty Trust, Inc. Class A

   

216,016

     

3,323

   

PotlatchDeltic Corp.

   

65,226

     

3,115

   

Retail Opportunity Investments Corp.

   

123,473

     

1,740

   

Rexford Industrial Realty, Inc.

   

20,038

     

981

   
RPT Realty    

215,117

     

1,990

   

Sabra Health Care REIT, Inc.

   

346,572

     

5,819

   

Spirit Realty Capital, Inc.

   

19,880

     

767

   

STAG Industrial, Inc.

   

99,050

     

2,952

   

Summit Hotel Properties, Inc.

   

146,176

     

1,184

   

Sunstone Hotel Investors, Inc.

   

139,490

     

1,493

   

The Macerich Co. (b)

   

158,118

     

2,482

   

UMH Properties, Inc.

   

87,509

     

1,286

   

Universal Health Realty Income Trust

   

19,034

     

1,136

   

Urban Edge Properties

   

96,336

     

1,328

   

Washington Real Estate Investment Trust

   

27,440

     

602

   
     

74,822

   

Utilities (1.7%):

 

ALLETE, Inc.

   

50,413

     

3,167

   

American States Water Co.

   

41,474

     

3,204

   

Avista Corp.

   

75,782

     

2,840

   

Black Hills Corp.

   

10,930

     

646

   

New Jersey Resources Corp.

   

39,028

     

1,366

   

NorthWestern Corp.

   

90,300

     

4,919

   

Otter Tail Corp.

   

67,043

     

2,661

   

Portland General Electric Co.

   

97,812

     

4,137

   

South Jersey Industries, Inc.

   

25,390

     

587

   

Spire, Inc.

   

21,703

     

1,328

   
     

24,855

   

Total Common Stocks (Cost $969,239)

   

1,389,684

   

See notes to financial statements.


15



USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (4.0%)

 

Federated Government Obligations Fund Institutional Shares, 0.01% (e)

   

5,659,326

   

$

5,659

   
Fidelity Investments Money Market Government Portfolio, Institutional
Shares, 0.01% (e)
   

4,419,001

     

4,419

   
Goldman Sachs Financial Square Government Fund Institutional
Shares, 0.03% (e)
   

30,051,657

     

30,052

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (e)

   

15,974,991

     

15,975

   

Total Collateral for Securities Loaned (Cost $56,105)

   

56,105

   

Total Investments (Cost $1,025,344) — 102.7%

   

1,445,789

   

Liabilities in excess of other assets — (2.7)%

   

(38,530

)

 

NET ASSETS — 100.00%

 

$

1,407,259

   

At January 31, 2021 the Fund's investments in foreign securities were 9.6% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of the Fund's net assets as of January 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were 0.0% of the Fund's net assets.

(e)  Rate disclosed is the daily yield on January 31, 2021.

(f)  Restricted security that is not registered under the Securities Act of 1933.

ADR — American Depositary Receipt

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.


16



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA Small Cap
Stock Fund
 

Assets:

 

Investments, at value (Cost $1,025,344)

 

$

1,445,789

(a)

 

Foreign currency, at value (Cost $34)

   

35

   

Cash and cash equivalents

   

7,135

   

Receivables:

 

Interest and dividends

   

397

   

Capital shares issued

   

231

   

Investments sold

   

15,059

   

From Adviser

   

8

   

Prepaid expenses

   

21

   

Total assets

   

1,468,675

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

56,105

   

Investments purchased

   

3,035

   

Capital shares redeemed

   

854

   

Accrued expenses and other payables:

 

Investment advisory fees

   

990

   

Administration fees

   

156

   

Custodian fees

   

13

   

Transfer agent fees

   

210

   

Compliance fees

   

1

   

Other accrued expenses

   

52

   

Total liabilities

   

61,416

   

Net Assets:

 

Capital

   

939,457

   

Total accumulated earnings/(loss)

   

467,802

   

Net assets

 

$

1,407,259

   

Net Assets

 

Fund Shares

 

$

763,864

   

Institutional Shares

   

643,395

   

Total

 

$

1,407,259

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

39,897

   

Institutional Shares

   

33,170

   

Total

   

73,067

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

19.15

   

Institutional Shares

 

$

19.40

   

(a)  Includes $54,262 of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


17



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Small Cap
Stock Fund
 

Investment Income:

 

Dividends

 

$

8,139

   

Interest

   

2

   

Securities lending (net of fees)

   

463

   

Foreign tax withholding

   

(23

)

 

Total Income

   

8,581

   

Expenses:

 

Investment advisory fees

   

5,141

   

Administration fees — Fund Shares

   

502

   

Administration fees — Institutional Shares

   

299

   

Sub-Administration fees

   

47

   

Custodian fees

   

38

   

Transfer agent fees — Fund Shares

   

454

   

Transfer agent fees — Institutional Shares

   

299

   

Trustees' fees

   

25

   

Compliance fees

   

4

   

Legal and audit fees

   

46

   

State registration and filing fees

   

25

   

Interfund lending fees

   

(a)

 

Other expenses

   

67

   

Total expenses

   

6,947

   

Expenses waived/reimbursed by Adviser

   

(25

)

 

Net expenses

   

6,922

   

Net Investment Income (Loss)

   

1,659

   

Realized/Unrealized Gains (Losses) from Investments:

 
Net realized gains (losses) from investment securities and foreign
currency translations
   

132,836

   
Net change in unrealized appreciation/depreciation on investment securities and
foreign currency translations
   

293,878

   

Net realized/unrealized gains (losses) on investments

   

426,714

   

Change in net assets resulting from operations

 

$

428,373

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


18



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Small Cap Stock Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

1,659

   

$

5,655

   

Net realized gains (losses) from investments

   

132,836

     

74,639

   
Net change in unrealized appreciation/depreciation on
investments
   

293,878

     

(101,502

)

 

Change in net assets resulting from operations

   

428,373

     

(21,208

)

 

Distributions to Shareholders:

 

Fund Shares

   

(59,223

)

   

(65,538

)

 

Institutional Shares

   

(51,168

)

   

(82,906

)

 

Change in net assets resulting from distributions to shareholders

   

(110,391

)

   

(148,444

)

 

Change in net assets resulting from capital transactions

   

(62,915

)

   

(277,152

)

 

Change in net assets

   

255,067

     

(446,804

)

 

Net Assets:

 

Beginning of period

   

1,152,192

     

1,598,996

   

End of period

 

$

1,407,259

   

$

1,152,192

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

24,252

   

$

71,874

   

Distributions reinvested

   

58,490

     

64,623

   

Cost of shares redeemed

   

(80,412

)

   

(151,659

)

 

Total Fund Shares

 

$

2,330

   

$

(15,162

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

7,926

   

$

87,006

   

Distributions reinvested

   

51,148

     

82,899

   

Cost of shares redeemed

   

(124,319

)

   

(431,895

)

 

Total Institutional Shares

 

$

(65,245

)

 

$

(261,990

)

 

Change in net assets resulting from capital transactions

 

$

(62,915

)

 

$

(277,152

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,366

     

4,956

   

Reinvested

   

3,230

     

3,974

   

Redeemed

   

(4,687

)

   

(10,400

)

 

Total Fund Shares

   

(91

)

   

(1,470

)

 

Institutional Shares

 

Issued

   

495

     

6,588

   

Reinvested

   

2,787

     

5,038

   

Redeemed

   

(7,114

)

   

(28,139

)

 

Total Institutional Shares

   

(3,832

)

   

(16,513

)

 

Change in Shares

   

(3,923

)

   

(17,983

)

 

See notes to financial statements.


19



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Small Cap Stock Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

14.88

     

0.02

(d)

   

5.82

     

5.84

     

(0.14

)

   

(1.43

)

 
Year Ended
July 31, 2020
 

$

16.74

     

0.05

(d)

   

(0.28

)

   

(0.23

)

   

(0.03

)

   

(1.60

)

 
Year Ended
July 31, 2019
 

$

19.33

     

0.07

     

(0.71

)

   

(0.64

)

   

(0.04

)

   

(1.91

)

 
Year Ended
July 31, 2018
 

$

18.02

     

0.05

     

3.19

     

3.24

     

(0.07

)

   

(1.86

)

 
Year Ended
July 31, 2017
 

$

16.17

     

0.08

     

1.99

     

2.07

     

(0.03

)

   

(0.19

)

 
Year Ended
July 31, 2016
 

$

17.77

     

0.02

     

(0.22

)

   

(0.20

)

   

(0.05

)

   

(1.35

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

15.06

     

0.03

(d)

   

5.88

     

5.91

     

(0.14

)

   

(1.43

)

 
Year Ended
July 31, 2020
 

$

16.91

     

0.07

(d)

   

(0.28

)

   

(0.21

)

   

(0.04

)

   

(1.60

)

 
Year Ended
July 31, 2019
 

$

19.50

     

0.08

     

(0.71

)

   

(0.63

)

   

(0.05

)

   

(1.91

)

 
Year Ended
July 31, 2018
 

$

18.16

     

0.07

     

3.22

     

3.29

     

(0.09

)

   

(1.86

)

 
Year Ended
July 31, 2017
 

$

16.30

     

0.09

     

2.02

     

2.11

     

(0.06

)

   

(0.19

)

 
Year Ended
July 31, 2016
 

$

17.89

     

0.07

     

(0.24

)

   

(0.17

)

   

(0.07

)

   

(1.35

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

(e)  Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The Fund's expenses paid indirectly decreased the expense ratio by less than 0.01%.

See notes to financial statements.


20



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Small Cap Stock Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(1.57

)

 

$

19.15

     

39.91

%

   

1.12

%

   

0.22

%

   

1.12

%

 

$

763,864

     

30

%

 
Year Ended
July 31, 2020
   

(1.63

)

 

$

14.88

     

(2.21

)%

   

1.10

%

   

0.33

%

   

1.10

%

 

$

595,019

     

71

%

 
Year Ended
July 31, 2019
   

(1.95

)

 

$

16.74

     

(2.07

)%

   

1.06

%(e)

   

0.58

%

   

1.06

%(e)

 

$

694,015

     

84

%

 
Year Ended
July 31, 2018
   

(1.93

)

 

$

19.33

     

19.21

%

   

1.06

%(e)

   

0.31

%

   

1.06

%(e)

 

$

758,065

     

68

%

 
Year Ended
July 31, 2017
   

(0.22

)

 

$

18.02

     

12.81

%

   

1.09

%(e)

   

0.42

%

   

1.09

%(e)

 

$

658,038

     

53

%

 
Year Ended
July 31, 2016
   

(1.40

)

 

$

16.17

     

(0.75

)%

   

1.15

%(e)

   

0.18

%

   

1.15

%(e)

 

$

586,438

     

52

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(1.57

)

 

$

19.40

     

39.94

%

   

1.05

%

   

0.30

%

   

1.06

%

 

$

643,395

     

30

%

 
Year Ended
July 31, 2020
   

(1.64

)

 

$

15.06

     

(2.08

)%

   

0.98

%

   

0.45

%

   

0.99

%

 

$

557,173

     

71

%

 
Year Ended
July 31, 2019
   

(1.96

)

 

$

16.91

     

(1.98

)%

   

0.96

%(e)

   

0.67

%

   

0.96

%(e)

 

$

904,981

     

84

%

 
Year Ended
July 31, 2018
   

(1.95

)

 

$

19.50

     

19.36

%

   

0.95

%(e)

   

0.42

%

   

0.95

%(e)

 

$

996,393

     

68

%

 
Year Ended
July 31, 2017
   

(0.25

)

 

$

18.16

     

12.92

%

   

0.97

%(e)

   

0.52

%

   

0.97

%(e)

 

$

892,691

     

53

%

 
Year Ended
July 31, 2016
   

(1.42

)

 

$

16.30

     

(0.55

)%

   

0.99

%(e)

   

0.35

%

   

0.99

%(e)

 

$

884,187

     

52

%

 

See notes to financial statements.


21



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Small Cap Stock Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


22



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value its international equity securities. The valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,383,716

   

$

5,968

   

$

(a)

 

$

1,389,684

   

Collateral for Securities Loaned

   

56,105

     

     

     

56,105

   

Total

 

$

1,439,821

   

$

5,968

   

$

(a)

 

$

1,445,789

   

(a)  Zero market value security.

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.


23



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of January 31, 2021, the Fund had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

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

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount


24



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

54,324

*

 

$

   

$

56,105

   

*  Includes $62 (thousand) of securities on loan that were sold prior to January 31, 2021.

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


25



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

364,602

   

$

545,887

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.4

   

USAA Target Retirement Income Fund

   

0.6

   

USAA Target Retirement 2030 Fund

   

1.7

   

USAA Target Retirement 2040 Fund

   

1.9

   

USAA Target Retirement 2050 Fund

   

1.4

   

USAA Target Retirement 2060 Fund

   

0.2

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Small-Cap Core Funds Index. The Lipper Small-Cap Core Funds Index tracks the total return performance of each class within the Lipper Small-Cap Core Funds category.


26



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index (in basis
points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Small-Cap Core Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $176 and $209 for Fund Shares and Institutional Shares, respectively, in thousands. Performance adjustments were 0.05% and 0.07% for Fund Shares and Institutional Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM has entered into a Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management") and Granahan Investment Management, Inc. ("GIMI"), under which GIMI and Wellington Management each direct the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). These arrangements provide for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% and 0.10% of average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.


27



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% of average daily net assets of the Institutional Shares, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) were 1.10% and 0.98% for Fund Shares and Institutional Shares, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

64

   

$

25

   

$

89

   


28



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Funds' investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Small-Capitalization Stock Risk — The Fund is subject to small-cap company risk, which is the greater risk of investing in smaller, less well-known companies, as opposed to investing in established companies with proven track records. Small-cap companies also may have limited product lines, markets, or financial resources. Securities of such companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in the securities of larger companies.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.


29



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

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

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
January 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

2,136

     

9

     

0.63

%

 

$

4,196

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.


30



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

As of the tax year ended July 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.

9. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


31



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,399.10

   

$

1,019.56

   

$

6.77

   

$

5.70

     

1.12

%

 

Institutional Shares

   

1,000.00

     

1,399.40

     

1,019.91

     

6.35

     

5.35

     

1.05

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


32



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

For the period August 1, 2020 to January 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 1.12%, and 1.05% for the Fund Shares, and Institutional Shares, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six months ended January 31, 2021.

  Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,399.10

   

$

1,019.66

   

$

6.65

   

$

5.60

     

1.10

%

 

Institutional Shares

   

1,000.00

     

1,399.40

     

1,020.27

     

5.93

     

4.99

     

0.98

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


33



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Small Cap Stock Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreements between the Adviser and Granahan Investment Management, Inc. and Wellington Management Company LLP (the "Subadvisers") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreements at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and Subadvisory Agreements and the Adviser and the Subadvisers, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's and each Subadviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement and Subadvisory Agreements with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement and the Subadvisory Agreements with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement and the Subadvisory Agreements with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

The Board considered the Advisory Agreement and the Subadvisory Agreements separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadvisers in providing services to the Fund.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser and the Subadvisers. At the meeting at which the renewal of the Advisory Agreement and Subadvisory Agreements is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser and the Subadvisers is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement and Subadvisory Agreements included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its


34



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The Board considered the Adviser's process for monitoring the performance of the Subadvisers and the Adviser's timeliness in responding to performance issues. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was equal to the median of its expense group and below the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were equal to the median of its expense group and below the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund. The Board also took into account that the subadvisory fees under the Subadvisory Agreements are paid by the Adviser. The Board also considered and discussed information about each Subadviser's fees, including the amount of management fees retained by the Adviser after payment of the subadvisory fees.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


35



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees and also noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board took into account management's discussion of the current advisory fee structure. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board considered the fact that the Adviser also pays the Fund's subadvisory fees. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

Subadvisory Agreements

In approving the Subadvisory Agreements with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadvisers, including the personnel providing services; (ii) each Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreements. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreements. In approving the Subadvisory Agreements, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.


36



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadvisers, including information presented periodically throughout the previous year. The Board considered each Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and each Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadvisers, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with underperformance from taking undue risks. The Trustees also noted each Subadviser's brokerage practices. The Board also considered each Subadviser's regulatory and compliance history. The Board also took into account each Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadvisers include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance questionnaire and quarterly compliance certifications to the Board; and (iii) due diligence visits with the Subadvisers.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadvisers. In considering the cost of services to be provided by each Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreements were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreements and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of each Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreements. For similar reasons, the Board concluded that the potential for economies of scale in each Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreements.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that each Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to each Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended September 30, 2020, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of each Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of each Subadviser. The Board was mindful of the Adviser's focus on each Subadviser's performance. The Board also noted each Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding each Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of each Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.


37



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40053-0321



JANUARY 31, 2021

Semi Annual Report

USAA Value Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    9    

Statement of Operations

    10    

Statements of Changes in Net Assets

    11    

Financial Highlights

    14    

Notes to Financial Statements

   

16

   

Supplemental Information (Unaudited)

   

25

   

Proxy Voting and Portfolio Holdings Information

    25    

Expense Examples

    25    
Considerations of the Board in Continuing the
Investment Advisory Agreement
    26

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1



USAA Mutual Funds Trust
USAA Value Fund
 

January 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with long-term growth of capital.

Sector Allocation*:

January 31, 2021

(% of Net Assets)

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

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


2



USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.7%)

 

Communication Services (6.9%):

 

Alphabet, Inc. Class A (a)

   

9,270

   

$

16,939

   

AT&T, Inc.

   

315,355

     

9,029

   

Comcast Corp. Class A

   

62,129

     

3,080

   

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

   

75,369

     

3,122

   

Electronic Arts, Inc.

   

27,098

     

3,880

   

Facebook, Inc. Class A (a)

   

38,500

     

9,946

   

Fox Corp. Class A

   

57,210

     

1,784

   

Liberty Media Corp.-Liberty SiriusXM Class C (a)

   

29,419

     

1,193

   

Omnicom Group, Inc.

   

40,672

     

2,537

   

Take-Two Interactive Software, Inc. (a)

   

21,614

     

4,333

   

Verizon Communications, Inc.

   

229,210

     

12,549

   
     

68,392

   

Consumer Discretionary (8.6%):

 

Best Buy Co., Inc.

   

36,460

     

3,968

   

Booking Holdings, Inc. (a)

   

990

     

1,925

   

Dick's Sporting Goods, Inc.

   

36,434

     

2,441

   

Dollar Tree, Inc. (a)

   

118,600

     

12,057

   

Foot Locker, Inc.

   

28,370

     

1,243

   

Ford Motor Co. (a)

   

422,676

     

4,451

   

General Motors Co.

   

129,000

     

6,537

   

Lennar Corp. Class A

   

24,950

     

2,075

   

LKQ Corp. (a)

   

304,624

     

10,689

   

Magna International, Inc.

   

99,700

     

7,004

   

NVR, Inc. (a)

   

787

     

3,499

   

O'Reilly Automotive, Inc. (a)

   

7,246

     

3,083

   

PulteGroup, Inc.

   

81,157

     

3,530

   

Ross Stores, Inc.

   

26,726

     

2,974

   

Target Corp.

   

22,835

     

4,137

   

The Home Depot, Inc.

   

16,622

     

4,502

   

Toll Brothers, Inc.

   

44,583

     

2,278

   

Tractor Supply Co.

   

16,831

     

2,386

   

Williams-Sonoma, Inc.

   

21,129

     

2,724

   

Yum! Brands, Inc.

   

45,121

     

4,579

   
     

86,082

   

Consumer Staples (8.4%):

 

Altria Group, Inc.

   

128,554

     

5,281

   

Colgate-Palmolive Co.

   

45,469

     

3,546

   

General Mills, Inc.

   

42,032

     

2,442

   

Keurig Dr Pepper, Inc.

   

550,292

     

17,500

   

Kimberly-Clark Corp.

   

15,783

     

2,085

   

Mondelez International, Inc. Class A

   

241,900

     

13,411

   

Nu Skin Enterprises, Inc. Class A

   

45,356

     

2,625

   

Philip Morris International, Inc.

   

82,084

     

6,538

   

Pilgrim's Pride Corp. (a)

   

87,992

     

1,705

   

Spectrum Brands Holdings, Inc.

   

11,878

     

898

   

The Coca-Cola Co.

   

40,840

     

1,966

   

The Hershey Co.

   

31,183

     

4,535

   

See notes to financial statements.


3



USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

The J.M. Smucker Co.

   

24,822

   

$

2,890

   

The Kroger Co.

   

88,849

     

3,065

   

The Procter & Gamble Co.

   

27,156

     

3,482

   

Tyson Foods, Inc. Class A

   

44,410

     

2,856

   

Walgreens Boots Alliance, Inc.

   

83,725

     

4,208

   

Walmart, Inc.

   

23,108

     

3,246

   
     

82,279

   

Energy (4.7%):

 

Cabot Oil & Gas Corp.

   

117,711

     

2,158

   

Chevron Corp.

   

27,033

     

2,303

   

ConocoPhillips

   

122,644

     

4,909

   

Enterprise Products Partners LP

   

442,024

     

8,942

   

EOG Resources, Inc.

   

85,647

     

4,365

   

Exxon Mobil Corp.

   

154,305

     

6,919

   

Hess Corp.

   

83,300

     

4,497

   

Phillips 66

   

40,752

     

2,763

   

Pioneer Natural Resources Co.

   

59,200

     

7,157

   

Valero Energy Corp.

   

58,800

     

3,318

   
     

47,331

   

Financials (21.6%):

 

Aflac, Inc.

   

265,679

     

12,003

   

American Financial Group, Inc.

   

24,673

     

2,323

   

Ameriprise Financial, Inc.

   

20,629

     

4,082

   

Bank of America Corp.

   

402,852

     

11,945

   

Berkshire Hathaway, Inc. Class B (a)

   

38,279

     

8,723

   

Capital One Financial Corp.

   

34,922

     

3,641

   

Cboe Global Markets, Inc.

   

72,000

     

6,604

   

Chubb Ltd.

   

51,300

     

7,473

   

Citigroup, Inc.

   

161,300

     

9,354

   

Comerica, Inc.

   

145,400

     

8,317

   

Discover Financial Services

   

142,878

     

11,935

   

Everest Re Group Ltd.

   

14,129

     

2,982

   

Fifth Third Bancorp

   

114,096

     

3,301

   

First Citizens BancShares, Inc. Class A

   

4,933

     

2,940

   

Huntington Bancshares, Inc.

   

211,276

     

2,794

   

JPMorgan Chase & Co.

   

185,412

     

23,857

   

KeyCorp

   

673,241

     

11,350

   

LPL Financial Holdings, Inc.

   

35,544

     

3,851

   

MetLife, Inc.

   

125,792

     

6,057

   

MSCI, Inc.

   

3,720

     

1,471

   

OneMain Holdings, Inc.

   

39,530

     

1,841

   

Primerica, Inc.

   

9,930

     

1,383

   

Principal Financial Group, Inc.

   

65,424

     

3,223

   

Prudential Financial, Inc.

   

56,049

     

4,388

   

Regions Financial Corp.

   

298,247

     

5,073

   

RenaissanceRe Holdings Ltd.

   

88,798

     

13,359

   

S&P Global, Inc.

   

6,787

     

2,151

   

State Street Corp.

   

52,963

     

3,707

   

SVB Financial Group (a)

   

11,171

     

4,890

   

See notes to financial statements.


4



USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Synchrony Financial

   

123,851

   

$

4,168

   

The Allstate Corp.

   

47,859

     

5,130

   

The Goldman Sachs Group, Inc.

   

5,022

     

1,362

   

The Progressive Corp.

   

17,552

     

1,530

   

U.S. Bancorp

   

310,268

     

13,295

   

Voya Financial, Inc.

   

113,400

     

6,289

   
     

216,792

   

Health Care (14.8%):

 

AbbVie, Inc.

   

22,194

     

2,274

   

AmerisourceBergen Corp.

   

23,727

     

2,472

   

Amgen, Inc.

   

11,080

     

2,675

   

Anthem, Inc.

   

12,142

     

3,606

   

Biogen, Inc. (a)

   

11,869

     

3,355

   

Bristol-Myers Squibb Co.

   

39,905

     

2,451

   

Cardinal Health, Inc.

   

30,731

     

1,651

   

Cerner Corp.

   

22,451

     

1,799

   

Cigna Corp.

   

71,492

     

15,518

   

CVS Health Corp.

   

80,156

     

5,743

   

Eli Lilly & Co.

   

11,604

     

2,413

   

HCA Healthcare, Inc.

   

18,866

     

3,065

   

Hill-Rom Holdings, Inc.

   

115,100

     

11,054

   

Humana, Inc.

   

31,538

     

12,083

   

Johnson & Johnson

   

140,722

     

22,957

   

Laboratory Corp. of America Holdings (a)

   

14,403

     

3,297

   

McKesson Corp.

   

14,804

     

2,583

   

Medtronic PLC

   

96,308

     

10,722

   

Merck & Co., Inc.

   

40,886

     

3,151

   

Pfizer, Inc.

   

282,429

     

10,139

   

Quest Diagnostics, Inc.

   

73,406

     

9,480

   

UnitedHealth Group, Inc.

   

31,170

     

10,397

   

Universal Health Services, Inc. Class B

   

19,586

     

2,442

   

Veeva Systems, Inc. Class A (a)

   

8,242

     

2,278

   

Viatris, Inc. (a)

   

35,043

     

595

   
     

148,200

   

Industrials (11.9%):

 

3M Co.

   

49,350

     

8,669

   

Array Technologies, Inc. (a)

   

25,356

     

1,034

   

Caterpillar, Inc.

   

17,961

     

3,284

   

Cintas Corp.

   

8,270

     

2,631

   

Cummins, Inc.

   

33,000

     

7,736

   

Eaton Corp. PLC

   

75,311

     

8,864

   

Emerson Electric Co.

   

66,767

     

5,297

   

Fastenal Co.

   

65,909

     

3,005

   

Graco, Inc.

   

27,727

     

1,911

   

Honeywell International, Inc.

   

39,058

     

7,631

   

Huntington Ingalls Industries, Inc.

   

13,706

     

2,156

   

Johnson Controls International PLC

   

177,000

     

8,818

   

ManpowerGroup, Inc.

   

22,005

     

1,946

   

Masco Corp.

   

110,743

     

6,014

   

See notes to financial statements.


5



USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Otis Worldwide Corp.

   

58,611

   

$

3,789

   

Parker-Hannifin Corp.

   

29,000

     

7,674

   

Raytheon Technologies Corp.

   

101,267

     

6,758

   

Robert Half International, Inc.

   

18,786

     

1,268

   

Sensata Technologies Holding PLC (a)

   

135,200

     

7,368

   

Southwest Airlines Co.

   

35,325

     

1,552

   

Union Pacific Corp.

   

56,716

     

11,200

   

United Rentals, Inc. (a)

   

32,900

     

7,995

   

W.W. Grainger, Inc.

   

7,321

     

2,668

   
     

119,268

   

Information Technology (10.6%):

 

Amdocs Ltd.

   

35,062

     

2,476

   

Applied Materials, Inc.

   

23,937

     

2,314

   

CACI International, Inc. Class A (a)

   

10,419

     

2,513

   

CDW Corp.

   

24,242

     

3,192

   

Cisco Systems, Inc.

   

163,677

     

7,297

   

Euronet Worldwide, Inc. (a)

   

89,400

     

11,172

   

F5 Networks, Inc. (a)

   

10,472

     

2,052

   

Fidelity National Information Services, Inc.

   

52,700

     

6,506

   

FleetCor Technologies, Inc. (a)

   

40,063

     

9,725

   

Fortinet, Inc. (a)

   

13,404

     

1,940

   

HP, Inc.

   

202,953

     

4,940

   

Intel Corp.

   

194,382

     

10,791

   

International Business Machines Corp.

   

19,268

     

2,295

   

Lam Research Corp.

   

4,666

     

2,258

   

Leidos Holdings, Inc.

   

107,391

     

11,390

   

Micron Technology, Inc. (a)

   

76,023

     

5,951

   

NetApp, Inc.

   

40,156

     

2,668

   

Oracle Corp.

   

84,966

     

5,135

   

Qorvo, Inc. (a)

   

6,760

     

1,155

   

QUALCOMM, Inc.

   

8,627

     

1,348

   

Skyworks Solutions, Inc.

   

23,734

     

4,017

   

Texas Instruments, Inc.

   

19,611

     

3,249

   

Zebra Technologies Corp. (a)

   

4,731

     

1,835

   
     

106,219

   

Materials (3.7%):

 

Celanese Corp.

   

22,107

     

2,700

   

Dow, Inc.

   

49,206

     

2,554

   

Eastman Chemical Co.

   

23,300

     

2,292

   

Ferroglobe PLC (a) (c) (d)

   

545,600

     

(e)

 

Huntsman Corp.

   

108,671

     

2,871

   

LyondellBasell Industries NV Class A

   

53,047

     

4,549

   

Nucor Corp.

   

52,425

     

2,555

   

PPG Industries, Inc.

   

37,303

     

5,025

   

Sealed Air Corp.

   

329,529

     

13,929

   
     

36,475

   

See notes to financial statements.


6



USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

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

Security Description

 

Shares

 

Value

 

Real Estate (3.2%):

 

Alexandria Real Estate Equities, Inc.

   

13,419

   

$

2,242

   

AvalonBay Communities, Inc.

   

14,037

     

2,297

   

Essex Property Trust, Inc.

   

8,256

     

1,978

   

Healthpeak Properties, Inc.

   

69,118

     

2,049

   

Host Hotels & Resorts, Inc.

   

523,200

     

7,090

   

National Retail Properties, Inc.

   

170,500

     

6,651

   

Prologis, Inc.

   

34,201

     

3,530

   

Realty Income Corp.

   

36,593

     

2,161

   

Ventas, Inc.

   

45,397

     

2,091

   

Welltower, Inc.

   

33,632

     

2,038

   
     

32,127

   

Utilities (5.3%):

 

Evergy, Inc.

   

43,728

     

2,350

   

Exelon Corp.

   

345,441

     

14,355

   

FirstEnergy Corp.

   

119,360

     

3,672

   

IDACORP, Inc.

   

16,620

     

1,468

   

NRG Energy, Inc.

   

80,833

     

3,347

   

PPL Corp.

   

132,334

     

3,662

   

UGI Corp.

   

72,572

     

2,612

   

Vistra Corp.

   

882,941

     

17,633

   

WEC Energy Group, Inc.

   

31,417

     

2,793

   
     

51,892

   

Total Common Stocks (Cost $877,206)

   

995,057

   

Collateral for Securities Loaned^ (0.3%)

 
Fidelity Investments Money Market Government Portfolio,
Institutional Shares, 0.01% (f)
   

2,086,502

     

2,086

   

HSBC U.S. Government Money Market Fund I Shares, 0.03% (f)

   

971,560

     

972

   

Total Collateral for Securities Loaned (Cost $3,058)

   

3,058

   

Total Investments (Cost $880,264) — 100.0%

   

998,115

   

Liabilities in excess of other assets — 0.0%

   

(68

)

 

NET ASSETS — 100.00%

 

$

998,047

   

At January 31, 2021, the Fund's investments in foreign securities were 7.4% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of the Fund's net assets as of January 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of January 31, 2021, illiquid securities were less than 0.05% of the Fund's net assets.

See notes to financial statements.


7



USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2021
 

  (Unaudited)

(e)  Rounds to less than $1 thousand.

(f)  Rate disclosed is the daily yield on January 31, 2021.

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.


8



USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2021
 

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

    USAA
Value Fund
 

Assets:

 

Investments, at value (Cost $880,264)

 

$

998,115

(a)

 

Cash and cash equivalents

   

3,511

   

Receivables:

 

Interest and dividends

   

1,297

   

Capital shares issued

   

203

   

From Adviser

   

23

   

Prepaid expenses

   

31

   

Total assets

   

1,003,180

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

3,058

   

Capital shares redeemed

   

1,149

   

Accrued expenses and other payables:

 

Investment advisory fees

   

538

   

Administration fees

   

121

   

Custodian fees

   

7

   

Transfer agent fees

   

193

   

Compliance fees

   

1

   

Trustees' fees

   

(b)

 
12b-1 fees    

1

   

Other accrued expenses

   

65

   

Total liabilities

   

5,133

   

Net Assets:

 

Capital

   

940,992

   

Total accumulated earnings/(loss)

   

57,055

   

Net assets

 

$

998,047

   

Net Assets

 

Fund Shares

 

$

737,252

   

Institutional Shares

   

253,876

   

Class A

   

6,919

   

Total

 

$

998,047

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

47,501

   

Institutional Shares

   

16,349

   

Class A

   

449

   

Total

   

64,299

   

Net asset value, offering and redemption price per share: (c)

 

Fund Shares

 

$

15.52

   

Institutional Shares

 

$

15.53

   

Class A

 

$

15.42

   

Maximum Sales Charge — Class A

   

5.75

%

 
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted
to the nearest cent) per share — Class A
 

$

16.36

   

(a)  Includes $3,016 of securities on loan.

(b)  Rounds to less than $1 thousand.

(c)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.


9



USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA
Value Fund
 

Investment Income:

 

Dividends

 

$

12,012

   

Interest

   

1

   

Securities lending (net of fees)

   

9

   

Foreign tax withholding

   

(14

)

 

Total income

   

12,008

   

Expenses:

 

Investment advisory fees

   

2,977

   

Administration fees — Fund Shares

   

553

   

Administration fees — Institutional Shares

   

119

   

Administration fees — Class A

   

5

   

Sub-Administration fees

   

28

   
12b-1 fees — Class A    

8

   

Custodian fees

   

23

   

Transfer agent fees — Fund Shares

   

503

   

Transfer agent fees — Institutional Shares

   

119

   

Transfer agent fees — Class A

   

3

   

Trustees' fees

   

26

   

Compliance fees

   

3

   

Legal and audit fees

   

47

   

State registration and filing fees

   

35

   

Interfund lending fees

   

(a)

 

Other expenses

   

44

   

Total expenses

   

4,493

   

Expenses waived/reimbursed by Adviser

   

(66

)

 

Net expenses

   

4,427

   

Net Investment Income (Loss)

   

7,581

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities and foreign currency translations

   

30,162

   
Net change in unrealized appreciation/depreciation on investment securities and
foreign currency translations
   

109,009

   

Net realized/unrealized gains (losses) on investments

   

139,171

   

Change in net assets resulting from operations

 

$

146,752

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


10



USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Value Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

7,581

   

$

18,066

   

Net realized gains (losses) from investments

   

30,162

     

(94,069

)

 
Net change in unrealized appreciation/depreciation on
investments
   

109,009

     

(37,230

)

 

Change in net assets resulting from operations

   

146,752

     

(113,233

)

 

Distributions to Shareholders:

 

Fund Shares

   

(11,994

)

   

(220,280

)

 

Institutional Shares

   

(4,219

)

   

(61,101

)

 

Class A

   

(98

)

   

(2,057

)

 

Change in net assets resulting from distributions to shareholders

   

(16,311

)

   

(283,438

)

 

Change in net assets resulting from capital transactions

   

(65,433

)

   

157,881

   

Change in net assets

   

65,008

     

(238,790

)

 

Net Assets:

 

Beginning of period

   

933,039

     

1,171,829

   

End of period

 

$

998,047

   

$

933,039

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

22,428

   

$

51,191

   

Distributions reinvested

   

11,843

     

217,411

   

Cost of shares redeemed

   

(106,532

)

   

(192,266

)

 

Total Fund Shares

 

$

(72,261

)

 

$

76,336

   

Institutional Shares

 

Proceeds from shares issued

 

$

5,308

   

$

64,583

   

Distributions reinvested

   

4,219

     

61,090

   

Cost of shares redeemed

   

(2,719

)

   

(44,124

)

 

Total Institutional Shares

 

$

6,808

   

$

81,549

   

Class A

 

Proceeds from shares issued

 

$

21

   

$

32

   

Distributions reinvested

   

1

     

26

   

Cost of shares redeemed

   

(2

)

   

(62

)

 

Total Class A

 

$

20

   

$

(4

)

 

Change in net assets resulting from capital transactions

 

$

(65,433

)

 

$

157,881

   

(continues on next page)

See notes to financial statements.


11



USAA Mutual Funds Trust

  Statements of Changes in Net Assets — continued  

(Amounts in Thousands)  

   

USAA Value Fund

 
    Six Months
Ended
January 31,
2021
(Unaudited)
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

1,493

     

3,376

   

Reinvested

   

770

     

13,458

   

Redeemed

   

(7,188

)

   

(13,085

)

 

Total Fund Shares

   

(4,925

)

   

3,749

   

Institutional Shares

 

Issued

   

367

     

3,808

   

Reinvested

   

274

     

3,777

   

Redeemed

   

(185

)

   

(3,213

)

 

Total Institutional Shares

   

456

     

4,372

   

Class A

 

Issued

   

2

     

2

   

Reinvested

   

(a)

   

2

   

Redeemed

   

(a)

   

(5

)

 

Total Class A

   

2

     

(1

)

 

Change in Shares

   

(4,467

)

   

8,120

   

(a)  Rounds to less than 1 thousand.

See notes to financial statements.


12



This page is intentionally left blank.


13



USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning
of Period
  Net
Investment
Income
(Loss)
  Net
Realized
and
Unrealized
Gains
(Losses) on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Value Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.57

     

0.11

(d)

   

2.09

     

2.20

     

(0.19

)

   

(0.06

)

 

Year Ended July 31, 2020

 

$

19.32

     

0.26

(d)

   

(1.39

)

   

(1.13

)

   

(0.21

)

   

(4.41

)

 

Year Ended July 31, 2019

 

$

22.01

     

0.25

     

(0.54

)

   

(0.29

)

   

(0.24

)

   

(2.16

)

 

Year Ended July 31, 2018

 

$

21.55

     

0.21

     

1.84

     

2.05

     

(0.21

)

   

(1.38

)

 

Year Ended July 31, 2017

 

$

19.41

     

0.27

     

2.74

     

3.01

     

(0.29

)

   

(0.58

)

 

Year Ended July 31, 2016

 

$

20.50

     

0.23

     

(0.31

)

   

(0.08

)

   

(0.23

)

   

(0.78

)

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.58

     

0.12

(d)

   

2.10

     

2.22

     

(0.21

)

   

(0.06

)

 

Year Ended July 31, 2020

 

$

19.33

     

0.27

(d)

   

(1.39

)

   

(1.12

)

   

(0.22

)

   

(4.41

)

 

Year Ended July 31, 2019

 

$

22.00

     

0.28

     

(0.55

)

   

(0.27

)

   

(0.24

)

   

(2.16

)

 

Year Ended July 31, 2018

 

$

21.54

     

0.23

     

1.84

     

2.07

     

(0.23

)

   

(1.38

)

 

Year Ended July 31, 2017

 

$

19.40

     

0.30

     

2.73

     

3.03

     

(0.31

)

   

(0.58

)

 

Year Ended July 31, 2016

 

$

20.49

     

0.25

     

(0.31

)

   

(0.06

)

   

(0.25

)

   

(0.78

)

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
 

$

13.48

     

0.09

(d)

   

2.07

     

2.16

     

(0.16

)

   

(0.06

)

 

Year Ended July 31, 2020

 

$

19.24

     

0.23

(d)

   

(1.39

)

   

(1.16

)

   

(0.19

)

   

(4.41

)

 

Year Ended July 31, 2019

 

$

21.91

     

0.20

     

(0.55

)

   

(0.35

)

   

(0.16

)

   

(2.16

)

 

Year Ended July 31, 2018

 

$

21.46

     

0.15

     

1.83

     

1.98

     

(0.15

)

   

(1.38

)

 

Year Ended July 31, 2017

 

$

19.32

     

0.23

     

2.72

     

2.95

     

(0.23

)

   

(0.58

)

 

Year Ended July 31, 2016

 

$

20.43

     

0.17

     

(0.32

)

   

(0.15

)

   

(0.18

)

   

(0.78

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019 and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

(d)  Per share net investment income (loss) has been calculated using the average daily shares method.

See notes to financial statements.


14



USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charges)*(a)
  Net
Expenses^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(c)
 

USAA Value Fund

 

Fund Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.25

)

 

$

15.52

     

16.22

%

   

0.92

%

   

1.53

%

   

0.93

%

 

$

737,252

     

34

%

 

Year Ended July 31, 2020

   

(4.62

)

 

$

13.57

     

(9.43

)%

   

0.96

%

   

1.69

%

   

0.97

%

 

$

711,182

     

74

%

 

Year Ended July 31, 2019

   

(2.40

)

 

$

19.32

     

(0.11

)%

   

0.96

%

   

1.35

%

   

0.96

%

 

$

940,515

     

108

%(e)

 

Year Ended July 31, 2018

   

(1.59

)

 

$

22.01

     

9.69

%

   

0.99

%

   

1.10

%

   

0.99

%

 

$

1,007,712

     

29

%

 

Year Ended July 31, 2017

   

(0.87

)

 

$

21.55

     

15.72

%

   

1.08

%(f)

   

1.37

%

   

1.08

%(f)

 

$

936,630

     

27

%

 

Year Ended July 31, 2016

   

(1.01

)

 

$

19.41

     

(0.14

)%

   

1.11

%(f)

   

1.28

%

   

1.11

%(f)

 

$

807,052

     

20

%

 

Institutional Shares

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.27

)

 

$

15.53

     

16.32

%

   

0.84

%

   

1.59

%

   

0.85

%

 

$

253,876

     

34

%

 

Year Ended July 31, 2020

   

(4.63

)

 

$

13.58

     

(9.40

)%

   

0.88

%

   

1.75

%

   

0.89

%

 

$

215,830

     

74

%

 

Year Ended July 31, 2019

   

(2.40

)

 

$

19.33

     

(0.02

)%

   

0.88

%

   

1.42

%

   

0.88

%

 

$

222,701

     

108

%(e)

 

Year Ended July 31, 2018

   

(1.61

)

 

$

22.00

     

9.79

%

   

0.91

%

   

1.18

%

   

0.91

%

 

$

640,281

     

29

%

 

Year Ended July 31, 2017

   

(0.89

)

 

$

21.54

     

15.86

%

   

0.98

%(f)

   

1.48

%

   

0.98

%(f)

 

$

591,384

     

27

%

 

Year Ended July 31, 2016

   

(1.03

)

 

$

19.40

     

(0.04

)%

   

0.98

%(f)

   

1.41

%

   

0.98

%(f)

 

$

522,721

     

20

%

 

Class A

 
Six Months Ended
January 31, 2021
(unaudited)
   

(0.22

)

 

$

15.42

     

16.02

%

   

1.23

%

   

1.21

%

   

1.50

%

 

$

6,919

     

34

%

 

Year Ended July 31, 2020

   

(4.60

)

 

$

13.48

     

(9.66

)%

   

1.21

%

   

1.45

%

   

1.21

%

 

$

6,027

     

74

%

 

Year Ended July 31, 2019

   

(2.32

)

 

$

19.24

     

(0.44

)%

   

1.27

%(g)

   

1.03

%

   

1.31

%

 

$

8,613

     

108

%(e)

 

Year Ended July 31, 2018

   

(1.53

)

 

$

21.91

     

9.41

%

   

1.30

%

   

0.79

%

   

1.30

%

 

$

9,807

     

29

%

 

Year Ended July 31, 2017

   

(0.81

)

 

$

21.46

     

15.46

%

   

1.33

%(f)(h)

   

1.13

%

   

1.38

%(f)

 

$

9,626

     

27

%

 

Year Ended July 31, 2016

   

(0.96

)

 

$

19.32

     

(0.52

)%

   

1.42

%(f)

   

0.97

%

   

1.42

%(f)

 

$

8,767

     

20

%

 

(e)  Reflects increased trading activity due to current year transition or asset allocation shift.

(f)  Reflects total annual operating expenses of the shares before reductions of any expenses paid indirectly. The expenses paid indirectly decreased the expense ratio by less than 0.01%.

(g)  Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A to 1.30% of the Class A average daily net assets.

(h)  Effective December 1, 2016, AMCO (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A to 1.30% of the Class A average daily net assets.

See notes to financial statements.


15



USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2021
 

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Value Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares and Class A. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risks associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.


16



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

995,057

   

$

   

$

(a)

 

$

995,057

   

Collateral for Securities Loaned

   

3,058

     

     

     

3,058

   

Total

 

$

998,115

   

$

   

$

(a)

 

$

998,115

   

(a)  Zero market value security.

For the six months ended January 31, 2021, there were no transfers in or out of the Level 3 fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

The Fund may invest in portfolios of open-end investment companies. These investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the underlying funds.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


17



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Noncash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

3,016

   

$

   

$

3,058

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.

Foreign Taxes:

The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to


18



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 12b-1 fees and printing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

321,805

   

$

388,095

   

There were no purchases or sales of U.S. government securities during the six months ended January 31, 2021.

 

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.2

   

USAA Cornerstone Equity Fund

   

1.0

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.


19



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund, announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter, is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Multi-Cap Value Funds Index. The Lipper Multi-Cap Value Funds Index tracks the total return performance of each class within the Lipper Multi-Cap Value Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance
Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 

+/- 100 to 400

 

+/- 4

 

+/- 401 to 700

 

+/- 5

 

+/- 701 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Multi-Cap Value Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2020 to January 31, 2021, performance fees were $(165), $(46) and $(1) for Fund Shares Institutional Shares, and Class A, respectively, in thousands. Performance adjustments were (0.05)%, (0.04)% and (0.05)% for Fund Shares, Institutional Shares, and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing, and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10% and 0.15% of average daily net assets for Fund Shares, Institutional Shares and Class A, respectively. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of


20



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to VCTA for the six months ended January 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended January 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended January 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least November 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the


21



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

Fund's business are excluded from the expense limits. As of January 31, 2021, the expense limits (excluding voluntary waivers) are 0.96%, 0.88% and 1.27% for Fund Shares, Institutional Shares and Class A, respectively.

Under this expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of January 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at January 31, 2021.

Expires
July 31, 2022
  Expires
July 31, 2023
  Expires
July 31, 2024
 

Total

 
$

3

   

$

117

   

$

66

   

$

186

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects


22



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Investment Style Risk — The Fund uses a value-oriented investment strategy to select investments. The strategy may be out of favor or may not produce the intended results over short or longer time periods. The strategy may, at times, substantially underperform funds that utilize other investment strategies, such as growth.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

7. Borrowing and Interfund Lending:

Line of Credit:

For the six months ended January 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the six months ended January 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro- rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended January 31, 2021.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is reflected on the Statement of Operations under Interfund lending.


23



USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2021
 

  (Unaudited)

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2021 were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
January 31,
2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

2,787

     

1

     

0.20

%

 

$

2,787

   

*  For the six months ended January 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending July 31, 2021.

At July 31, 2020, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

80,719

   

$

   

$

80,719

   

9. Subsequent Events:

Effective February 12, 2021, Wasif Latif is no longer a portfolio manager of the Fund.


24



USAA Mutual Funds Trust

  Supplemental Information
January 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2020 through January 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
8/1/20
  Actual
Ending
Account
Value
1/31/21
  Hypothetical
Ending
Account
Value
1/31/21
  Actual
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Hypothetical
Expenses
Paid
During
Period
8/1/20-
1/31/21*
  Annualized
Expense
Ratio
During
Period
8/1/20-
1/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,162.20

   

$

1,020.57

   

$

5.01

   

$

4.69

     

0.92

%

 

Institutional Shares

   

1,000.00

     

1,163.20

     

1,020.97

     

4.58

     

4.28

     

0.84

%

 

Class A

   

1,000.00

     

1,160.20

     

1,019.00

     

6.70

     

6.26

     

1.23

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


25



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

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

USAA Value Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


26



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate — which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements — was above the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and below the median of its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance. The Board also considered management's discussion of recent changes made to the Fund.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


27



USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2021
 

  (Unaudited)

allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


28



Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.



P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40847-0321



(b) Not applicable

 

Item 2. Code of Ethics.

 

Not applicable – only for annual reports

 

Item 3. Audit Committee Financial Expert.

 

Not applicable – only for annual reports

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable – only for annual reports

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)  Not applicable.

 

(b)  Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 

Item 11. Controls and Procedures.

 

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)  Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)  Certifications pursuant to Rule 30a-2(b) are attached hereto.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

(Registrant) USAA Mutual Fund Trust  

  

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

  

Date April 1, 2021  

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Christopher K. Dyer  
  Christopher K. Dyer, Principal Executive Officer  

  

Date April 1, 2021  

   

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

  

Date April 1, 2021