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, 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: May 31

Date of reporting period: May 31, 2021

Item 1. Reports to Stockholders.

MAY 31, 2021

Annual Report

USAA Cornerstone Moderately
Conservative Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
Financial Statements
Statement of Assets and Liabilities	21
Statement of Operations	22
Statements of Changes in Net Assets	23
Financial Highlights	24
Notes to Financial Statements	26
Report of Independent Registered Public Accounting Firm	38
Supplemental Information (Unaudited)	39
Trustees' and Officers' Information	39
Proxy Voting and Portfolio Holdings Information	45
Expense Example	45
Additional Federal Income Tax Information	46
Advisory Contract Agreement	47
Liquidity Risk Management Program	50
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Cornerstone Moderately Conservative Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Cornerstone Moderately Conservative Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Cornerstone Moderately Conservative Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 16.30%. This compares to returns of 1.22% for the Bloomberg Barclays U.S. Universal Index and 16.79% for the Cornerstone Moderately Conservative Composite Index.

•  What strategies did you employ during the reporting period?

The Fund delivered strong positive total returns during the reporting period as equity markets rebounded sharply off the market lows produced during the COVID-induced sell off early last year. All major equity asset classes participated in the rally with U.S. small-cap and emerging market stocks leading the way. The Fund's allocation to fixed income produced small positive returns. Despite the double-digit total returns, the Fund slightly underperformed the Cornerstone Moderately Conservative Composite Index.

Positive contributors to the relative performance included an overweight to emerging market stocks. The Fund also benefitted from a tactical underweight to fixed-income securities as the sharp increase in interest rates weighed on bond prices particularly during the first quarter of 2021. Security selection in the Fund's underlying fixed-income portfolio added value due to an overweight to credit-oriented securities.

These positive drivers were offset by weakness in the security selection within the U.S large-cap portion of the portfolio, primarily driven by the resurgence of what we believe are lower-quality stocks, which experienced a sharp relief rally following the rollout of the vaccine. Additionally, the Fund's commodity exposure was weighted more heavily towards gold-related securities, which underperformed a more diversified basket. A tactical underweight to real estate investment trusts also detracted slightly from performance.

Thank you for allowing us to assist you with your investment needs.

5

USAA Mutual Funds Trust

USAA Cornerstone Moderately Conservative Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	6/8/12
	Net Asset Value			Bloomberg Barclays U.S. Universal Index1			Cornerstone Moderately Conservative Composite Index2
One Year		16.30	%		1.22	%		16.79	%
Five Year		6.65	%		3.69	%		8.07	%
Since Inception		5.83	%		3.32	%		7.11	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Cornerstone Moderately Conservative Fund — Growth of $10,000

*The performance of the Bloomberg Barclays U.S. Universal Index and Cornerstone Moderately Conservative Composite Index is calculated from the end of the month, May 31, 2012, while the inception date of the USAA Cornerstone Moderately Conservative Fund is June 8, 2012. There may be a slight variation of performance numbers because of this difference.

¹The unmanaged Bloomberg Barclays U.S. Universal Index is an index that represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield Index, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index and the non-ERISA eligible portion of the CMBS Index. The index covers USD-denominated, taxable bonds that are rated either investment-grade or below-investment-grade. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Cornerstone Moderately Conservative Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) Gross (23%), the MSCI ACWI ex USA IMI Net (15%), the Bloomberg Barclays U.S. Universal Index (58%), the Bloomberg Commodity Index Total Return (1%), the MSCI U.S. Real Estate Investment Trust (REIT) Index Gross (1%), and the Bloomberg Barclays U.S. Treasury—Bills (1—3M) (2%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks current income with a secondary focus on capital appreciation.

Asset Allocation*:

May 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%.

7

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (1.8%)
Americredit Automobile Receivables Trust, Series 2018-1, Class C, 3.50%, 1/18/24, Callable 8/18/22 @ 100	$	480	$	492
Americredit Automobile Receivables Trust, Series 2018-2, Class A3, 3.15%, 3/20/23, Callable 10/18/22 @ 100		19		19
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24, Callable 6/20/23 @ 100 (a)		806		815
Canadian Pacer Auto Receivables Trust, Series 2018-1A, Class C, 3.82%, 4/19/24, Callable 6/19/21 @ 100 (a)		263		264
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25, Callable 8/15/23 @ 100		137		142
Credit Acceptance Auto Loan Trust, Series 2018-3A, Class A, 3.55%, 8/15/27, Callable 10/15/21 @ 100 (a)		4		4
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26, Callable 8/15/22 @ 100		139		143
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24, Callable 5/15/23 @ 100 (a)		110		111
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24, Callable 4/15/22 @ 100 (a)		110		113
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24, Callable 4/15/23 @ 100 (a)		207		210
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31, Callable 2/15/25 @ 100 (a)		143		150
Hertz Vehicle Financing II LP, Series 2019-3A, Class A, 2.67%, 12/26/25 (a)		21		21
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable 6/20/22 @ 100 (a)		97		99
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30, Callable 2/20/23 @ 100 (a)		55		56
Navient Student Loan Trust, Series 2015-2, Class B, 1.59% (LIBOR01M+150bps), 8/25/50, Callable 8/25/29 @ 100 (b)		200		200
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 10/20/27 @ 100 (a)		66		68
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 5/20/25 @ 100 (a)		107		109
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49, Callable 11/17/21 @ 100 (a)		392		401
Westlake Automobile Receivables Trust, Series 2020-1A, Class B, 1.94%, 4/15/25, Callable 4/15/23 @ 100 (a)		358		363
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%, 1/16/24, Callable 1/15/22 @ 100 (a)		263		265
Total Asset-Backed Securities (Cost $3,969)				4,045
Collateralized Mortgage Obligations (1.0%)
Banc of America Commercial Mortgage Trust, Series 2006-3, Class AM, 5.66%, 7/10/44 (c)		155		22
Banc of America Commercial Mortgage Trust, Series 2008-1, Class AJ, 6.57%, 2/10/51 (c)		26		26
Benchmark Mortgage Trust, Series 2020-B17, Class ASB, 2.18%, 3/15/53, Callable 11/15/29 @ 100		143		147

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.61% (LIBOR01M+250bps), 10/7/21 (a) (b)	$	320	$	320
BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41 (a)		132		141
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AAB, 2.61%, 1/15/53, Callable 11/15/29 @ 100		143		152
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A, 2.65%, 12/10/41 (a)		215		220
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		140		149
COMM Mortgage Trust, Series 2019-GC44, Class ASB, 2.87%, 8/15/57, Callable 5/15/29 @ 100		215		231
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL, 0.29% (LIBOR01M+19bps), 2/15/40 (b)		3		3
CSAIL Commercial Mortgage Trust, Series 2016-C6, Class XA, 1.91%, 1/15/49, Callable 11/15/25 @ 100 (c) (d)		2,169		148
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)		500		514
GS Mortgage Securities Trust, Series 2020-GC45, Class AAB, 2.84%, 2/13/53, Callable 9/13/29 @ 100		77		83
Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (a)		87		89
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.05%, 5/10/45, Callable 4/10/22 @ 100 (a) (c) (d)		2,369		18
Total Collateralized Mortgage Obligations (Cost $2,392)				2,263
Common Stocks (13.8%)
Communication Services (1.3%):
Alphabet, Inc. Class C (e)		419		1,010
AT&T, Inc.		6,294		185
Comcast Corp. Class A		7,294		418
Facebook, Inc. Class A (e)		1,030		339
Match Group, Inc. (e)		973		140
Pinterest, Inc. Class A (e)		2,383		156
Sirius XM Holdings, Inc. (f)		21,360		133
Snap, Inc. Class A (e)		2,680		166
Verizon Communications, Inc.		6,989		395
				2,942
Consumer Discretionary (1.1%):
Aptiv PLC (e)		996		150
AutoZone, Inc. (e)		96		135
Best Buy Co., Inc.		1,181		137
eBay, Inc.		2,545		155
Ford Motor Co. (e)		12,920		188
General Motors Co. (e)		2,657		157
Lennar Corp. Class A		1,361		135
Lowe's Cos., Inc.		1,726		336
O'Reilly Automotive, Inc. (e)		261		140
Roku, Inc. (e)		456		158
Target Corp. (g)		1,555		353

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Tesla, Inc. (e)		395	$	247
The Home Depot, Inc.		687		219
				2,510
Consumer Staples (0.9%):
Altria Group, Inc.		9,838		484
Archer-Daniels-Midland Co.		2,265		151
Colgate-Palmolive Co.		1,802		151
Keurig Dr Pepper, Inc.		3,994		148
Monster Beverage Corp. (e)		1,639		155
Philip Morris International, Inc.		3,679		355
The Clorox Co.		783		138
The Estee Lauder Cos., Inc.		497		152
Tyson Foods, Inc. Class A		1,820		145
Walgreens Boots Alliance, Inc.		2,872		151
				2,030
Energy (0.3%):
Chevron Corp.		1,808		188
ConocoPhillips		5,636		314
Marathon Petroleum Corp.		2,526		156
				658
Financials (1.8%):
AGNC Investment Corp.		462		9
Annaly Capital Management, Inc.		1,158		11
Aon PLC Class A		586		148
Berkshire Hathaway, Inc. Class B (e)		850		246
BlackRock, Inc.		211		185
Capital One Financial Corp.		2,036		327
Citigroup, Inc.		2,429		191
Fifth Third Bancorp		3,520		148
KeyCorp		6,154		142
MetLife, Inc.		4,568		299
Morgan Stanley		3,955		360
MSCI, Inc.		300		140
Prudential Financial, Inc.		2,868		307
S&P Global, Inc.		413		157
SVB Financial Group (e)		494		288
T. Rowe Price Group, Inc.		777		149
The Allstate Corp.		1,125		154
The Goldman Sachs Group, Inc.		933		347
The Progressive Corp.		1,457		144
Wells Fargo & Co.		4,075		190
				3,942
Health Care (2.7%):
Abbott Laboratories		1,651		193
AbbVie, Inc.		1,699		192
Agilent Technologies, Inc.		1,077		149
Align Technology, Inc. (e)		247		146
Amgen, Inc.		1,408		335
Anthem, Inc.		421		168

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Biogen, Inc. (e)		1,095	$	293
Bristol-Myers Squibb Co.		2,803		184
Cigna Corp.		639		165
CVS Health Corp.		2,025		175
Danaher Corp.		700		179
Eli Lilly & Co.		923		184
Gilead Sciences, Inc. (g)		2,474		164
HCA Healthcare, Inc.		1,476		317
IDEXX Laboratories, Inc. (e)		542		302
IQVIA Holdings, Inc. (e)		648		156
Johnson & Johnson (g)		3,027		512
Merck & Co., Inc.		2,377		180
Mettler-Toledo International, Inc. (e)		226		294
Pfizer, Inc.		5,072		196
Stryker Corp.		646		165
Thermo Fisher Scientific, Inc.		403		189
UnitedHealth Group, Inc.		1,759		725
Waters Corp. (e)		462		149
Zoetis, Inc.		926		164
				5,876
Industrials (1.5%):
3M Co.		1,686		342
Carrier Global Corp.		3,362		154
Caterpillar, Inc.		733		177
CSX Corp.		1,568		157
Cummins, Inc.		571		147
Deere & Co.		436		158
Eaton Corp. PLC		2,114		307
Fastenal Co.		2,703		143
General Dynamics Corp.		789		150
Illinois Tool Works, Inc.		656		152
Johnson Controls International PLC		2,334		155
Lockheed Martin Corp.		848		324
Northrop Grumman Corp.		424		155
Otis Worldwide Corp.		1,851		145
PACCAR, Inc.		1,588		145
Rockwell Automation, Inc.		544		144
Trane Technologies PLC		832		155
W.W. Grainger, Inc.		306		142
				3,252
Information Technology (3.2%):
Accenture PLC Class A		633		179
Adobe, Inc. (e)		390		197
Apple, Inc.		10,947		1,364
Applied Materials, Inc.		2,515		347
Broadcom, Inc.		819		387
Cadence Design Systems, Inc. (e)		1,147		146
CDW Corp.		809		134
Cisco Systems, Inc.		7,563		400
Cognizant Technology Solutions Corp. Class A		1,916		137

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
HP, Inc.		12,825	$	375
Intel Corp.		3,388		193
International Business Machines Corp.		1,203		173
Intuit, Inc.		400		176
Lam Research Corp.		503		327
Mastercard, Inc. Class A		612		221
Micron Technology, Inc. (e)		1,879		158
Microsoft Corp. (g)		2,459		614
NVIDIA Corp.		390		253
NXP Semiconductors NV		762		161
Oracle Corp.		2,225		175
Square, Inc. Class A (e)		672		149
TE Connectivity Ltd.		1,099		149
Texas Instruments, Inc.		1,912		363
VeriSign, Inc. (e)		662		146
VMware, Inc. Class A (e) (f)		880		139
				7,063
Materials (0.3%):
Dow, Inc.		2,309		158
International Paper Co.		2,389		151
LyondellBasell Industries NV Class A		1,306		147
PPG Industries, Inc.		818		147
The Sherwin-Williams Co.		541		153
				756
Real Estate (0.4%):
Alexandria Real Estate Equities, Inc.		105		19
American Tower Corp.		367		94
AvalonBay Communities, Inc.		117		24
Boston Properties, Inc.		123		14
Camden Property Trust		80		10
CBRE Group, Inc. Class A (e)		277		24
Crown Castle International Corp.		365		69
Digital Realty Trust, Inc.		226		34
Duke Realty Corp.		308		14
Equinix, Inc.		74		55
Equity LifeStyle Properties, Inc.		145		10
Equity Residential		308		24
Essex Property Trust, Inc.		54		16
Extra Space Storage, Inc.		109		16
Healthpeak Properties, Inc.		441		15
Host Hotels & Resorts, Inc. (e)		570		10
Invitation Homes, Inc.		469		17
Iron Mountain, Inc.		241		11
Medical Properties Trust, Inc.		476		10
Mid-America Apartment Communities, Inc.		95		15
Omega Healthcare Investors, Inc.		190		7
Prologis, Inc.		615		73
Public Storage		133		38
Realty Income Corp.		290		20
Regency Centers Corp.		142		9

See notes to financial statements.

12

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May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
SBA Communications Corp.		92	$	27
Simon Property Group, Inc.		280		36
Sun Communities, Inc.		83		14
UDR, Inc.		245		12
Ventas, Inc.		311		17
VEREIT, Inc.		178		8
VICI Properties, Inc.		440		14
Vornado Realty Trust		133		6
Welltower, Inc.		346		26
Weyerhaeuser Co.		611		23
WP Carey, Inc.		145		11
				842
Utilities (0.3%):
Exelon Corp.		3,311		150
NextEra Energy, Inc. (g)		2,405		176
NRG Energy, Inc.		3,983		128
The AES Corp.		10,824		275
				729
Total Common Stocks (Cost $23,048)				30,600
Preferred Stocks (0.5%)
Communication Services (0.2%):
Qwest Corp., 6.50%, 9/1/56		20,000		507
Financials (0.3%):
Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (h)		27,414		610
Total Preferred Stocks (Cost $1,190)				1,117
Corporate Bonds (11.2%)
Communication Services (0.2%):
Fox Corp., 3.05%, 4/7/25, Callable 3/7/25 @ 100	$	102		109
The Walt Disney Co., 2.20%, 1/13/28		94		97
T-Mobile USA, Inc., 3.88%, 4/15/30, Callable 1/15/30 @ 100		257		282
				488
Consumer Discretionary (0.3%):
AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100		85		100
Hasbro, Inc., 3.55%, 11/19/26, Callable 9/19/26 @ 100		172		189
Nordstrom, Inc., 4.38%, 4/1/30, Callable 1/1/30 @ 100 (f)		143		147
VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100		106		111
				547
Consumer Staples (0.9%):
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%, 2/1/36, Callable 8/1/35 @ 100		358		427
Kraft Heinz Foods Co., 3.75%, 4/1/30, Callable 1/1/30 @ 100		161		172
McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100		62		63
PepsiCo, Inc., 2.25%, 3/19/25, Callable 2/19/25 @ 100		332		351
Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100		83		106

See notes to financial statements.

13

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May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
The Coca-Cola Co., 2.00%, 3/5/31	$	500	$	497
Unilever Capital Corp., 2.60%, 5/5/24, Callable 3/5/24 @ 100		350		372
				1,988
Energy (1.6%):
Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)		273		287
Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @ 100		350		377
Enbridge Energy Partners LP, 7.38%, 10/15/45, Callable 4/15/45 @ 100 (g)		650		991
Enterprise Products Operating LLC, 2.80%, 1/31/30, Callable 10/31/29 @ 100		215		224
Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100 (g)		357		385
Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)		89		89
Marathon Petroleum Corp., 4.70%, 5/1/25, Callable 4/1/25 @ 100		99		112
Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)		209		220
National Oilwell Varco, Inc., 3.60%, 12/1/29, Callable 9/1/29 @ 100		286		298
Occidental Petroleum Corp., 4.40%, 8/15/49, Callable 2/15/49 @ 100		143		121
ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100		89		113
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%, 3/1/30, Callable 3/1/25 @ 102.75		143		155
Western Midstream Operating LP, 4.35%, 2/1/25, Callable 1/1/25 @ 100		151		158
				3,530
Financials (4.0%):
AmTrust Financial Services, Inc., 6.13%, 8/15/23		332		337
Ares Capital Corp., 3.63%, 1/19/22, Callable 12/19/21 @ 100 (g)		350		356
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable 11/20/24 @ 100 (b)		184		190
BBVA USA, 3.88%, 4/10/25, Callable 3/10/25 @ 100		100		110
Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)		209		203
Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100		215		219
Cullen/Frost Capital Trust II, 1.74% (LIBOR03M+155bps), 3/1/34, Callable 7/12/21 @ 100 (b)		1,000		961
First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100		106		130
First Maryland Capital I, 1.18% (LIBOR03M+100bps), 1/15/27, Callable 7/12/21 @ 100 (b)		100		96
Glencore Funding LLC, 2.50%, 9/1/30, Callable 6/1/30 @ 100 (a)		244		239
Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)		184		198
HSB Group, Inc., 1.09% (LIBOR03M+91bps), 7/15/27, Callable 7/12/21 @ 100 (b)		550		499
Hyundai Capital America, 3.75%, 7/8/21 (a) (g)		700		702
JPMorgan Chase & Co., 2.52% (SOFR+204bps), 4/22/31, Callable 4/22/30 @ 100 (b)		124		126
KeyCorp, 2.25%, 4/6/27, MTN		215		224
Level 3 Financing, Inc., 3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)		287		305
Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100		140		150
Nationwide Mutual Insurance Co., 2.47% (LIBOR03M+229bps), 12/15/24, Callable 7/12/21 @ 100 (a) (b)		1,100		1,096
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @ 100 (b)		52		56
PPL Capital Funding, Inc., 4.13%, 4/15/30, Callable 1/15/30 @ 100		141		160
Prudential Financial, Inc., 5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)		600		649
Regions Financial Corp., 2.25%, 5/18/25, Callable 4/18/25 @ 100		158		165
Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100		88		95

See notes to financial statements.

14

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May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b)	$	250	$	259
Texas Capital Bank NA, 5.25%, 1/31/26		143		153
The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100		43		47
Truist Bank, 0.83% (LIBOR03M+67bps), 5/15/27, Callable 7/12/21 @ 100 (b)		1,000		971
Wells Fargo & Co., 2.19% (SOFR+200bps), 4/30/26, Callable 4/30/25 @ 100 (b)		159		166
				8,862
Health Care (0.7%):
AbbVie, Inc., 3.20%, 11/21/29, Callable 8/21/29 @ 100		287		309
CVS Health Corp., 3.25%, 8/15/29, Callable 5/15/29 @ 100 (g)		534		575
DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100		158		167
Duke University Health System, Inc., 2.60%, 6/1/30		105		109
HCA, Inc., 5.13%, 6/15/39, Callable 12/15/38 @ 100		358		437
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (a)		52		53
				1,650
Industrials (1.3%):
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100		215		221
Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100		107		109
Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100		106		112
CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)		47		47
Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100		215		229
Georgia-Pacific LLC, 2.10%, 4/30/27, Callable 2/28/27 @ 100 (a)		248		257
IDEX Corp., 3.00%, 5/1/30, Callable 2/1/30 @ 100		248		259
Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100		143		144
Penske Truck Leasing Co. LP/PTL Finance Corp., 4.00%, 7/15/25, Callable 6/15/25 @ 100 (a)		141		156
Ryder System, Inc., 2.90%, 12/1/26, MTN, Callable 10/1/26 @ 100		358		384
Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100		114		133
The Boeing Co., 5.71%, 5/1/40, Callable 11/1/39 @ 100		212		265
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable 9/15/29 @ 100		325		342
United Airlines Pass Through Trust, 2.90%, 11/1/29		287		280
				2,938
Information Technology (0.5%):
Amphenol Corp., 2.80%, 2/15/30, Callable 11/15/29 @ 100		300		311
HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100		161		172
Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100		47		48
Microsoft Corp., 3.45%, 8/8/36, Callable 2/8/36 @ 100		466		523
				1,054
Materials (0.2%):
Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100		86		88
Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)		44		47
LYB International Finance III LLC, 3.38%, 5/1/30, Callable 2/1/30 @ 100		124		133
Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100		141		155
WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)		80		83
				506
Real Estate (0.6%):
AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/15/30 @ 100		211		213
Boston Properties LP, 3.25%, 1/30/31, Callable 10/30/30 @ 100		93		98
Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100		250		250

See notes to financial statements.

15

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May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100	$	52	$	55
Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100		44		45
Mid-America Apartments LP, 2.75%, 3/15/30, Callable 12/15/29 @ 100		358		368
SBA Tower Trust, 2.84%, 1/15/25 (a)		173		181
VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29, Callable 12/1/24 @ 102.31 (a)		33		35
				1,245
Utilities (0.9%):
AEP Texas, Inc., 3.45%, 1/15/50, Callable 7/15/49 @ 100		251		252
Alabama Power Co., 3.85%, 12/1/42		215		239
Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100		71		77
Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100		215		242
Exelon Generation Co. LLC, 3.25%, 6/1/25, Callable 5/1/25 @ 100		158		170
IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100		161		180
ITC Holdings Corp., 2.95%, 5/14/30, Callable 2/14/30 @ 100 (a)		158		165
National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @ 100		211		245
Union Electric Co., 2.95%, 3/15/30, Callable 12/15/29 @ 100		357		379
				1,949
Total Corporate Bonds (Cost $23,240)				24,757
Yankee Dollars (1.2%)
Consumer Staples (0.1%):
Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)		143		148
Energy (0.0%): (i)
Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100		123		131
Financials (0.5%):
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand, 5.38%, 4/17/25 (a)		101		115
Barclays PLC, 2.85% (LIBOR03M+245bps), 5/7/26, Callable 5/7/25 @ 100 (b)		212		225
Deutsche Bank AG, 3.96% (SOFR+258bps), 11/26/25, Callable 11/26/24 @ 100 (b)		215		234
Diageo Capital PLC, 2.13%, 4/29/32, Callable 1/29/32 @ 100		248		244
Royal Bank of Canada, 1.60%, 4/17/23, MTN		248		254
				1,072
Industrials (0.2%):
CK Hutchison International 19 II Ltd., 2.75%, 9/6/29, Callable 6/6/29 @ 100 (a)		300		309
Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)		95		101
Heathrow Funding Ltd., 4.88%, 7/15/21 (a)		142		143
				553
Materials (0.4%):
Anglo American Capital PLC, 5.63%, 4/1/30, Callable 1/1/30 @ 100 (a)		133		162
Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)		214		222
CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)		159		165
Teck Resources Ltd., 6.13%, 10/1/35		230		289
				838
Total Yankee Dollars (Cost $2,590)				2,742

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Municipal Bonds (0.8%)
Florida (0.1%):
County of Broward Florida Airport System Revenue, Series C, 2.50%, 10/1/28	$	143	$	150
Louisiana (0.0%): (i)
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue, 1.55%, 2/1/27		140		141
New Jersey (0.1%):
North Hudson Sewerage Authority Revenue, 2.88%, 6/1/28		72		76
Rutgers The State University of New Jersey Revenue, Series S, 2.01%, 5/1/32		85		82
				158
New York (0.0%): (i)
New York State Thruway Authority Revenue, Series M, 2.55%, 1/1/28		83		88
Pennsylvania (0.2%):
State Public School Building Authority Revenue, 3.05%, 4/1/28		143		144
University of Pittsburgh-of The Commonwealth System of Higher Education Revenue Series C, 2.53%, 9/15/31		145		151
Series C, 2.58%, 9/15/32		70		73
Series C, 2.63%, 9/15/33		145		150
				518
Texas (0.4%):
City of Houston Texas Combined Utility System Revenue, 3.72%, 11/15/28		180		208
City of San Antonio Texas, GO, 1.76%, 2/1/31, Continuously Callable @100		130		130
Dallas Fort Worth International Airport Revenue, Series C, 1.75%, 11/1/27		85		86
Harris County Cultural Education Facilities Finance Corp. Revenue, Series B, 2.81%, 5/15/29		145		152
State of Texas, GO, 3.00%, 4/1/28		215		238
				814
Total Municipal Bonds (Cost $1,803)				1,869
U.S. Government Agency Mortgages (3.2%)
Federal Home Loan Mortgage Corporation Series K047, Class A2, 3.33%, 5/25/25 (c)		1,100		1,206
3.50%, 4/1/46-4/1/48		1,928		2,049
3.00%, 10/1/46-3/1/47		3,445		3,626
				6,881
Federal National Mortgage Association
Series 2016-M2, Class AV2, 2.15%, 1/25/23		258		261
Total U.S. Government Agency Mortgages (Cost $6,815)				7,142
U.S. Treasury Obligations (10.4%)
U.S. Treasury Bonds 3.13%, 8/15/44		700		815
3.00%, 8/15/48 (g)		1,000		1,152
2.38%, 11/15/49		1,000		1,023

See notes to financial statements.

17

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May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
U.S. Treasury Notes 1.63%, 11/15/22	$	2,000	$	2,044
2.00%, 2/15/23		618		637
1.63%, 4/30/23		3,800		3,908
2.50%, 5/15/24		1,500		1,598
2.25%, 11/15/25		6,200		6,634
1.63%, 2/15/26		2,000		2,083
2.25%, 2/15/27		1,000		1,072
2.38%, 5/15/27 (g)		2,000		2,158
Total U.S. Treasury Obligations (Cost $21,807)				23,124
Commercial Paper (0.6%)
Ameren Corp., 0.52%, 6/1/21 (j)		500		500
Eaton Corp., 0.23%, 6/4/21 (a) (j)		250		250
Hannover Funding Co. LLC, 0.35%, 6/2/21 (a) (j)		600		600
Total Commercial Paper (Cost $1,350)				1,350
Exchange-Traded Funds (42.7%)
Invesco DB Commodity Index Tracking Fund (e)		22,900		426
Invesco FTSE RAFI Developed Markets ex-US ETF		35,176		1,739
Invesco FTSE RAFI Emerging Markets ETF		86,305		2,042
iShares 7-10 Year Treasury Bond ETF (f)		33,340		3,814
iShares Core MSCI Emerging Markets ETF		88,671		5,910
iShares Core S&P 500 ETF		20,486		8,638
iShares Core S&P Small-Cap ETF		5,458		616
iShares Core US Aggregate Bond ETF		96,272		11,028
iShares MSCI Canada ETF (f)		39,072		1,479
iShares MSCI International Momentum Factor ETF		57,626		2,288
iShares MSCI International Quality Factor ETF (f)		61,990		2,443
iShares Russell 2000 ETF (f)		4,675		1,054
JPMorgan BetaBuilders Canada ETF		8,551		561
Schwab Fundamental Emerging Markets Large Co. Index ETF		160,268		5,193
Schwab Fundamental International Large Co. Index ETF		237,343		8,124
Schwab Fundamental International Small Co. Index ETF		50,100		1,999
SPDR Bloomberg Barclays High Yield Bond ETF (f) (g)		5,106		556
SPDR Gold Shares (e)		2,632		469
SPDR S&P Emerging Markets SmallCap ETF		7,496		446
U.S. Oil Fund LP (e) (f)		8,673		394
Vanguard FTSE All-World ex-US ETF		46,063		2,958
Vanguard FTSE Developed Markets ETF		157,581		8,260
Vanguard FTSE Europe ETF		16,733		1,154
Vanguard Mortgage-Backed Securities ETF		42,318		2,262
Vanguard Real Estate ETF		9,799		979
Vanguard S&P 500 ETF (g)		8,129		3,139
Vanguard Short-Term Bond ETF (f)		14,239		1,173
Vanguard Short-Term Corporate Bond ETF (e)		12,478		1,034
Vanguard Small-Cap Value ETF (g)		16,475		2,901
Vanguard Total Bond Market ETF		98,542		8,402
Vanguard Total Stock Market ETF (g)		8,376		1,827

See notes to financial statements.

18

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USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		5,259	$	284
Xtrackers USD High Yield Corporate Bond ETF (f)		28,050		1,122
Total Exchange-Traded Funds (Cost $77,975)				94,714
Affiliated Exchange-Traded Funds (12.4%)
VictoryShares USAA Core Intermediate-Term Bond ETF		452,000		24,121
VictoryShares USAA Core Short-Term Bond ETF		54,683		2,838
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)		9,770		503
Total Affiliated Exchange-Traded Funds (Cost $27,740)				27,462
Collateral for Securities Loaned^ (5.7%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (k)		2,685,517		2,685
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (k)		3,196,255		3,196
HSBC U.S. Government Money Market Fund I Shares, 0.03% (k)		6,696,692		6,697
Total Collateral for Securities Loaned (Cost $12,578)				12,578
Total Investments (Cost $206,497) — 105.3%				233,763
Liabilities in excess of other assets — (5.3)%				(11,871	)
NET ASSETS — 100.00%			$	221,892

At May 31, 2021, the Fund's investments in foreign securities were 21.4% 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 May 31, 2021, the fair value of these securities was $10,995 (thousands) and amounted to 5.0% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of May 31, 2021.

(c)  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 May 31, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

(g)  All or a portion of this security has been segregated as collateral for derivative instruments.

(h)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.3% of net assets.

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

(j)  Rate represents the effective yield at May 31, 2021.

(k)  Rate disclosed is the daily yield on May 31, 2021.

See notes to financial statements.

19

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May 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.

ETF — Exchange-Traded Fund

GO — General Obligation

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of May 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of May 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

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Swiss Market Index Futures		18	6/18/21	$	2,070,127	$	2,287,233	$	150,057

Futures Contracts Sold

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		59	6/18/21	$	2,728,903	$	2,925,037	$	(136,864	)
FTSE 100 Index Futures		29	6/18/21		2,692,029		2,890,042		(136,121	)
								$	(272,985	)
Total unrealized appreciation								$	150,057
Total unrealized depreciation									(272,985	)
Total net unrealized appreciation (depreciation)								$	(122,928	)

See notes to financial statements.

20

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Cornerstone Moderately Conservative Fund
Assets:
Affiliated investments, at value (Cost $27,740)	$	27,462
Unaffiliated investments, at value (Cost $178,757)		206,301	(a)
Cash		528
Deposit with brokers for futures contracts		586
Receivables:
Interest and dividends		375
Capital shares issued		77
Investments sold		310
Variation margin on open futures contracts		19
From Adviser		32
Prepaid expenses		14
Total Assets		235,704
Liabilities:
Payables:
Collateral received on loaned securities		12,578
Collateral received from brokers for futures contract		908
Capital shares redeemed		84
Variation margin on open futures contracts		25
Accrued expenses and other payables:
Investment advisory fees		94
Administration fees		28
Custodian fees		3
Transfer agent fees		39
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		52
Total Liabilities		13,812
Net Assets:
Capital		187,203
Total accumulated earnings/(loss)		34,689
Net Assets	$	221,892
Shares (unlimited number of shares authorized with no par value):		17,422
Net asset value, offering and redemption price per share: (c)	$	12.74

(a)  Includes $12,260 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.

21

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Cornerstone Moderately Conservative Fund
Investment Income:
Income distributions from affiliated funds	$	244
Dividends		2,491
Interest		2,299
Securities lending (net of fees)		46
Total Income		5,080
Expenses:
Investment advisory fees		1,129
Administration fees		339
Sub-Administration fees		72
Custodian fees		27
Transfer agent fees		543
Trustees' fees		50
Compliance fees		1
Legal and audit fees		53
State registration and filing fees		27
Other expenses		69
Total Expenses		2,310
Expenses waived/reimbursed by Adviser		(282	)
Net Expenses		2,028
Net Investment Income (Loss)		3,052
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from unaffiliated investment securities and foreign currency translations		9,191
Capital gain distributions received from affiliated funds		20
Net realized gains (losses) from futures contracts		(361	)
Net change in unrealized appreciation/depreciation on affiliated funds		(169	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		22,525
Net change in unrealized appreciation/depreciation on futures contracts		(123	)
Net realized/unrealized gains (losses) on investments		31,083
Change in net assets resulting from operations	$	34,135

See notes to financial statements.

22

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Moderately Conservative Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	3,052		$	4,698
Net realized gains (losses) from investments		8,850			450
Net change in unrealized appreciation/depreciation on investments		22,233			3,478
Change in net assets resulting from operations		34,135			8,626
Change in net assets resulting from distributions to shareholders		(3,777	)		(5,060	)
Change in net assets resulting from capital transactions		(29,253	)		(9,263	)
Change in net assets		1,105			(5,697	)
Net Assets:
Beginning of period		220,787			226,484
End of period	$	221,892		$	220,787
Capital Transactions:
Proceeds from shares issued	$	24,253		$	32,147
Distributions reinvested		3,582			4,808
Cost of shares redeemed		(57,088	)		(46,218	)
Change in net assets resulting from capital transactions	$	(29,253	)	$	(9,263	)
Share Transactions:
Issued		2,002			2,879
Reinvested		303			429
Redeemed		(4,710	)		(4,182	)
Change in Shares		(2,405	)		(874	)

See notes to financial statements.

23

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 Cornerstone Moderately Conservative Fund
Year Ended:
May 31, 2021	$	11.14		0.16	(b)		1.64			1.80		(0.17	)		(0.03	)
May 31, 2020	$	10.94		0.23	(b)		0.22			0.45		(0.23	)		(0.02	)
May 31, 2019	$	11.29		0.24			(0.14	)		0.10		(0.24	)		(0.21	)
May 31, 2018	$	11.34		0.21			0.23			0.44		(0.21	)		(0.28	)
May 31, 2017	$	10.67		0.23			0.68			0.91		(0.24	)		—

*  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 June 30, 2023, 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)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(c)  Reflects increased usage of quantitative investment strategies.

See notes to financial statements.

24

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Cornerstone Moderately Conservative Fund
Year Ended:
May 31, 2021		(0.20	)	$	12.74		16.30	%		0.90	%		1.35	%		1.02	%	$	221,892		52	%
May 31, 2020		(0.25	)	$	11.14		4.09	%		0.90	%		2.05	%		1.02	%	$	220,787		84	%
May 31, 2019		(0.45	)	$	10.94		0.99	%		0.90	%		2.22	%		1.08	%	$	226,484		77	%(c)
May 31, 2018		(0.49	)	$	11.29		3.89	%		0.90	%		1.84	%		1.07	%	$	221,721		45	%
May 31, 2017		(0.24	)	$	11.34		8.65	%		0.90	%		2.12	%		1.09	%	$	209,270		55	%

See notes to financial statements.

25

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Cornerstone Moderately Conservative Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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 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

26

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of May 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	$	—		$	4,045	$	—	$	4,045
Collateralized Mortgage Obligations		—			2,263		—		2,263
Common Stocks		30,600			—		—		30,600
Preferred Stocks		507			610		—		1,117
Corporate Bonds		—			24,757		—		24,757
Yankee Dollars		—			2,742		—		2,742
Municipal Bonds		—			1,869		—		1,869
U.S. Government Agency Mortgages		—			7,142		—		7,142
U.S. Treasury Obligations		—			23,124		—		23,124
Commercial Paper		—			1,350		—		1,350
Exchange-Traded Funds		94,714			—		—		94,714
Affiliated Exchange-Traded Funds		27,462			—		—		27,462
Collateral for Securities Loaned		12,578			—		—		12,578
Total	$	165,861		$	67,902	$	—	$	233,763
Other Financial Investments^
Assets:
Futures Contracts	$	150		$	—	$	—	$	150
Liabilities:
Futures Contracts	$	(273	)	$	—	$	—	$	(273	)
Total	$	(123	)	$	—	$	—	$	(123	)

^ Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

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

27

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 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.

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.

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.

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

28

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 and Collateral received from brokers for futures contracts. During the year ended May 31, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

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 May 31, 2021 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	150	$	273

*  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 year ended May 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
Equity Risk Exposure	$	(361	)	$	(123	)

All open derivative positions at year 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 year end is generally representative of the notional amount of open positions to net assets throughout the year.

29

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	12,260	$	—	$	12,578

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.

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 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 year ended May 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)
$	—	$	2,321	$	75

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	112,803	$	122,930	$	—	$	17,172

31

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees 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 year ended May 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. 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 year ended May 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% of average daily net assets of the Fund. Amounts incurred for the year ended May 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 year ended May 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 Fund 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 year ended May 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 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. Amounts incurred and paid to VCTA for the year ended May 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

32

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Distributor and the Trust and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 0.90%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These Adviser fee reimbursements are not available for recoupment. For the year ended May 31, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $36 thousand, of which $19 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	251	$	246	$	497

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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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,

33

USAA Mutual Funds Trust Notes to Financial Statements — continued
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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.

Tactical Allocation Risk — The Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. The Fund's managers will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. The Fund bears the risk that the managers' tactical allocation will not be successful.

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

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

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
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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.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 31, 2021.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 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.

  As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)		Capital
$	1	$	(1	)

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from								Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	3,243	$	534	$	3,777	$	4,774	$	286	$	5,060

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	3,196	$	4,274	$	18	$	7,488	$	27,201	$	34,689

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales, futures, hybrid accruals interest purchased, partnership, and REITs/return of capital.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	206,562	$	28,451	$	(1,250	)	$	27,201

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8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. Transactions in affiliated securities during the year ended May 31, 2021, were as follows (amounts in thousands):

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/21		Dividend Income
VictoryShares USAA Core Intermediate-Term Bond ETF	$	—	$	48,845	$	(24,406	)	$	—	$	16	$	(318	)	$	24,121	$	204
VictoryShares USAA Core Short-Term Bond ETF		—		2,832		—			—		4		6			2,838		28
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		360		—		—			—		—		143			503		12
	$	360	$	51,677	$	(24,406	)	$	—	$	20	$	(169	)	$	27,462	$	244

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Cornerstone Moderately Conservative Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Cornerstone Moderately Conservative Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

   

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

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  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

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  (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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,067.50	$	1,020.44	$	4.64	$	4.53		0.90	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

45

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Long-Term Capital Gain Distributions
	9	%		10	%	$	534

46

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

  (Unaudited)

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

USAA Cornerstone Moderately Conservative 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

47

USAA Mutual Funds Trust Supplemental Information — continued
May 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 below 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 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 for the one-year period ended September 30, 2020, and was below the average of its performance universe for the three- and five-year periods ended September 30, 2020, and was below its Lipper index for the one-, 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 underperformance relative to its peers.

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 waived a portion of its management fees and/or reimbursed certain expenses with respect 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

48

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

  (Unaudited)

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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

49

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

50

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

97447-0721

MAY 31, 2021

Annual Report

USAA Cornerstone Aggressive Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
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
Report of Independent Registered Public Accounting Firm	42
Supplemental Information (Unaudited)	43
Trustees' and Officers' Information	43
Proxy Voting and Portfolio Holdings Information	49
Expense Example	49
Additional Federal Income Tax Information	50
Advisory Contract Agreement	51
Liquidity Risk Management Program	54
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad of challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Cornerstone Aggressive Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Cornerstone Aggressive Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Cornerstone Aggressive Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 32.91%. This compares to returns of 41.85% for the MSCI All-Country World Index and 34.27% for the Cornerstone Aggressive Composite Index.

•  What strategies did you employ during the reporting period?

The Fund delivered strong positive total returns during the reporting period as equity markets rebounded sharply off the market lows produced during the COVID-induced sell off early last year. All major equity asset classes participated in the rally with U.S. small cap and emerging market stocks leading the way. The Fund's allocation to fixed income produced small positive returns. Despite the double-digit total returns, the Fund slightly underperformed the Cornerstone Aggressive Composite Index.

Positive contributors to the relative performance included an overweight to emerging market and small-cap stocks. The Fund also benefitted from a tactical underweight to fixed-income securities as the sharp increase in interest rates weighed on bond prices particularly during the first quarter of 2021. Security selection in the Fund's underlying fixed-income portfolio added value due to an overweight to credit-oriented securities.

These positive drivers were offset by weakness in the security selection within the U.S large-cap portion of the portfolio, primarily driven by the resurgence of what we believe are lower-quality stocks, which experienced a sharp relief rally following the rollout of the vaccine. Additionally, the Fund's commodity exposure was weighted more heavily towards gold-related securities, which underperformed a more diversified basket. A tactical underweight to real estate investment trusts also detracted slightly from performance.

Thank you for allowing us to assist you with your investment needs.

5

USAA Mutual Funds Trust

USAA Cornerstone Aggressive Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	6/8/12
	Net Asset Value			MSCI All-Country World Index1			Cornerstone Aggressive Composite Index2
One Year		32.91	%		41.85	%		34.27	%
Five Year		9.96	%		14.18	%		12.30	%
Since Inception		8.15	%		12.24	%		10.86	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Cornerstone Aggressive Fund — Growth of $10,000

*The performance of the MSCI All-Country World Index and Cornerstone Aggressive Composite Index is calculated from the end of the month, May 31, 2012, while the inception date of the Cornerstone Aggressive Fund is June 8, 2012. There might be a slight variation of performance numbers because of the difference.

¹The unmanaged MSCI All-Country World Index is a free float-adjusted, market capitalization-weighted index designed to measure the performance of large- and mid-cap stocks across developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Cornerstone Aggressive Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) Gross (46%), the MSCI ACWI ex USA IMI Net (30%), the Bloomberg Barclays U.S. Universal Index (18%), the Bloomberg Commodity Index Total Return (2%), the MSCI U.S. Real Estate Investment Trust (REIT) Index Gross (2%), and the Bloomberg Barclays U.S. Treasury — Bills (1-3M) (2%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks capital appreciation over the long term and also considers the potential for current income.

Asset Allocation*:

May 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%.

7

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Asset-Backed Securities (0.4%)
Americredit Automobile Receivables Trust, Series 2018-1, Class C, 3.50%, 1/18/24, Callable 8/18/22 @100	$	240	$	246
Americredit Automobile Receivables Trust, Series 2018-2, Class A3, 3.15%, 3/20/23, Callable 10/18/22 @100		12		12
Canadian Pacer Auto Receivables Trust, Series 2018-1A, Class C, 3.82%, 4/19/24, Callable 6/19/21 @100 (a)		137		138
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25, Callable 8/15/23 @100		71		73
Credit Acceptance Auto Loan Trust, Series 2018-3A, Class A, 3.55%, 8/15/27, Callable 10/15/21 @100 (a)		2		2
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26, Callable 8/15/22 @100		62		64
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24, Callable 4/15/23 @100 (a)		106		107
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24, Callable 4/15/22 @100 (a)		50		52
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24, Callable 5/15/23 @100 (a)		57		57
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31, Callable 2/15/25 @100 (a)		75		78
Hertz Vehicle Financing II LP, Series 2019-3A, Class A, 2.67%, 12/26/25 (a)		11		11
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30, Callable 2/20/23 @100 (a)		29		29
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable 6/20/22 @100 (a)		50		51
Navient Student Loan Trust, Series 2015-2, Class B, 1.59% (LIBOR01M+150bps), 8/25/50, Callable 8/25/29 @100 (b)		50		50
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 10/20/27 @100 (a)		28		29
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 5/20/25 @100 (a)		47		48
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%, 1/16/24, Callable 1/15/22 @100 (a)		113		114
Westlake Automobile Receivables Trust, Series 2020-1A, Class B, 1.94%, 4/15/25, Callable 4/15/23 @100 (a)		188		191
Total Asset-Backed Securities (Cost $1,328)				1,352
Collateralized Mortgage Obligations (0.2%)
Banc of America Commercial Mortgage Trust, Series 2006-3, Class AM, 5.66%, 7/10/44 (c)		39		6
Banc of America Commercial Mortgage Trust, Series 2008-1, Class AJ, 6.57%, 2/10/51 (c)		7		6
Benchmark Mortgage Trust, Series 2020-B17, Class ASB, 2.18%, 3/15/53, Callable 11/15/29 @100		75		77
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.61% (LIBOR01M+250bps), 10/7/21 (a) (b)		160		160
BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41 (a)		69		74

See notes to financial statements.

8

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USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AAB, 2.61%, 1/15/53, Callable 11/15/29 @100	$	75	$	79
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A, 2.65%, 12/10/41 (a)		112		114
COMM Mortgage Trust, Series 2019-GC44, Class ASB, 2.87%, 8/15/57, Callable 5/15/29 @100		112		121
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49, Callable 8/10/24 @100 (a) (c)		61		66
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL, 0.29% (LIBOR01M+19bps), 2/15/40 (b)		1		1
CSAIL Commercial Mortgage Trust, Series 2016-C6, Class XA, 1.91%, 1/15/49, Callable 11/15/25 @100 (c) (d)		546		37
GS Mortgage Securities Trust, Series 2020-GC45, Class AAB, 2.84%, 2/13/53, Callable 9/13/29 @100		40		43
Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (a)		39		39
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.05%, 5/10/45, Callable 4/10/22 @100 (a) (c) (d)		751		6
Total Collateralized Mortgage Obligations (Cost $856)				829
Common Stocks (32.2%)
Communication Services (2.6%):
Alphabet, Inc. Class C (e)		1,418		3,420
AMC Networks, Inc. Class A (e)		2,517		135
AT&T, Inc.		21,308		627
Cargurus, Inc. (e)		2,679		76
Comcast Corp. Class A		24,693		1,416
Facebook, Inc. Class A (e)		3,489		1,147
Gray Television, Inc.		4,854		113
Match Group, Inc. (e)		3,296		472
Pinterest, Inc. Class A (e)		8,068		527
Sirius XM Holdings, Inc. (f)		72,308		452
Snap, Inc. Class A (e)		9,075		564
Verizon Communications, Inc.		23,658		1,336
				10,285
Consumer Discretionary (3.0%):
Adtalem Global Education, Inc. (e)		4,355		158
Aptiv PLC (e)		3,374		508
AutoNation, Inc. (e)		1,167		119
AutoZone, Inc. (e)		326		459
Best Buy Co., Inc.		3,998		465
Big Lots, Inc.		1,674		102
Crocs, Inc. (e)		1,092		111
Deckers Outdoor Corp. (e)		327		110
Dick's Sporting Goods, Inc. (f)		1,275		124
eBay, Inc.		8,617		525
Foot Locker, Inc.		2,100		133
Ford Motor Co. (e)		43,736		635
General Motors Co. (e)		8,993		533
Gentex Corp.		2,154		76

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
G-III Apparel Group Ltd. (e)		2,576	$	85
Graham Holdings Co. Class B		161		107
Group 1 Automotive, Inc.		776		124
H&R Block, Inc.		3,225		80
Harley-Davidson, Inc.		2,274		110
KB Home		1,274		60
Kohl's Corp. (g)		2,307		128
Kontoor Brands, Inc.		1,644		105
La-Z-Boy, Inc.		1,389		57
Lennar Corp. Class A		4,609		456
Lithia Motors, Inc. Class A		490		172
Lowe's Cos., Inc.		5,843		1,138
O'Reilly Automotive, Inc. (e)		883		473
Qurate Retail, Inc. Class A		8,272		113
Rent-A-Center, Inc.		2,446		151
RH (e)		169		108
Roku, Inc. (e)		1,543		535
Sleep Number Corp. (e)		734		82
Sonos, Inc. (e)		3,206		119
Target Corp. (g)		5,265		1,195
Tesla, Inc. (e)		1,339		837
The Home Depot, Inc.		2,325		741
Toll Brothers, Inc.		1,546		101
Williams-Sonoma, Inc.		784		133
Wingstop, Inc.		1,025		146
YETI Holdings, Inc. (e)		1,517		133
				11,547
Consumer Staples (2.0%):
Altria Group, Inc.		33,306		1,639
Archer-Daniels-Midland Co.		7,667		510
BJ's Wholesale Club Holdings, Inc. (e)		3,114		140
Colgate-Palmolive Co.		6,099		511
Flowers Foods, Inc.		2,670		64
Hostess Brands, Inc. (e)		3,715		58
Ingles Markets, Inc. Class A		1,764		109
Keurig Dr Pepper, Inc.		13,523		500
Medifast, Inc.		393		131
Monster Beverage Corp. (e)		5,550		523
Philip Morris International, Inc.		12,455		1,201
Sprouts Farmers Market, Inc. (e)		2,836		75
The Clorox Co.		2,651		469
The Estee Lauder Cos., Inc.		1,683		516
Tyson Foods, Inc. Class A		6,163		490
Vector Group Ltd.		10,289		142
Walgreens Boots Alliance, Inc.		9,723		512
WD-40 Co.		274		67
Weis Markets, Inc. (g)		2,955		150
				7,807

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Energy (0.7%):
Cactus, Inc. Class A		2,265	$	79
Chevron Corp.		6,123		635
ConocoPhillips		19,081		1,064
Continental Resources, Inc. (f)		4,323		141
Dorian LPG Ltd. (e)		8,965		127
HollyFrontier Corp.		1,700		55
Marathon Petroleum Corp.		8,554		529
Renewable Energy Group, Inc. (e)		3,007		184
				2,814
Financials (4.3%):
AGNC Investment Corp.		1,563		29
American National Group, Inc.		1,218		183
Annaly Capital Management, Inc.		3,921		36
Aon PLC Class A		1,985		503
Artisan Partners Asset Management, Inc. Class A		1,020		52
BancFirst Corp.		788		54
Bank of Hawaii Corp.		1,398		125
Berkshire Hathaway, Inc. Class B (e)		2,879		833
BlackRock, Inc.		713		625
Capital One Financial Corp.		6,894		1,108
Cathay General Bancorp		3,063		128
Citigroup, Inc.		8,225		647
Cohen & Steers, Inc.		1,249		91
Cowen, Inc. Class A (f)		2,860		113
Cullen/Frost Bankers, Inc.		1,067		129
Essent Group Ltd.		2,376		114
Fifth Third Bancorp		11,919		502
Hamilton Lane, Inc. Class A		900		81
International Bancshares Corp.		4,483		208
Jefferies Financial Group, Inc.		5,012		161
KeyCorp		20,833		480
Lakeland Financial Corp.		1,699		105
LPL Financial Holdings, Inc.		488		72
MetLife, Inc.		15,465		1,011
MGIC Investment Corp.		4,556		67
Morgan Stanley		13,389		1,218
Mr. Cooper Group, Inc. (e)		3,685		127
MSCI, Inc.		1,018		477
NMI Holdings, Inc. Class A (e)		3,029		73
OneMain Holdings, Inc.		1,635		95
Peoples Bancorp, Inc.		4,845		157
PJT Partners, Inc. Class A		1,404		102
Primerica, Inc.		478		78
Prudential Financial, Inc.		9,710		1,039
Radian Group, Inc.		7,543		176
RLI Corp.		1,462		154
S&P Global, Inc.		1,399		531
ServisFirst Bancshares, Inc.		1,296		90
Starwood Property Trust, Inc.		3,489		89

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
SVB Financial Group (e)		1,673	$	975
Synovus Financial Corp.		1,394		68
T. Rowe Price Group, Inc.		2,630		503
The Allstate Corp.		3,810		521
The Goldman Sachs Group, Inc.		3,160		1,176
The Progressive Corp.		4,935		489
Unum Group		3,484		108
Webster Financial Corp.		1,214		69
Wells Fargo & Co.		13,795		645
Western Alliance Bancorp		1,293		129
				16,546
Health Care (5.9%):
Abbott Laboratories		5,590		652
AbbVie, Inc.		5,752		651
Agilent Technologies, Inc.		3,645		504
Align Technology, Inc. (e)		773		456
Amedisys, Inc. (e)		349		90
Amgen, Inc.		4,765		1,134
AMN Healthcare Services, Inc. (e)		1,377		122
Amneal Pharmaceuticals, Inc. (e)		12,646		72
Anthem, Inc.		1,425		567
Biogen, Inc. (e)		3,708		992
Bristol-Myers Squibb Co.		9,487		624
Bruker Corp.		1,712		119
Chemed Corp.		392		193
Cigna Corp.		2,163		560
Corcept Therapeutics, Inc. (e)		5,101		110
CVS Health Corp.		6,858		593
Danaher Corp.		2,368		607
Eli Lilly & Co.		3,126		624
Emergent BioSolutions, Inc. (e)		2,845		173
Encompass Health Corp.		1,179		101
Exelixis, Inc. (e)		6,708		151
Gilead Sciences, Inc. (g)		8,377		554
HCA Healthcare, Inc.		4,997		1,073
Hill-Rom Holdings, Inc.		1,069		119
IDEXX Laboratories, Inc. (e)		1,835		1,024
Innoviva, Inc. (e)		8,234		111
IQVIA Holdings, Inc. (e)		2,196		527
Johnson & Johnson (g)		10,247		1,734
LHC Group, Inc. (e)		701		138
Ligand Pharmaceuticals, Inc. (e)		717		84
MEDNAX, Inc. (e)		3,691		118
Medpace Holdings, Inc. (e)		544		91
Merck & Co., Inc.		8,047		611
Mettler-Toledo International, Inc. (e)		765		995
Owens & Minor, Inc.		3,648		163
Pfizer, Inc.		17,170		665
Phibro Animal Health Corp. Class A		3,658		103
Premier, Inc. Class A		2,707		89

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Prestige Consumer Healthcare, Inc. (e)		2,694	$	134
Quidel Corp. (e)		1,235		146
Select Medical Holdings Corp.		4,230		170
Stryker Corp.		2,187		558
Supernus Pharmaceuticals, Inc. (e)		3,610		108
Tenet Healthcare Corp. (e)		2,380		159
The Ensign Group, Inc.		1,563		130
Thermo Fisher Scientific, Inc.		1,365		641
United Therapeutics Corp. (e)		773		144
UnitedHealth Group, Inc.		5,957		2,454
Waters Corp. (e)		1,565		504
Zoetis, Inc.		3,135		554
				22,996
Industrials (3.6%):
3M Co.		5,710		1,159
Allison Transmission Holdings, Inc.		2,308		98
Atkore, Inc. (e)		1,599		123
Carrier Global Corp.		10,557		485
Caterpillar, Inc.		2,484		599
Cimpress PLC (e)		627		62
Crane Co.		1,109		106
CSX Corp.		5,309		532
Cummins, Inc.		1,936		498
Deere & Co.		1,477		533
Eaton Corp. PLC		7,157		1,040
EMCOR Group, Inc.		1,512		191
Fastenal Co.		9,153		485
General Dynamics Corp.		2,672		507
GrafTech International Ltd.		9,190		122
Herman Miller, Inc.		2,450		117
Hillenbrand, Inc.		1,292		59
HNI Corp.		2,032		93
Illinois Tool Works, Inc.		2,221		515
Insperity, Inc.		1,004		93
Johnson Controls International PLC		7,902		526
Kforce, Inc.		1,191		75
Landstar System, Inc.		1,041		177
Lockheed Martin Corp.		2,872		1,098
ManpowerGroup, Inc.		544		66
Masonite International Corp. (e)		710		85
MasTec, Inc. (e)		1,456		169
MSC Industrial Direct Co., Inc.		1,141		108
Mueller Industries, Inc.		3,595		167
Northrop Grumman Corp.		1,438		526
nVent Electric PLC		2,182		71
Oshkosh Corp.		1,138		150
Otis Worldwide Corp.		6,266		491
PACCAR, Inc.		5,379		492
Regal Beloit Corp.		782		111
Rockwell Automation, Inc.		1,843		486

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Rush Enterprises, Inc. Class A		2,641	$	126
SkyWest, Inc. (e)		1,904		93
Steelcase, Inc. Class A		6,924		100
The Timken Co.		1,291		114
The Toro Co.		547		61
Trane Technologies PLC		2,817		525
TriNet Group, Inc. (e)		1,154		87
Triton International Ltd.		1,434		78
W.W. Grainger, Inc.		1,037		479
				13,878
Information Technology (7.1%):
Accenture PLC Class A		2,143		605
Adobe, Inc. (e)		1,320		666
Amkor Technology, Inc.		7,651		161
Apple, Inc.		37,062		4,618
Applied Materials, Inc.		8,515		1,176
Aspen Technology, Inc. (e)		644		88
Badger Meter, Inc.		1,025		98
Broadcom, Inc.		2,775		1,311
CACI International, Inc. Class A (e)		365		93
Cadence Design Systems, Inc. (e)		3,884		493
CDW Corp.		2,741		453
Cisco Systems, Inc.		25,603		1,354
Cognizant Technology Solutions Corp. Class A		6,488		464
CSG Systems International, Inc.		3,587		158
Digital Turbine, Inc. (e)		1,380		91
Diodes, Inc. (e)		1,951		148
DXC Technology Co. (e)		4,142		157
Ebix, Inc.		3,687		101
EVERTEC, Inc.		3,704		161
HP, Inc.		43,417		1,269
Insight Enterprises, Inc. (e)		2,015		211
Intel Corp.		11,468		655
International Business Machines Corp.		4,073		585
Intuit, Inc.		1,355		595
J2 Global, Inc. (e)		1,276		159
Jabil, Inc.		2,316		131
Kimball Electronics, Inc. (e)		5,438		122
Lam Research Corp.		1,703		1,107
Manhattan Associates, Inc. (e)		818		111
Mastercard, Inc. Class A		2,071		747
MAXIMUS, Inc.		1,703		158
Methode Electronics, Inc.		1,580		76
Micron Technology, Inc. (e)		6,360		535
Microsoft Corp. (g)		8,323		2,078
NCR Corp. (e)		3,293		159
NVIDIA Corp.		1,322		859
NXP Semiconductors NV		2,581		546
Oracle Corp.		7,534		593
Perficient, Inc. (e)		2,259		162

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Sanmina Corp. (e)		4,114	$	173
SPS Commerce, Inc. (e)		1,377		129
Square, Inc. Class A (e)		2,276		506
Super Micro Computer, Inc. (e)		2,583		90
TE Connectivity Ltd.		3,721		505
Texas Instruments, Inc.		6,471		1,228
The Hackett Group, Inc.		4,361		78
TTEC Holdings, Inc.		1,253		136
VeriSign, Inc. (e)		2,240		493
Vishay Intertechnology, Inc.		5,399		130
VMware, Inc. Class A (e) (f)		2,980		471
Vontier Corp. (e)		3,987		140
Xperi Holding Corp.		6,319		135
				27,468
Materials (0.9%):
Berry Global Group, Inc. (e)		1,024		70
Dow, Inc.		7,818		535
FutureFuel Corp.		7,004		72
Huntsman Corp.		3,658		104
International Paper Co.		8,089		511
LyondellBasell Industries NV Class A		4,423		498
Minerals Technologies, Inc.		2,108		183
PPG Industries, Inc.		2,772		498
Reliance Steel & Aluminum Co.		1,089		183
Silgan Holdings, Inc.		2,185		92
The Sherwin-Williams Co.		1,831		519
Warrior Met Coal, Inc.		4,904		90
				3,355
Real Estate (1.2%):
Alexandria Real Estate Equities, Inc.		356		63
American Tower Corp.		1,243		318
AvalonBay Communities, Inc.		396		82
Boston Properties, Inc.		417		49
Brixmor Property Group, Inc.		4,100		93
Camden Property Trust		272		34
CBRE Group, Inc. Class A (e)		938		82
Colony Capital, Inc. (e)		22,523		155
Cousins Properties, Inc.		2,330		86
Crown Castle International Corp.		1,235		234
CubeSmart		3,280		144
Digital Realty Trust, Inc.		766		116
Duke Realty Corp.		1,044		48
Equinix, Inc.		250		184
Equity LifeStyle Properties, Inc.		491		35
Equity Residential		1,044		81
Essex Property Trust, Inc.		182		54
Extra Space Storage, Inc.		369		55
Federal Realty Investment Trust		505		58
First Industrial Realty Trust, Inc.		3,612		183

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Gaming and Leisure Properties, Inc.		2,466	$	114
Healthpeak Properties, Inc.		1,493		50
Host Hotels & Resorts, Inc. (e)		1,928		33
Invitation Homes, Inc.		1,589		58
Iron Mountain, Inc.		817		36
Jones Lang LaSalle, Inc. (e)		401		81
Kimco Realty Corp.		4,687		100
Lamar Advertising Co. Class A		779		82
LTC Properties, Inc.		2,898		114
Medical Properties Trust, Inc.		6,216		132
Mid-America Apartment Communities, Inc.		321		52
National Health Investors, Inc.		817		54
Omega Healthcare Investors, Inc.		642		23
PotlatchDeltic Corp.		1,706		103
Prologis, Inc.		2,081		245
Public Storage		449		127
Realty Income Corp.		981		67
Regency Centers Corp.		481		31
SBA Communications Corp.		313		93
Simon Property Group, Inc.		946		122
SITE Centers Corp.		5,242		78
Sun Communities, Inc.		280		47
Terreno Realty Corp.		2,488		158
The GEO Group, Inc. (f)		13,890		72
UDR, Inc.		831		40
Ventas, Inc.		1,052		58
VEREIT, Inc.		603		29
VICI Properties, Inc.		1,491		46
Vornado Realty Trust		451		21
Welltower, Inc.		1,171		88
Weyerhaeuser Co.		2,068		78
WP Carey, Inc.		492		37
				4,623
Utilities (0.9%):
ALLETE, Inc.		922		64
American States Water Co.		1,893		150
Exelon Corp.		11,208		506
IDACORP, Inc.		1,066		104
MDU Resources Group, Inc.		2,380		80
National Fuel Gas Co.		3,343		173
NextEra Energy, Inc. (g)		8,143		596
NorthWestern Corp.		913		58
NRG Energy, Inc.		13,484		434
Otter Tail Corp. (g)		3,504		168
Southwest Gas Holdings, Inc.		1,038		69
The AES Corp.		36,642		931
				3,333
Total Common Stocks (Cost $94,078)				124,652

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
Preferred Stocks (0.1%)
Communication Services (0.0%): (h)
Qwest Corp., 6.50%, 9/1/56		8,000	$	203
Financials (0.1%):
Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (i)		12,000		267
Total Preferred Stocks (Cost $502)				470
Corporate Bonds (2.9%)
Communication Services (0.1%):
Fox Corp., 3.05%, 4/7/25, Callable 3/7/25 @100	$	53		57
The Walt Disney Co., 2.20%, 1/13/28		45		46
T-Mobile USA, Inc., 3.88%, 4/15/30, Callable 1/15/30 @100		133		146
				249
Consumer Discretionary (0.1%):
AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @100		38		45
Hasbro, Inc., 3.55%, 11/19/26, Callable 9/19/26 @100		90		99
Nordstrom, Inc., 4.38%, 4/1/30, Callable 1/1/30 @100 (f)		75		77
VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @100		53		55
				276
Consumer Staples (0.2%):
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%, 2/1/36, Callable 8/1/35 @100		187		223
Kraft Heinz Foods Co., 3.75%, 4/1/30, Callable 1/1/30 @100		84		90
McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @100		32		33
PepsiCo, Inc., 2.25%, 3/19/25, Callable 2/19/25 @100		175		185
Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @100		44		56
The Coca-Cola Co., 2.00%, 3/5/31		250		249
Unilever Capital Corp., 2.60%, 5/5/24, Callable 3/5/24 @100		150		159
				995
Energy (0.4%):
Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @100 (a)		143		150
Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @100		150		162
Enbridge Energy Partners LP, 7.38%, 10/15/45, Callable 4/15/45 @100 (g)		100		152
Enterprise Products Operating LLC, 2.80%, 1/31/30, Callable 10/31/29 @100		112		117
Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @100 (g)		188		203
Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @100 (a)		38		38
Marathon Petroleum Corp., 4.70%, 5/1/25, Callable 4/1/25 @100		49		56
Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @100 (a)		92		97
National Oilwell Varco, Inc., 3.60%, 12/1/29, Callable 9/1/29 @100		150		156
Occidental Petroleum Corp., 4.40%, 8/15/49, Callable 2/15/49 @100		75		63
ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @100		46		58
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%, 3/1/30, Callable 3/1/25 @102.75		75		81
Western Midstream Operating LP, 4.35%, 2/1/25, Callable 1/1/25 @100		78		82
				1,415

See notes to financial statements.

17

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USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Financials (0.9%):
Ares Capital Corp., 3.63%, 1/19/22, Callable 12/19/21 @100 (g)	$	100	$	102
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable 11/20/24 @100 (b)		96		99
BBVA USA, 3.88%, 4/10/25, Callable 3/10/25 @100		200		220
Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @100 (a)		93		91
Capital One NA, 2.15%, 9/6/22, Callable 8/6/22 @100		150		153
Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @100		112		114
Cullen/Frost Capital Trust II, 1.74% (LIBOR03M+155bps), 3/1/34, Callable 7/12/21 @100 (b)		175		168
First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @100		53		65
First Maryland Capital I, 1.18% (LIBOR03M+100bps), 1/15/27, Callable 7/12/21 @100 (b)		50		48
Glencore Funding LLC, 2.50%, 9/1/30, Callable 6/1/30 @100 (a)		108		106
Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @100 (a)		96		103
HSB Group, Inc., 1.09% (LIBOR03M+91bps), 7/15/27, Callable 7/12/21 @100 (b)		200		182
Hyundai Capital America, 3.75%, 7/8/21 (a) (g)		350		351
JPMorgan Chase & Co., 2.52% (SOFR+204bps), 4/22/31, Callable 4/22/30 @100 (b)		62		63
KeyCorp, 2.25%, 4/6/27, MTN		112		117
Level 3 Financing, Inc., 3.88%, 11/15/29, Callable 8/15/29 @100 (a)		150		159
Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @100		68		73
Nationwide Mutual Insurance Co., 2.47% (LIBOR03M+229bps), 12/15/24, Callable 7/12/21 @100 (a) (b)		300		299
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @100 (b)		23		25
PPL Capital Funding, Inc., 4.13%, 4/15/30, Callable 1/15/30 @100		74		84
Prudential Financial, Inc., 5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @100 (b)		200		216
Regions Financial Corp., 2.25%, 5/18/25, Callable 4/18/25 @100		74		78
Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @100		39		42
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @100 (b)		150		155
Texas Capital Bank NA, 5.25%, 1/31/26		75		80
The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @100		23		25
Truist Bank, 0.83% (LIBOR03M+67bps), 5/15/27, Callable 7/12/21 @100 (b)		200		194
Wells Fargo & Co., 2.19% (SOFR+200bps), 4/30/26, Callable 4/30/25 @100 (b)		79		82
				3,494
Health Care (0.2%):
AbbVie, Inc., 3.20%, 11/21/29, Callable 8/21/29 @100		150		161
CVS Health Corp., 3.25%, 8/15/29, Callable 5/15/29 @100 (g)		290		312
DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @100		72		76
Duke University Health System, Inc., 2.60%, 6/1/30		60		62
HCA, Inc., 5.13%, 6/15/39, Callable 12/15/38 @100		187		229
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @100 (a)		23		24
				864
Industrials (0.4%):
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @100		112		115

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @100	$	56	$	57
Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @100		55		58
CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @100 (a)		21		21
Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @100		112		119
Georgia-Pacific LLC, 2.10%, 4/30/27, Callable 2/28/27 @100 (a)		122		127
IDEX Corp., 3.00%, 5/1/30, Callable 2/1/30 @100		122		127
Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @100		75		76
Penske Truck Leasing Co. LP/PTL Finance Corp., 4.00%, 7/15/25, Callable 6/15/25 @100 (a)		74		82
Ryder System, Inc., 2.90%, 12/1/26, MTN, Callable 10/1/26 @100		187		201
Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @100		48		56
The Boeing Co., 5.71%, 5/1/40, Callable 11/1/39 @100		103		129
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable 9/15/29 @100		175		184
United Airlines Pass Through Trust, 2.90%, 11/1/29		191		186
				1,538
Information Technology (0.1%):
Amphenol Corp., 2.80%, 2/15/30, Callable 11/15/29 @100		200		208
HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @100		68		72
Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @100		21		21
Microsoft Corp., 3.45%, 8/8/36, Callable 2/8/36 @100		243		273
				574
Materials (0.1%):
Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @100		45		46
Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @100 (a)		21		23
LYB International Finance III LLC, 3.38%, 5/1/30, Callable 2/1/30 @100		63		68
Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @100		68		74
WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @100 (g)		35		36
				247
Real Estate (0.2%):
AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/15/30 @100		101		102
Boston Properties LP, 3.25%, 1/30/31, Callable 10/30/30 @100		45		47
Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @100		131		131
GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @100		23		24
Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @100		19		20
Mid-America Apartments LP, 2.75%, 3/15/30, Callable 12/15/29 @100		187		192
SBA Tower Trust, 2.84%, 1/15/25 (a)		87		91
VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29, Callable 12/1/24 @102.31 (a)		17		18
				625
Utilities (0.2%):
AEP Texas, Inc., 3.45%, 1/15/50, Callable 7/15/49 @100		131		131
Alabama Power Co., 3.85%, 12/1/42		112		125
Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @100		37		40
Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @100		112		126
Exelon Generation Co. LLC, 3.25%, 6/1/25, Callable 5/1/25 @100		74		80
IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @100		82		92

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
ITC Holdings Corp., 2.95%, 5/14/30, Callable 2/14/30 @100 (a)	$	76	$	79
National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @100		96		112
Union Electric Co., 2.95%, 3/15/30, Callable 12/15/29 @100		188		199
				984
Total Corporate Bonds (Cost $10,651)				11,261
Yankee Dollars (0.4%)
Consumer Staples (0.0%): (h)
Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @100 (a)		75		77
Energy (0.0%): (h)
Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @100		64		68
Financials (0.2%):
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand, 5.38%, 4/17/25 (a)		51		58
Barclays PLC, 2.85% (LIBOR03M+245bps), 5/7/26, Callable 5/7/25 @100 (b)		103		109
Deutsche Bank AG, 3.96% (SOFR+258bps), 11/26/25, Callable 11/26/24 @100 (b)		112		122
Diageo Capital PLC, 2.13%, 4/29/32, Callable 1/29/32 @100		122		120
Royal Bank of Canada, 1.60%, 4/17/23, MTN		125		128
				537
Industrials (0.1%):
CK Hutchison International 19 II Ltd., 2.75%, 9/6/29, Callable 6/6/29 @100 (a)		200		206
Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @100 (a)		42		45
Heathrow Funding Ltd., 4.88%, 7/15/21 (a)		71		72
				323
Materials (0.1%):
Anglo American Capital PLC, 5.63%, 4/1/30, Callable 1/1/30 @100 (a)		69		84
Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)		113		117
CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @100 (a)		71		74
Teck Resources Ltd., 6.13%, 10/1/35		120		151
				426
Total Yankee Dollars (Cost $1,352)				1,431
Municipal Bonds (0.2%)
Florida (0.0%): (h)
County of Broward Florida Airport System Revenue, Series C, 2.50%, 10/1/28		75		79
Louisiana (0.0%): (h)
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue, 1.55%, 2/1/27		60		60
New Jersey (0.0%): (h)
North Hudson Sewerage Authority Revenue, 2.88%, 6/1/28		37		39
Rutgers The State University of New Jersey Revenue, Series S, 2.01%, 5/1/32		40		39
				78

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
New York (0.0%): (h)
New York State Thruway Authority Revenue, Series M, 2.55%, 1/1/28	$	43	$	45
Pennsylvania (0.1%):
State Public School Building Authority Revenue, 3.05%, 4/1/28		75		75
University of Pittsburgh-of The Commonwealth System of Higher Education Revenue Series C, 2.53%, 9/15/31		75		78
Series C, 2.58%, 9/15/32		40		42
Series C, 2.63%, 9/15/33		75		78
				273
Texas (0.1%):
City of Houston Texas Combined Utility System Revenue, 3.72%, 11/15/28		95		110
City of San Antonio Texas, GO, 1.76%, 2/1/31, Continuously Callable @100		55		55
Dallas Fort Worth International Airport Revenue, Series C, 1.75%, 11/1/27		40		40
Harris County Cultural Education Facilities Finance Corp. Revenue, Series B, 2.81%, 5/15/29		75		79
State of Texas, GO, 3.00%, 4/1/28		112		124
				408
Total Municipal Bonds (Cost $909)				943
U.S. Government Agency Mortgages (0.6%)
Federal Home Loan Mortgage Corporation Series K047, Class A2, 3.33%, 5/25/25 (c)		300		329
3.00%, 10/1/46-10/1/47		1,392		1,463
3.50%, 4/1/48		150		159
				1,951
Federal National Mortgage Association Series 2016-M2, Class AV2, 2.15%, 1/25/23		129		130
4.00%, 4/1/49		248		264
				394
Total U.S. Government Agency Mortgages (Cost $2,231)				2,345
U.S. Treasury Obligations (2.4%)
U.S. Treasury Bonds
3.00%, 8/15/48 (g)		1,000		1,152
3.38%, 11/15/48 (g)		500		616
U.S. Treasury Inflation Indexed Bonds, 0.13%, 7/15/26		1,105		1,223
U.S. Treasury Notes
1.63%, 4/30/23		1,567		1,611
1.63%, 2/15/26		2,250		2,344
2.25%, 2/15/27		2,000		2,144
Total U.S. Treasury Obligations (Cost $8,414)				9,090
Commercial Paper (0.1%)
Ameren Corp., 0.52%, 6/1/21 (j)		225		225
Total Commercial Paper (Cost $225)				225

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Exchange-Traded Funds (55.7%)
Invesco DB Commodity Index Tracking Fund (e)		28,600	$	532
Invesco FTSE RAFI Developed Markets ex-US ETF		43,991		2,175
Invesco FTSE RAFI Emerging Markets ETF		240,641		5,694
iShares Core MSCI EAFE ETF		135,210		10,384
iShares Core MSCI Emerging Markets ETF		279,962		18,659
iShares Core S&P 500 ETF		93,936		39,608
iShares Core S&P Small-Cap ETF		1,934		218
iShares Core US Aggregate Bond ETF		43,611		4,996
iShares MSCI Canada ETF (f)		150,928		5,716
iShares MSCI International Momentum Factor ETF		120,883		4,799
iShares MSCI International Quality Factor ETF		130,029		5,124
iShares Russell 2000 ETF (f)		14,537		3,278
JPMorgan BetaBuilders Canada ETF		24,954		1,638
Schwab Fundamental Emerging Markets Large Co. Index ETF		430,014		13,932
Schwab Fundamental International Large Co. Index ETF		829,619		28,398
Schwab Fundamental International Small Co. Index ETF		91,800		3,663
SPDR Gold Shares (e) (f)		6,990		1,247
SPDR S&P Emerging Markets SmallCap ETF		14,790		879
U.S. Oil Fund LP (e) (f)		19,330		878
Vanguard FTSE All-World ex-US ETF		128,254		8,235
Vanguard FTSE Developed Markets ETF (f)		414,220		21,713
Vanguard FTSE Emerging Markets ETF (f) (g)		23,072		1,243
Vanguard FTSE Europe ETF		60,357		4,162
Vanguard Real Estate ETF (f)		19,078		1,906
Vanguard S&P 500 ETF (g)		26,409		10,197
Vanguard Short-Term Bond ETF (f)		34,704		2,860
Vanguard Short-Term Corporate Bond ETF (e)		23,551		1,951
Vanguard Total Bond Market ETF		78,203		6,668
Vanguard Total Stock Market ETF (g)		19,331		4,216
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		16,645		899
Total Exchange-Traded Funds (Cost $169,861)				215,868
Affiliated Exchange-Traded Funds (4.6%)
VictoryShares USAA Core Intermediate-Term Bond ETF		221,000		11,794
VictoryShares USAA Core Short-Term Bond ETF		103,145		5,353
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)		16,000		824
Total Affiliated Exchange-Traded Funds (Cost $18,064)				17,971

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Collateral for Securities Loaned^ (3.9%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (k)		3,925,740	$	3,926
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (k)		2,952,401		2,952
HSBC U.S. Government Money Market Fund I Shares, 0.03% (k)		8,348,794		8,349
Total Collateral for Securities Loaned (Cost $15,227)				15,227
Total Investments (Cost $323,698) — 103.7%				401,664
Liabilities in excess of other assets — (3.7)%				(14,168	)
NET ASSETS — 100.00%			$	387,496

At May 31, 2021, the Fund's investments in foreign securities were 36.4% 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 May 31, 2021, the fair value of these securities was $3,958 (thousands) and amounted to 1.0% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of May 31, 2021.

(c)  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 May 31, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

(g)  All or a portion of this security has been segregated as collateral for derivative instruments.

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

(i)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.1% of net assets.

(j)  Rate represents the effective yield at May 31, 2021.

(k)  Rate disclosed is the daily yield on May 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.

ETF — Exchange-Traded Fund

GO — General Obligation

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of May 31, 2021, based on the last reset date of the security

See notes to financial statements.

23

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of May 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

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Swiss Market Index Futures		38	6/18/21	$	4,375,647	$	4,828,603	$	313,027

Futures Contracts Sold

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		48	6/18/21	$	2,289,785	$	2,379,691	$	(62,372	)
FTSE 100 Index Futures		52	6/18/21		4,831,084		5,182,145		(241,854	)
Russell 2000 E-Mini Index Futures		39	6/18/21		4,504,241		4,423,770		80,471
								$	(223,755	)
Total unrealized appreciation								$	393,498
Total unrealized depreciation									(304,226	)
Total net unrealized appreciation (depreciation)								$	89,272

See notes to financial statements.

24

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Cornerstone Aggressive Fund
Assets:
Affiliated investments, at value (Cost $18,064)	$	17,971
Unaffiliated investments, at value (Cost $305,634)		383,693	(a)
Deposit with brokers for futures contracts		1,562
Receivables:
Interest and dividends		358
Capital shares issued		188
Investments sold		1,365
Variation margin on open futures contracts		44
From Adviser		29
Prepaid expenses		14
Total Assets		405,224
Liabilities:
Payables:
Collateral received on loaned securities		15,227
Collateral received from brokers for futures contract		929
To custodian		870
Capital shares redeemed		273
Variation margin on open futures contracts		26
Accrued expenses and other payables:
Investment advisory fees		196
Administration fees		49
Custodian fees		5
Transfer agent fees		83
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		69
Total Liabilities		17,728
Net Assets:
Capital		290,363
Total accumulated earnings/(loss)		97,133
Net Assets	$	387,496
Shares (unlimited number of shares authorized with no par value):		25,314
Net asset value, offering and redemption price per share: (c)	$	15.31

(a)  Includes $14,875 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 Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Cornerstone Aggressive Fund
Investment Income:
Income distributions from affiliated funds	$	181
Dividends		6,074
Interest		1,005
Securities lending (net of fees)		73
Foreign tax withholding		—	(a)
Total Income		7,333
Expenses:
Investment advisory fees		2,218
Administration fees		555
Sub-Administration fees		93
Custodian fees		38
Transfer agent fees		1,189
Trustees' fees		50
Compliance fees		2
Legal and audit fees		54
State registration and filing fees		29
Interfund lending fees		—	(a)
Other expenses		106
Total Expenses		4,334
Expenses waived/reimbursed by Adviser		(262	)
Net Expenses		4,072
Net Investment Income (Loss)		3,261
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from unaffiliated investment securities and foreign currency translations		27,635
Capital gain distributions received from affiliated funds		17
Net realized gains (losses) from futures contracts		(755	)
Net change in unrealized appreciation/depreciation on affiliated funds		88
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		74,778
Net change in unrealized appreciation/depreciation on futures contracts		89
Net realized/unrealized gains (losses) on investments		101,852
Change in net assets resulting from operations	$	105,113

(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 Cornerstone Aggressive Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	3,261		$	6,090
Net realized gains (losses) from investments		26,897			(3,584	)
Net change in unrealized appreciation/depreciation on investments		74,955			3,241
Change in net assets resulting from operations		105,113			5,747
Change in net assets resulting from distributions to shareholders		(7,114	)		(6,470	)
Change in net assets resulting from capital transactions		(54,063	)		(7,127	)
Change in net assets		43,936			(7,850	)
Net Assets:
Beginning of period		343,560			351,410
End of period	$	387,496		$	343,560
Capital Transactions:
Proceeds from shares issued	$	43,105		$	54,179
Distributions reinvested		6,811			6,219
Cost of shares redeemed		(103,979	)		(67,525	)
Change in net assets resulting from capital transactions	$	(54,063	)	$	(7,127	)
Share Transactions:
Issued		3,112			4,491
Reinvested		494			480
Redeemed		(7,566	)		(5,660	)
Change in Shares		(3,960	)		(689	)

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 Cornerstone Aggressive Fund
Year Ended:
May 31, 2021	$	11.74		0.12	(b)		3.71			3.83			(0.18	)		(0.08	)
May 31, 2020	$	11.73		0.20	(b)		0.03	(c)		0.23			(0.15	)		(0.07	)
May 31, 2019	$	12.81		0.15			(0.57	)		(0.42	)		(0.18	)		(0.48	)
May 31, 2018	$	12.57		0.16			0.94			1.10			(0.14	)		(0.72	)
May 31, 2017	$	11.33		0.15			1.26			1.41			(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 June 30, 2023, 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)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(c)  The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(d)  Reflects increased trading activity due to usage of quantitative investment strategies.

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Cornerstone Aggressive Fund
Year Ended:
May 31, 2021		(0.26	)	$	15.31		32.91	%		1.10	%		0.88	%		1.17	%	$	387,496		64	%
May 31, 2020		(0.22	)	$	11.74		1.78	%		1.10	%		1.68	%		1.18	%	$	343,560		90	%
May 31, 2019		(0.66	)	$	11.73		(3.04	)%		1.10	%		1.54	%		1.24	%	$	351,410		95	%(d)
May 31, 2018		(0.86	)	$	12.81		8.85	%		1.10	%		1.18	%		1.25	%	$	344,768		65	%
May 31, 2017		(0.17	)	$	12.57		12.59	%		1.10	%		1.32	%		1.36	%	$	283,867		70	%

See notes to financial statements.

29

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Cornerstone Aggressive Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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.

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

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

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Debt securities are valued each business day by a pricing service approved by the Board of Trustees (the "Board"). The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of May 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	$	—		$	1,352	$	—	$	1,352
Collateralized Mortgage Obligations		—			829		—		829
Common Stocks		124,652			—		—		124,652
Preferred Stocks		203			267		—		470
Corporate Bonds		—			11,261		—		11,261
Yankee Dollars		—			1,431		—		1,431
Municipal Bonds		—			943		—		943
U.S. Government Agency Mortgages		—			2,345		—		2,345
U.S. Treasury Obligations		—			9,090		—		9,090
Commercial Paper		—			225		—		225
Exchange-Traded Funds		215,868			—		—		215,868
Affiliated Exchange-Traded Funds		17,971			—		—		17,971
Collateral for Securities Loaned		15,227			—		—		15,227
Total	$	373,921		$	27,743	$	—	$	401,664
Other Financial Investments^
Assets:
Futures Contracts	$	393		$	—	$	—	$	393
Liabilities:
Futures Contracts	$	(304	)	$	—	$	—	$	(304	)
Total	$	89		$	—	$	—	$	89

^  Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

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

31

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 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.

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.

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.

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

32

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 and Collateral received from brokers for futures contracts. During the year ended May 31, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

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 May 31, 2021 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	393	$	304

*  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 year ended May 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
Equity Risk Exposure	$	(755	)	$	89

All open derivative positions at year 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 year end is generally representative of the notional amount of open positions to net assets throughout the year.

33

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	14,875	$	—	$	15,227

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,

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 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 year ended May 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)
$	—	$	1,376	$	56

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	229,412	$	279,746	$	798	$	3,245

35

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees 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 year ended May 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. 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 year ended May 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% of average daily net assets of the Fund. Amounts incurred for the year ended May 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 year ended May 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 Fund 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 year ended May 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 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. Amounts incurred and paid to VCTA for the year ended May 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

36

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Distributor and the Trust and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 1.10%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These Adviser fee reimbursements are not available for recoupment. For the year ended May 31, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $26 thousand, of which $13 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	267	$	236	$	503

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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Tactical Allocation Risk — The Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. The Fund's managers will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. The Fund bears the risk that the managers' tactical allocation will not be successful.

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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 year ended May 31, 2021, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Maximum Average Interest Rate*			Borrowing During the Period
Borrower	$	—	$	2,327		3		0.60	%	$	2,890

*  For the year ended May 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 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total accumulated earnings/(loss)			Capital
$	(1,182	)	$	1,182

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	6,174	$	940	$	7,114	$	4,500	$	1,970	$	6,470

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	9,575	$	10,197	$	18	$	19,790	$	77,343	$	97,133

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales, futures, hybrid accruals interest purchased, partnership, and REITs/return of capital.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

During the most recent tax year ended May 31, 2021, the Fund utilized $3,185 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	324,321	$	79,248	$	(1,905	)	$	77,343

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. Transactions in affiliated securities during the year ended May 31, 2021, were as follows (amounts in thousands):

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/2021		Dividend Income
VictoryShares USAA Core Intermediate-Term Bond ETF	$	—	$	23,890	$	(11,938	)	$	—	$	8	$	(158	)	$	11,794	$	104
VictoryShares USAA Core Short-Term Bond ETF		—		5,342		—			—		9		11			5,353		58
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		589		—		—			—		—		235			824		19
	$	589	$	29,232	$	(11,938	)	$	—	$	17	$	88		$	17,971	$	181

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Cornerstone Aggressive Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Cornerstone Aggressive Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

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  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

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  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

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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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,146.50	$	1,019.45	$	5.89	$	5.54		1.10	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions
	17	%		19	%	$	1,916	$	1,539

50

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

  (Unaudited)

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

USAA Cornerstone Aggressive 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

51

USAA Mutual Funds Trust Supplemental Information — continued
May 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 below 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 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. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance relative to its peers.

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 waived a portion of its management fees and/or reimbursed certain expenses with respect 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

52

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

  (Unaudited)

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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

53

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

54

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

97448-0721

MAY 31, 2021

Annual Report

USAA Cornerstone Conservative Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
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
Report of Independent Registered Public Accounting Firm	23
Supplemental Information (Unaudited)	24
Trustees' and Officers' Information	24
Proxy Voting and Portfolio Holdings Information	30
Expense Example	30
Additional Federal Income Tax Information	31
Advisory Contract Agreement	32
Liquidity Risk Management Program	35
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad of challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Cornerstone Conservative Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Cornerstone Conservative Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Cornerstone Conservative Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 12.28%. This compares to returns of 1.22% for the Bloomberg Barclays U.S. Universal Index and 8.77% for the Cornerstone Conservative Composite Index.

•  What strategies did you employ during the reporting period?

The Fund delivered strong positive total returns during the reporting period as equity markets rebounded sharply off the market lows produced during the COVID-induced sell off early last year. All major equity asset classes participated in the rally with U.S. small- cap and emerging market stocks leading the way. The Fund's allocation to fixed income also produced positive returns. During the period, the Fund outperformed its Cornerstone Conservative Composite Index.

The most impactful driver of outperformance came from the fixed income portion of the portfolio, with the underlying basket of fixed income funds handily outperforming the broad-based benchmarks. Security selection in the Fund's underlying fixed-income portfolio added value due to an overweight to credit-oriented securities. Additionally, the Fund held higher than average positions in shorter duration fixed-income instruments, which benefitted during periods of rising interest rates.

These positive drivers were offset by weakness in the security selection within the U.S large-cap portion of the portfolio, primarily driven by the resurgence of what we believe are lower-quality stocks, which experienced a sharp relief rally following the rollout of the vaccine. Additionally, the Fund's commodity exposure was weighted more heavily towards gold-related securities, which underperformed a more diversified basket. A tactical underweight to real estate investment trusts also detracted slightly from performance.

Thank you for allowing us to assist you with your investment needs.

5

USAA Mutual Funds Trust

USAA Cornerstone Conservative Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	6/8/12
	Net Asset Value			Bloomberg Barclays U.S. Universal Index1			Cornerstone Conservative Composite Index2
One Year		12.28	%		1.22	%		8.77	%
Five Year		6.20	%		3.69	%		5.84	%
Since Inception		5.14	%		3.32	%		5.15	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Cornerstone Conservative Fund — Growth of $10,000

*The performance of the Bloomberg Barclays U.S. Universal Index and Cornerstone Conservative Composite Index is calculated from the end of the month, May 31, 2012, while the inception date of the Cornerstone Aggressive Fund is June 8, 2012. There might be a slight variation of performance numbers because of the difference.

¹The unmanaged Bloomberg Barclays U.S. Universal Index is an index that represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD denominated, taxable bonds that are rated either investment-grade or below investment-grade. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Cornerstone Conservative Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) Gross (11%), the MSCI ACWI ex USA IMI Net (8%), the Bloomberg Barclays U.S. Universal Index (78%), the Bloomberg Commodity Index Total Return (0.5%), the MSCI U.S. Real Estate Investment Trust (REIT) Index Gross (0.5%), and the Bloomberg Barclays U.S. Treasury – Bills (1-3M) (2%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Cornerstone Conservative Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks current income and also considers the potential for capital appreciation.

Top 10 Holdings*:

May 31, 2021

(% of Net Assets)

USAA Government Securities Fund Institutional Shares	17.4	%
USAA Intermediate-Term Bond Fund Institutional Shares	16.4	%
USAA Income Fund Institutional Shares	15.3	%
VictoryShares USAA Core Short-Term Bond ETF	12.7	%
VictoryShares USAA Core Intermediate-Term Bond ETF	7.3	%
USAA High Income Fund Institutional Shares	5.1	%
USAA 500 Index Fund Reward Shares	3.7	%
USAA International Fund Institutional Shares	3.5	%
USAA Short-Term Bond Fund Institutional Shares	2.8	%
USAA Target Managed Allocation Fund	2.6	%

Asset Allocation*:

May 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%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Cornerstone Conservative Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (26.9%)
VictoryShares USAA Core Intermediate-Term Bond ETF		334,133	$	17,831
VictoryShares USAA Core Short-Term Bond ETF		596,805		30,971
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		67,940		3,500
VictoryShares USAA MSCI International Value Momentum ETF		113,561		5,763
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		18,550		1,313
VictoryShares USAA MSCI USA Value Momentum ETF		95,284		6,261
Total Affiliated Exchange-Traded Funds (Cost $60,912)				65,639
Affiliated Mutual Funds (72.7%)
USAA 500 Index Fund Reward Shares		159,735		9,138
USAA Aggressive Growth Fund Institutional Shares		33,578		1,899
USAA Emerging Markets Fund Institutional Shares		107,882		2,639
USAA Government Securities Fund Institutional Shares		4,233,471		42,504
USAA Growth Fund Institutional Shares		59,347		2,141
USAA High Income Fund Institutional Shares		1,570,035		12,325
USAA Income Fund Institutional Shares		2,751,385		37,419
USAA Income Stock Fund Institutional Shares		136,205		2,749
USAA Intermediate-Term Bond Fund Institutional Shares		3,673,552		40,005
USAA International Fund Institutional Shares		286,163		8,430
USAA Precious Metals and Minerals Fund Institutional Shares		61,064		1,408
USAA Short-Term Bond Fund Institutional Shares		721,932		6,750
USAA Small Cap Stock Fund Institutional Shares		68,227		1,486
USAA Target Managed Allocation Fund		489,885		6,359
USAA Value Fund Institutional Shares		117,050		2,195
Total Affiliated Mutual Funds (Cost $160,947)				177,447
Total Investments (Cost $221,859) — 99.6%				243,086
Other assets in excess of liabilities — 0.4%				864
NET ASSETS — 100.00%			$	243,950

At May 31, 2021, the Fund's investments in foreign securities were 8.3% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

8

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)

	USAA Cornerstone Conservative Fund
Assets:
Affiliated investments, at value(Cost $221,859)	$	243,086
Cash		874
Receivables:
Capital shares issued		38
Prepaid expenses		17
Total Assets		244,015
Liabilities:
Payables:
Capital shares redeemed		20
Accrued expenses and other payables:
Custodian fees		1
Compliance fees		—	(a)
Trustees' fees		1
Other accrued expenses		43
Total Liabilities		65
Net Assets:
Capital		219,816
Total accumulated earnings/(loss)		24,134
Net Assets	$	243,950
Shares (unlimited number of shares authorized with no par value):		20,570
Net asset value, offering and redemption price per share: (b)	$	11.86

(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 Year Ended May 31, 2021

(Amounts in Thousands)

	USAA Cornerstone Conservative Fund
Investment Income:
Income distributions from affiliated funds	$	6,093
Interest		1
Securities lending (net of fees)		—	(a)
Total Income		6,094
Expenses:
Sub-Administration fees		19
Custodian fees		6
Trustees' fees		50
Compliance fees		1
Printing fees		41
Legal and audit fees		57
State registration and filing fees		31
Other expenses		18
Total Expenses		223
Net Investment Income (Loss)		5,871
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		1,683
Capital gain distributions received from affiliated funds		1,963
Net change in unrealized appreciation/depreciation on affiliated funds		15,992
Net realized/unrealized gains (losses) on investments		19,638
Change in net assets resulting from operations	$	25,509

(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 Cornerstone Conservative Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	5,871		$	6,048
Net realized gains (losses) from investments		3,646			3,426
Net change in unrealized appreciation/depreciation on investments		15,992			564
Change in net assets resulting from operations		25,509			10,038
Change in net assets resulting from distributions to shareholders		(8,183	)		(6,280	)
Change in net assets resulting from capital transactions		20,674			8,927
Change in net assets		38,000			12,685
Net Assets:
Beginning of period		205,950			193,265
End of period	$	243,950		$	205,950
Capital Transactions:
Proceeds from shares issued	$	66,446		$	58,872
Distributions reinvested		8,144			6,254
Cost of shares redeemed		(53,916	)		(56,199	)
Change in net assets resulting from capital transactions	$	20,674		$	8,927
Share Transactions:
Issued		5,750			5,373
Reinvested		711			581
Redeemed		(4,674	)		(5,191	)
Change in Shares		1,787			763

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 Cornerstone Conservative Fund
Year Ended: May 31, 2021	$	10.96		0.30	(b)		1.03			1.33		(0.31	)		(0.12	)
May 31, 2020	$	10.72		0.32	(b)		0.25			0.57		(0.33	)		—
May 31, 2019	$	10.64		0.32			0.08			0.40		(0.32	)		—
May 31, 2018	$	10.76		0.30			(0.11	)		0.19		(0.31	)		—
May 31, 2017	$	10.27		0.31			0.49			0.80		(0.31	)		—

*  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 June 30, 2023, 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)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(c)  Reflects a return to normal trading levels after a prior year transition or allocation shift.

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Cornerstone Conservative Fund
Year Ended: May 31, 2021		(0.43	)	$	11.86		12.28	%		0.10	%		2.61	%		0.10	%	$	243,950		15	%
May 31, 2020		(0.33	)	$	10.96		5.45	%		0.09	%		2.92	%		0.10	%	$	205,950		8	%
May 31, 2019		(0.32	)	$	10.72		3.84	%		0.10	%		2.99	%		0.12	%	$	193,265		22	%
May 31, 2018		(0.31	)	$	10.64		1.79	%		0.10	%		2.87	%		0.12	%	$	196,292		5	%
May 31, 2017		(0.31	)	$	10.76		7.93	%		0.10	%		3.02	%		0.15	%	$	174,754		7	%(c)

See notes to financial statements.

13

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Cornerstone Conservative Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act. The Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds managed by the Fund's Adviser, Victory Capital Management Inc. ("VCM"), an affiliate of 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 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.

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.

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

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

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

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

A summary of the valuations as of May 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
Affiliated Exchange-Traded Funds	$	65,639	$	—	$	—	$	65,639
Affiliated Mutual Funds		177,447		—		—		177,447
Total	$	243,086	$	—	$	—	$	243,086

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

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 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.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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. As of May 31, 2021, the Fund did not have any securities on loan.

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 May 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.

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	53,684	$	33,739

There were no purchases or sales of U.S. government securities during the year ended May 31, 2021.

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. The Adviser does not receive any fees from the Fund for these services.

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 year ended May 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 does not receive any fees from the Fund for these services.

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 year ended May 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 Fund 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 year ended May 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 received no fees from the Fund for these services.

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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

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

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

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

The Adviser has entered into an expense limitation agreement with the Fund until at least June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 0.10%.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment. As of May 31, 2021, there are 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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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 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

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Tactical Allocation Risk — The Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. The Fund's managers will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. The Fund bears the risk that the managers' tactical allocation will not be successful.

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	6,144	$	2,039	$	8,183	$	6,280	$	6,280

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	829	$	2,630	$	3,459	$	20,675	$	24,134

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	222,411	$	21,226	$	(551	)	$	20,675

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares or an investment company managed by VCM. The Fund does not invest in affiliated underlying funds for the purpose of exercising management or control. These underlying funds are noted as affiliated on the Fund's Schedule of Portfolio Investments. The affiliated underlying fund's annual or semiannual reports may be viewed at vcm.com. Transactions in affiliated securities during the year ended May 31, 2021 were as follows (amount in thousands):

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/21		Dividend Income
USAA 500 Index Fund Reward Shares	$	6,523	$	1,147	$	(856	)	$	134		$	158	$	2,190		$	9,138	$	110
USAA Aggressive Growth Fund Institutional Shares		1,406		3		—			—			3		490			1,899		—
USAA Capital Growth Fund Institutional Shares		1,858		—		(2,084	)		58			—		168			—		—
USAA Emerging Markets Fund Institutional Shares		2,368		451		(1,333	)		221			—		932			2,639		34
USAA Government Securities Fund Institutional Shares		41,565		1,734		—			—			152		(795	)		42,504		956
USAA Growth Fund Institutional Shares		1,963		84		(435	)		82			65		447			2,141		19
USAA High Income Fund Institutional Shares		6,397		5,195		—			—			—		733			12,325		431
USAA Income Fund Institutional Shares		56,887		1,937		(22,479	)		1,028			539		46			37,419		1,398
USAA Income Stock Fund Institutional Shares		3,177		65		(1,391	)		(29	)		—		927			2,749		65
USAA Intermediate-Term Bond Fund Institutional Shares		33,040		6,765		—			—			771		200			40,005		1,411
USAA International Fund Institutional Shares		6,859		569		(1,451	)		(168	)		—		2,621			8,430		152
USAA Precious Metals and Minerals Fund Institutional Shares		1,385		2		(228	)		93			—		156			1,408		2

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	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 5/31/21		Dividend Income
USAA Short-Term Bond Fund Institutional Shares	$	6,382	$	206	$	—		$	—		$	11	$	162	$	6,750	$	195
USAA Small Cap Stock Fund Institutional Shares		2,385		135		(1,891	)		104			92		753		1,486		43
USAA Target Managed Allocation Fund		4,074		1,199		(203	)		18			93		1,271		6,359		240
USAA Value Fund Institutional Shares		1,730		30		(210	)		(103	)		—		748		2,195		30
VictoryShares USAA Core Intermediate-Term Bond ETF		17,709		—		—			—			33		122		17,831		411
VictoryShares USAA Core Short-Term Bond ETF		229		30,683		—			—			46		59		30,971		336
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		879		1,746		—			—			—		875		3,500		50
VictoryShares USAA MSCI International Value Momentum ETF		2,694		1,733		—			—			—		1,336		5,763		100
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		1,049		—		(353	)		102			—		515		1,313		18
VictoryShares USAA MSCI USA Value Momentum ETF		4,907		—		(825	)		143			—		2,036		6,261		92
	$	205,466	$	53,684	$	(33,739	)	$	1,683		$	1,963	$	15,992	$	243,086	$	6,093

22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Cornerstone Conservative Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Cornerstone Conservative Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

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Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

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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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,043.80	$	1,024.43	$	0.51	$	0.50		0.10	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions		Foreign Taxes Paid
	6	%		11	%	$	224	$	2,039	$	31

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

USAA Cornerstone Conservative 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

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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"). The Board noted that the Adviser does not receive a management fee from the Fund. The data indicated that the Fund's total expenses, which included underlying fund expenses, were below the medians of its expense group and 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 Lipper index for the one-, three- and five-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration that the Adviser does not collect a management fee from the Fund. 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. 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.

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Economies of Scale — With respect to the consideration of any economies of scale to be realized by the Fund, the Board took into account that the Adviser does not receive any advisory fees under the Advisory Agreement. 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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

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  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration each Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Funds' investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of each Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Funds' portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

35

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

97446-0721

MAY 31, 2021

Annual Report

USAA Cornerstone Equity Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
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
Report of Independent Registered Public Accounting Firm	23
Supplemental Information (Unaudited)	24
Trustees' and Officers' Information	24
Proxy Voting and Portfolio Holdings Information	30
Expense Example	30
Additional Federal Income Tax Information	31
Advisory Contract Agreement	32
Liquidity Risk Management Program	35
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad of challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Cornerstone Equity Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Cornerstone Equity Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Cornerstone Equity Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 42.26%. This compares to a return of 41.85% for the MSCI All-Country World Index and 42.79% for the Cornerstone Equity Composite Index.

•  What strategies did you employ during the reporting period?

The Fund delivered strong positive total returns during the reporting period as equity markets rebounded sharply off the market lows produced during the COVID-induced sell off early last year. All major equity asset classes participated in the rally with U.S. small-cap and emerging market stocks leading the way. Despite the double-digit total returns, the Fund slightly underperformed the Cornerstone Equity Composite Index.

Positive contributors to the relative performance included an overweight to small-cap stocks. The Fund also benefitted from a tactical underweight to cash. The Fund's holdings within U.S. small-cap contributed positively through stock selection. An underweight to real estate investment trusts also added slightly to performance.

These positive drivers were offset by weakness in the security selection within the U.S large-cap and emerging market segments of the portfolio. Additionally, the Fund's commodity exposure was weighted more heavily towards gold-related securities, which underperformed a more diversified basket.

Thank you for allowing us to assist you with your investment needs.

5

USAA Mutual Funds Trust

USAA Cornerstone Equity Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	6/8/12
	Net Asset Value			MSCI All-Country World Index1			Cornerstone Equity Composite Index2
One Year		42.26	%		41.85	%		42.79	%
Five Year		12.14	%		14.18	%		14.11	%
Since Inception		10.31	%		12.24	%		12.41	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Cornerstone Equity Fund — Growth of $10,000

*The performance of the MSCI All-Country World Index and Cornerstone Equity Composite Index is calculated from the end of the month, May 31, 2012, while the inception date of the Cornerstone Equity Fund is June 8, 2012. There might be a slight variation of performance numbers because of the difference.

¹The unmanaged MSCI All-Country World Index is a free float-adjusted, market capitalization-weighted index designed to measure the performance of large- and mid-cap stocks across developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Cornerstone Equity Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) Gross (56%), the MSCI ACWI ex USA IMI Net (37%), the Bloomberg Commodity Index Total Return (2.5%), the MSCI U.S. Real Estate Investment Trust (REIT) Index Gross (2.5%), and the Bloomberg Barclays U.S. Treasury Bills (1–3M) (2%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Cornerstone Equity Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks capital appreciation over the long term.

Top 10 Holdings*:

May 31, 2021

(% of Net Assets)

USAA 500 Index Fund Reward Shares	16.9	%
USAA International Fund Institutional Shares	13.9	%
VictoryShares USAA MSCI USA Value Momentum ETF	13.8	%
VictoryShares USAA MSCI International Value Momentum ETF	12.7	%
USAA Target Managed Allocation Fund	6.5	%
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF	5.9	%
USAA Income Stock Fund Institutional Shares	5.3	%
USAA Value Fund Institutional Shares	5.0	%
USAA Growth Fund Institutional Shares	4.8	%
USAA Emerging Markets Fund Institutional Shares	4.8	%

Asset Allocation*:

May 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%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Cornerstone Equity Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (35.2%)
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		266,858	$	13,745
VictoryShares USAA MSCI International Value Momentum ETF		582,422		29,558
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		93,813		6,641
VictoryShares USAA MSCI USA Value Momentum ETF		486,192		31,949
Total Affiliated Exchange-Traded Funds (Cost $70,853)				81,893
Affiliated Mutual Funds (64.5%)
USAA 500 Index Fund Reward Shares		685,032		39,191
USAA Aggressive Growth Fund Institutional Shares		184,385		10,431
USAA Emerging Markets Fund Institutional Shares		451,418		11,042
USAA Growth Fund Institutional Shares		306,553		11,057
USAA Income Stock Fund Institutional Shares		610,581		12,321
USAA International Fund Institutional Shares		1,094,837		32,254
USAA Precious Metals and Minerals Fund Institutional Shares		43,865		1,011
USAA Small Cap Stock Fund Institutional Shares		265,433		5,781
USAA Target Managed Allocation Fund		1,162,728		15,092
USAA Value Fund Institutional Shares		619,656		11,619
Total Affiliated Mutual Funds (Cost $106,805)				149,799
Total Investments (Cost $177,658) — 99.7%				231,692
Other assets in excess of liabilities — 0.3%				544
NET ASSETS — 100.00%			$	232,236

At May 31, 2021, the Fund's investments in foreign securities were 37.3% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

8

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Cornerstone Equity Fund
Assets:
Affiliated investments, at value (Cost $177,658)	$	231,692
Cash		632
Receivables:
Capital shares issued		62
From Adviser		2
Prepaid expenses		12
Total Assets		232,400
Liabilities:
Payables:
Capital shares redeemed		113
Accrued expenses and other payables:
Custodian fees		1
Compliance fees		—	(a)
Trustees' fees		1
Other accrued expenses		49
Total Liabilities		164
Net Assets:
Capital		175,234
Total accumulated earnings/(loss)		57,002
Net Assets	$	232,236
Shares (unlimited number of shares authorized with no par value):		13,318
Net asset value, offering and redemption price per share: (b)	$	17.44

(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 Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Cornerstone Equity Fund
Investment Income:
Income distributions from affiliated funds	$	3,825
Interest		—	(a)
Securities lending (net of fees)		1
Total Income		3,826
Expenses:
Sub-Administration fees		18
Custodian fees		7
Trustees' fees		50
Compliance fees		1
Printing fees		54
Legal and audit fees		55
State registration and filing fees		25
Interfund lending fees		—	(a)
Other expenses		16
Total Expenses		226
Expenses waived/reimbursed by Adviser		(18	)
Net Expenses		208
Net Investment Income (Loss)		3,618
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		355
Capital gain distributions received from affiliated funds		1,554
Net change in unrealized appreciation/depreciation on affiliated funds		67,536
Net realized/unrealized gains (losses) on investments		69,445
Change in net assets resulting from operations	$	73,063

(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 Cornerstone Equity Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	3,618		$	4,906
Net realized gains (losses) from investments		1,909			13,841
Net change in unrealized appreciation/depreciation on investments		67,536			(18,537	)
Change in net assets resulting from operations		73,063			210
Change in net assets resulting from distributions to shareholders		(16,403	)		(10,384	)
Change in net assets resulting from capital transactions		(15,437	)		(1,101	)
Change in net assets		41,223			(11,275	)
Net Assets:
Beginning of period		191,013			202,288
End of period	$	232,236		$	191,013
Capital Transactions:
Proceeds from shares issued	$	26,443		$	39,178
Distributions reinvested		16,362			10,364
Cost of shares redeemed		(58,242	)		(50,643	)
Change in net assets resulting from capital transactions	$	(15,437	)	$	(1,101	)
Share Transactions:
Issued		1,681			2,815
Reinvested		1,061			684
Redeemed		(3,809	)		(3,666	)
Change in Shares		(1,067	)		(167	)

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 Cornerstone Equity Fund
Year Ended:
May 31, 2021	$	13.28		0.27	(b)		5.16			5.43			(0.20	)		(1.07	)
May 31, 2020	$	13.90		0.34	(b)		(0.24	)		0.10			(0.32	)		(0.40	)
May 31, 2019	$	15.49		0.26			(0.99	)		(0.73	)		(0.25	)		(0.61	)
May 31, 2018	$	14.31		0.22			1.26			1.48			(0.22	)		(0.08	)
May 31, 2017	$	12.51		0.19			2.02			2.21			(0.19	)		(0.22	)

*  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 June 30, 2023, 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)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(c)  Reflects increased usage of quantitative investment strategies.

(d)  Reflects an increase in trading activity due to asset allocation shifts.

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*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Cornerstone Equity Fund
Year Ended:
May 31, 2021		(1.27	)	$	17.44		42.26	%		0.10	%		1.74	%		0.11	%	$	232,236		5	%
May 31, 2020		(0.72	)	$	13.28		0.14	%		0.10	%		2.38	%		0.10	%	$	191,013		6	%
May 31, 2019		(0.86	)	$	13.90		(4.35	)%		0.10	%		1.79	%		0.13	%	$	202,288		11	%(c)
May 31, 2018		(0.30	)	$	15.49		10.32	%		0.10	%		1.46	%		0.13	%	$	200,186		38	%(d)
May 31, 2017		(0.41	)	$	14.31		17.99	%		0.10	%		1.39	%		0.20	%	$	143,657		7	%

See notes to financial statements.

13

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Cornerstone Equity Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act. The Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds managed by the Fund's Adviser, Victory Capital Management Inc. ("VCM"), an affiliate of 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 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.

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 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

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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, including underlying funds, are valued at their NAV. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of May 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
Affiliated Exchange-Traded Funds	$	81,893	$	—	$	—	$	81,893
Affiliated Mutual Funds		149,799		—		—		149,799
Total	$	231,692	$	—	$	—	$	231,692

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

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 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.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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. As of May 31, 2021, the Fund did not have any securities on loan.

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 May 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.

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	11,121	$	38,111

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

There were no purchases or sales of U.S. government securities during the year ended May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. The Adviser does not receive any fees from the Fund for these services.

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 year ended May 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 does not receive any fees from the Fund for these services.

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 year ended May 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 Fund 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 year ended May 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 received no fees from the Fund for these services.

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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 0.10%.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2024		Total
$	18	$	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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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 States, are adopting more protectionist trade policies and moving

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

Equity Risk — The Fund may invest in underlying affiliated funds that invest in equity securities. 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.

6. Borrowing and Interfund Lending:

Line of Credit:

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.

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 31, 2021, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	908		1		0.62	%	$	908

*  For the year ended May 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 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	2,667	$	13,736	$	16,403	$	4,702	$	5,682	$	10,384

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	1,515	$	1,817	$	3,332	$	53,670	$	57,002

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	178,022	$	54,185	$	(515	)	$	53,670

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares or an investment company managed by VCM. The Fund does not invest in affiliated underlying funds for the purpose of exercising management or control. These underlying funds are noted as affiliated on the Fund's Schedule of Portfolio Investments. The affiliated underlying fund's annual or semiannual reports may be viewed at vcm.com. Transactions in affiliated securities during the year ended May 31, 2021, were as follows (amount in thousands):

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation		Fair Value 5/31/2021			Dividend Income
USAA 500 Index Fund Reward Shares	$	26,240	$	5,148	$	(1,756	)	$	185	$	659	$	9,374	$	39,191		$	461
USAA Aggressive Growth Fund Institutional Shares		8,071		18		(401	)		7		18		2,736		10,431			—
USAA Capital Growth Fund Institutional Shares		5,444		—		(5,996	)		75		—		477		—	*		—

21

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/2021		Dividend Income
USAA Emerging Markets Fund Institutional Shares	$	8,232	$	756	$	(1,761	)	$	220		$	—	$	3,595		$	11,042	$	116
USAA Growth Fund Institutional Shares		9,479		435		(1,391	)		185			338		2,349			11,057		97
USAA Income Stock Fund Institutional Shares		8,495		803		—			—			—		3,023			12,321		209
USAA International Fund Institutional Shares		27,920		565		(5,460	)		(942	)		—		10,171			32,254		565
USAA Precious Metals and Minerals Fund Institutional Shares		1,332		2		(491	)		241			—		(73	)		1,011		2
USAA Small Cap Stock Fund Institutional Shares		6,667		473		(4,123	)		33			321		2,731			5,781		151
USAA Target Managed Allocation Fund		12,716		982		(1,873	)		132			218		3,135			15,092		563
USAA Value Fund Institutional Shares		8,228		160		(190	)		(94	)		—		3,515			11,619		160
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		9,618		1,779		(1,797	)		(274	)		—		4,419			13,745		324
VictoryShares USAA MSCI International Value Momentum ETF		22,189		—		(314	)		(72	)		—		7,755			29,558		577
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF		6,791		—		(3,173	)		(62	)		—		3,085			6,641		93
VictoryShares USAA MSCI USA Value Momentum ETF		29,369		—		(9,385	)		721			—		11,244			31,949		507
	$	190,791	$	11,121	$	(38,111	)	$	355		$	1,554	$	67,536		$	231,692	$	3,825

*  Rounds to less than $1 thousand.

22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Cornerstone Equity Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Cornerstone Equity Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

23

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

24

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

25

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

26

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

27

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

28

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

29

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,187.40	$	1,024.43	$	0.55	$	0.50		0.10	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

30

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Long-Term Capital Gain Distributions		Foreign Taxes Paid
	37	%		77	%	$	13,736	$	124

31

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

  (Unaudited)

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

USAA Cornerstone Equity 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

32

USAA Mutual Funds Trust Supplemental Information —continued
May 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"). The Board noted that the Adviser does not receive a management fee from the Fund. The data indicated that the Fund's total expenses, which included underlying fund expenses, were below the medians of its expense group and 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. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance relative to its peers.

Compensation and Profitability — The Board took into consideration that the Adviser does not collect a management fee from the Fund. 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. 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

33

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

  (Unaudited)

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 — With respect to the consideration of any economies of scale to be realized by the Fund, the Board took into account that the Adviser does not receive any advisory fees under the Advisory Agreement. 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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

34

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration each Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Funds' investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of each Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Funds' portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Funds did not experience any significant liquidity challenges during the covered period, and the Funds' LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure each Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in each Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that each Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Funds have not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

35

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

97449-0721

MAY 31, 2021

Annual Report

USAA Cornerstone Moderate Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
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	28
Report of Independent Registered Public Accounting Firm	39
Supplemental Information (Unaudited)	40
Trustees' and Officers' Information	40
Proxy Voting and Portfolio Holdings Information	46
Expense Example	46
Additional Federal Income Tax Information	47
Advisory Contract Agreement	48
Liquidity Risk Management Program	51
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad of challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Cornerstone Moderate Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Cornerstone Moderate Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Cornerstone Moderate Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 21.00%. This compares to returns of 41.85% for the MSCI All-Country World Index and 20.98% for the Cornerstone Moderate Composite Index.

•  What strategies did you employ during the reporting period?

The Fund delivered strong positive total returns during the reporting period as equity markets rebounded sharply off the market lows produced during the COVID-induced sell off early last year. All major equity asset classes participated in the rally with U.S. small-cap and emerging market stocks leading the way. The Fund's allocation to fixed income produced small positive returns. During the period, the Fund outperformed its Cornerstone Moderate Composite Index.

Positive contributors to the relative performance included an overweight to emerging market stocks. The Fund also benefitted from a tactical underweight to fixed-income securities as the sharp increase in interest rates weighed on bond prices particularly during the first quarter of 2021. Security selection in the Fund's underlying fixed-income portfolio added value due to an overweight to credit-oriented securities.

These positive drivers were offset by weakness in the security selection within the U.S large-cap portion of the portfolio, primarily driven by the resurgence of what we believe are lower-quality stocks, which experienced a sharp relief rally following the rollout of the vaccine. Additionally, the Fund's commodity exposure was weighted more heavily towards gold-related securities, which underperformed a more diversified basket. A tactical underweight to real estate investment trusts also detracted slightly from performance.

Thank you for allowing us to assist you with your investment needs.

5

USAA Mutual Funds Trust

USAA Cornerstone Moderate Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	9/1/95
	Net Asset Value			MSCI All-Country World Index1			Cornerstone Moderate Composite Index2
One Year		21.00	%		41.85	%		20.98	%
Five Year		7.65	%		14.18	%		9.19	%
Ten Year		5.28	%		9.58	%		7.18	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Cornerstone Moderate Fund — Growth of $10,000

¹The unmanaged MSCI All-Country World Index is a free float-adjusted, market capitalization-weighted index designed to measure the performance of large- and mid-cap stocks across developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Cornerstone Moderate Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) Gross (29%), the MSCI ACWI ex USA IMI Net (19%), the Bloomberg Barclays U.S. Universal Index (48%), the Bloomberg Commodity Index Total Return (1%), the MSCI U.S. Real Estate Investment Trust (REIT) Index Gross (1%), and the Bloomberg Barclays U.S. Treasury — Bills (1-3M) (2%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks high total return.

Asset Allocation*:

May 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%.

7

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (1.4%)
Americredit Automobile Receivables Trust, Series 2018-1, Class C, 3.50%, 1/18/24, Callable 8/18/22 @ 100	$	2,640	$	2,705
Americredit Automobile Receivables Trust, Series 2018-2, Class A3, 3.15%, 3/20/23, Callable 10/18/22 @ 100		46		46
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24, Callable 6/20/23 @ 100 (a)		1,344		1,358
Canadian Pacer Auto Receivables Trust, Series 2018-1A, Class C, 3.82%, 4/19/24, Callable 6/19/21 @ 100 (a)		1,190		1,192
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25, Callable 8/15/23 @ 100		620		642
Credit Acceptance Auto Loan Trust, Series 2018-3A, Class A, 3.55%, 8/15/27, Callable 10/15/21 @ 100 (a)		20		20
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26, Callable 8/15/22 @ 100		662		680
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24, Callable 4/15/23 @ 100 (a)		935		946
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24, Callable 4/15/22 @ 100 (a)		490		505
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24, Callable 5/15/23 @ 100 (a)		499		502
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31, Callable 2/15/25 @ 100 (a)		648		677
Hertz Vehicle Financing II LP, Series 2019-3A, Class A, 2.67%, 12/26/25 (a)		94		94
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable 6/20/22 @ 100 (a)		437		444
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30, Callable 2/20/23 @ 100 (a)		249		253
Navient Student Loan Trust, Series 2015-2, Class B, 1.59% (LIBOR01M+150bps), 8/25/50, Callable 8/25/29 @ 100 (b)		950		951
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 10/20/27 @ 100 (a)		303		313
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 5/20/25 @ 100 (a)		506		518
SLM Student Loan Trust, Series 2003-14, Class B, 0.73% (LIBOR03M+55bps), 10/25/65, Callable 10/25/29 @ 100 (b)		302		287
Transportation Finance Equipment Trust, Series 2019-1, Class B, 2.06%, 5/23/24, Callable 6/23/23 @ 100 (a)		900		923
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49, Callable 11/17/21 @ 100 (a)		392		401
Trinity Rail Leasing LLC, Series 2019-2A, Class A2, 3.10%, 10/18/49, Callable 5/17/23 @ 100 (a)		2,000		2,105
Westlake Automobile Receivables Trust, Series 2020-1A, Class B, 1.94%, 4/15/25, Callable 4/15/23 @ 100 (a)		1,618		1,641
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%, 1/16/24, Callable 1/15/22 @ 100 (a)		751		759
Total Asset-Backed Securities (Cost $17,546)				17,962

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
Collateralized Mortgage Obligations (0.8%)
Banc of America Commercial Mortgage Trust, Series 2006-3, Class AM, 5.66%, 7/10/44 (c)	$	1,254	$	181
Banc of America Commercial Mortgage Trust, Series 2008-1, Class AJ, 6.57%, 2/10/51 (c)		130		129
Benchmark Mortgage Trust, Series 2020-B17, Class ASB, 2.18%, 3/15/53, Callable 11/15/29 @ 100		648		666
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.61% (LIBOR01M+250bps), 10/7/21 (a) (b)		1,200		1,199
BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41 (a)		598		639
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class A, 3.34%, 5/10/36 (a)		1,000		1,066
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AAB, 2.61%, 1/15/53, Callable 11/15/29 @ 100		648		687
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A, 2.65%, 12/10/41 (a)		972		995
COMM Mortgage Trust, Series 2019-GC44, Class ASB, 2.87%, 8/15/57, Callable 5/15/29 @ 100		971		1,044
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		661		708
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL, 0.29% (LIBOR01M+19bps), 2/15/40 (b)		25		25
CSAIL Commercial Mortgage Trust, Series 2016-C6, Class XA, 1.91%, 1/15/49, Callable 11/15/25 @ 100 (c) (d)		10,278		703
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)		1,500		1,542
GS Mortgage Securities Trust, Series 2020-GC45, Class AAB, 2.84%, 2/13/53, Callable 9/13/29 @ 100		347		372
Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (a)		414		421
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.05%, 5/10/45, Callable 4/10/22 @ 100 (a) (c) (d)		11,021		83
Total Collateralized Mortgage Obligations (Cost $11,510)				10,460
Common Stocks (15.2%)
Communication Services (1.5%):
Alphabet, Inc. Class C (e)		2,621		6,321
AT&T, Inc.		39,692		1,168
Comcast Corp. Class A		45,633		2,617
Facebook, Inc. Class A (e)		6,498		2,136
Match Group, Inc. (e)		6,125		878
Pinterest, Inc. Class A (e)		14,948		976
Sirius XM Holdings, Inc. (f)		142,069		888
Snap, Inc. Class A (e)		16,837		1,046
Verizon Communications, Inc.		43,836		2,476
				18,506

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Discretionary (1.2%):
Aptiv PLC (e)		6,270	$	943
AutoZone, Inc. (e)		608		855
Best Buy Co., Inc.		7,330		852
eBay, Inc.		16,006		975
Ford Motor Co. (e)		80,454		1,169
General Motors Co. (e)		17,001		1,008
Lennar Corp. Class A		8,758		867
Lowe's Cos., Inc.		10,797		2,104
O'Reilly Automotive, Inc. (e)		1,645		880
Roku, Inc. (e)		2,861		992
Target Corp. (g)		9,725		2,207
Tesla, Inc. (e)		2,487		1,555
The Home Depot, Inc.		4,330		1,381
				15,788
Consumer Staples (1.0%):
Altria Group, Inc.		61,731		3,039
Archer-Daniels-Midland Co.		14,277		950
Colgate-Palmolive Co.		11,843		992
Keurig Dr Pepper, Inc.		24,794		917
Monster Beverage Corp. (e)		10,311		972
Philip Morris International, Inc.		23,191		2,236
The Clorox Co.		4,926		871
The Estee Lauder Cos., Inc.		3,289		1,008
Tyson Foods, Inc. Class A		11,300		898
Walgreens Boots Alliance, Inc.		17,401		916
				12,799
Energy (0.3%):
Chevron Corp.		11,401		1,183
ConocoPhillips		35,530		1,981
Marathon Petroleum Corp.		15,683		969
				4,133
Financials (2.0%):
AGNC Investment Corp.		2,798		52
Annaly Capital Management, Inc.		7,018		65
Aon PLC Class A		3,696		937
Berkshire Hathaway, Inc. Class B (e)		5,362		1,552
BlackRock, Inc.		1,277		1,120
Capital One Financial Corp.		12,759		2,051
Citigroup, Inc.		15,315		1,205
Fifth Third Bancorp		21,853		921
KeyCorp		38,196		880
MetLife, Inc.		28,604		1,870
Morgan Stanley		24,930		2,267
MSCI, Inc.		1,897		888
Prudential Financial, Inc.		17,967		1,922
S&P Global, Inc.		2,605		989

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
SVB Financial Group (e)		3,115	$	1,816
T. Rowe Price Group, Inc.		4,898		937
The Allstate Corp.		7,094		969
The Goldman Sachs Group, Inc.		5,884		2,189
The Progressive Corp.		9,189		910
Wells Fargo & Co.		25,687		1,200
				24,740
Health Care (2.9%):
Abbott Laboratories		10,385		1,211
AbbVie, Inc.		10,662		1,207
Agilent Technologies, Inc.		7,086		979
Align Technology, Inc. (e)		1,557		919
Amgen, Inc.		8,868		2,110
Anthem, Inc.		2,654		1,057
Biogen, Inc. (e)		6,897		1,845
Bristol-Myers Squibb Co.		17,521		1,151
Cigna Corp.		4,029		1,043
CVS Health Corp.		12,770		1,104
Danaher Corp.		4,481		1,148
Eli Lilly & Co.		5,808		1,160
Gilead Sciences, Inc. (g)		15,570		1,029
HCA Healthcare, Inc.		9,237		1,984
IDEXX Laboratories, Inc. (e)		3,399		1,897
IQVIA Holdings, Inc. (e)		4,027		967
Johnson & Johnson (g)		19,266		3,261
Merck & Co., Inc.		15,170		1,151
Mettler-Toledo International, Inc. (e)		1,414		1,840
Pfizer, Inc.		31,971		1,238
Stryker Corp.		4,011		1,024
Thermo Fisher Scientific, Inc.		2,535		1,190
UnitedHealth Group, Inc.		11,047		4,550
Waters Corp. (e)		2,801		903
Zoetis, Inc.		5,780		1,021
				36,989
Industrials (1.6%):
3M Co.		10,653		2,163
Carrier Global Corp.		21,161		972
Caterpillar, Inc.		4,653		1,122
CSX Corp.		9,886		990
Cummins, Inc.		3,605		927
Deere & Co.		2,751		993
Eaton Corp. PLC		13,235		1,922
Fastenal Co.		16,781		890
General Dynamics Corp.		4,975		945
Illinois Tool Works, Inc.		4,137		959
Johnson Controls International PLC		14,487		964
Lockheed Martin Corp.		5,348		2,044
Northrop Grumman Corp.		2,678		980
Otis Worldwide Corp.		11,668		914

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
PACCAR, Inc.		9,862	$	903
Rockwell Automation, Inc.		3,299		870
Trane Technologies PLC		5,164		963
W.W. Grainger, Inc.		1,932		893
				20,414
Information Technology (3.5%):
Accenture PLC Class A		3,991		1,126
Adobe, Inc. (e)		2,516		1,270
Apple, Inc.		69,010		8,599
Applied Materials, Inc.		15,752		2,176
Broadcom, Inc.		5,159		2,437
Cadence Design Systems, Inc. (e)		7,214		916
CDW Corp.		5,104		844
Cisco Systems, Inc.		46,804		2,476
Cognizant Technology Solutions Corp. Class A		12,667		906
HP, Inc.		80,563		2,355
Intel Corp.		21,583		1,233
International Business Machines Corp.		7,584		1,090
Intuit, Inc.		2,536		1,114
Lam Research Corp.		3,172		2,061
Mastercard, Inc. Class A		3,707		1,337
Micron Technology, Inc. (e)		11,383		958
Microsoft Corp. (g)		15,297		3,819
NVIDIA Corp.		2,462		1,600
NXP Semiconductors NV		4,732		1,000
Oracle Corp.		14,029		1,105
Square, Inc. Class A (e)		4,226		940
TE Connectivity Ltd.		6,822		926
Texas Instruments, Inc.		12,138		2,304
VeriSign, Inc. (e)		4,010		882
VMware, Inc. Class A (e) (f)		5,550		876
				44,350
Materials (0.4%):
Dow, Inc.		14,294		978
International Paper Co.		14,832		936
LyondellBasell Industries NV Class A		8,237		927
PPG Industries, Inc.		5,162		928
The Sherwin-Williams Co.		3,410		967
				4,736
Real Estate (0.4%):
Alexandria Real Estate Equities, Inc.		636		113
American Tower Corp.		2,224		568
AvalonBay Communities, Inc.		708		147
Boston Properties, Inc.		747		88
Camden Property Trust		487		61
CBRE Group, Inc. Class A (e)		1,679		147
Crown Castle International Corp.		2,209		419
Digital Realty Trust, Inc.		1,370		208

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Duke Realty Corp.		1,869	$	87
Equinix, Inc.		447		329
Equity LifeStyle Properties, Inc.		879		62
Equity Residential		1,868		145
Essex Property Trust, Inc.		327		97
Extra Space Storage, Inc.		661		99
Gaming and Leisure Properties, Inc.		32		1
Healthpeak Properties, Inc.		2,671		89
Host Hotels & Resorts, Inc. (e)		3,450		59
Invitation Homes, Inc.		2,844		103
Iron Mountain, Inc.		1,461		64
Medical Properties Trust, Inc.		2,885		61
Mid-America Apartment Communities, Inc.		574		92
Omega Healthcare Investors, Inc.		1,149		42
Prologis, Inc.		3,724		439
Public Storage		803		227
Realty Income Corp.		1,755		120
Regency Centers Corp.		861		56
SBA Communications Corp.		560		167
Simon Property Group, Inc.		1,694		218
Sun Communities, Inc.		501		84
UDR, Inc.		1,487		71
Ventas, Inc.		1,882		104
VEREIT, Inc.		1,080		51
VICI Properties, Inc.		2,668		83
Vornado Realty Trust		808		38
Welltower, Inc.		2,095		157
Weyerhaeuser Co.		3,701		140
WP Carey, Inc.		880		66
				5,102
Utilities (0.4%):
Exelon Corp.		21,418		966
NextEra Energy, Inc. (g)		15,118		1,107
NRG Energy, Inc.		24,722		795
The AES Corp.		67,180		1,707
				4,575
Total Common Stocks (Cost $146,639)				192,132
Preferred Stocks (0.5%)
Communication Services (0.2%):
Qwest Corp., 6.50%, 9/1/56		112,000		2,839
Financials (0.3%):
Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (h)		167,198		3,720
Total Preferred Stocks (Cost $6,862)				6,559

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Corporate Bonds (10.7%)
Communication Services (0.2%):
Fox Corp., 3.05%, 4/7/25, Callable 3/7/25 @ 100	$	462	$	495
The Walt Disney Co., 2.20%, 1/13/28		437		450
T-Mobile USA, Inc., 3.88%, 4/15/30, Callable 1/15/30 @ 100 (f)		1,174		1,287
				2,232
Consumer Discretionary (0.2%):
AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100		394		464
Hasbro, Inc., 3.55%, 11/19/26, Callable 9/19/26 @ 100		777		852
Nordstrom, Inc., 4.38%, 4/1/30, Callable 1/1/30 @ 100 (f)		648		666
O'Reilly Automotive, Inc., 4.20%, 4/1/30, Callable 1/1/30 @ 100		500		570
VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100		488		511
				3,063
Consumer Staples (0.6%):
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%, 2/1/36, Callable 8/1/35 @ 100		1,619		1,931
Kraft Heinz Foods Co., 3.75%, 4/1/30, Callable 1/1/30 @ 100		728		780
McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100		284		288
Mondelez International, Inc., 2.75%, 4/13/30, Callable 1/13/30 @ 100		250		259
PepsiCo, Inc., 2.25%, 3/19/25, Callable 2/19/25 @ 100		1,505		1,593
Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100		379		484
The Coca-Cola Co., 2.00%, 3/5/31 (f)		500		497
Unilever Capital Corp., 2.60%, 5/5/24, Callable 3/5/24 @ 100		1,500		1,592
				7,424
Energy (1.4%):
Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)		1,237		1,300
Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @ 100		1,500		1,616
Enbridge Energy Partners LP, 7.38%, 10/15/45, Callable 4/15/45 @ 100 (g)		2,950		4,495
Enterprise Products Operating LLC, 2.80%, 1/31/30, Callable 10/31/29 @ 100 (f)		972		1,013
Enterprise TE Partners LP, 2.97% (LIBOR03M+278bps), 6/1/67, Callable 7/12/21 @ 100 (b)		2,500		2,075
Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100 (g)		1,618		1,747
Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)		412		413
Marathon Petroleum Corp., 4.70%, 5/1/25, Callable 4/1/25 @ 100		458		519
Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)		991		1,042
National Oilwell Varco, Inc., 3.60%, 12/1/29, Callable 9/1/29 @ 100		1,295		1,350
Occidental Petroleum Corp. 3.50%, 8/15/29, Callable 5/15/29 @ 100		209		196
4.40%, 8/15/49, Callable 2/15/49 @ 100		648		548
ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100		404		513
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%, 3/1/30, Callable 3/1/25 @ 102.75		648		700
Western Midstream Operating LP, 4.35%, 2/1/25, Callable 1/1/25 @ 100		682		714
				18,241

See notes to financial statements.

14

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USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Financials (4.0%):
AmTrust Financial Services, Inc., 6.13%, 8/15/23	$	1,921	$	1,951
Ares Capital Corp., 3.63%, 1/19/22, Callable 12/19/21 @ 100 (f) (g)		1,600		1,626
Assurant, Inc., 3.70%, 2/22/30, Callable 11/22/29 @ 100		1,154		1,241
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable 11/20/24 @ 100 (b)		833		859
BBVA USA, 3.88%, 4/10/25, Callable 3/10/25 @ 100		2,000		2,201
Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)		994		967
Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100		972		988
Cullen/Frost Capital Trust II, 1.74% (LIBOR03M+155bps), 3/1/34, Callable 7/12/21 @ 100 (b)		4,000		3,843
First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100		488		598
First Maryland Capital I, 1.18% (LIBOR03M+100bps), 1/15/27, Callable 7/12/21 @ 100 (b)		2,850		2,722
Glencore Funding LLC, 2.50%, 9/1/30, Callable 6/1/30 @ 100 (a)		1,159		1,137
Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)		832		896
HSB Group, Inc., 1.09% (LIBOR03M+91bps), 7/15/27, Callable 7/12/21 @ 100 (b)		2,575		2,337
Hyundai Capital America, 3.75%, 7/8/21 (a) (g)		3,250		3,260
JPMorgan Chase & Co., 2.52% (SOFR+204bps), 4/22/31, Callable 4/22/30 @ 100 (b)		569		578
KeyCorp, 2.25%, 4/6/27, MTN		972		1,012
Level 3 Financing, Inc., 3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)		1,295		1,376
Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100		654		702
Nationwide Mutual Insurance Co., 2.47% (LIBOR03M+229bps), 12/15/24, Callable 7/12/21 @ 100 (a) (b)		5,670		5,651
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @ 100 (b) (f)		249		269
Pinnacle Financial Partners, Inc., 4.13% (LIBOR03M+278bps), 9/15/29, Callable 9/15/24 @ 100 (b)		1,000		991
PPL Capital Funding, Inc., 4.13%, 4/15/30, Callable 1/15/30 @ 100		647		734
Prudential Financial, Inc., 5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)		2,800		3,027
Regions Financial Corp., 2.25%, 5/18/25, Callable 4/18/25 @ 100		737		772
Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100		412		444
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b)		2,600		2,692
Texas Capital Bank NA, 5.25%, 1/31/26		647		694
The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100		194		211
Toyota Motor Credit Corp., 3.38%, 4/1/30, MTN		714		789
Truist Bank, 0.83% (LIBOR03M+67bps), 5/15/27, Callable 7/12/21 @ 100 (b)		6,000		5,827
Wells Fargo & Co., 2.19% (SOFR+200bps), 4/30/26, Callable 4/30/25 @ 100 (b)		733		765
				51,160
Health Care (0.6%):
AbbVie, Inc., 3.20%, 11/21/29, Callable 8/21/29 @ 100		1,295		1,392
Commonspirit Health, 3.35%, 10/1/29, Callable 4/1/29 @ 100		1,000		1,074
CVS Health Corp., 3.25%, 8/15/29, Callable 5/15/29 @ 100 (g)		1,998		2,151
DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100		738		780
Duke University Health System, Inc., 2.60%, 6/1/30		485		502
HCA, Inc., 5.13%, 6/15/39, Callable 12/15/38 @ 100		1,619		1,979

See notes to financial statements.

15

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USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (a)	$	248	$	253
				8,131
Industrials (1.5%):
BNSF Funding Trust, 6.61% (LIBOR03M+235bps), 12/15/55, Callable 1/15/26 @ 100 (b)		3,000		3,430
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100		972		998
Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100		486		496
Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100		486		511
CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)		222		222
Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100		971		1,034
Georgia-Pacific LLC, 2.10%, 4/30/27, Callable 2/28/27 @ 100 (a)		1,140		1,182
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (g)		1,500		1,665
IDEX Corp., 3.00%, 5/1/30, Callable 2/1/30 @ 100		1,140		1,191
Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100		648		654
Penske Truck Leasing Co. LP/PTL Finance Corp., 4.00%, 7/15/25, Callable 6/15/25 @ 100 (a)		647		716
Ryder System, Inc., 2.90%, 12/1/26, MTN, Callable 10/1/26 @ 100		1,618		1,737
Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100		526		616
The Boeing Co., 5.71%, 5/1/40, Callable 11/1/39 @ 100		979		1,223
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable 9/15/29 @ 100		1,300		1,367
United Airlines Pass Through Trust, 2.90%, 11/1/29		1,434		1,398
				18,440
Information Technology (0.4%):
Amphenol Corp., 2.80%, 2/15/30, Callable 11/15/29 @ 100		1,500		1,558
HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100		743		793
Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100		222		226
Microsoft Corp., 3.45%, 8/8/36, Callable 2/8/36 @ 100		2,105		2,363
				4,940
Materials (0.2%):
Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100		389		397
Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)		204		219
LYB International Finance III LLC, 3.38%, 5/1/30, Callable 2/1/30 @ 100		569		612
Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100		654		716
WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)		373		387
				2,331
Real Estate (0.7%):
AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/15/30 @ 100		983		993
Boston Properties LP, 3.25%, 1/30/31, Callable 10/30/30 @ 100		428		451
Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100		1,134		1,133
GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100		249		264
Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100		206		212
Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100		1,400		1,480
Mid-America Apartments LP, 2.75%, 3/15/30, Callable 12/15/29 @ 100		1,619		1,665
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100		1,000		1,123
SBA Tower Trust, 2.84%, 1/15/25 (a)		692		725

See notes to financial statements.

16

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USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29, Callable 12/1/24 @ 102.31 (a)	$	149	$	156
				8,202
Utilities (0.9%):
AEP Texas, Inc., 3.45%, 1/15/50, Callable 7/15/49 @ 100		1,133		1,137
Alabama Power Co., 3.85%, 12/1/42		971		1,082
Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100		323		351
CenterPoint Energy, Inc., 2.50%, 9/1/24, Callable 8/1/24 @ 100		2,000		2,104
Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100		971		1,093
Exelon Generation Co. LLC, 3.25%, 6/1/25, Callable 5/1/25 @ 100		737		795
IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100		738		824
ITC Holdings Corp., 2.95%, 5/14/30, Callable 2/14/30 @ 100 (a)		737		768
National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @ 100		984		1,144
Union Electric Co., 2.95%, 3/15/30, Callable 12/15/29 @ 100		1,618		1,716
				11,014
Total Corporate Bonds (Cost $127,166)				135,178
Yankee Dollars (1.1%)
Consumer Staples (0.1%):
Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)		648		668
Energy (0.0%):(i)
Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100		554		592
Financials (0.4%):
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand, 5.38%, 4/17/25 (a)		464		527
Barclays PLC, 2.85% (LIBOR03M+245bps), 5/7/26, Callable 5/7/25 @ 100 (b)		979		1,038
Deutsche Bank AG, 3.96% (SOFR+258bps), 11/26/25, Callable 11/26/24 @ 100 (b)		972		1,056
Diageo Capital PLC, 2.13%, 4/29/32, Callable 1/29/32 @ 100		1,140		1,124
Royal Bank of Canada, 1.60%, 4/17/23, MTN		1,138		1,166
				4,911
Industrials (0.3%):
BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (a)		750		805
CK Hutchison International 19 II Ltd., 2.75%, 9/6/29, Callable 6/6/29 @ 100 (a)		1,500		1,546
Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)		444		475
Heathrow Funding Ltd., 4.88%, 7/15/21 (a)		650		653
				3,479
Materials (0.3%):
Anglo American Capital PLC, 5.63%, 4/1/30, Callable 1/1/30 @ 100 (a)		606		737
Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)		971		1,010
CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)		739		765
Teck Resources Ltd., 6.13%, 10/1/35		1,038		1,303
				3,815
Total Yankee Dollars (Cost $12,707)				13,465

See notes to financial statements.

17

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USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Municipal Bonds (0.8%)
Arizona (0.0%): (i)
City of Phoenix Civic Improvement Corp. Revenue, 1.26%, 7/1/27	$	500	$	496
Florida (0.1%):
County of Broward Florida Airport System Revenue, Series C, 2.50%, 10/1/28		648		679
Louisiana (0.1%):
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue, 1.55%, 2/1/27		665		668
New Jersey (0.1%):
North Hudson Sewerage Authority Revenue, 2.88%, 6/1/28		324		345
Rutgers The State University of New Jersey Revenue, Series S, 2.01%, 5/1/32		415		398
				743
New York (0.0%): (i)
New York State Thruway Authority Revenue, Series M, 2.55%, 1/1/28		373		396
Pennsylvania (0.2%):
State Public School Building Authority Revenue, 3.05%, 4/1/28		647		651
University of Pittsburgh-of The Commonwealth System of Higher Education Revenue Series C, 2.53%, 9/15/31		645		672
Series C, 2.58%, 9/15/32		325		338
Series C, 2.63%, 9/15/33		645		670
				2,331
Texas (0.3%):
City of Houston Texas Combined Utility System Revenue, 3.72%, 11/15/28		810		937
City of San Antonio Texas, GO, 1.76%, 2/1/31, Continuously Callable @100		620		618
Dallas Fort Worth International Airport Revenue, Series C, 1.75%, 11/1/27		415		421
Harris County Cultural Education Facilities Finance Corp. Revenue, Series B, 2.81%, 5/15/29		645		676
State of Texas, GO, 3.00%, 4/1/28		972		1,074
Waco Educational Finance Corp. Revenue, 1.38%, 3/1/26		575		582
				4,308
Total Municipal Bonds (Cost $9,325)				9,621
U.S. Government Agency Mortgages (2.8%)
Federal Home Loan Mortgage Corporation Series K047, Class A2, 3.33%, 5/25/25 (c)		5,200		5,703
3.50%, 4/1/46-4/1/48		5,133		5,448
3.00%, 6/1/46-8/1/47		22,600		23,772
				34,923
Federal National Mortgage Association Series 2016-M2, Class AV2, 2.15%, 1/25/23		1,160		1,174
Total U.S. Government Agency Mortgages (Cost $34,396)				36,097

See notes to financial statements.

18

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USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares or Principal Amount		Value
U.S. Treasury Obligations (6.8%)
U.S. Treasury Bonds 3.13%, 8/15/44	$	8,600	$	10,018
3.00%, 11/15/44		6,000		6,847
2.38%, 11/15/49		5,000		5,115
U.S. Treasury Notes 1.63%, 11/15/22		10,000		10,221
1.63%, 4/30/23		14,658		15,073
2.25%, 11/15/25		5,000		5,350
1.63%, 2/15/26		20,000		20,833
2.25%, 2/15/27		3,500		3,751
2.38%, 5/15/29		7,850		8,438
Total U.S. Treasury Obligations (Cost $80,712)				85,646
Commercial Paper (0.4%)
Duke Energy Corp., 0.48%, 6/1/21 (a) (j)		1,400		1,400
Eaton Corp., 0.23%, 6/4/21 (a) (j)		250		250
Phillips 66, 6/2/21 (a) (j)		2,300		2,300
PPL Electric Utilities Corp., 0.56%, 6/1/21 (a) (j)		1,400		1,400
Total Commercial Paper (Cost $5,350)				5,350
Exchange-Traded Funds (45.9%)
Invesco DB Commodity Index Tracking Fund (e)		114,500		2,130
Invesco FTSE RAFI Developed Markets ex-US ETF (f)		335,920		16,608
Invesco FTSE RAFI Emerging Markets ETF (f)		686,690		16,247
iShares 7-10 Year Treasury Bond ETF (f)		133,366		15,257
iShares Core MSCI EAFE ETF		230,665		17,715
iShares Core MSCI Emerging Markets ETF		599,871		39,981
iShares Core S&P 500 ETF		224,441		94,636
iShares Core S&P Small-Cap ETF		279,776		31,573
iShares Core US Aggregate Bond ETF		424,552		48,632
iShares MSCI Canada ETF (f)		269,929		10,222
iShares MSCI International Momentum Factor ETF		314,978		12,505
iShares MSCI International Quality Factor ETF (f)		338,816		13,353
iShares Russell 2000 ETF (f)		28,266		6,374
JPMorgan BetaBuilders Canada ETF		56,001		3,675
Schwab Fundamental Emerging Markets Large Co. Index ETF (f)		920,892		29,837
Schwab Fundamental International Large Co. Index ETF		1,549,839		53,051
Schwab Fundamental International Small Co. Index ETF		266,700		10,641
SPDR Gold Shares (e)		16,344		2,915
SPDR S&P Emerging Markets SmallCap ETF		34,497		2,051
U.S. Oil Fund LP (e) (f)		49,426		2,245
Vanguard FTSE All-World ex-US ETF		307,282		19,731
Vanguard FTSE Developed Markets ETF		943,990		49,484
Vanguard FTSE Emerging Markets ETF (f) (g)		47,000		2,532
Vanguard FTSE Europe ETF		107,025		7,379
Vanguard Real Estate ETF (f)		55,850		5,578

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Vanguard S&P 500 ETF (g)		60,958	$	23,538
Vanguard Short-Term Bond ETF		78,165		6,441
Vanguard Short-Term Corporate Bond ETF (e)		73,962		6,129
Vanguard Total Bond Market ETF		175,441		14,958
Vanguard Total Stock Market ETF (g)		41,524		9,056
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		59,797		3,230
Xtrackers USD High Yield Corporate Bond ETF (f)		97,710		3,907
Total Exchange-Traded Funds (Cost $456,545)				581,611
Affiliated Exchange-Traded Funds (13.2%)
VictoryShares USAA Core Intermediate-Term Bond ETF		2,742,000		146,328
VictoryShares USAA Core Short-Term Bond ETF		341,251		17,709
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)		51,500		2,653
Total Affiliated Exchange-Traded Funds (Cost $168,173)				166,690
Collateral for Securities Loaned^ (3.4%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (k)		5,067,614		5,068
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (k)		7,114,437		7,114
HSBC U.S. Government Money Market Fund I Shares, 0.03% (k)		30,867,732		30,868
Total Collateral for Securities Loaned (Cost $43,050)				43,050
Total Investments (Cost $1,119,981) — 103.0%				1,303,821
Liabilities in excess of other assets — (3.0)%				(38,289	)
NET ASSETS — 100.00%			$	1,265,532

  At May 31, 2021, the Fund's investments in foreign securities were 24.8% 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 May 31, 2021, the fair value of these securities was $52,123 (thousands) and amounted to 4.1% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of May 31, 2021.

(c)  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 May 31, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

(g)  All or a portion of this security has been segregated as collateral for derivative instruments.

See notes to financial statements.

20

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USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
May 31, 2021

(h)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.3% of net assets.

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

(j)  Rate represents the effective yield at May 31, 2021.

(k)  Rate disclosed is the daily yield on May 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.

ETF — Exchange-Traded Fund

GO — General Obligation

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of May 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of May 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

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
Swiss Market Index Futures		110	6/18/21	$	12,650,779	$	13,977,536	$	917,016

Futures Contracts Sold

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
Euro Stoxx 50 Futures		309	6/18/21	$	14,486,875	$	15,319,263	$	(571,410	)
FTSE 100 Index Futures		178	6/18/21		16,537,171		17,738,879		(827,886	)
Russell 2000 E-Mini Index Futures		45	6/18/21		5,285,306		5,104,350		180,955
								$	(1,218,341	)
Total unrealized appreciation								$	1,097,971
Total unrealized depreciation									(1,399,296	)
Total net unrealized appreciation (depreciation)								$	(301,325	)

See notes to financial statements.

21

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)

	USAA Cornerstone Moderate Fund
Assets:
Affiliated investments, at value(Cost $168,173)	$	166,690
Unaffiliated investments, at value (Cost $951,808)		1,137,131	(a)
Cash		3,671
Deposit with brokers for futures contracts		4,993
Receivables:
Interest and dividends		2,052
Capital shares issued		367
Variation margin on open futures contracts		120
From Adviser		101
Prepaid expenses		9
Total Assets		1,315,134
Liabilities:
Payables:
Collateral received on loaned securities		43,050
Collateral received from brokers for futures contract		4,518
Capital shares redeemed		799
Variation margin on open futures contracts		138
Accrued expenses and other payables:
Investment advisory fees		630
Administration fees		160
Custodian fees		11
Transfer agent fees		179
Compliance fees		1
Trustees' fees		1
Other accrued expenses		115
Total Liabilities		49,602
Net Assets:
Capital		1,040,531
Total accumulated earnings/(loss)		225,001
Net Assets	$	1,265,532
Shares (unlimited number of shares authorized with no par value):		74,640
Net asset value, offering and redemption price per share: (b)	$	16.96

(a)  Includes $42,149 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 Year Ended May 31, 2021

(Amounts in Thousands)

	USAA Cornerstone Moderate Fund
Investment Income:
Income distributions from affiliated funds	$	1,214
Dividends		14,267
Interest		11,535
Securities lending (net of fees)		172
Total Income		27,188
Expenses:
Investment advisory fees		7,093
Administration fees		1,803
Sub-Administration fees		107
Custodian fees		75
Transfer agent fees		2,417
Trustees' fees		51
Compliance fees		8
Legal and audit fees		68
State registration and filing fees		31
Interfund lending fees		—	(a)
Other expenses		194
Total Expenses		11,847
Expenses waived/reimbursed by Adviser		(183	)
Net Expenses		11,664
Net Investment Income (Loss)		15,524
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from unaffiliated investment securities and foreign currency translations		51,872
Capital gain distributions received from affiliated funds		94
Net realized gains (losses) from futures contracts		(3,573	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		164,721
Net change in unrealized appreciation/depreciation on affiliated funds		(744	)
Net change in unrealized appreciation/depreciation on futures contracts		(301	)
Net realized/unrealized gains (losses) on investments		212,069
Change in net assets resulting from operations	$	227,593

(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 Cornerstone Moderate Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	15,524		$	23,702
Net realized gains (losses) from investments		48,393			1,856
Net change in unrealized appreciation/depreciation on investments		163,676			8,743
Change in net assets resulting from operations		227,593			34,301
Change in net assets resulting from distributions to shareholders		(18,770	)		(23,992	)
Change in net assets resulting from capital transactions		(74,749	)		(42,225	)
Change in net assets		134,074			(31,916	)
Net Assets:
Beginning of period		1,131,458			1,163,374
End of period	$	1,265,532		$	1,131,458
Capital Transactions:
Proceeds from shares issued	$	92,413		$	90,971
Distributions reinvested		18,673			23,878
Cost of shares redeemed		(185,835	)		(157,074	)
Change in net assets resulting from capital transactions	$	(74,749	)	$	(42,225	)
Share Transactions:
Issued		5,807			6,302
Reinvested		1,216			1,646
Redeemed		(11,817	)		(10,983	)
Change in Shares		(4,794	)		(3,035	)

See notes to financial statements.

24

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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			Net Realized Gains from Investments
USAA Cornerstone Moderate Fund
Year Ended: May 31, 2021	$	14.24		0.20	(b)		2.76			2.96			(0.21	)		(0.03	)
May 31, 2020	$	14.11		0.29	(b)		0.13			0.42			(0.29	)		—
May 31, 2019	$	14.83		0.30			(0.31	)		(0.01	)		(0.29	)		(0.42	)
May 31, 2018	$	15.05		0.26			0.55			0.81			(0.26	)		(0.77	)
May 31, 2017	$	14.01		0.31			1.06			1.37			(0.33	)		—

*  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 June 30, 2023, 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)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(c)  Reflects increased trading activity due to usage of quantitative investment strategies.

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
	Total Distributions			Net Asset Value, End of Period		Total Return*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Cornerstone Moderate Fund
Year Ended: May 31, 2021		(0.24	)	$	16.96		21.00	%		0.97	%		1.29	%		0.98	%	$	1,265,532		53	%
May 31, 2020		(0.29	)	$	14.24		2.98	%		1.00	%		2.01	%		1.00	%	$	1,131,458		87	%
May 31, 2019		(0.71	)	$	14.11		0.13	%		1.00	%		2.10	%		1.02	%	$	1,163,374		81	%(c)
May 31, 2018		(1.03	)	$	14.83		5.42	%		1.00	%		1.73	%		1.03	%	$	1,184,032		51	%
May 31, 2017		(0.33	)	$	15.05		9.91	%		1.00	%		2.14	%		1.10	%	$	1,119,494		66	%

See notes to financial statements.

27

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Cornerstone Moderate Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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 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.

28

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of May 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	$	—		$	17,962	$	—	$	17,962
Collateralized Mortgage Obligations		—			10,460		—		10,460
Common Stocks		192,132			—		—		192,132
Preferred Stocks		2,839			3,720		—		6,559
Corporate Bonds		—			135,178		—		135,178
Yankee Dollars		—			13,465		—		13,465
Municipal Bonds		—			9,621		—		9,621
U.S. Government Agency Mortgages		—			36,097		—		36,097
U.S. Treasury Obligations		—			85,646		—		85,646
Commercial Paper		—			5,350		—		5,350
Exchange-Traded Funds		581,611			—		—		581,611
Affiliated Exchange-Traded Funds		166,690			—		—		166,690
Collateral for Securities Loaned		43,050			—		—		43,050
Total	$	986,322		$	317,499	$	—	$	1,303,821
Other Financial Investments^
Assets:
Futures Contracts	$	1,098		$	—	$	—	$	1,098
Liabilities:
Futures Contracts	$	(1,399	)	$	—	$	—	$	(1,399	)
Total	$	(301	)	$	—	$	—	$	(301	)

^  Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

For the year ended May 31, 2021, there were no transfers in or out of Level 3 in the 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

29

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 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.

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.

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.

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

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 and Collateral received from brokers for futures contracts. During the year ended May 31, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

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 May 31, 2021 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	1,098	$	1,399

*  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 year ended May 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
Equity Risk Exposure	$	(3,573	)	$	(301	)

All open derivative positions at year 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 year end is generally representative of the notional amount of open positions to net assets throughout the year.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

31

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	42,149	$	—	$	43,050

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.

32

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 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 year ended May 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)
$	—	$	13,416	$	1,314

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	625,727	$	629,801	$	—	$	67,428

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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.59% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended May 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

33

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 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% of average daily net assets of the Fund. Amounts incurred for the year ended May 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 year ended May 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 Fund 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 year ended May 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 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. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

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

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

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

The Adviser has entered into an expense limitation agreement with the Fund until at least June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 1.00%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These Adviser fee reimbursements are not available for recoupment. For the year ended May 31, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $183 thousand, of which $104 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment. As of May 31, 2021, there are 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 year ended May 31, 2021.

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

35

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Tactical Allocation Risk — The Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. The Fund's managers will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. The Fund bears the risk that the managers' tactical allocation will not be successful.

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 31, 2021.

36

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 31, 2021, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	3,293		1		0.57	%	$	3,293

*  For the year ended May 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 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)		Capital
$	5	$	(5	)

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021				Year Ended May 31, 2020
Distributions paid from				Distributions paid from
Ordinary Income		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	18,770	$	18,770	$	23,992	$	23,992

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)			Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	21,095	$	21,319	$	(426	)	$	41,988	$	183,013	$	225,001

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales, futures, hybrid accruals interest purchased, partnership, and REITs/return or capital.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

During the most recent tax year ended May 31, 2021, the Fund utilized $2,034 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	1,120,808	$	190,843	$	(7,830	)	$	183,013

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. Transactions in affiliated securities during the year ended May 31, 2021, were as follows (amounts in thousands):

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/21		Dividend Income
VictoryShares USAA Core Intermediate-Term Bond ETF	$	—	$	295,581	$	(147,715	)	$	—	$	71	$	(1,538	)	$	146,328	$	996
VictoryShares USAA Core Short-Term Bond ETF		—		17,671		—			—		23		38			17,709		156
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		1,897		—		—			—		—		756			2,653		62
	$	1,897	$	313,252	$	(147,715	)	$	—	$	94	$	(744	)	$	166,690	$	1,214

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Cornerstone Moderate Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Cornerstone Moderate Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

39

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

40

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

41

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

42

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

43

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

44

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

45

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,087.90	$	1,020.19	$	4.95	$	4.78		0.95	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

46

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions
	9	%		10	%	$	2,470

47

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

  (Unaudited)

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

USAA Cornerstone Moderate 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.

48

USAA Mutual Funds Trust Supplemental Information —continued
May 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, 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 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 relative to its peers.

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 waived a portion of its management fees and/or reimbursed certain expenses with respect 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

49

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

  (Unaudited)

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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

50

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

51

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

26889-0721

MAY 31, 2021

Annual Report

USAA Cornerstone Moderately
Aggressive Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
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	28
Report of Independent Registered Public Accounting Firm	40
Supplemental Information (Unaudited)	41
Trustees' and Officers' Information	41
Proxy Voting and Portfolio Holdings Information	47
Expense Example	47
Additional Federal Income Tax Information	48
Advisory Contract Agreement	49
Liquidity Risk Management Program	52
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Cornerstone Moderately Aggressive Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Cornerstone Moderately Aggressive Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Cornerstone Moderately Aggressive Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 24.58%. This compares to returns of 41.85% for the MSCI All-Country World Index and 25.28% for the Cornerstone Moderately Aggressive Composite Index.

•  What strategies did you employ during the reporting period?

The Fund delivered strong positive total returns during the reporting period as equity markets rebounded sharply off the market lows produced during the COVID-induced sell off early last year. All major equity asset classes participated in the rally with U.S. small cap and emerging market stocks leading the way. The Fund's allocation to fixed income produced small positive returns. Despite the double-digit total returns, the Fund slightly underperformed the Cornerstone Moderately Aggressive Composite Index.

Positive contributors to the relative performance included an overweight to emerging market stocks. The Fund also benefitted from a tactical underweight to fixed-income securities as the sharp increase in interest rates weighed on bond prices particularly during the first quarter of 2021. Security selection in the Fund's underlying fixed-income portfolio added value due to an overweight to credit-oriented securities.

These positive drivers were offset by weakness in the security selection within the U.S large-cap portion of the portfolio, primarily driven by the resurgence of what we believe are lower-quality stocks, which experienced a sharp relief rally following the rollout of the vaccine. Additionally, the Fund's commodity exposure was weighted more heavily towards gold-related securities, which underperformed a more diversified basket. A tactical underweight to real estate investment trusts also detracted slightly from performance.

Thank you for allowing us to assist you with your investment needs.

5

USAA Mutual Funds Trust

USAA Cornerstone Moderately Aggressive Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	8/15/84
	Net Asset Value			MSCI All-Country World Index1			Cornerstone Moderately Aggressive Composite Index2
One Year		24.58	%		41.85	%		25.28	%
Five Year		8.27	%		14.18	%		10.18	%
Ten Year		5.45	%		9.58	%		7.77	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Cornerstone Moderately Aggressive Fund — Growth of $10,000

¹ The unmanaged MSCI All-Country World Index is a free float-adjusted, market capitalization-weighted index designed to measure the performance of large-and mid-cap stocks across developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

² The Cornerstone Moderately Aggressive Composite Index is a combination of unmanaged indexes representing the Fund's model allocation, and consists of the MSCI USA Investable Market Index (IMI) Gross (34%), the MSCI ACWI ex USA IMI Net (23%), the Bloomberg Barclays U.S. Universal Index (38%), the Bloomberg Commodity Index Total Return (1.5%), the MSCI U.S. Real Estate Investment Trust (REIT) Index Gross (1.5%), and the Bloomberg Barclays U.S. Treasury – Bills (1-3M) (2%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks capital appreciation with a secondary focus on current income.

Asset Allocation*:

May 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%.

7

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Asset-Backed Securities (0.9%)
Americredit Automobile Receivables Trust, Series 2018-1, Class C, 3.50%, 1/18/24, Callable 8/18/22 @ 100	$	4,640	$	4,755
Americredit Automobile Receivables Trust, Series 2018-2, Class A3, 3.15%, 3/20/23, Callable 10/18/22 @ 100		77		77
Canadian Pacer Auto Receivables Trust, Series 2018-1A, Class C, 3.82%, 4/19/24, Callable 6/19/21 @ 100 (a)		2,084		2,087
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25, Callable 8/15/23 @ 100		1,084		1,123
Credit Acceptance Auto Loan Trust, Series 2018-3A, Class A, 3.55%, 8/15/27, Callable 10/15/21 @ 100 (a)		35		35
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26, Callable 8/15/22 @ 100		1,137		1,168
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24, Callable 5/15/23 @ 100 (a)		873		879
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24, Callable 4/15/22 @ 100 (a)		850		877
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24, Callable 4/15/23 @ 100 (a)		1,644		1,662
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31, Callable 2/15/25 @ 100 (a)		1,134		1,186
Hertz Vehicle Financing II LP, Series 2019-3A, Class A, 2.67%, 12/26/25 (a)		164		164
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable 6/20/22 @ 100 (a)		766		778
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30, Callable 2/20/23 @ 100 (a)		436		444
Navient Student Loan Trust, Series 2015-2, Class B, 1.59% (LIBOR01M+150bps), 8/25/50, Callable 8/25/29 @ 100 (b)		1,800		1,802
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable 10/20/27 @ 100 (a)		549		567
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable 5/20/25 @ 100 (a)		869		889
SLM Student Loan Trust, Series 2006-2, Class B, 0.40% (LIBOR03M+22bps), 1/25/41, Callable 10/25/32 @ 100 (b)		1,714		1,590
SLM Student Loan Trust, Series 2003-14, Class B, 0.73% (LIBOR03M+55bps), 10/25/65, Callable 10/25/29 @ 100 (b)		603		574
Transportation Finance Equipment Trust, Series 2019-1, Class B, 2.06%, 5/23/24, Callable 6/23/23 @ 100 (a)		600		615
Trinity Rail Leasing LLC, Series 2019-2A, Class A2, 3.10%, 10/18/49, Callable 5/17/23 @ 100 (a)		1,000		1,052
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%, 1/16/24, Callable 1/15/22 @ 100 (a)		1,127		1,138
Westlake Automobile Receivables Trust, Series 2020-1A, Class B, 1.94%, 4/15/25, Callable 4/15/23 @ 100 (a)		2,836		2,876
Total Asset-Backed Securities (Cost $25,749)				26,338
Collateralized Mortgage Obligations (0.5%)
Banc of America Commercial Mortgage Trust, Series 2006-3, Class AM, 5.66%, 7/10/44 (c)		3,874		558
Banc of America Commercial Mortgage Trust, Series 2008-1, Class AJ, 6.57%, 2/10/51 (c)		130		129

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
Benchmark Mortgage Trust, Series 2020-B17, Class ASB, 2.18%, 3/15/53, Callable 11/15/29 @ 100	$	1,134	$	1,166
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.61% (LIBOR01M+250bps), 10/7/21 (a) (b)		2,320		2,319
BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41 (a)		1,047		1,119
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AAB, 2.61%, 1/15/53, Callable 11/15/29 @ 100		1,134		1,201
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A, 2.65%, 12/10/41 (a)		1,701		1,741
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		1,138		1,220
COMM Mortgage Trust, Series 2019-GC44, Class ASB, 2.87%, 8/15/57, Callable 5/15/29 @ 100		1,701		1,829
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL, 0.29% (LIBOR01M+19bps), 2/15/40 (b)		55		55
CSAIL Commercial Mortgage Trust, Series 2016-C6, Class XA, 1.91%, 1/15/49, Callable 11/15/25 @ 100 (c) (d)		19,456		1,331
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)		1,000		1,028
GS Mortgage Securities Trust, Series 2020-GC45, Class AAB, 2.84%, 2/13/53, Callable 9/13/29 @ 100		608		653
Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (a)		711		723
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.05%, 5/10/45, Callable 4/10/22 @ 100 (a) (c) (d)		20,322		152
Total Collateralized Mortgage Obligations (Cost $18,546)				15,224
Common Stocks (19.4%)
Communication Services (1.9%):
Alphabet, Inc. Class C (e)		8,009		19,314
AT&T, Inc.		120,310		3,541
Comcast Corp. Class A		139,418		7,994
Facebook, Inc. Class A (e)		19,703		6,477
Match Group, Inc. (e)		18,613		2,669
Pinterest, Inc. Class A (e)		45,557		2,975
Sirius XM Holdings, Inc. (f)		431,383		2,696
Snap, Inc. Class A (e)		51,239		3,183
Verizon Communications, Inc.		133,567		7,545
				56,394
Consumer Discretionary (1.6%):
Aptiv PLC (e)		19,052		2,866
AutoZone, Inc. (e)		1,844		2,594
Best Buy Co., Inc.		22,575		2,624
eBay, Inc.		48,653		2,962
Ford Motor Co. (e)		246,918		3,588
General Motors Co. (e)		50,772		3,011
Lennar Corp. Class A		26,024		2,577
Lowe's Cos., Inc.		32,990		6,427
O'Reilly Automotive, Inc. (e)		4,990		2,670
Roku, Inc. (e)		8,716		3,022

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Target Corp. (g)		29,729	$	6,746
Tesla, Inc. (e)		7,565		4,730
The Home Depot, Inc.		13,132		4,188
				48,005
Consumer Staples (1.3%):
Altria Group, Inc.		188,051		9,256
Archer-Daniels-Midland Co.		43,292		2,880
Colgate-Palmolive Co.		35,955		3,012
Keurig Dr Pepper, Inc.		76,355		2,822
Monster Beverage Corp. (e)		31,337		2,954
Philip Morris International, Inc.		70,322		6,781
The Clorox Co.		14,970		2,646
The Estee Lauder Cos., Inc.		9,986		3,061
Tyson Foods, Inc. Class A		34,801		2,767
Walgreens Boots Alliance, Inc.		54,890		2,890
				39,069
Energy (0.4%):
Chevron Corp.		34,572		3,588
ConocoPhillips		107,735		6,005
Marathon Petroleum Corp.		48,296		2,985
				12,578
Financials (2.5%):
AGNC Investment Corp.		8,827		164
Annaly Capital Management, Inc.		22,137		205
Aon PLC Class A		11,207		2,839
Berkshire Hathaway, Inc. Class B (e)		16,260		4,706
BlackRock, Inc.		4,027		3,532
Capital One Financial Corp.		38,926		6,258
Citigroup, Inc.		46,439		3,655
Fifth Third Bancorp		67,297		2,836
KeyCorp		117,627		2,710
MetLife, Inc.		87,317		5,707
Morgan Stanley		75,595		6,875
MSCI, Inc.		5,752		2,693
Prudential Financial, Inc.		54,824		5,865
S&P Global, Inc.		7,900		2,998
SVB Financial Group (e)		9,446		5,506
T. Rowe Price Group, Inc.		14,852		2,842
The Allstate Corp.		21,511		2,939
The Goldman Sachs Group, Inc.		17,843		6,638
The Progressive Corp.		27,865		2,761
Wells Fargo & Co.		77,890		3,639
				75,368
Health Care (3.7%):
Abbott Laboratories		31,562		3,682
AbbVie, Inc.		32,476		3,676
Agilent Technologies, Inc.		21,514		2,972
Align Technology, Inc. (e)		4,729		2,791

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Amgen, Inc.		26,903	$	6,401
Anthem, Inc.		8,047		3,204
Biogen, Inc. (e)		20,940		5,601
Bristol-Myers Squibb Co.		53,561		3,520
Cigna Corp.		12,217		3,162
CVS Health Corp.		38,721		3,347
Danaher Corp.		13,371		3,425
Eli Lilly & Co.		17,649		3,525
Gilead Sciences, Inc. (g)		47,297		3,127
HCA Healthcare, Inc.		28,214		6,060
IDEXX Laboratories, Inc. (e)		10,363		5,784
IQVIA Holdings, Inc. (e)		12,401		2,978
Johnson & Johnson (g)		58,462		9,895
Merck & Co., Inc.		45,433		3,448
Mettler-Toledo International, Inc. (e)		4,322		5,623
Pfizer, Inc.		96,944		3,755
Stryker Corp.		12,352		3,153
Thermo Fisher Scientific, Inc.		7,708		3,619
UnitedHealth Group, Inc.		33,634		13,854
Waters Corp. (e)		8,837		2,848
Zoetis, Inc.		17,698		3,127
				112,577
Industrials (2.0%):
3M Co.		32,239		6,546
Carrier Global Corp.		64,273		2,952
Caterpillar, Inc.		14,024		3,381
CSX Corp.		29,976		3,001
Cummins, Inc.		10,932		2,813
Deere & Co.		8,343		3,013
Eaton Corp. PLC		40,409		5,869
Fastenal Co.		51,679		2,741
General Dynamics Corp.		15,086		2,865
Illinois Tool Works, Inc.		12,545		2,907
Johnson Controls International PLC		44,616		2,969
Lockheed Martin Corp.		16,217		6,198
Northrop Grumman Corp.		8,120		2,971
Otis Worldwide Corp.		35,381		2,771
PACCAR, Inc.		30,371		2,781
Rockwell Automation, Inc.		10,405		2,744
Trane Technologies PLC		15,904		2,964
W.W. Grainger, Inc.		5,859		2,708
				62,194
Information Technology (4.5%):
Accenture PLC Class A		12,102		3,415
Adobe, Inc. (e)		7,452		3,760
Apple, Inc.		209,254		26,075
Applied Materials, Inc.		48,079		6,641
Broadcom, Inc.		15,670		7,401
Cadence Design Systems, Inc. (e)		21,934		2,785

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
CDW Corp.		15,477	$	2,560
Cisco Systems, Inc.		144,543		7,646
Cognizant Technology Solutions Corp. Class A		38,461		2,752
HP, Inc.		245,134		7,165
Intel Corp.		64,743		3,698
International Business Machines Corp.		22,996		3,306
Intuit, Inc.		7,649		3,359
Lam Research Corp.		9,620		6,252
Mastercard, Inc. Class A		11,693		4,216
Micron Technology, Inc. (e)		35,908		3,021
Microsoft Corp. (g)		46,988		11,732
NVIDIA Corp.		7,467		4,852
NXP Semiconductors NV		14,573		3,081
Oracle Corp.		42,539		3,350
Square, Inc. Class A (e)		12,851		2,860
TE Connectivity Ltd.		21,010		2,851
Texas Instruments, Inc.		36,534		6,935
VeriSign, Inc. (e)		12,649		2,782
VMware, Inc. Class A (e) (f)		16,830		2,657
				135,152
Materials (0.5%):
Dow, Inc.		44,136		3,020
International Paper Co.		45,675		2,882
LyondellBasell Industries NV Class A		24,977		2,813
PPG Industries, Inc.		15,652		2,813
The Sherwin-Williams Co.		10,341		2,932
				14,460
Real Estate (0.5%):
Alexandria Real Estate Equities, Inc.		2,007		358
American Tower Corp.		7,016		1,792
AvalonBay Communities, Inc.		2,235		463
Boston Properties, Inc.		2,356		277
Camden Property Trust		1,537		193
CBRE Group, Inc. Class A (e)		5,297		465
Crown Castle International Corp.		6,970		1,321
Digital Realty Trust, Inc.		4,323		655
Duke Realty Corp.		5,896		274
Equinix, Inc.		1,410		1,039
Equity LifeStyle Properties, Inc.		2,774		197
Equity Residential		5,893		456
Essex Property Trust, Inc.		1,030		304
Extra Space Storage, Inc.		2,085		312
Gaming and Leisure Properties, Inc.		58		3
Healthpeak Properties, Inc.		8,426		281
Host Hotels & Resorts, Inc. (e)		10,884		187
Invitation Homes, Inc.		8,971		325
Iron Mountain, Inc.		4,610		201
Medical Properties Trust, Inc.		9,101		193
Mid-America Apartment Communities, Inc.		1,812		291

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
Omega Healthcare Investors, Inc.		3,626	$	133
Prologis, Inc.		11,747		1,384
Public Storage		2,533		716
Realty Income Corp.		5,537		379
Regency Centers Corp.		2,715		175
SBA Communications Corp.		1,767		527
Simon Property Group, Inc.		5,343		687
Sun Communities, Inc.		1,582		265
UDR, Inc.		4,691		223
Ventas, Inc.		5,937		329
VEREIT, Inc.		3,406		162
VICI Properties, Inc.		8,417		262
Vornado Realty Trust		2,548		120
Welltower, Inc.		6,609		494
Weyerhaeuser Co.		11,676		443
WP Carey, Inc.		2,776		209
				16,095
Utilities (0.5%):
Exelon Corp.		63,276		2,855
NextEra Energy, Inc. (g)		45,980		3,366
NRG Energy, Inc.		76,133		2,448
The AES Corp.		206,886		5,257
				13,926
Total Common Stocks (Cost $438,399)				585,818
Preferred Stocks (0.4%)
Communication Services (0.2%):
Qwest Corp., 6.50%, 9/1/56		220,000		5,577
Financials (0.2%):
Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (k)		309,253		6,881
Total Preferred Stocks (Cost $12,889)				12,458
Corporate Bonds (7.2%)
Communication Services (0.1%):
Fox Corp., 3.05%, 4/7/25, Callable 3/7/25 @ 100	$	812		871
The Walt Disney Co., 2.20%, 1/13/28		758		781
T-Mobile USA, Inc., 3.88%, 4/15/30, Callable 1/15/30 @ 100 (g)		2,064		2,262
				3,914
Consumer Discretionary (0.2%):
AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100		683		804
Hasbro, Inc., 3.55%, 11/19/26, Callable 9/19/26 @ 100		1,361		1,493
Nordstrom, Inc., 4.38%, 4/1/30, Callable 1/1/30 @ 100 (f)		1,134		1,165
O'Reilly Automotive, Inc., 4.20%, 4/1/30, Callable 1/1/30 @ 100		1,500		1,710
VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100		853		894
Volkswagen Group of America Finance LLC, 3.20%, 9/26/26 (a)		711		773
				6,839

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Consumer Staples (0.5%):
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%, 2/1/36, Callable 8/1/35 @ 100	$	2,836	$	3,383
Kraft Heinz Foods Co., 3.75%, 4/1/30, Callable 1/1/30 @ 100		1,277		1,367
McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100		497		505
Mondelez International, Inc., 2.75%, 4/13/30, Callable 1/13/30 @ 100		375		389
PepsiCo, Inc., 2.25%, 3/19/25, Callable 2/19/25 @ 100		2,639		2,793
Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100		668		852
The Coca-Cola Co., 2.00%, 3/5/31 (f)		1,750		1,740
Unilever Capital Corp., 2.60%, 5/5/24, Callable 3/5/24 @ 100		3,000		3,185
				14,214
Energy (0.8%):
Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)		2,165		2,276
Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @ 100		3,000		3,233
Enbridge Energy Partners LP, 7.38%, 10/15/45, Callable 4/15/45 @ 100 (g)		1,300		1,981
Enterprise Products Operating LLC, 2.80%, 1/31/30, Callable 10/31/29 @ 100 (f)		1,701		1,773
Enterprise TE Partners LP, 2.97% (LIBOR03M+278bps), 6/1/67, Callable 7/12/21 @ 100 (b)		500		415
Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100 (g)		2,837		3,062
Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)		711		713
Marathon Petroleum Corp., 4.70%, 5/1/25, Callable 4/1/25 @ 100		800		907
Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)		1,708		1,795
National Oilwell Varco, Inc., 3.60%, 12/1/29, Callable 9/1/29 @ 100		2,269		2,364
Occidental Petroleum Corp. 3.50%, 8/15/29, Callable 5/15/29 @ 100		419		393
4.40%, 8/15/49, Callable 2/15/49 @ 100		1,134		959
ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100		711		904
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%, 3/1/30, Callable 3/1/25 @ 102.75		1,134		1,225
Western Midstream Operating LP, 4.35%, 2/1/25, Callable 1/1/25 @ 100		1,194		1,249
				23,249
Financials (2.7%):
AmTrust Financial Services, Inc., 6.13%, 8/15/23		3,607		3,664
Ares Capital Corp., 3.63%, 1/19/22, Callable 12/19/21 @ 100 (f) (g)		5,950		6,047
Assurant, Inc., 3.70%, 2/22/30, Callable 11/22/29 @ 100		1,154		1,241
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable 11/20/24 @ 100 (b)		1,458		1,504
BBVA USA, 3.88%, 4/10/25, Callable 3/10/25 @ 100		2,700		2,971
Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)		1,704		1,659
Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100		1,701		1,729
Cullen/Frost Capital Trust II, 1.74% (LIBOR03M+155bps), 3/1/34, Callable 7/12/21 @ 100 (b)		9,000		8,648
First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100		853		1,045
First Maryland Capital I, 1.18% (LIBOR03M+100bps), 1/15/27, Callable 7/12/21 @ 100 (b)		4,000		3,821
Glencore Funding LLC, 2.50%, 9/1/30, Callable 6/1/30 @ 100 (a)		1,989		1,951
Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)		1,459		1,571
HSB Group, Inc., 1.09% (LIBOR03M+91bps), 7/15/27, Callable 7/12/21 @ 100 (b)		4,550		4,129

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Hyundai Capital America, 3.75%, 7/8/21 (a) (g)	$	5,700	$	5,718
JPMorgan Chase & Co., 2.52% (SOFR+204bps), 4/22/31, Callable 4/22/30 @ 100 (b)		995		1,011
KeyCorp, 2.25%, 4/6/27, MTN		1,701		1,770
Level 3 Financing, Inc., 3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)		2,268		2,409
Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100		1,138		1,222
Nationwide Mutual Insurance Co., 2.47% (LIBOR03M+229bps), 12/15/24, Callable 7/12/21 @ 100 (a) (b)		11,510		11,471
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28, Callable 11/6/23 @ 100 (b)		426		461
Pinnacle Financial Partners, Inc., 4.13% (LIBOR03M+278bps), 9/15/29, Callable 9/15/24 @ 100 (b)		2,000		1,982
PPL Capital Funding, Inc., 4.13%, 4/15/30, Callable 1/15/30 @ 100		1,138		1,291
Prudential Financial, Inc., 5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)		5,400		5,837
Regions Financial Corp., 2.25%, 5/18/25, Callable 4/18/25 @ 100		1,281		1,341
Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100		714		769
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b)		2,000		2,071
Texas Capital Bank NA, 5.25%, 1/31/26		1,135		1,218
The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100		340		369
Toyota Motor Credit Corp., 3.38%, 4/1/30, MTN		1,071		1,184
Truist Bank, 0.83% (LIBOR03M+67bps), 5/15/27, Callable 7/12/21 @ 100 (b)		1,000		971
Wells Fargo & Co., 2.19% (SOFR+200bps), 4/30/26, Callable 4/30/25 @ 100 (b)		1,279		1,335
				82,410
Health Care (0.5%):
AbbVie, Inc., 3.20%, 11/21/29, Callable 8/21/29 @ 100		2,268		2,438
Commonspirit Health, 3.35%, 10/1/29, Callable 4/1/29 @ 100		1,500		1,610
CVS Health Corp., 3.25%, 8/15/29, Callable 5/15/29 @ 100 (g)		3,747		4,035
DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100		1,282		1,355
Duke University Health System, Inc., 2.60%, 6/1/30		850		879
HCA, Inc., 5.13%, 6/15/39, Callable 12/15/38 @ 100		2,836		3,466
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (a)		427		436
				14,219
Industrials (1.0%):
BNSF Funding Trust, 6.61% (LIBOR03M+235bps), 12/15/55, Callable 1/15/26 @ 100 (b)		5,325		6,089
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100		1,701		1,747
Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100		851		868
Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100		853		897
CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)		382		382
Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100		1,702		1,813
Georgia-Pacific LLC, 2.10%, 4/30/27, Callable 2/28/27 @ 100 (a) (f)		1,990		2,063
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (g)		1,500		1,665
IDEX Corp., 3.00%, 5/1/30, Callable 2/1/30 @ 100		1,990		2,078
Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100		1,134		1,144
Penske Truck Leasing Co. LP/PTL Finance Corp., 4.00%, 7/15/25, Callable 6/15/25 @ 100 (a)		1,138		1,259
Ryder System, Inc., 2.90%, 12/1/26, MTN, Callable 10/1/26 @ 100		2,837		3,046

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100	$	912	$	1,068
The Boeing Co., 5.71%, 5/1/40, Callable 11/1/39 @ 100		1,706		2,132
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable 9/15/29 @ 100		2,300		2,419
United Airlines Pass Through Trust, 2.90%, 11/1/29		2,867		2,796
				31,466
Information Technology (0.3%):
Amphenol Corp., 2.80%, 2/15/30, Callable 11/15/29 @ 100		3,000		3,116
HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100		1,285		1,370
Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100		382		389
Microsoft Corp., 3.45%, 8/8/36, Callable 2/8/36 @ 100		3,686		4,138
				9,013
Materials (0.1%):
Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100		680		694
Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)		356		382
LYB International Finance III LLC, 3.38%, 5/1/30, Callable 2/1/30 @ 100		994		1,069
Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100		1,137		1,245
WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)		647		671
				4,061
Real Estate (0.4%):
AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/15/30 @ 100		1,705		1,722
Boston Properties LP, 3.25%, 1/30/31, Callable 10/30/30 @ 100		746		786
Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100		1,985		1,983
GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100		426		452
Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100		354		365
Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100		1,400		1,480
Mid-America Apartments LP, 2.75%, 3/15/30, Callable 12/15/29 @ 100		2,836		2,916
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100		1,000		1,123
SBA Tower Trust, 2.84%, 1/15/25 (a)		1,125		1,179
VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29, Callable 12/1/24 @ 102.31 (a)		262		274
				12,280
Utilities (0.6%):
AEP Texas, Inc., 3.45%, 1/15/50, Callable 7/15/49 @ 100		1,985		1,992
Alabama Power Co., 3.85%, 12/1/42		1,702		1,896
Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100		569		618
CenterPoint Energy, Inc., 2.50%, 9/1/24, Callable 8/1/24 @ 100		2,000		2,104
Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100		1,702		1,915
Exelon Generation Co. LLC, 3.25%, 6/1/25, Callable 5/1/25 @ 100		1,281		1,382
IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100		1,294		1,444
ITC Holdings Corp., 2.95%, 5/14/30, Callable 2/14/30 @ 100 (a)		1,279		1,333
National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @ 100		1,709		1,988
Union Electric Co., 2.95%, 3/15/30, Callable 12/15/29 @ 100		2,837		3,009
				17,681
Total Corporate Bonds (Cost $207,193)				219,346

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Yankee Dollars (0.8%)
Consumer Staples (0.0%): (h)
Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)	$	1,134	$	1,170
Energy (0.0%): (h)
Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100		973		1,040
Financials (0.3%):
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand, 5.38%, 4/17/25 (a)		812		922
Barclays PLC, 2.85% (LIBOR03M+245bps), 5/7/26, Callable 5/7/25 @ 100 (b)		1,706		1,808
Deutsche Bank AG, 3.96% (SOFR+258bps), 11/26/25, Callable 11/26/24 @ 100 (b) (f)		1,701		1,848
Diageo Capital PLC, 2.13%, 4/29/32, Callable 1/29/32 @ 100		1,990		1,963
Royal Bank of Canada, 1.60%, 4/17/23, MTN		1,989		2,039
				8,580
Industrials (0.2%):
BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (a)		1,500		1,610
CK Hutchison International 19 II Ltd., 2.75%, 9/6/29, Callable 6/6/29 @ 100 (a)		3,000		3,092
Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)		769		822
Heathrow Funding Ltd., 4.88%, 7/15/21 (a)		1,137		1,142
				6,666
Materials (0.3%):
Anglo American Capital PLC, 5.63%, 4/1/30, Callable 1/1/30 @ 100 (a)		1,067		1,297
Braskem Finance Ltd., 6.45%, 2/3/24		500		566
Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)		1,702		1,770
CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)		1,281		1,327
Teck Resources Ltd., 6.13%, 10/1/35		1,818		2,281
				7,241
Total Yankee Dollars (Cost $23,277)				24,697
Municipal Bonds (0.5%)
Arizona (0.0%): (h)
City of Phoenix Civic Improvement Corp. Revenue, 1.26%, 7/1/27		1,000		991
Florida (0.0%): (h)
County of Broward Florida Airport System Revenue, Series C, 2.50%, 10/1/28		1,134		1,189
Louisiana (0.0%): (h)
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue, 1.55%, 2/1/27		1,140		1,145
New Jersey (0.1%):
North Hudson Sewerage Authority Revenue, 2.88%, 6/1/28		567		603
Rutgers The State University of New Jersey Revenue, Series S, 2.01%, 5/1/32		710		682
				1,285
New York (0.0%): (h)
New York State Thruway Authority Revenue, Series M, 2.55%, 1/1/28		655		695

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Pennsylvania (0.1%):
State Public School Building Authority Revenue, 3.05%, 4/1/28	$	1,135	$	1,143
University of Pittsburgh-of The Commonwealth System of Higher Education Revenue Series C, 2.53%, 9/15/31		1,135		1,183
Series C, 2.58%, 9/15/32		565		587
Series C, 2.63%, 9/15/33		1,135		1,178
				4,091
Texas (0.3%):
City of Houston Texas Combined Utility System Revenue, 3.72%, 11/15/28		1,415		1,637
City of San Antonio Texas, GO, 1.76%, 2/1/31, Continuously Callable @100		1,065		1,062
Dallas Fort Worth International Airport Revenue, Series C, 1.75%, 11/1/27		710		720
Harris County Cultural Education Facilities Finance Corp. Revenue, Series B, 2.81%, 5/15/29		1,135		1,189
State of Texas, GO, 3.00%, 4/1/28		1,701		1,880
Waco Educational Finance Corp. Revenue, 1.38%, 3/1/26		800		810
				7,298
Total Municipal Bonds (Cost $16,178)				16,694
U.S. Government Agency Mortgages (2.6%)
Federal Home Loan Mortgage Corporation
Series K047, Class A2, 3.33%, 5/25/25 (c)		8,400		9,212
Series K053, Class A2, 3.00%, 12/25/25		14,000		15,266
3.50%, 4/1/46-4/1/48		8,967		9,533
3.00%, 6/1/46-6/1/47		38,908		40,923
4.00%, 7/1/48		2,149		2,293
				77,227
Federal National Mortgage Association Series 2016-M2, Class AV2, 2.15%, 1/25/23		1,934		1,957
Government National Mortgage Association 6.50%, 4/15/24		2		3
Total U.S. Government Agency Mortgages (Cost $75,176)				79,187
U.S. Treasury Obligations (4.8%)
U.S. Treasury Bonds 3.13%, 8/15/44		19,200		22,365
2.38%, 11/15/49		10,000		10,230
U.S. Treasury Notes 1.63%, 8/15/22		10,000		10,186
1.63%, 11/15/22		20,000		20,442
1.63%, 4/30/23		29,000		29,821
2.75%, 11/15/23		1,000		1,063
2.25%, 11/15/25		5,000		5,350
1.63%, 2/15/26		37,000		38,541
2.38%, 5/15/27 (g)		6,100		6,580
Total U.S. Treasury Obligations (Cost $136,475)				144,578

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
Commercial Paper (0.3%)
Duke Energy Corp., 0.23%, 6/4/21 (a) (i)	$	2,600	$	2,600
Hannover Funding Co. LLC, 0.35%, 6/2/21 (a) (i)		3,400		3,400
OGE Energy Corp., 0.52%, 6/1/21 (a) (i)		2,750		2,750
Total Commercial Paper (Cost $8,750)				8,750
Exchange-Traded Funds (51.9%)
Invesco DB Commodity Index Tracking Fund (e)		256,100		4,763
Invesco FTSE RAFI Developed Markets ex-US ETF		653,206		32,294
Invesco FTSE RAFI Emerging Markets ETF		1,539,501		36,425
iShares 7-10 Year Treasury Bond ETF (f)		341,652		39,085
iShares Core MSCI EAFE ETF		315,868		24,259
iShares Core MSCI Emerging Markets ETF		2,042,451		136,129
iShares Core S&P 500 ETF		551,947		232,728
iShares Core S&P Small-Cap ETF		594,645		67,106
iShares Core US Aggregate Bond ETF		836,063		95,771
iShares MSCI Canada ETF (f)		714,142		27,045
iShares MSCI International Momentum Factor ETF		952,016		37,795
iShares MSCI International Quality Factor ETF (f)		1,024,048		40,358
iShares Russell 2000 ETF (f)		87,019		19,623
JPMorgan BetaBuilders Canada ETF		135,647		8,903
Schwab Fundamental Emerging Markets Large Co. Index ETF		2,206,197		71,481
Schwab Fundamental International Large Co. Index ETF		3,168,339		108,452
Schwab Fundamental International Small Co. Index ETF		593,600		23,685
SPDR Gold Shares (e)		46,476		8,290
SPDR S&P Emerging Markets SmallCap ETF (f)		107,983		6,421
U.S. Oil Fund LP (e) (f)		134,220		6,096
Vanguard FTSE All-World ex-US ETF		908,055		58,306
Vanguard FTSE Developed Markets ETF		4,321,484		226,532
Vanguard FTSE Europe ETF		326,731		22,528
Vanguard Mid-Capital ETF		30,077		7,035
Vanguard Mortgage-Backed Securities ETF (f)		104,857		5,605
Vanguard Real Estate ETF		130,232		13,008
Vanguard S&P 500 ETF (g)		219,096		84,600
Vanguard Short-Term Bond ETF (f)		325,167		26,794
Vanguard Short-Term Corporate Bond ETF (e)		186,391		15,444
Vanguard Small-Cap Value ETF (g)		96,209		16,942
Vanguard Total Bond Market ETF		424,389		36,183
Vanguard Total Stock Market ETF (g)		53,865		11,747
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		202,622		10,944
Xtrackers USD High Yield Corporate Bond ETF (f)		237,755		9,508
Total Exchange-Traded Funds (Cost $1,256,463)				1,571,885
Affiliated Exchange-Traded Funds (10.3%)
VictoryShares USAA Core Intermediate-Term Bond ETF		4,822,500		257,355
VictoryShares USAA Core Short-Term Bond ETF		969,310		50,302
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)		68,000		3,503
Total Affiliated Exchange-Traded Funds (Cost $313,713)				311,160

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Collateral for Securities Loaned^ (3.5%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (j)		7,026,976	$	7,027
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (j)		45,482,518		45,483
HSBC U.S. Government Money Market Fund I Shares, 0.03% (j)		51,950,299		51,950
Total Collateral for Securities Loaned (Cost $104,460)				104,460
Total Investments (Cost $2,637,268) — 103.1%				3,120,595
Liabilities in excess of other assets — (3.1)%				(93,620	)
NET ASSETS — 100.00%			$	3,026,975

At May 31, 2021, the Fund's investments in foreign securities were 29.3% 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 May 31, 2021, the fair value of these securities was $83,097 (thousands) and amounted to 2.7% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of May 31, 2021.

(c)  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 May 31, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

(g)  All or a portion of this security has been segregated as collateral for derivative instruments.

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

(i)  Rate represents the effective yield at May 31, 2021.

(j)  Rate disclosed is the daily yield on May 31, 2021.

(k)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.2% of net assets.

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.

ETF — Exchange-Traded Fund

GO — General Obligation

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of May 31, 2021, based on the last reset date of the security

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
May 31, 2021

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of May 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

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Swiss Market Index Futures		250	6/18/21	$	28,751,771	$	31,767,126	$	2,084,127

Futures Contracts Sold

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		749	6/18/21	$	34,929,838	$	37,133,099	$	(1,538,862	)
FTSE 100 Index Futures		455	6/18/21		42,244,671		45,343,765		(2,131,423	)
E-Mini Russell 2000 Index Futures346/18/213,993,3423,856,620									136,722
								$	(3,533,563	)
Total unrealized appreciation								$	2,220,849
Total unrealized depreciation									(3,670,285	)
Total net unrealized appreciation (depreciation)								$	(1,449,436	)

See notes to financial statements.

21

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Cornerstone Moderately Aggressive Fund
Assets:
Affiliated investments, at value (Cost $313,713)	$	311,160
Unaffiliated investments, at value (Cost $2,323,555)		2,809,435	(a)
Cash		10,169
Deposit with brokers for futures contracts		9,610
Receivables:
Interest and dividends		4,040
Capital shares issued		1,000
Investments sold		7,171
Variation margin on open futures contracts		265
Reclaims		9
From Adviser		65
Prepaid expenses		15
Total Assets		3,152,939
Liabilities:
Payables:
Collateral received on loaned securities		104,460
Collateral received from brokers for futures contract		10,677
To affiliate for interfund lending		6,654
Capital shares redeemed		1,302
Variation margin on open futures contracts		340
Accrued expenses and other payables:
Investment advisory fees		1,507
Administration fees		383
Custodian fees		26
Transfer agent fees		438
Compliance fees		2
Trustees' fees		1
Other accrued expenses		174
Total Liabilities		125,964
Net Assets:
Capital		2,394,391
Total accumulated earnings/(loss)		632,584
Net Assets	$	3,026,975
Shares (unlimited number of shares authorized with no par value):		102,783
Net asset value, offering and redemption price per share: (b)	$	29.45

(a)  Includes $100,940 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 Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Cornerstone Moderately Aggressive Fund
Investment Income:
Income distributions from affiliated funds	$	2,310
Dividends		38,704
Interest		19,774
Securities lending (net of fees)		446
Foreign tax withholding		(3	)
Total Income		61,231
Expenses:
Investment advisory fees		16,845
Administration fees		4,283
Sub-Administration fees		101
Custodian fees		156
Transfer agent fees		5,790
Trustees' fees		52
Compliance fees		18
Legal and audit fees		71
State registration and filing fees		38
Interfund lending fees		2
Other expenses		376
Recoupment of prior expenses waived/reimbursed by Adviser		120
Total Expenses		27,852
Expenses waived/reimbursed by Adviser		(345	)
Net Expenses		27,507
Net Investment Income (Loss)		33,724
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from unaffiliated investment securities and foreign currency translations		181,615
Capital gain distributions received from affiliated funds		202
Net realized gains (losses) from futures contracts		(5,630	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities and foreign currency translations		418,374
Net change in unrealized appreciation/depreciation on affiliated funds		(1,595	)
Net change in unrealized appreciation/depreciation on futures contracts		(1,449	)
Net realized/unrealized gains (losses) on investments		591,517
Change in net assets resulting from operations	$	625,241

See notes to financial statements.

23

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Moderately Aggressive Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	33,724		$	54,303
Net realized gains (losses) from investments		176,187			(16,457	)
Net change in unrealized appreciation/depreciation on investments		415,330			33,755
Change in net assets resulting from operations		625,241			71,601
Change in net assets resulting from distributions to shareholders		(55,505	)		(59,152	)
Change in net assets resulting from capital transactions		(205,115	)		(127,133	)
Change in net assets		364,621			(114,684	)
Net Assets:
Beginning of period		2,662,354			2,777,038
End of period	$	3,026,975		$	2,662,354
Capital Transactions:
Proceeds from shares issued	$	174,743		$	170,755
Distributions reinvested		55,021			58,672
Cost of shares redeemed		(434,879	)		(356,560	)
Change in net assets resulting from capital transactions	$	(205,115	)	$	(127,133	)
Share Transactions:
Issued		6,386			6,942
Reinvested		2,015			2,273
Redeemed		(16,102	)		(14,578	)
Change in Shares		(7,701	)		(5,363	)

See notes to financial statements.

24

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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			Net Realized Gains From Investments			Total Distributions
USAA Cornerstone Moderately Aggressive Fund
Year Ended:
May 31, 2021	$	24.10		0.32	(b)		5.56			5.88			(0.37	)		(0.16	)		(0.53	)
May 31, 2020	$	23.97		0.48	(b)		0.18			0.66			(0.39	)		(0.14	)		(0.53	)
May 31, 2019	$	25.78		0.46			(0.79	)		(0.33	)		(0.39	)		(1.09	)		(1.48	)
May 31, 2018	$	26.09		0.42			1.28			1.70			(0.44	)		(1.57	)		(2.01	)
May 31, 2017	$	24.08		0.45			2.06			2.51			(0.50	)		—			(0.50	)

*  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 June 30, 2023, 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)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(c)  Effective June 22, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Fund to 0.98% of the Fund's average daily net assets.

(d)  For the year ended May 31, 2019, the portfolio turnover calculation excludes the value of securities purchased of $370,785 thousand and sold of $3,096 thousand after the Fund's acquisition of First Start Growth Fund. Reflects increased trading activity due to usage of quantitative investment strategies.

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
	Net Asset Value, End of Period		Total Return*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Cornerstone Moderately Aggressive Fund
Year Ended:
May 31, 2021	$	29.45		24.58	%		0.96	%		1.18	%		0.97	%	$	3,026,975		64	%
May 31, 2020	$	24.10		2.59	%		0.98	%		1.94	%		0.99	%	$	2,662,354		92	%
May 31, 2019	$	23.97		(1.20	)%		0.98	%(c)		1.91	%		1.01	%	$	2,777,038		95	%(d)
May 31, 2018	$	25.78		6.52	%		0.97	%		1.64	%		0.97	%	$	2,493,883		56	%
May 31, 2017	$	26.09		10.59	%		1.06	%		1.78	%		1.06	%	$	2,398,407		69	%

See notes to financial statements.

27

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Cornerstone Moderately Aggressive Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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Investments in open-end investment companies, including underlying funds, are valued at their net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of May 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	$	—		$	26,338	$	—	$	26,338
Collateralized Mortgage Obligations		—			15,224		—		15,224
Common Stocks		585,818			—		—		585,818
Preferred Stocks		5,577			6,881		—		12,458
Corporate Bonds		—			219,346		—		219,346
Yankee Dollars		—			24,697		—		24,697
Municipal Bonds		—			16,694		—		16,694
U.S. Government Agency Mortgages		—			79,187		—		79,187
U.S. Treasury Obligations		—			144,578		—		144,578
Commercial Paper		—			8,750		—		8,750
Exchange-Traded Funds		1,571,885			—		—		1,571,885
Affiliated Exchange-Traded Funds		311,160			—		—		311,160
Collateral for Securities Loaned		104,460			—		—		104,460
Total	$	2,578,900		$	541,695	$	—	$	3,120,595
Other Financial Investments^
Assets:
Futures Contracts	$	2,221		$	—	$	—	$	2,221
Liabilities:
Futures Contracts	$	(3,670	)	$	—	$	—	$	(3,670	)
Total	$	(1,449	)	$	—	$	—	$	(1,449	)

^  Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

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

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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 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.

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.

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.

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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 and Collateral received from brokers for futures contracts. During the year ended May 31, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

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 May 31, 2021 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	2,221	$	3,670

*  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 year ended May 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
Equity Risk Exposure	$	(5,630	)	$	(1,449	)

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All open derivative positions at year 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 year end is generally representative of the notional amount of open positions to net assets throughout the year.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 May 31, 2021.

Value of Securities on Loan*		Non-Cash Collateral		Cash Collateral
$	101,933	$	—	$	104,460

*  Includes $993 (thousand) of securities on loan that were sold prior to May 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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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 May 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 year ended May 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)
$	—	$	21,946	$	2,642

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	1,765,524	$	1,833,636	$	—	$	148,457

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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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.59% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended May 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. 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 year ended May 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% of average daily net assets of the Fund. Amounts incurred for the year ended May 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 year ended May 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 Fund 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 year ended May 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 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. Amounts incurred and paid to VCTA for the year ended May 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 0.98%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These Adviser fee reimbursements are not available for recoupment. For the year ended May 31, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $345 thousand, of which $188 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment. As of May 31, 2021, there are 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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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.

Tactical Allocation Risk — The Fund has a targeted risk tolerance and a corresponding asset allocation target; however, mere asset allocation and volatility are not the sole determination of risk. The Fund's managers will tactically allocate away from the target allocation as market conditions and the perceived risks warrant. The Fund bears the risk that the managers' tactical allocation will not be successful.

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 31, 2021, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	6,654	$	10,262		9		0.58	%	$	14,193

*  For the year ended May 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 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)			Capital
$	(4,856	)	$	4,856

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	51,092	$	4,413	$	55,505	$	43,926	$	15,226	$	59,152

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)			Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	79,460	$	70,969	$	(10	)	$	150,419	$	482,165	$	632,584

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales, futures, hybrid accruals interest purchased, partnership, and REITs/return of capital.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

During the most recent tax year ended May 31, 2021, the Fund utilized $13,206 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	2,638,430	$	498,357	$	(16,192	)	$	482,165

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. Transactions in affiliated securities during the year ended May 31, 2021, were as follows (amounts in thousands):

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/21		Dividend Income
VictoryShares USAA Core Intermediate-Term Bond ETF	$	—	$	519,896	$	(259,836	)	$	—	$	148	$	(2,705	)	$	257,355	$	1,847

38

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

	Fair Value 5/31/2020		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 5/31/21		Dividend Income
VictoryShares USAA Core Short-Term Bond ETF	$	—	$	50,190	$	—		$	—	$	54	$	112		$	50,302	$	381
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF		2,505		—		—			—		—		998			3,503		82
	$	2,505	$	570,086	$	(259,836	)	$	—	$	202	$	(1,595	)	$	311,160	$	2,310

39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Cornerstone Moderately Aggressive Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Cornerstone Moderately Aggressive Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

40

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

43

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

44

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

45

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

46

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,106.20	$	1,020.19	$	4.99	$	4.78		0.95	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions
	14	%		17	%	$	14,566	$	6,855

48

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

  (Unaudited)

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

USAA Cornerstone Moderately Aggressive 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

49

USAA Mutual Funds Trust Supplemental Information —continued
May 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 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 relative to its peers.

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 waived a portion of its management fees and/or reimbursed certain expenses with respect 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

50

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

  (Unaudited)

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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

52

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

23405-0721

MAY 31, 2021

Annual Report

USAA Growth and Tax Strategy Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	7
Investment Objective & Portfolio Holdings (Unaudited)	8
Schedule of Portfolio Investments	9
Financial Statements
Statement of Assets and Liabilities	34
Statement of Operations	35
Statements of Changes in Net Assets	36
Financial Highlights	38
Notes to Financial Statements	40
Report of Independent Registered Public Accounting Firm	52
Supplemental Information (Unaudited)	53
Trustees' and Officers' Information	53
Proxy Voting and Portfolio Holdings Information	59
Expense Example	59
Additional Federal Income Tax Information	60
Advisory Contract Agreement	61
Liquidity Risk Management Program	65
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad of challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Growth and Tax Strategy Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended May 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began several months into the COVID-19 crisis in the United States. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. For the first five months of 2021, heavy investor demand caused the municipal market to earn slightly positive returns despite the meaningful increase in Treasury yields over that time period.

The beginning of the reporting period brought a dramatic reversal in equity markets from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to withstand the effects of the coronavirus.

The equity markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

4

USAA Mutual Funds Trust

USAA Growth and Tax Strategy Fund (continued)

Managers' Commentary (continued)

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

•  How did the USAA Growth and Tax Strategy Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and Class C. For the reporting period ended May 31, 2021, the Fund Shares had a total return of 22.79%. This compares to a total return of 40.32% for the S&P 500^® Index (the Index), 4.74% for the Bloomberg Barclays Municipal Bond Index, 22.53% for the Composite Index, and 6.31% for the Lipper Composite Index (51% of the Lipper General & Insured Municipal Debt Funds Index and 49% of the Lipper Large-Cap Core Funds Index). The Institutional Shares, Class A, and Class C commenced operations on June 29, 2020, and from that time through May 31, 2021, had a total return of 21.62%, 21.35%, and 20.47%, respectively.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection, and monitoring of the Fund's subadviser. Northern Trust Investments, Inc., is a subadviser to the Fund. The investment adviser and the subadviser each provide day-to-day discretionary management for a portion of the Fund's assets.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach in the municipal bond portion of the Fund, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's

5

USAA Mutual Funds Trust

USAA Growth and Tax Strategy Fund (continued)

Managers' Commentary (continued)

ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

The equity portion of the Fund through the one-year period ending May 31, 2021, produced a positive absolute return in-line with the S&P 500^® Index (the "Index"). The relative strength or weakness of certain sectors in the Index did not have an outsized impact on the equity portion of the Fund as its sector exposures are similar to those of the Index. In keeping with our investment approach, we sought to limit both short-term and long-term capital gains. More specifically, we kept realized capital gains down by limiting the sale of securities that had increased in value and realizing capital losses on securities that had decreased in value. In addition, our investment process continued to manage the "active risk" (the risk that the equity portion of the Fund will not perform in line with the Index because of our efforts to achieve tax efficiency) in the portfolio. During the month of February, the Fund realized some capital gains as part of a scheduled rebalance, which was driven by strong equity returns. To the extent the Fund has a loss carryforward position, it will help offset any potential future capital gains.

Thank you for allowing us to assist you with your investment needs.

6

USAA Mutual Funds Trust

USAA Growth and Tax Strategy Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares			Institutional Shares			Class A			Class C
INCEPTION DATE	1/11/89			6/29/20			6/29/20			6/29/20
	Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			S&P 5001			Bloomberg Barclays Municpal Bond Index2			Composite Index1,2,3			Lipper Composite Index4
One Year		22.79	%		NA			NA			NA			40.32	%		4.74	%		22.53	%		6.31	%
Five Year		9.73	%		NA			NA			NA			17.16	%		3.52	%		10.34	%		2.74	%
Ten Year		9.12	%		NA			NA			NA			14.38	%		4.29	%		9.34	%		3.10	%
Since Inception		NA			21.62	%		21.35	%		20.47	%		NA			NA			NA			NA

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Growth and Tax Strategy Fund — Growth of $10,000

¹The unmanaged S&P 500 Index is a market-capitalization-weighted index that measures the performance of the common stocks of 500 leading U.S. companies. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Bloomberg Barclays Municipal Bond Index is a benchmark of total return performance for the long-term, investment-grade, tax-exempt bond market. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, it is not possible to invest directly in an index.

³The Composite Index is comprised of 50% of the S&P 500 Index and 50% of the Bloomberg Barclays Municipal Bond Index. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, is is not possible to invest directly in an index.

⁴The Lipper Composite Index is comprised of 51% of the Lipper General & Insured Municipal Debt Funds Index and 49% of the Lipper Large-Cap Core Funds Index. The unmanaged Lipper General & Municipal Debt Funds Index tracks the total return performance of the funds within this same category. The unmanaged Lipper Large-Cap Core Funds Index tracks the total return performance of the funds within this same category. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, is is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

7

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks a conservative balance for the investor between income, the majority of which is exempt from federal income tax, and the potential for long-term growth of capital to preserve purchasing power.

Top 10 Sectors*:

May 31, 2021

(% of Net Assets)

Information Technology	12.4	%
Health Care	6.0	%
Financials	5.8	%
Consumer Discretionary	5.7	%
Communication Services	5.3	%
Industrials	4.3	%
Consumer Staples	2.8	%
Materials	1.4	%
Energy	1.4	%
Real Estate	1.2	%

Top 5 Tax-Exempt Bonds:

May 31, 2021

(% of Net Assets)

Port of Port Arthur Navigation District Revenue	1.9	%
Massachusetts Development Finance Agency Revenue	1.6	%
Illinois Finance Authority Revenue	1.2	%
New Jersey Economic Development Authority Revenue	1.1	%
Public Finance Authority Revenue	0.8	%

Top 5 Blue Chip Stocks:

May 31, 2021

(% of Net Assets)

Apple, Inc.	2.7	%
Microsoft Corp.	2.5	%
Amazon.com, Inc.	1.8	%
Facebook, Inc. Class A	1.1	%
Alphabet, Inc. Class A	1.0	%

Refer to the Schedule of Portfolio Investments for a complete list of securities.

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

8

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Common Stocks (47.5%)
Blue Chip Stocks:
Communication Services (5.3%):
Activision Blizzard, Inc.		9,016	$	877
Alphabet, Inc. Class A (a)		3,091		7,285
Alphabet, Inc. Class C (a)		2,961		7,141
AT&T, Inc.		58,206		1,713
Charter Communications, Inc. Class A (a)		1,764		1,225
Comcast Corp. Class A		49,729		2,851
Discovery, Inc. Class C (a)		2,733		82
DISH Network Corp. Class A (a)		603		26
Electronic Arts, Inc.		2,332		333
Facebook, Inc. Class A (a)		24,295		7,987
Fox Corp. Class A		4,287		160
Fox Corp. Class B		1,992		72
Live Nation Entertainment, Inc. (a)		1,845		166
Lumen Technologies, Inc. (b)		11,485		159
Netflix, Inc. (a)		4,641		2,334
News Corp. Class A		2,721		73
Omnicom Group, Inc.		2,667		219
Take-Two Interactive Software, Inc. (a)		1,508		280
The Interpublic Group of Cos., Inc.		4,839		163
The Walt Disney Co. (a)		18,753		3,350
T-Mobile U.S., Inc. (a)		5,490		777
Twitter, Inc. (a)		7,251		421
Verizon Communications, Inc.		32,638		1,844
ViacomCBS, Inc. Class B		6,762		287
				39,825
Consumer Discretionary (5.7%):
Advance Auto Parts, Inc.		832		158
Amazon.com, Inc. (a)		4,335		13,972
Aptiv PLC (a)		2,354		354
AutoZone, Inc. (a)		255		359
Best Buy Co., Inc.		2,415		281
Booking Holdings, Inc. (a)		441		1,041
BorgWarner, Inc.		2,421		124
Caesars Entertainment, Inc. (a)		675		72
CarMax, Inc. (a)		2,090		241
Carnival Corp. (a)		8,370		247
Chipotle Mexican Grill, Inc. (a)		325		446
D.R. Horton, Inc.		3,030		289
Darden Restaurants, Inc.		1,633		234
Dollar General Corp.		2,615		531
Dollar Tree, Inc. (a)		1,591		155
Domino's Pizza, Inc.		408		174
eBay, Inc.		7,658		466
Etsy, Inc. (a)		754		124
Expedia Group, Inc. (a)		1,583		280
Ford Motor Co. (a)		48,980		712
Garmin Ltd.		1,580		225

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
General Motors Co. (a)		13,698	$	812
Genuine Parts Co.		1,110		146
Hanesbrands, Inc.		4,535		89
Hasbro, Inc.		1,600		154
Hilton Worldwide Holdings, Inc. (a)		3,015		378
L Brands, Inc. (a)		2,727		191
Las Vegas Sands Corp. (a) (c)		1,042		60
Leggett & Platt, Inc.		859		47
Lennar Corp. Class A		2,669		264
Lennar Corp. Class B		1		—	(d)
LKQ Corp. (a)		3,837		196
Lowe's Cos., Inc.		7,623		1,485
Marriott International, Inc. Class A (a)		2,953		424
McDonald's Corp.		7,151		1,673
MGM Resorts International		5,858		251
Mohawk Industries, Inc. (a)		618		130
Newell Brands, Inc.		4,177		120
NIKE, Inc. Class B		14,322		1,954
Norwegian Cruise Line Holdings Ltd. (a) (b)		3,415		109
NVR, Inc. (a)		38		186
O'Reilly Automotive, Inc. (a)		961		514
PulteGroup, Inc.		2,360		136
PVH Corp. (a)		928		107
Ralph Lauren Corp. (a)		420		52
Ross Stores, Inc.		3,683		465
Royal Caribbean Cruises Ltd. (a)		2,147		200
Starbucks Corp.		12,390		1,411
Tapestry, Inc. (a)		3,021		136
Target Corp. (c)		5,209		1,182
Tesla, Inc. (a)		6,491		4,058
The Gap, Inc.		2,315		77
The Home Depot, Inc.		11,047		3,523
The TJX Cos., Inc.		11,818		798
Tractor Supply Co.		1,578		287
Ulta Beauty, Inc. (a)		550		190
Under Armour, Inc. Class A (a)		2,357		53
Under Armour, Inc. Class C (a)		2,104		40
VF Corp.		3,213		256
Whirlpool Corp.		792		188
Wynn Resorts Ltd. (a)		1,047		138
Yum! Brands, Inc.		3,711		445
				43,410
Consumer Staples (2.8%):
Altria Group, Inc.		18,982		934
Archer-Daniels-Midland Co.		6,080		405
Brown-Forman Corp. Class B		2,315		186
Campbell Soup Co.		2,319		113
Church & Dwight Co., Inc.		2,959		254
Colgate-Palmolive Co.		7,487		627
Conagra Brands, Inc.		6,489		247

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Constellation Brands, Inc. Class A		1,572	$	377
Costco Wholesale Corp.		4,892		1,851
General Mills, Inc.		6,777		426
Hormel Foods Corp.		2,891		140
Kellogg Co.		2,529		166
Kimberly-Clark Corp.		2,741		358
Lamb Weston Holdings, Inc.		1,591		131
McCormick & Co., Inc.		2,942		262
Molson Coors Beverage Co. Class B (a)		2,045		119
Mondelez International, Inc. Class A		16,326		1,037
Monster Beverage Corp. (a)		3,965		374
PepsiCo, Inc.		11,883		1,758
Philip Morris International, Inc.		16,390		1,581
Sysco Corp.		5,774		468
The Clorox Co.		1,311		232
The Coca-Cola Co.		30,968		1,712
The Estee Lauder Cos., Inc.		2,324		712
The Hershey Co.		1,885		326
The J.M. Smucker Co.		828		110
The Kraft Heinz Co.		6,993		305
The Kroger Co.		8,771		324
The Procter & Gamble Co.		24,735		3,336
Tyson Foods, Inc. Class A		2,142		170
Walgreens Boots Alliance, Inc.		7,770		409
Walmart, Inc.		13,998		1,988
				21,438
Energy (1.4%):
APA Corp.		1,129		24
Baker Hughes Co.		8,513		208
Cabot Oil & Gas Corp.		2,120		35
Chevron Corp.		21,588		2,241
ConocoPhillips		15,168		845
Devon Energy Corp.		4,751		126
Diamondback Energy, Inc.		2,111		169
EOG Resources, Inc.		4,759		382
Exxon Mobil Corp.		40,045		2,337
Halliburton Co.		9,010		202
Hess Corp.		2,683		225
HollyFrontier Corp.		1,850		60
Kinder Morgan, Inc.		19,808		363
Marathon Oil Corp.		10,479		127
Marathon Petroleum Corp.		8,076		499
NOV, Inc. (a)		4,819		78
Occidental Petroleum Corp.		6,234		162
ONEOK, Inc.		5,513		291
Phillips 66		5,195		438
Pioneer Natural Resources Co.		2,039		310
Schlumberger Ltd.		18,134		568
The Williams Cos., Inc.		14,342		378

See notes to financial statements.

11

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May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Valero Energy Corp.		3,087	$	248
				10,316
Financials (5.8%):
Aflac, Inc.		6,526		370
American Express Co.		7,083		1,134
American International Group, Inc.		10,328		546
Ameriprise Financial, Inc.		1,259		327
Aon PLC Class A		2,698		684
Arthur J. Gallagher & Co.		2,370		347
Assurant, Inc.		653		105
Bank of America Corp.		80,700		3,421
Berkshire Hathaway, Inc. Class B (a)		18,026		5,217
BlackRock, Inc.		1,475		1,294
Capital One Financial Corp.		4,854		780
Cboe Global Markets, Inc.		680		76
Chubb Ltd.		4,174		710
Cincinnati Financial Corp.		1,898		231
Citigroup, Inc.		21,251		1,673
Citizens Financial Group, Inc.		5,249		262
CME Group, Inc.		3,122		683
Comerica, Inc.		1,808		142
Discover Financial Services		3,983		467
Everest Re Group Ltd.		440		114
Fifth Third Bancorp		8,885		374
First Republic Bank		833		159
Franklin Resources, Inc.		2,567		88
Globe Life, Inc.		1,211		128
Huntington Bancshares, Inc.		12,687		201
Intercontinental Exchange, Inc.		5,422		612
Invesco Ltd.		4,735		135
JPMorgan Chase & Co.		32,894		5,403
KeyCorp		12,202		281
Lincoln National Corp.		1,769		123
Loews Corp.		3,046		178
M&T Bank Corp.		1,592		256
Marsh & McLennan Cos., Inc.		5,030		696
MetLife, Inc.		8,569		560
Moody's Corp.		1,624		545
Morgan Stanley		14,869		1,352
MSCI, Inc.		992		464
Nasdaq, Inc.		1,159		194
Northern Trust Corp. (e)		1,926		233
People's United Financial, Inc.		5,272		100
Principal Financial Group, Inc.		2,476		162
Prudential Financial, Inc.		4,971		532
Raymond James Financial, Inc.		1,326		176
Regions Financial Corp.		9,790		229
S&P Global, Inc.		2,529		960
State Street Corp.		3,118		271
SVB Financial Group (a)		645		376

See notes to financial statements.

12

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May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Synchrony Financial		6,793	$	322
T. Rowe Price Group, Inc.		2,189		419
The Allstate Corp.		3,329		455
The Bank of New York Mellon Corp.		8,002		417
The Charles Schwab Corp.		15,986		1,181
The Goldman Sachs Group, Inc.		3,240		1,205
The Hartford Financial Services Group, Inc.		2,900		190
The PNC Financial Services Group, Inc.		4,807		936
The Progressive Corp.		5,434		538
The Travelers Cos., Inc.		3,045		486
Truist Financial Corp.		14,396		889
U.S. Bancorp		14,810		900
Unum Group		2,526		78
W.R. Berkley Corp.		1,826		142
Wells Fargo & Co.		37,277		1,742
Willis Towers Watson PLC		1,546		404
Zions Bancorp NA		2,017		117
				43,792
Health Care (6.0%):
Abbott Laboratories		19,358		2,258
AbbVie, Inc.		17,884		2,024
ABIOMED, Inc. (a)		568		162
Agilent Technologies, Inc.		4,127		570
Alexion Pharmaceuticals, Inc. (a)		2,369		418
Align Technology, Inc. (a)		809		477
AmerisourceBergen Corp.		1,410		162
Amgen, Inc.		6,365		1,515
Anthem, Inc.		2,398		955
Baxter International, Inc.		4,622		380
Becton, Dickinson & Co.		2,074		502
Biogen, Inc. (a)		1,601		428
Bio-Rad Laboratories, Inc. Class A (a)		83		50
Boston Scientific Corp. (a)		12,299		523
Bristol-Myers Squibb Co.		23,723		1,559
Cardinal Health, Inc.		2,538		142
Catalent, Inc. (a)		1,060		111
Centene Corp. (a)		5,336		393
Cerner Corp.		2,787		218
Cigna Corp.		3,968		1,027
CVS Health Corp.		13,617		1,177
Danaher Corp.		6,992		1,791
DaVita, Inc. (a)		972		117
DENTSPLY SIRONA, Inc.		2,714		182
DexCom, Inc. (a)		197		73
Edwards Lifesciences Corp. (a)		6,150		590
Eli Lilly & Co.		8,712		1,740
Gilead Sciences, Inc. (c)		12,961		857
HCA Healthcare, Inc.		2,625		564
Henry Schein, Inc. (a)		1,136		86
Hologic, Inc. (a)		2,461		155

See notes to financial statements.

13

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Humana, Inc.		1,376	$	602
IDEXX Laboratories, Inc. (a)		1,036		578
Illumina, Inc. (a)		1,477		599
Incyte Corp. (a)		483		40
Intuitive Surgical, Inc. (a)		1,235		1,040
IQVIA Holdings, Inc. (a)		1,890		454
Johnson & Johnson (c)		24,692		4,179
Laboratory Corp. of America Holdings (a)		1,063		292
McKesson Corp.		1,670		321
Medtronic PLC		11,850		1,500
Merck & Co., Inc.		23,177		1,759
Mettler-Toledo International, Inc. (a)		250		325
PerkinElmer, Inc.		1,164		169
Perrigo Co. PLC		1,550		72
Pfizer, Inc.		48,701		1,886
Quest Diagnostics, Inc.		1,226		161
Regeneron Pharmaceuticals, Inc. (a)		873		439
ResMed, Inc.		1,423		293
STERIS PLC		864		165
Stryker Corp.		3,361		858
Teleflex, Inc.		536		216
The Cooper Cos., Inc.		445		175
Thermo Fisher Scientific, Inc.		4,163		1,955
UnitedHealth Group, Inc.		10,015		4,125
Universal Health Services, Inc. Class B		844		135
Vertex Pharmaceuticals, Inc. (a)		2,828		590
Viatris, Inc.		6,265		96
Waters Corp. (a)		690		222
West Pharmaceutical Services, Inc.		489		170
Zimmer Biomet Holdings, Inc.		1,629		274
Zoetis, Inc.		4,796		847
				45,743
Industrials (4.3%):
3M Co.		6,795		1,380
Alaska Air Group, Inc. (a)		1,550		107
Allegion PLC		880		124
American Airlines Group, Inc. (a)		6,217		151
AMETEK, Inc.		2,905		392
AO Smith Corp.		1,795		128
C.H. Robinson Worldwide, Inc.		779		76
Carrier Global Corp.		7,990		367
Caterpillar, Inc.		6,025		1,452
Cintas Corp.		1,066		377
Copart, Inc. (a)		2,286		295
CSX Corp.		8,013		802
Cummins, Inc.		1,364		351
Deere & Co.		3,919		1,415
Delta Air Lines, Inc. (a)		7,217		344
Dover Corp.		1,435		216
Eaton Corp. PLC		4,316		627

See notes to financial statements.

14

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Emerson Electric Co.		5,920	$	566
Equifax, Inc.		1,334		313
Expeditors International of Washington, Inc.		1,610		202
Fastenal Co.		5,972		317
FedEx Corp.		2,126		669
Fortive Corp.		2,506		182
Fortune Brands Home & Security, Inc.		1,743		180
General Dynamics Corp.		1,726		328
General Electric Co.		94,576		1,330
Honeywell International, Inc.		7,574		1,749
Howmet Aerospace, Inc. (a)		3,713		132
Huntington Ingalls Industries, Inc.		470		102
IDEX Corp.		757		169
IHS Markit Ltd.		3,349		353
Illinois Tool Works, Inc.		3,048		706
Ingersoll Rand, Inc. (a) (c)		4,166		207
J.B. Hunt Transport Services, Inc.		757		130
Jacobs Engineering Group, Inc.		1,348		191
Johnson Controls International PLC		6,676		444
Kansas City Southern		960		286
L3Harris Technologies, Inc.		2,683		585
Lockheed Martin Corp.		2,228		851
Masco Corp.		2,915		176
Nielsen Holdings PLC		4,460		121
Norfolk Southern Corp.		2,671		750
Northrop Grumman Corp.		1,594		583
Old Dominion Freight Line, Inc.		1,111		295
Otis Worldwide Corp.		3,056		239
PACCAR, Inc.		3,278		300
Parker-Hannifin Corp.		1,216		375
Pentair PLC		909		63
Quanta Services, Inc.		1,444		138
Raytheon Technologies Corp.		14,809		1,314
Republic Services, Inc. (c)		2,086		228
Robert Half International, Inc.		1,284		114
Rockwell Automation, Inc.		1,436		379
Roper Technologies, Inc.		1,322		595
Snap-on, Inc.		594		151
Southwest Airlines Co. (a)		6,366		391
Stanley Black & Decker, Inc.		1,786		387
Teledyne Technologies, Inc. (a)		398		167
Textron, Inc.		2,070		142
The Boeing Co. (a)		5,520		1,363
Trane Technologies PLC		2,877		536
TransDigm Group, Inc. (a)		593		385
Union Pacific Corp.		7,288		1,638
United Airlines Holdings, Inc. (a)		3,124		182
United Parcel Service, Inc. Class B		7,664		1,645
United Rentals, Inc. (a)		750		250
Verisk Analytics, Inc.		1,450		251

See notes to financial statements.

15

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
W.W. Grainger, Inc.		582	$	269
Waste Management, Inc.		3,869		544
Westinghouse Air Brake Technologies Corp.		1,745		144
Xylem, Inc.		1,548		183
				32,894
Information Technology (12.4%):
Accenture PLC Class A		6,903		1,948
Adobe, Inc. (a)		4,939		2,492
Advanced Micro Devices, Inc. (a)		12,513		1,002
Akamai Technologies, Inc. (a)		1,627		186
Amphenol Corp. Class A		5,984		402
Analog Devices, Inc.		3,989		657
ANSYS, Inc. (a)		796		269
Apple, Inc.		166,329		20,726
Applied Materials, Inc.		10,258		1,417
Arista Networks, Inc. (a)		591		201
Autodesk, Inc. (a)		2,385		682
Automatic Data Processing, Inc.		4,190		821
Broadcom, Inc.		4,130		1,951
Broadridge Financial Solutions, Inc.		1,502		240
Cadence Design Systems, Inc. (a)		2,583		328
CDW Corp.		1,428		236
Cisco Systems, Inc.		44,288		2,343
Citrix Systems, Inc.		1,327		153
Cognizant Technology Solutions Corp. Class A		5,181		371
Corning, Inc.		8,056		351
DXC Technology Co. (a)		3,194		121
F5 Networks, Inc. (a)		561		104
Fidelity National Information Services, Inc.		4,079		608
Fiserv, Inc. (a)		6,030		695
FleetCor Technologies, Inc. (a)		223		61
Fortinet, Inc. (a)		1,459		319
Gartner, Inc. (a)		1,089		252
Global Payments, Inc.		3,409		660
Hewlett Packard Enterprise Co.		12,525		200
HP, Inc.		13,953		408
Intel Corp.		42,806		2,445
International Business Machines Corp.		6,781		975
Intuit, Inc.		2,547		1,118
IPG Photonics Corp. (a)		466		98
Juniper Networks, Inc.		2,447		64
Keysight Technologies, Inc. (a)		2,383		339
KLA Corp.		1,555		493
Lam Research Corp.		1,595		1,036
Mastercard, Inc. Class A		9,019		3,252
Maxim Integrated Products, Inc.		2,767		282
Microchip Technology, Inc.		2,724		428
Micron Technology, Inc. (a)		10,918		919
Microsoft Corp. (c)		77,209		19,278
Motorola Solutions, Inc.		1,485		305

See notes to financial statements.

16

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
NetApp, Inc.		2,488	$	192
NortonLifeLock, Inc.		2,608		72
NVIDIA Corp.		6,493		4,219
Oracle Corp.		21,349		1,681
Paychex, Inc.		2,957		299
Paycom Software, Inc. (a)		617		203
PayPal Holdings, Inc. (a)		12,173		3,165
Qorvo, Inc. (a)		1,188		217
QUALCOMM, Inc.		12,125		1,631
salesforce.com, Inc. (a)		9,408		2,240
Seagate Technology Holdings PLC		2,345		225
ServiceNow, Inc. (a) (c)		2,007		951
Skyworks Solutions, Inc.		1,128		192
Synopsys, Inc. (a)		1,398		356
TE Connectivity Ltd.		3,470		471
Teradyne, Inc.		945		125
Texas Instruments, Inc.		8,950		1,699
The Western Union Co.		3,004		73
VeriSign, Inc. (a)		1,007		221
Visa, Inc. Class A		16,996		3,863
Western Digital Corp. (a)		3,265		246
Xerox Holdings Corp.		1		—	(d)
Xilinx, Inc.		2,527		321
Zebra Technologies Corp. (a)		706		351
				94,249
Materials (1.4%):
Air Products & Chemicals, Inc.		2,193		657
Albemarle Corp.		1,201		201
Amcor PLC		17,474		206
Avery Dennison Corp.		906		200
Ball Corp.		3,726		306
Celanese Corp.		1,286		213
CF Industries Holdings, Inc.		2,763		147
Corteva, Inc.		8,159		371
Dow, Inc.		9,091		622
DuPont de Nemours, Inc.		6,803		576
Eastman Chemical Co.		1,432		180
Ecolab, Inc.		2,743		590
FMC Corp.		1,425		166
Freeport-McMoRan, Inc.		15,889		679
International Flavors & Fragrances, Inc.		2,366		335
International Paper Co.		4,916		310
Linde PLC		5,503		1,654
LyondellBasell Industries NV Class A		2,696		304
Martin Marietta Materials, Inc.		721		262
Newmont Corp.		9,032		664
Nucor Corp.		2,642		271
Packaging Corp. of America		736		109
PPG Industries, Inc.		2,183		392
Sealed Air Corp.		1,340		76

See notes to financial statements.

17

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
The Mosaic Co.		4,580	$	166
The Sherwin-Williams Co.		2,769		785
Vulcan Materials Co.		1,213		222
Westrock Co.		2,863		167
				10,831
Real Estate (1.2%):
Alexandria Real Estate Equities, Inc.		1,101		196
American Tower Corp.		4,297		1,098
AvalonBay Communities, Inc.		740		153
Boston Properties, Inc.		1,758		207
CBRE Group, Inc. Class A (a)		3,167		278
Crown Castle International Corp.		5,001		948
Digital Realty Trust, Inc.		2,408		365
Duke Realty Corp.		4,814		224
Equinix, Inc.		1,002		738
Equity Residential		2,215		171
Essex Property Trust, Inc.		290		86
Extra Space Storage, Inc.		1,147		172
Federal Realty Investment Trust		884		101
Healthpeak Properties, Inc.		4,797		160
Host Hotels & Resorts, Inc. (a)		8,818		151
Iron Mountain, Inc.		3,600		157
Kimco Realty Corp.		5,368		114
Mid-America Apartment Communities, Inc.		1,273		205
Prologis, Inc.		7,489		882
Public Storage		1,221		345
Realty Income Corp.		3,322		227
Regency Centers Corp.		1,923		124
SBA Communications Corp.		1,109		331
Simon Property Group, Inc.		3,796		488
UDR, Inc.		3,662		174
Ventas, Inc.		4,666		259
Vornado Realty Trust		1,244		59
Welltower, Inc.		4,568		341
Weyerhaeuser Co.		6,892		262
				9,016
Utilities (1.2%):
Alliant Energy Corp.		3,054		175
Ameren Corp.		2,468		208
American Electric Power Co., Inc. (c)		4,277		368
American Water Works Co., Inc.		2,297		356
CenterPoint Energy, Inc.		6,318		160
CMS Energy Corp.		3,607		226
Consolidated Edison, Inc. (c)		1,808		140
Dominion Energy, Inc.		4,760		362
DTE Energy Co.		2,162		298
Duke Energy Corp. (c)		6,693		671
Edison International		4,086		228
Entergy Corp.		2,505		264

See notes to financial statements.

18

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
Evergy, Inc. (c)		2,714	$	168
Eversource Energy (c)		3,443		280
Exelon Corp.		10,726		484
FirstEnergy Corp.		5,729		217
NextEra Energy, Inc. (c)		21,138		1,548
NiSource, Inc.		4,671		119
NRG Energy, Inc.		2,789		90
PPL Corp.		8,145		237
Public Service Enterprise Group, Inc.		6,188		384
Sempra Energy		2,344		318
The AES Corp.		6,122		156
The Southern Co. (c)		9,551		610
WEC Energy Group, Inc. (c)		4,007		376
Xcel Energy, Inc. (c)		6,662		472
				8,915
Total Common Stocks (Cost $112,852)				360,429
Municipal Bonds (52.5%)
Alabama (0.7%):
Columbia Industrial Development Board Revenue, Series C, 0.04%, 12/1/37, Continuously Callable @100 (f)	$	4,000		4,000
Columbia Industrial Development Board Revenue (NBGA — Southern Co.), Series A, 0.04%, 12/1/37, Continuously Callable @100 (f)		100		100
The Lower Alabama Gas District Revenue, Series A, 5.00%, 9/1/46		1,000		1,518
				5,618
Arizona (1.4%):
Arizona IDA Revenue 4.00%, 7/1/41 (g)		400		462
5.00%, 7/1/47, Continuously Callable @100		1,000		1,167
4.00%, 7/1/52 (g)		840		953
City of Phoenix IDA Revenue, 5.00%, 7/1/46, Continuously Callable @100		1,300		1,463
La Paz County IDA Revenue 4.00%, 2/15/41, Continuously Callable @100		425		476
4.00%, 2/15/46, Continuously Callable @100		345		383
4.00%, 2/15/51, Continuously Callable @100		300		332
Maricopa County IDA Revenue Series A, 5.00%, 9/1/42, Continuously Callable @100		500		625
Series A, 5.00%, 7/1/49, Continuously Callable @100		1,000		1,176
Series A, 5.00%, 7/1/54, Continuously Callable @100		1,275		1,498
Pima County IDA Revenue, 5.00%, 6/15/47, Continuously Callable @100 (h)		1,000		1,022
Student & Academic Services LLC Revenue, 5.00%, 6/1/44, Continuously Callable @100		1,000		1,120
				10,677
Arkansas (0.1%):
Arkansas Development Finance Authority Revenue, 4.00%, 12/1/44, Continuously Callable @100		1,000		1,109

See notes to financial statements.

19

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
California (2.7%):
California Statewide Communities Development Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 11/15/49, Pre-refunded 11/15/24 @100	$	1,000	$	1,162
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.), Series DBE-8059, 0.55%, 12/1/52, Callable 12/1/21 @100 (f) (h)		6,000		6,000
Jurupa Public Financing Authority Special Tax, Series A, 5.00%, 9/1/42, Continuously Callable @100		1,200		1,362
Monterey Peninsula Unified School District, GO (INS — Assured Guaranty Municipal Corp.), Series A, 5.50%, 8/1/34, Pre-refunded 8/1/21 @100		2,000		2,018
Sacramento City Financing Authority Revenue (LIQ — Deutsche Bank A.G.), Series XG0100, 0.12%, 12/1/33 (f) (h)		600		600
State of California, GO 5.00%, 2/1/43, Continuously Callable @100		1,000		1,075
5.00%, 8/1/45, Continuously Callable @100		1,000		1,161
Sutter Butte Flood Agency Special Assessment (INS — Build America Mutual Assurance Co.), 5.00%, 10/1/40, Continuously Callable @100		1,000		1,171
Twin Rivers Unified School District, GO (INS — Build America Mutual Assurance Co.), Series A, 5.00%, 8/1/40, Pre-refunded 2/1/24 @100		1,500		1,690
Val Verde Unified School District, GO (INS — Build America Mutual Assurance Co.), Series B, 5.00%, 8/1/44, Continuously Callable @100		1,000		1,166
West Contra Costa Unified School District, GO (INS — National Public Finance Guarantee Corp.), 8/1/34 (i)		4,435		3,440
				20,845
Colorado (1.7%):
Colorado Educational & Cultural Facilities Authority Revenue 5.00%, 12/1/38, Continuously Callable @100		1,000		1,212
5.00%, 4/1/48, Continuously Callable @100		710		852
Colorado Health Facilities Authority Revenue 5.00%, 12/1/42, Pre-refunded 6/1/22 @100		1,000		1,049
5.00%, 6/1/45, Pre-refunded 6/1/25 @100		1,000		1,181
4.00%, 12/1/50, Continuously Callable @103		1,000		1,139
Series A, 4.00%, 9/1/50, Continuously Callable @100		1,000		1,141
Denver Convention Center Hotel Authority Revenue, 5.00%, 12/1/40, Continuously Callable @100		1,000		1,152
Denver Health & Hospital Authority Certificate of Participation, 5.00%, 12/1/48, Continuously Callable @100		1,900		2,214
Park Creek Metropolitan District Revenue 5.00%, 12/1/41, Continuously Callable @100		250		289
5.00%, 12/1/45, Continuously Callable @100		1,000		1,150
Rampart Range Metropolitan District No. 1 Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 12/1/47, Continuously Callable @100		1,000		1,208
				12,587
Connecticut (0.7%):
Connecticut State Health & Educational Facilities Authority Revenue, Series T, 4.00%, 7/1/55, Continuously Callable @100		1,000		1,165
Mashantucket Western Pequot Tribe Revenue, 6.05%, 7/1/31 (j)		4,889		733

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
State of Connecticut, GO Series A, 5.00%, 4/15/36, Continuously Callable @100	$	1,500	$	1,898
Series A, 5.00%, 4/15/37, Continuously Callable @100		1,000		1,239
				5,035
District of Columbia (0.1%):
District of Columbia Revenue, 5.00%, 7/1/42, Pre-refunded 7/1/22 @100		1,100		1,158
Florida (3.3%):
Capital Trust Agency, Inc. Revenue 5.00%, 8/1/40, Continuously Callable @100		300		355
5.00%, 8/1/55, Continuously Callable @100		400		471
City of Atlantic Beach Revenue, Series A, 5.00%, 11/15/53, Continuously Callable @103		1,000		1,131
City of Jacksonville Revenue, 5.00%, 10/1/29, Continuously Callable @100		1,000		1,063
City of Pompano Beach Revenue, 4.00%, 9/1/50, Continuously Callable @103		1,500		1,608
County of Escambia Revenue, 0.05%, 7/1/22 (c) (f)		1,700		1,700
County of Miami-Dade Florida Water & Sewer System Revenue, 4.00%, 10/1/51, Continuously Callable @100		1,500		1,784
County of Polk Florida Utility System Revenue, 4.00%, 10/1/43, Continuously Callable @100		2,000		2,401
County of St Lucie Revenue, 0.04%, 9/1/28, Continuously Callable @100 (f)		6,000		6,000
Halifax Hospital Medical Center Revenue, 5.00%, 6/1/46, Continuously Callable @100		1,000		1,150
Lee County IDA Revenue, 5.50%, 10/1/47, Pre-refunded 10/1/22 @102		645		703
Lee Memorial Health System Revenue, Series A-1, 5.00%, 4/1/44, Continuously Callable @100		1,450		1,796
Sarasota County Health Facilities Authority Revenue, 5.00%, 5/15/38, Continuously Callable @103		700		797
Southeast Overtown Park West Community Redevelopment Agency Tax Allocation, Series A-1, 5.00%, 3/1/30, Continuously Callable @100 (h)		1,000		1,105
Tampa-Hillsborough County Expressway Authority Revenue, Series A, 5.00%, 7/1/37, Pre-refunded 7/1/22 @100		1,505		1,583
Volusia County Educational Facility Authority Revenue, Series B, 5.00%, 10/15/45, Pre-refunded 4/15/25 @100		1,000		1,175
				24,822
Georgia (3.0%):
Appling County Development Authority Revenue 0.07%, 9/1/29, Continuously Callable @100 (f)		800		800
0.07%, 9/1/41, Continuously Callable @100 (f)		2,400		2,400
Development Authority of Heard County Revenue, 0.10%, 9/1/26, Continuously Callable @100 (f)		1,600		1,600
Gainesville & Hall County Hospital Authority Revenue, 4.00%, 2/15/45, Continuously Callable @100		2,000		2,325
Glynn-Brunswick Memorial Hospital Authority Revenue, 5.00%, 8/1/47, Continuously Callable @100		1,000		1,163
Milledgeville & Baldwin County Development Authority Revenue, 4.00%, 6/15/37, Continuously Callable @100		1,300		1,575
Private Colleges & Universities Authority Revenue, 4.00%, 6/1/45, Continuously Callable @100		750		853

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
The Burke County Development Authority Revenue, Series 1, 0.06%, 7/1/49, Continuously Callable @100 (f)	$	1,000	$	1,000
The Burke County Development Authority Revenue (NBGA — Southern Co.), 0.05%, 11/1/52, Continuously Callable @100 (f)		2,000		2,000
The Development Authority of Monroe County Revenue, 0.07%, 11/1/48, Continuously Callable @100 (f)		5,300		5,300
Valdosta Housing Authority Revenue (LIQ — Deutsche Bank A.G.), Series 2020-XF1089, 0.35%, 4/1/60, Callable 4/1/35 @100 (f) (h)		3,900		3,900
				22,916
Guam (0.3%):
Antonio B Won Pat International Airport Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.50%, 10/1/33, Continuously Callable @100		750		831
Guam Government Waterworks Authority Revenue, 5.50%, 7/1/43, Pre-refunded 7/1/23 @100		1,000		1,111
				1,942
Illinois (4.7%):
Bureau County Township High School District No. 502, GO (INS — Build America Mutual Assurance Co.), Series A, 5.00%, 12/1/37, Continuously Callable @100		1,000		1,210
Chicago Board of Education, GO (LIQ — Deutsche Bank A.G.), Series 2017-XM0188, 0.18%, 12/1/39, Callable 12/1/21 @100 (f) (h)		1,000		1,000
Chicago Midway International Airport Revenue, Series B, 5.00%, 1/1/41, Continuously Callable @100		1,000		1,180
Chicago O'Hare International Airport Revenue, Series C, 5.00%, 1/1/41, Continuously Callable @100		1,000		1,213
Chicago O'Hare International Airport Revenue (INS — Assured Guaranty Municipal Corp.), 5.25%, 1/1/33, Continuously Callable @100		1,000		1,071
Chicago Park District, GO, Series C, 4.00%, 1/1/42, Continuously Callable @100		1,250		1,433
Chicago Transit Authority Sales Tax Receipts Fund Revenue, Series A, 4.00%, 12/1/55, Continuously Callable @100		2,000		2,279
City of Chicago Wastewater Transmission Revenue 5.00%, 1/1/44, Continuously Callable @100		1,000		1,107
Series A, 5.00%, 1/1/47, Continuously Callable @100		1,000		1,197
City of Chicago Waterworks Revenue, 5.00%, 11/1/44, Continuously Callable @100		1,000		1,118
Cook County Community College District No. 508, GO (INS — Build America Mutual Assurance Co.), 5.00%, 12/1/47, Continuously Callable @100		1,000		1,170
County of Cook Sales Tax Revenue, 5.00%, 11/15/38, Continuously Callable @100		1,000		1,225
Illinois Educational Facilities Authority Revenue, 4.00%, 11/1/36, Continuously Callable @102		1,000		1,157
Illinois Finance Authority Revenue 3.90%, 3/1/30, Continuously Callable @100		1,000		1,103
5.00%, 5/15/37, Continuously Callable @100		1,000		1,134
5.00%, 5/15/40, Continuously Callable @100		1,275		1,425
5.00%, 8/15/44, Continuously Callable @100		1,000		1,120

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
5.00%, 10/1/44, Continuously Callable @100	$	1,000	$	1,238
5.00%, 5/15/45, Continuously Callable @100		1,000		1,112
Series A, 4.00%, 10/1/40, Continuously Callable @100		1,000		1,130
Series C, 4.00%, 2/15/41, Pre-refunded 2/15/27 @100		45		53
Series C, 4.00%, 2/15/41, Continuously Callable @100		955		1,068
Northern Illinois Municipal Power Agency Revenue, Series A, 4.00%, 12/1/41, Continuously Callable @100		1,000		1,124
Northern Illinois University Revenue 4.00%, 10/1/37, Continuously Callable @100 (g)		550		648
4.00%, 10/1/39, Continuously Callable @100 (g)		425		499
Northern Illinois University Revenue (INS — Build America Mutual Assurance Co.), Series B, 4.00%, 4/1/40, Continuously Callable @100		600		689
Sangamon County Water Reclamation District, GO Series A, 4.00%, 1/1/49, Continuously Callable @100		1,000		1,124
Series A, 5.75%, 1/1/53, Continuously Callable @100		1,235		1,474
State of Illinois, GO 5.50%, 5/1/39, Continuously Callable @100		225		289
Series A, 5.00%, 3/1/46, Continuously Callable @100		1,000		1,245
Series B, 4.00%, 10/1/32, Continuously Callable @100		2,300		2,700
				35,535
Indiana (0.7%):
Evansville Redevelopment Authority Revenue (INS — Build America Mutual Assurance Co.), 4.00%, 2/1/39, Continuously Callable @100		1,000		1,120
Indiana Finance Authority Revenue 5.00%, 2/1/40, Continuously Callable @100		1,000		1,111
5.00%, 10/1/44, Pre-refunded 10/1/23 @100		1,000		1,111
Richmond Hospital Authority Revenue, 5.00%, 1/1/39, Continuously Callable @100		1,500		1,719
				5,061
Iowa (0.1%):
Iowa Tobacco Settlement Authority Revenue, Series A-2, 4.00%, 6/1/49, Continuously Callable @100		1,000		1,155
Kansas (1.1%):
City of Coffeyville Electric System Revenue (INS — National Public Finance Guarantee Corp.), Series B, 5.00%, 6/1/42, Pre-refunded 6/1/25 @100 (h)		1,000		1,181
City of Lawrence Revenue 5.00%, 7/1/43, Continuously Callable @100		1,500		1,806
Series A, 4.00%, 7/1/36, Continuously Callable @100		1,500		1,711
City of Wichita Revenue, 4.63%, 9/1/33, Continuously Callable @100		1,000		1,013
Wyandotte County-Kansas City Unified Government Utility System Revenue Series A, 5.00%, 9/1/44, Continuously Callable @100		1,250		1,416
Series A, 5.00%, 9/1/45, Continuously Callable @100		1,000		1,167
				8,294

See notes to financial statements.

23

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Kentucky (0.6%):
City of Ashland Revenue, 5.00%, 2/1/40, Continuously Callable @100	$	1,000	$	1,101
Kentucky Bond Development Corp. Revenue, 4.00%, 6/1/46, Continuously Callable @100 (g)		750		883
Kentucky Economic Development Finance Authority Revenue, 5.00%, 5/15/46, Continuously Callable @100		1,000		1,023
Kentucky Economic Development Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 12/1/45, Continuously Callable @100		1,000		1,216
				4,223
Louisiana (2.4%):
City of Shreveport Water & Sewer Revenue 5.00%, 12/1/40, Continuously Callable @100		1,000		1,154
Series B, 4.00%, 12/1/44, Continuously Callable @100		500		568
City of Shreveport Water & Sewer Revenue (INS — Build America Mutual Assurance Co.), Series C, 5.00%, 12/1/39, Continuously Callable @100		1,000		1,144
Jefferson Sales Tax District Revenue, Series B, 4.00%, 12/1/42, Continuously Callable @100		1,500		1,812
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue (INS — Assured Guaranty Municipal Corp.) 5.00%, 10/1/39, Continuously Callable @100		1,000		1,204
5.00%, 10/1/43, Continuously Callable @100		1,000		1,167
4.00%, 10/1/46, Continuously Callable @100		1,000		1,083
Louisiana Public Facilities Authority Revenue 5.00%, 11/1/45, Pre-refunded 11/1/25 @100		1,000		1,198
5.00%, 7/1/52, Continuously Callable @100		1,000		1,166
4.00%, 1/1/56, Continuously Callable @100		1,000		1,081
Louisiana Public Facilities Authority Revenue (INS — Build America Mutual Assurance Co.), 5.25%, 6/1/51, Continuously Callable @100		1,000		1,148
Parish of East Baton Rouge Capital Improvements District Revenue, 4.00%, 8/1/44, Continuously Callable @100		1,400		1,649
Parish of St. James Revenue, Series A-1, 0.13%, 11/1/40, Continuously Callable @100 (f)		1,000		1,000
State of Louisiana Gasoline & Fuels Tax Revenue, Series C, 5.00%, 5/1/45, Continuously Callable @100		1,500		1,868
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 5/15/35, Continuously Callable @100		1,000		1,084
				18,326
Maine (0.3%):
Maine Health & Higher Educational Facilities Authority Revenue Series A, 4.00%, 7/1/46, Continuously Callable @100		1,000		1,062
Series A, 4.00%, 7/1/50, Continuously Callable @100		1,175		1,377
				2,439
Maryland (0.2%):
Maryland Health & Higher Educational Facilities Authority Revenue, 4.00%, 7/1/45, Continuously Callable @100		1,100		1,264

See notes to financial statements.

24

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Massachusetts (1.6%):
Massachusetts Development Finance Agency Revenue 5.00%, 4/15/40, Continuously Callable @100	$	1,000	$	1,078
5.25%, 11/15/41, Pre-refunded 11/15/23 @100		1,000		1,123
5.00%, 7/1/46, Continuously Callable @100		1,000		1,166
4.00%, 7/1/51, Continuously Callable @100		1,500		1,751
5.00%, 10/1/57, Continuously Callable @105 (h)		1,000		1,086
Series A, 5.00%, 6/1/39, Continuously Callable @100		1,000		1,235
Series A, 5.50%, 7/1/44, Continuously Callable @100		500		507
Series A, 5.00%, 7/1/44, Continuously Callable @100		1,600		1,939
Series D, 5.00%, 7/1/44, Continuously Callable @100		1,000		1,132
Series F, 5.75%, 7/15/43, Continuously Callable @100		1,000		1,058
				12,075
Michigan (1.4%):
City of Wyandotte Electric System Revenue (INS — Build America Mutual Assurance Co.), Series A, 5.00%, 10/1/44, Continuously Callable @100		1,000		1,135
Detroit Downtown Development Authority Tax Allocation (INS — Assured Guaranty Municipal Corp.), 5.00%, 7/1/43, Continuously Callable @100		1,750		1,942
Jackson Public Schools, GO (NBGA — Michigan School Bond Qualification & Loan Program), 5.00%, 5/1/42, Continuously Callable @100		1,000		1,235
Karegnondi Water Authority Revenue, 5.00%, 11/1/41, Continuously Callable @100		1,000		1,196
Lincoln Consolidated School District, GO (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 5/1/40, Continuously Callable @100		1,250		1,475
Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.), 5.00%, 5/1/45, Continuously Callable @100		1,000		1,172
Michigan Finance Authority Revenue, 4.00%, 9/1/45, Continuously Callable @100		1,000		1,143
Wayne County Airport Authority Revenue, 5.00%, 12/1/44, Continuously Callable @100		1,000		1,146
				10,444
Minnesota (0.3%):
Housing & Redevelopment Authority Revenue 5.00%, 11/15/44, Pre-refunded 11/15/25 @100		1,000		1,199
5.00%, 11/15/47, Continuously Callable @100		1,000		1,202
				2,401
Missouri (0.9%):
Cape Girardeau County IDA Revenue, 4.00%, 3/1/46, Continuously Callable @100		750		852
Health & Educational Facilities Authority of the State of Missouri Revenue, 4.00%, 2/1/48, Continuously Callable @100		1,500		1,635
Health & Educational Facilities Authority Revenue 5.00%, 8/1/45, Continuously Callable @100		1,270		1,371
4.00%, 2/15/49, Continuously Callable @100		250		284

See notes to financial statements.

25

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 10/1/38, Continuously Callable @100	$	1,000	$	1,206
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 10/1/49, Continuously Callable @100		1,000		1,249
				6,597
Nebraska (0.2%):
Douglas County Hospital Authority No. 3 Revenue, 5.00%, 11/1/48, Continuously Callable @100		1,000		1,160
Nevada (0.6%):
City of Carson City Revenue, 5.00%, 9/1/42, Continuously Callable @100		1,000		1,204
Las Vegas Convention & Visitors Authority Revenue, Series C, 4.00%, 7/1/41, Continuously Callable @100		1,555		1,708
Las Vegas Redevelopment Agency Tax Allocation, 5.00%, 6/15/45, Continuously Callable @100		1,500		1,677
				4,589
New Jersey (2.7%):
New Jersey Economic Development Authority Revenue 5.00%, 6/15/29, Continuously Callable @100		1,000		1,044
5.00%, 6/15/42, Continuously Callable @100		2,000		2,366
5.00%, 6/15/43, Continuously Callable @100		1,000		1,213
Series A, 4.00%, 7/1/34, Continuously Callable @100		1,000		1,106
Series A, 5.00%, 6/15/47, Continuously Callable @100		1,000		1,184
Series B, 5.00%, 6/15/43, Continuously Callable @100		1,000		1,210
New Jersey Economic Development Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 6/1/37, Continuously Callable @100		500		596
New Jersey Educational Facilities Authority Revenue, Series B, 5.00%, 9/1/36, Continuously Callable @100		1,000		1,177
New Jersey Educational Facilities Authority Revenue (INS — Assured Guaranty Municipal Corp.), Series C, 4.00%, 7/1/50, Continuously Callable @100		1,000		1,134
New Jersey Health Care Facilities Financing Authority Revenue, 5.00%, 10/1/37, Continuously Callable @100		1,000		1,183
New Jersey Transportation Trust Fund Authority Revenue Series A, 5.00%, 12/15/35, Continuously Callable @100		1,000		1,228
Series AA, 5.00%, 6/15/44, Continuously Callable @100		1,000		1,100
Series AA, 4.00%, 6/15/50, Continuously Callable @100		1,000		1,142
New Jersey Turnpike Authority Revenue, Series A, 4.00%, 1/1/51, Continuously Callable @100		1,000		1,180
South Jersey Transportation Authority LLC Revenue, Series A, 5.00%, 11/1/39, Continuously Callable @100		1,250		1,386
South Jersey Transportation Authority Revenue, Series A, 4.00%, 11/1/50, Continuously Callable @100		1,000		1,144
The Atlantic County Improvement Authority Revenue, 4.00%, 7/1/53, Continuously Callable @100		750		882

See notes to financial statements.

26

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 6/1/46, Continuously Callable @100	$	500	$	603
				20,878
New Mexico (0.2%):
New Mexico Hospital Equipment Loan Council Revenue, Series LA, 5.00%, 7/1/49, Continuously Callable @102		1,500		1,666
New York (1.5%):
Metropolitan Transportation Authority Revenue, Series C, 5.00%, 11/15/42, Continuously Callable @100		1,000		1,069
New York Liberty Development Corp. Revenue 5.25%, 10/1/35		630		907
5.50%, 10/1/37		1,500		2,265
2.80%, 9/15/69, Continuously Callable @100		1,000		1,012
New York State Dormitory Authority Revenue Series A, 4.00%, 3/15/47, Continuously Callable @100		2,000		2,368
Series A, 4.00%, 9/1/50, Continuously Callable @100		2,000		2,277
New York State Dormitory Authority Revenue (INS — AMBAC Assurance Corp.), Series 1, 5.50%, 7/1/40		1,205		1,826
				11,724
North Carolina (0.4%):
North Carolina Medical Care Commission Revenue 5.00%, 10/1/35, Continuously Callable @100		1,000		1,150
5.00%, 1/1/49, Continuously Callable @104		1,500		1,671
				2,821
North Dakota (0.2%):
County of Ward Revenue, Series C, 5.00%, 6/1/43, Continuously Callable @100		1,000		1,175
Ohio (0.2%):
County of Warren Revenue, Series A, 4.00%, 7/1/45, Continuously Callable @100		735		820
Southeastern Ohio Port Authority Revenue, 5.00%, 12/1/43, Continuously Callable @100		750		795
				1,615
Oklahoma (0.7%):
Comanche County Hospital Authority Revenue, Series A, 5.00%, 7/1/32, Continuously Callable @100		1,315		1,351
Garfield County Industrial Authority Revenue, 0.20%, 1/1/25, Callable 7/7/21 @100 (c) (f)		2,000		2,000
Oklahoma Development Finance Authority Revenue, Series B, 5.50%, 8/15/57, Continuously Callable @100		1,000		1,225
Tulsa County Industrial Authority Revenue, 5.25%, 11/15/37, Continuously Callable @102		750		840
				5,416
Oregon (0.5%):
Medford Hospital Facilities Authority Revenue, Series A, 4.00%, 8/15/50, Continuously Callable @100		1,000		1,164

See notes to financial statements.

27

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Oregon State Facilities Authority Revenue, 4.00%, 10/1/51, Continuously Callable @100	$	1,000	$	1,158
Salem Hospital Facility Authority Revenue, 5.00%, 5/15/53, Continuously Callable @102		1,250		1,409
				3,731
Pennsylvania (5.1%):
Adams County General Authority Revenue, 4.00%, 8/15/45, Continuously Callable @100		1,455		1,712
Allegheny County Hospital Development Authority Revenue 4.00%, 7/15/39, Continuously Callable @100		1,185		1,375
5.00%, 4/1/47, Continuously Callable @100		1,000		1,212
Altoona Area School District, GO (INS — Build America Mutual Assurance Co.), 5.00%, 12/1/48, Continuously Callable @100		1,000		1,155
Berks County IDA Revenue 5.00%, 5/15/43, Continuously Callable @102		350		394
5.00%, 11/1/50, Continuously Callable @100		1,500		1,564
Bucks County IDA Revenue, 4.00%, 8/15/44, Continuously Callable @100		1,000		1,134
Butler County Hospital Authority Revenue, 5.00%, 7/1/39, Continuously Callable @100		1,125		1,277
Canon Mcmillan School District, GO, 4.00%, 6/1/48, Continuously Callable @100		1,500		1,674
Chester County IDA Revenue, 5.00%, 10/1/44, Continuously Callable @100		1,000		1,057
City of Erie Higher Education Building Authority Revenue, 5.00%, 5/1/47, Continuously Callable @100		1,050		1,265
Commonwealth Financing Authority Revenue, 5.00%, 6/1/35, Continuously Callable @100		1,000		1,226
Commonwealth of Pennsylvania Certificate of Participation, Series A, 5.00%, 7/1/43, Continuously Callable @100		1,000		1,212
County of Lehigh Revenue, 4.00%, 7/1/49, Continuously Callable @100		1,000		1,156
Indiana County Hospital Authority Revenue, Series A, 6.00%, 6/1/39, Continuously Callable @100		1,625		1,710
Lancaster County Hospital Authority Revenue, 5.00%, 11/1/35, Continuously Callable @100		1,000		1,144
Latrobe IDA Revenue, 4.00%, 3/1/51, Continuously Callable @100		800		869
Montgomery County IDA Revenue 5.25%, 1/15/45, Continuously Callable @100		1,000		1,104
Series C, 4.00%, 11/15/43, Continuously Callable @103		600		674
Northampton County General Purpose Authority Revenue 4.00%, 8/15/40, Continuously Callable @100		1,000		1,122
5.00%, 8/15/43, Continuously Callable @100		1,000		1,229
Pennsylvania Economic Development Financing Authority Revenue, Series A, 4.00%, 10/15/51, Continuously Callable @100		1,000		1,180
Pennsylvania Turnpike Commission Revenue Series A-1, 5.00%, 12/1/46, Continuously Callable @100		1,000		1,157
Series A-1, 5.00%, 12/1/47, Continuously Callable @100		1,000		1,222
Series B, 5.00%, 12/1/39, Continuously Callable @100		1,000		1,237
Series B, 5.25%, 12/1/44, Continuously Callable @100		1,000		1,147

See notes to financial statements.

28

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Philadelphia IDA Revenue, 5.00%, 8/1/50, Continuously Callable @100	$	1,050	$	1,221
Reading School District, GO (INS — Assured Guaranty Municipal Corp.), 5.00%, 3/1/38, Continuously Callable @100		1,500		1,811
School District of Philadelphia, GO, Series F, 5.00%, 9/1/37, Continuously Callable @100		1,000		1,197
The Philadelphia School District, GO, Series A, 5.00%, 9/1/38, Continuously Callable @100		1,000		1,238
Wilkes-Barre Area School District, GO (INS — Build America Mutual Assurance Co.), 4.00%, 4/15/49, Continuously Callable @100		1,500		1,713
				38,388
Puerto Rico (0.1%):
Commonwealth of Puerto Rico, GO (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 7/1/35, Continuously Callable @100		1,000		1,034
Rhode Island (0.2%):
Rhode Island Housing & Mortgage Finance Corp. Revenue, Series 15-A, 6.85%, 10/1/24, Continuously Callable @100		40		40
Rhode Island Turnpike & Bridge Authority Revenue, Series A, 5.00%, 10/1/40, Continuously Callable @100		1,000		1,184
				1,224
South Carolina (0.5%):
Piedmont Municipal Power Agency Revenue (INS — Assured Guaranty Municipal Corp.), Series D, 5.75%, 1/1/34, Continuously Callable @100		2,000		2,008
South Carolina Jobs-Economic Development Authority Revenue 5.00%, 11/15/47, Continuously Callable @103		1,000		1,157
4.00%, 4/1/49, Continuously Callable @103		620		661
				3,826
Tennessee (0.8%):
Greeneville Health & Educational Facilities Board Revenue, 5.00%, 7/1/37, Continuously Callable @100		1,500		1,815
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board Revenue 5.00%, 10/1/45, Continuously Callable @100		1,000		1,125
5.00%, 7/1/46, Continuously Callable @100		1,000		1,181
5.00%, 10/1/48, Continuously Callable @100		500		584
The Metropolitan Nashville Airport Authority Revenue, Series A, 4.00%, 7/1/49, Continuously Callable @100		1,000		1,170
				5,875
Texas (8.0%):
Arlington Higher Education Finance Corp. Revenue (NBGA — Texas Permanent School Fund), 4.00%, 8/15/44, Continuously Callable @100		2,165		2,510
Austin Convention Enterprises, Inc. Revenue, 5.00%, 1/1/34, Continuously Callable @100		1,380		1,394
Bexar County Health Facilities Development Corp. Revenue, 5.00%, 7/15/37, Continuously Callable @105		1,000		1,113
Central Texas Regional Mobility Authority Revenue 4.00%, 1/1/41, Continuously Callable @100		1,000		1,100
Series A, 5.00%, 1/1/45, Continuously Callable @100		1,000		1,152

See notes to financial statements.

29

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Central Texas Turnpike System Revenue, Series C, 5.00%, 8/15/42, Continuously Callable @100	$	1,000	$	1,125
City of Arlington Special Tax (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 2/15/48, Continuously Callable @100		1,000		1,226
City of Houston Hotel Occupancy Tax & Special Revenue 5.00%, 9/1/39, Continuously Callable @100		1,000		1,121
5.00%, 9/1/40, Continuously Callable @100		1,000		1,119
City of Irving Texas Revenue, 5.00%, 8/15/43, Continuously Callable @100		1,000		1,136
City of Laredo Waterworks & Sewer System Revenue, 4.00%, 3/1/41, Continuously Callable @100		1,000		1,116
City of Lewisville Special Assessment (INS — ACA Financial Guaranty Corp.), 5.80%, 9/1/25 (c)		3,420		3,577
Clifton Higher Education Finance Corp. Revenue (NBGA — Texas Permanent School Fund) 5.00%, 8/15/39, Continuously Callable @100		1,000		1,132
4.00%, 8/15/44, Continuously Callable @100		1,000		1,179
County of Bexar Revenue, 4.00%, 8/15/44, Continuously Callable @100		1,500		1,645
Everman Independent School District, GO (NBGA — Texas Permanent School Fund), 4.00%, 2/15/50, Continuously Callable @100		1,500		1,764
Harris County Cultural Education Facilities Finance Corp. Revenue, 5.00%, 6/1/38, Continuously Callable @100		1,000		1,045
Harris County Hospital District Revenue, 4.00%, 2/15/42, Continuously Callable @100		1,000		1,115
Houston Higher Education Finance Corp. Revenue, 4.00%, 10/1/51, Continuously Callable @100		1,100		1,172
Karnes County Hospital District Revenue, 5.00%, 2/1/44, Continuously Callable @100		1,000		1,107
Martin County Hospital District, GO, 4.00%, 4/1/36, Continuously Callable @100 (g)		350		400
Matagorda County Navigation District No. 1 Revenue, 4.00%, 6/1/30, Continuously Callable @100		1,000		1,066
Mesquite Health Facilities Development Corp. Revenue, 5.00%, 2/15/35, Continuously Callable @100		1,000		793
New Hope Cultural Education Facilities Finance Corp. Revenue Series A, 5.00%, 4/1/47, Pre-refunded 4/1/25 @100		1,600		1,875
Series A, 5.00%, 7/1/47, Continuously Callable @100		1,000		850
New Hope Cultural Education Facilities Finance Corp. Revenue (INS — Assured Guaranty Municipal Corp.), Series A1, 5.00%, 7/1/38, Continuously Callable @100		225		275
North Texas Tollway Authority Revenue Series B, 5.00%, 1/1/31, Continuously Callable @100		1,500		1,676
Series B, 5.00%, 1/1/45, Continuously Callable @100		1,000		1,145
Port of Arthur Navigation District Industrial Development Corp. Revenue, 0.10%, 3/1/42, Callable 9/1/21 @100 (f)		3,000		3,000
Port of Port Arthur Navigation District Revenue 0.06%, 4/1/40, Continuously Callable @100 (f)		1,850		1,850
0.16%, 11/1/40, Continuously Callable @100 (c) (f)		4,650		4,650
Series B, 0.06%, 4/1/40, Continuously Callable @100 (f)		4,300		4,300
Series C, 0.08%, 4/1/40, Continuously Callable @100 (f)		3,400		3,400

See notes to financial statements.

30

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Princeton Independent School District, GO (NBGA — Texas Permanent School Fund), 5.00%, 2/15/43, Continuously Callable @100	$	1,000	$	1,238
Prosper Independent School District, GO (NBGA — Texas Permanent School Fund), 5.00%, 2/15/48, Continuously Callable @100		1,000		1,233
Tarrant County Cultural Education Facilities Finance Corp. Revenue 5.00%, 11/15/46, Continuously Callable @100		1,000		1,164
Series A, 5.00%, 11/15/45, Continuously Callable @100		1,000		910
Series B, 5.00%, 11/15/36, Continuously Callable @100		1,000		965
Series B, 5.00%, 7/1/48, Continuously Callable @100		1,500		1,831
				60,469
Virginia (0.1%):
Alexandria IDA Revenue, 5.00%, 10/1/45, Continuously Callable @100		1,000		1,119
Washington (0.8%):
King County Public Hospital District No 2, GO, Series A, 4.00%, 12/1/41, Continuously Callable @100		1,000		1,162
Washington Health Care Facilities Authority Revenue 4.00%, 7/1/42, Continuously Callable @100		1,000		1,122
5.00%, 1/1/47, Continuously Callable @100		1,000		1,157
Washington Higher Education Facilities Authority Revenue, 4.00%, 5/1/45, Continuously Callable @100		1,100		1,289
Washington State Housing Finance Commission Revenue 5.00%, 1/1/38, Continuously Callable @102 (h)		1,000		1,155
Series A-1, 3.50%, 12/20/35		300		349
				6,234
West Virginia (0.2%):
West Virginia Hospital Finance Authority Revenue, 4.00%, 1/1/38, Continuously Callable @100		1,500		1,713
Wisconsin (1.2%):
Public Finance Authority Revenue 5.00%, 7/1/38, Continuously Callable @100		1,000		1,231
4.00%, 1/1/45, Continuously Callable @100		1,440		1,659
Series A, 5.25%, 10/1/48, Continuously Callable @100		1,500		1,742
Series A, 4.00%, 10/1/49, Continuously Callable @100		1,500		1,711
Public Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 7/1/44, Continuously Callable @100		600		728
Wisconsin Health & Educational Facilities Authority Revenue 5.25%, 4/15/35, Pre-refunded 4/15/23 @100		1,000		1,094
5.00%, 9/15/45, Continuously Callable @100		1,000		1,061
				9,226
Total Municipal Bonds (Cost $375,123)				398,406
U.S. Treasury Obligations (0.1%)
U.S. Treasury Bills, 0.04%, 7/15/21 (k)		700		700
Total U.S. Treasury Obligations (Cost $700)				700

See notes to financial statements.

31

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Collateral for Securities Loaned^ (0.0%) (l)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (m)		244,235	$	244
HSBC U.S. Government Money Market Fund I Shares, 0.03% (m)		38,700		39
Total Collateral for Securities Loaned (Cost $283)				283
Total Investments (Cost $488,958) — 100.1%				759,818
Liabilities in excess of other assets — (0.1)%				(690	)
NET ASSETS — 100.00%			$	759,128

^  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)  All or a portion of this security has been segregated as collateral for derivative instruments, delayed delivery, and/or when-issued securities.

(d)  Rounds to less than $1 thousand.

(e)  Northern Trust Corp. is the parent of Northern Trust Investments Inc., which is the sub adviser of the Fund.

(f)  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.

(g)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(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 liquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, the fair value of these securities was $17,049 (thousands) and amounted to 2.2% of net assets.

(i)  Zero-coupon bond.

(j)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.1% of net assets.

(k)  Rate represents the effective yield at May 31, 2021.

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

(m)  Rate disclosed is the daily yield on May 31, 2021.

AMBAC — American Municipal Bond Assurance Corporation

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

See notes to financial statements.

32

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
May 31, 2021

GO — General Obligation

IDA — Industrial Development Authority

LLC — Limited Liability Company

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.

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.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

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)
E-Mini S&P 500 Futures		11	6/18/21	$	2,196,197	$	2,311,320	$	115,123
	Total unrealized appreciation							$	115,123
	Total unrealized depreciation								—
	Total net unrealized appreciation (depreciation)							$	115,123

See notes to financial statements.

33

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Growth and Tax Strategy Fund
Assets:
Investments, at value (Cost $488,958)	$	759,818	(a)
Cash		3,457
Receivables:
Interest and dividends		4,682
Capital shares issued		269
Variation margin on open futures contracts		2
From Adviser		5
Prepaid expenses		39
Total Assets		768,272
Liabilities:
Payables:
Collateral received on loaned securities		283
Investments purchased		8,238
Capital shares redeemed		221
Accrued expenses and other payables:
Investment advisory fees		192
Administration fees		94
Custodian fees		3
Transfer agent fees		44
Compliance fees		—	(b)
Trustees' fees		1
12b-1 fees		1
Other accrued expenses		67
Total Liabilities		9,144
Net Assets:
Capital		497,153
Total accumulated earnings/(loss)		261,975
Net Assets	$	759,128
Net Assets
Fund Shares	$	701,841
Institutional Shares		55,541
Class A		525
Class C		1,221
Total	$	759,128
Shares (unlimited number of shares authorized with no par value):
Fund Shares		27,790
Institutional Shares		2,201
Class A		21
Class C		49
Total		30,061
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	25.25
Institutional Shares	$	25.24
Class A	$	25.22
Class C (d)	$	25.12
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	$	25.80

(a)  Includes $265 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

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

See notes to financial statements.

34

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Growth and Tax Strategy Fund
Investment Income:
Dividends	$	5,053
Interest		11,292
Securities lending (net of fees)		4
Total Income		16,349
Expenses:
Investment advisory fees		2,161
Administration fees — Fund Shares		956
Administration fees — Institutional Shares (a)		29
Administration fees — Class A (a)		—	(b)
Administration fees — Class C (a)		1
Sub-Administration fees		45
12b-1 fees — Class A (a)		—	(b)
12b-1 fees — Class C (a)		4
Custodian fees		24
Transfer agent fees — Fund Shares (a)		412
Transfer agent fees — Institutional Shares (a)		29
Transfer agent fees — Class A (a)		—	(b)
Transfer agent fees — Class C (a)		—	(b)
Trustees' fees		50
Compliance fees		4
Legal and audit fees		65
State registration and filing fees		99
Other expenses		109
Total Expenses		3,988
Expenses waived/reimbursed by Adviser		(38	)
Net Expenses		3,950
Net Investment Income (Loss)		12,399
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		5,222
Net realized gains (losses) from futures contracts		1,602
Net change in unrealized appreciation/depreciation on investment securities		117,105
Net change in unrealized appreciation/depreciation on futures contracts		(896	)
Net realized/unrealized gains (losses) on investments		123,033
Change in net assets resulting from operations	$	135,432

(a)  Institutional Shares, Class A and Class C commenced operations on June 29, 2020.

(b)  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 Growth and Tax Strategy Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	12,399		$	13,142
Net realized gains (losses) from investments		6,824			(14,260	)
Net change in unrealized appreciation/depreciation on investments		116,209			30,136
Change in net assets resulting from operations		135,432			29,018
Distributions to Shareholders:
Fund Shares		(11,933	)		(12,679	)
Institutional Shares (a)		(467	)		—
Class A (a)		(1	)		—
Class C (a)		(5	)		—
Change in net assets resulting from distributions to shareholders		(12,406	)		(12,679	)
Change in net assets resulting from capital transactions		42,523			50,920
Change in net assets		165,549			67,259
Net Assets:
Beginning of period		593,579			526,320
End of period	$	759,128		$	593,579

(a) Institutional Shares, Class A and Class C commenced operations on June 29, 2020.

(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 Growth and Tax Strategy Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	128,688		$	180,586
Distributions reinvested		11,096			11,553
Cost of shares redeemed		(149,077	)		(141,219	)
Total Fund Shares	$	(9,293	)	$	50,920
Institutional Shares (a)
Proceeds from shares issued	$	56,777		$	—
Distributions reinvested		130			—
Cost of shares redeemed		(6,753	)		—
Total Institutional Shares	$	50,154		$	—
Class A (a)
Proceeds from shares issued	$	520		$	—
Distributions reinvested		1			—
Cost of shares redeemed		(22	)		—
Total Class A	$	499		$	—
Class C (a)
Proceeds from shares issued	$	1,181		$	—
Distributions reinvested		4			—
Cost of shares redeemed		(22	)		—
Total Class C	$	1,163		$	—
Change in net assets resulting from capital transactions	$	42,523		$	50,920
Share Transactions:
Fund Shares
Issued		5,514			8,571
Reinvested		491			571
Redeemed		(6,530	)		(6,904	)
Total Fund Shares		(525	)		2,238
Institutional Shares (a)
Issued		2,477			—
Reinvested		6			—
Redeemed		(282	)		—
Total Institutional Shares		2,201			—
Class A (a)
Issued		22			—
Reinvested		—	(b)		—
Redeemed		(1	)		—
Total Class A		21			—
Class C (a)
Issued		50			—
Reinvested		—	(b)		—
Redeemed		(1	)		—
Total Class C		49			—
Change in Shares		1,746			2,238

(a) Institutional Shares, Class A and Class C commenced operations on June 29, 2020.

(b) Rounds to less than 1 thousand shares.

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 Growth and Tax Strategy Fund
Fund Shares
Year Ended: May 31, 2021	$	20.96		0.43	(d)		4.29		4.72		(0.43	)		—
May 31, 2020	$	20.18		0.47	(d)		0.77		1.24		(0.46	)		—
May 31, 2019	$	19.77		0.47			0.47		0.94		(0.48	)		(0.05	)
May 31, 2018	$	18.76		0.44			1.01		1.45		(0.44	)		—
May 31, 2017	$	17.79		0.42			0.96		1.38		(0.41	)		—
Institutional Shares
June 29, 2020 (f) through May 31, 2021	$	21.05		0.40	(d)		4.12		4.52		(0.33	)		—
Class A
June 29, 2020 (f) through May 31, 2021	$	21.05		0.31	(d)		4.16		4.47		(0.30	)		—
Class C
June 29, 2020 (f) through May 31, 2021	$	21.05		0.16	(d)		4.13		4.29		(0.22	)		—

*  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 June 30, 2023, 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 an overall increase in purchases and sales of securities.

(f)  Commencement of operations.

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 Growth and Tax Strategy Fund
Fund Shares
Year Ended: May 31, 2021		(0.43	)	$	25.25		22.79	%		0.59	%		1.86	%		0.59	%	$	701,841		11	%
May 31, 2020		(0.46	)	$	20.96		6.25	%		0.57	%		2.25	%		0.57	%	$	593,579		34	%(e)
May 31, 2019		(0.53	)	$	20.18		4.83	%		0.60	%		2.44	%		0.60	%	$	526,320		7	%
May 31, 2018		(0.44	)	$	19.77		7.81	%		0.68	%		2.32	%		0.68	%	$	459,682		10	%
May 31, 2017		(0.41	)	$	18.76		7.88	%		0.84	%		2.33	%		0.84	%	$	391,020		4	%
Institutional Shares
June 29, 2020 (f) through May 31, 2021		(0.33	)	$	25.24		21.62	%		0.56	%		1.80	%		0.59	%	$	55,541		11	%
Class A
June 29, 2020 (f) through May 31, 2021		(0.30	)	$	25.22		21.35	%		0.86	%		1.38	%		13.45	%	$	525		11	%
Class C
June 29, 2020 (f) through May 31, 2021		(0.22	)	$	25.12		20.47	%		1.60	%		0.70	%		5.63	%	$	1,221		11	%

See notes to financial statements.

39

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 and Tax Strategy Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A and Class C. The Fund is classified as diversified under the 1940 Act. The Institutional Shares, Class A and Class C commenced operations on June 29, 2020. Effective June 29, 2020, the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

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.

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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 are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of May 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	$	360,429	$	—	$	—	$	360,429
Municipal Bonds		—		398,406		—		398,406
U.S. Treasury Obligations		—		700		—		700
Collateral for Securities Loaned		283		—		—		283
Total	$	360,712	$	399,106	$	—	$	759,818
Other Financial Investments^
Assets:
Futures Contracts		115		—		—		115
Total	$	115	$	—	$	—	$	115

^  Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.

For the year ended May 31, 2021, there were no transfers in or out of Level 3 in the 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.

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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 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.

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

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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 Schedule of Portfolio Investments. During the year ended May 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.

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 May 31, 2021 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	115	$	—

*  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 year ended May 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
Equity Risk Exposure	$	1,602	$	(896	)

All open derivative positions at year 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 year end is generally representative of the notional amount of open positions to net assets throughout the year.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

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

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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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	265	$	—	$	283

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 May 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, printing fees and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

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

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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 year ended May 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)
$	34,625	$	28,940	$	—

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. Purchases and Sales:

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

Excluding U.S. Government Securities
Purchases		Sales
$	97,033	$	68,148

There were no purchases or sales of U.S. government securities during the year ended May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the 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 0.30% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended May 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 Composite Index which is comprised of 51% of the Lipper General & Insured Municipal Bond Funds Index and 49% of the Lipper Large-Cap Core Funds Index.

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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.

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 Composite Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to May 31, 2021, performance adjustments were $161, $(1), less than $1 thousand and less than $(1) thousand for Fund Shares, Institutional Shares, Class A, and Class C, in thousands, respectively. Performance adjustments were 0.03%, less than (0.01)%, less than 0.01%, and less than (0.01)%, for Fund Shares, Institutional Shares, Class A, and Class C, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 entered into a Subadvisory Agreement with Northern Trust Investments, Inc. ("NTI") under which NTI directs the investment and reinvestment of the Fund's assets allocated to it in accordance with the Fund's investment objective, policies, and restrictions, subject to the general supervision of the Board and 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%, 0.15% and 0.15% of average daily net assets of the Fund Shares, Institutional Shares, Class A and Class C, respectively. Amounts incurred for the year ended May 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 year ended May 31, 2021, are reflected on the Statement of Operations as Compliance fees.

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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 Fund 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 year ended May 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 Institutional Shares, Class C and Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10% and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

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 and 1.00% of the average daily net assets of Class C. 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 the Distributor for the year ended May 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 year ended May 31, 2021, the Distributor received less than $1 thousand dollars from commissions earned on the sale 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 year ended May 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 June 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. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limits (excluding voluntary waivers) were 0.61%, 0.57%, 0.86% and 1.61% for Fund Shares, Institutional Shares, Class A and Class C, respectively.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any

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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. Prior to May 1, 2021, the fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2024		Total
$	38	$	38

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 year ended May 31, 2021.

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

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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 issuer's 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.

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 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

49

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 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.

50

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Tax-Exempt Income		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Tax-Exempt Income		Total Distributions Paid
$	3,509	$	8,897	$	12,406	$	3,912	$	83	$	8,684	$	12,679

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Tax-Exempt Income		Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	2,473	$	102	$	2,575	$	(11,277	)	$	270,677	$	261,975

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales, futures, and REITs/return of capital.

As of May 31, 2021, 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		Total
$	11,277	$	11,277

During the most recent tax year ended May 31, 2021, the Fund utilized $5,857 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	489,141	$	274,588	$	(3,911	)	$	270,677

51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Growth and Tax Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Growth and Tax Strategy Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

52

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

54

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

55

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

56

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

58

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
Fund Shares	$	1,000.00	$	1,095.00	$	1,022.09	$	2.98	$	2.87		0.57	%
Institutional Shares		1,000.00		1,095.00		1,022.14		2.92		2.82		0.56	%
Class A		1,000.00		1,093.70		1,020.64		4.49		4.33		0.86	%
Class C		1,000.00		1,089.50		1,016.90		8.39		8.10		1.61	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

59

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Tax Exempt Distributions
	100	%		100	%	$	8,897

60

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

  (Unaudited)

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

USAA Growth & Tax Strategy 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 Northern Trust Investments, Inc. (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 affiliates under other agreements, and the personnel who provide these services. In addition to the investment

61

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

  (Unaudited)

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 below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below 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. 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 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.

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
May 31, 2021

  (Unaudited)

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 waived a portion of its management fee and/or reimbursed certain expenses with respect 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 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.

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

63

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

  (Unaudited)

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 checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to 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.

64

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

65

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

23403-0721

MAY 31, 2021

Annual Report

USAA Managed Allocation Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
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
Report of Independent Registered Public Accounting Firm	22
Supplemental Information (Unaudited)	23
Trustees' and Officers' Information	23
Proxy Voting and Portfolio Holdings Information	29
Expense Example	29
Advisory Contract Agreement	30
Liquidity Risk Management Program	33
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Managed Allocation Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Managed Allocation Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Managed Allocation Fund (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a total return of 24.31%. This compares to returns of 40.32% for the S&P 500^® Index and -0.40% for the Bloomberg Barclays U.S. Aggregate Bond Index.

•  What strategies did you employ during the reporting period?

This Fund is designed to provide us with the flexibility to implement tactical asset allocation shifts within a client's managed portfolio program. By using the Fund in this manner, we can make allocation changes to the managed portfolios quicker and with less disruption than we would by shifting their existing holdings. The Fund primarily uses exchange-traded funds, or ETFs, to implement our asset allocation views since ETFs are highly liquid vehicles that allow us to apply our tactical allocation decisions efficiently. The Fund's allocations reflect the need to round out the USAA Managed Portfolios, rather than representing an active strategy.

With this in mind, the Fund's positive reporting period mainly reflected our exposure to equity during the reporting period. On the domestic side, we held a position in large-cap U.S. stocks, which benefitted the Fund relative to other investable asset classes. We held both a global fund and emerging markets fund that both positively contributed to relative performance.

Within the fixed-income portion of the portfolio, the Fund held a position in an ETF that tracked the performance of investment grade corporate bonds that slightly contributed to performance. An emerging market bond ETF contributed positively to performance.

Thank you for allowing us to help you manage your investments.

5

USAA Mutual Funds Trust

USAA Managed Allocation Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	2/1/10
	Net Asset Value			S&P 500 Index1			Bloomberg Barclays U.S. Aggregate Bond Index2
One Year		24.31	%		40.32	%		-0.40	%
Five Year		7.55	%		17.16	%		3.25	%
Ten Year		5.22	%		14.38	%		3.29	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Managed Allocation Fund — Growth of $10,000

¹The unmanaged S&P 500 Index is a market-capitalization-weighted index that measures the performance of the common stocks of 500 leading U.S. companies. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Bloomberg Barclays U.S. Aggregate Bond Index covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities that have remaining maturities of more than one year. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Managed Allocation Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to maximize total return, consisting primarily of capital appreciation.

Asset Allocation*:

May 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%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Managed Allocation Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Exchange-Traded Funds (99.8%)
iShares Core S&P 500 ETF		390,527	$	164,666
Vanguard Total World Stock ETF (a)		4,811,365		495,137
Total Exchange-Traded Funds (Cost $561,658)				659,803
Collateral for Securities Loaned^ (2.4%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (b)		992,950		993
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (b)		4,097,175		4,097
HSBC U.S. Government Money Market Fund I Shares, 0.03% (b)		10,778,425		10,779
Total Collateral for Securities Loaned (Cost $15,869)				15,869
Total Investments (Cost $577,527) — 102.2%				675,672
Liabilities in excess of other assets — (2.2)%				(14,372	)
NET ASSETS — 100.00%			$	661,300

At May 31, 2021, the Fund's investments in foreign securities were 74.9% of net assets.

ETF — Exchange-Traded Fund

^  Purchased with cash collateral from securities on loan.

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

(b)  Rate disclosed is the daily yield on May 31, 2021.

See notes to financial statements.

8

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)

	USAA Managed Allocation Fund
Assets:
Investments, at value (Cost $577,527)	$	675,672	(a)
Cash		2,117
Receivables:
Interest and dividends		3
Capital shares issued		66
From Adviser		89
Prepaid expenses		4
Total Assets		677,951
Liabilities:
Payables:
Collateral received on loaned securities		15,869
Capital shares redeemed		308
Accrued expenses and other payables:
Investment advisory fees		335
Administration fees		28
Custodian fees		5
Transfer agent fees		28
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		77
Total Liabilities		16,651
Net Assets:
Capital		537,572
Total accumulated earnings/(loss)		123,728
Net Assets	$	661,300
Shares (unlimited number of shares authorized with no par value):		46,764
Net asset value, offering and redemption price per share: (c)	$	14.14

(a)  Includes $15,560 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 Year Ended May 31, 2021

(Amounts in Thousands)

	USAA Managed Allocation Fund
Investment Income:
Dividends	$	11,047
Interest		14
Securities lending (net of fees)		185
Total Income		11,246
Expenses:
Investment advisory fees		3,939
Administration fees		328
Sub-Administration fees		18
Custodian fees		29
Transfer agent fees		328
Trustees' fees		51
Compliance fees		4
Legal and audit fees		57
State registration and filing fees		30
Interfund lending fees		1
Line of credit fees		1
Other expenses		137
Total Expenses		4,923
Expenses waived/reimbursed by Adviser		(1,050	)
Net Expenses		3,873
Net Investment Income (Loss)		7,373
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		77,147
Net change in unrealized appreciation/depreciation on investment securities		58,529
Net realized/unrealized gains (losses) on investments		135,676
Change in net assets resulting from operations	$	143,049

See notes to financial statements.

10

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Managed Allocation Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	7,373		$	17,207
Net realized gains (losses) from investments		77,147			(28,991	)
Net change in unrealized appreciation/depreciation on investments		58,529			57,008
Change in net assets resulting from operations		143,049			45,224
Change in net assets resulting from distributions to shareholders		(8,738	)		(19,579	)
Change in net assets resulting from capital transactions		(133,803	)		(89,372	)
Change in net assets		508			(63,727	)
Net Assets:
Beginning of period		660,792			724,519
End of period	$	661,300		$	660,792
Capital Transactions:
Proceeds from shares issued	$	31,378		$	54,008
Distributions reinvested		8,737			19,579
Cost of shares redeemed		(173,918	)		(162,959	)
Change in net assets resulting from capital transactions	$	(133,803	)	$	(89,372	)
Share Transactions:
Issued		2,457			4,613
Reinvested		682			1,636
Redeemed		(13,694	)		(14,195	)
Change in Shares		(10,555	)		(7,946	)

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 Managed Allocation Fund
Year Ended: May 31, 2021	$	11.53		0.14	(a)		2.64			2.78			(0.17	)		—
May 31, 2020	$	11.10		0.28	(a)		0.47			0.75			(0.32	)		—
May 31, 2019	$	12.01		0.20			(0.92	)		(0.72	)		(0.11	)		(0.08	)
May 31, 2018	$	11.61		0.23			0.46			0.69			(0.29	)		—
May 31, 2017	$	10.90		0.24			0.72			0.96			(0.25	)		—

*  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 June 30, 2023, 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)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Reflects an increase in trading activity due to asset allocation shifts.

(c)  Reflects a return to normal trading levels after a prior year transition or allocation shift.

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*			Net Expenses^			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover
USAA Managed Allocation Fund
Year Ended: May 31, 2021		(0.17	)	$	14.14		24.31	%		0.59	%		1.12	%		0.75	%	$	661,300		152	%
May 31, 2020		(0.32	)	$	11.53		6.66	%		0.60	%		2.38	%		0.74	%	$	660,792		167	%
May 31, 2019		(0.19	)	$	11.10		(5.92	)%		0.75	%		1.72	%		0.75	%	$	724,519		156	%(b)
May 31, 2018		(0.29	)	$	12.01		5.91	%		0.74	%		1.83	%		0.74	%	$	808,509		97	%(c)
May 31, 2017		(0.25	)	$	11.61		8.94	%		0.76	%		2.13	%		0.76	%	$	765,879		194	%(b)

See notes to financial statements.

13

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Managed Allocation Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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 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.

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 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 May 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
Exchange-Traded Funds	$	659,803	$	—	$	—	$	659,803
Collateral for Securities Loaned		15,869		—		—		15,869
Total	$	675,672	$	—	$	—	$	675,672

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

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 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.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

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

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	15,560	$	—	$	15,869

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 May 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.

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	961,007	$	952,589

There were no purchases or sales of U.S. government securities during the year ended May 31, 2021.

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. The Adviser has contractually agreed to waive its management fee from 0.60% to 0.44%. Amounts incurred and paid to VCM for the year ended May 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. 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 year ended May 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 0.05% of average daily net assets of the Fund. Amounts incurred for the year ended May 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 year ended May 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 Fund 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 year ended May 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 based on an annual rate of 0.05% of average daily net assets 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. Amounts incurred and paid to VCTA for the year ended May 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.

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 0.74%.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment. As of May 31, 2021, there were 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. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.

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 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.

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Portfolio Reallocation Risk — The frequent changes in the allocation of the Fund's portfolio holdings may result in higher portfolio turnover. In purchasing and selling securities in order to reallocate the portfolio, the Fund will pay more brokerage commissions than it would without a reallocation policy. In addition, the Fund may have a higher proportion of capital gains and a potentially lower return than a fund that does not reallocate from time to time.

ETF Risk — ETFs, which generally are registered investment companies, incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

Stock Market Risk — Overall stock 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.

6. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

plus any interest (one month LIBOR plus one percent) on amounts borrowed. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The average borrowing for the days outstanding and average interest rate for the Fund during the year ended May 31, 2021, were as follows (amounts in thousands):

Amount Outstanding at May 31, 2021		Average Borrowing		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
$	—	$	5,700		5		1.24	%		5,700

*  For the year ended May 31, 2021, based on the number of days borrowings were outstanding.

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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 31, 2021, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	42,473		2		0.58	%	$	64,000

*  For the year ended May 31, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

The Fund intends to declare daily and 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.

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)		Capital
$	1	$	(1	)

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021				Year Ended May 31, 2020
Distributions paid from				Distributions paid from
Ordinary Income		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	8,738	$	8,738	$	19,579	$	19,579

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	18,737	$	6,937	$	25,674	$	98,054	$	123,728

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

During the most recent tax year ended May 31, 2021, the Fund utilized $52,213 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
$	577,618	$	98,054	$	—	$	98,054

21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Managed Allocation Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Managed Allocation Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

22

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

23

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

24

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

25

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

26

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

27

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

28

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
$	1,000.00	$	1,117.10	$	1,021.99	$	3.11	$	2.97		0.59	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

29

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

  (Unaudited)

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

USAA Managed Allocation 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

30

USAA Mutual Funds Trust Supplemental Information —continued
May 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 below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, which included underlying fund expenses and after any reimbursements, were below the medians of its expense group and 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 for the one-year period ended September 30, 2020, and was below the average of its performance universe for the three-, five- and ten-year periods ended September 30, 2020, and was below 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 relative to its peers.

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 waived a portion of its management fees and/or reimbursed certain expenses with respect to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax

31

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

  (Unaudited)

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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

32

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

33

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

93923-0721

MAY 31, 2021

Annual Report

USAA Emerging Markets Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
Financial Statements
Statement of Assets and Liabilities	21
Statement of Operations	22
Statements of Changes in Net Assets	23
Financial Highlights	26
Notes to Financial Statements	28
Report of Independent Registered Public Accounting Firm	39
Supplemental Information (Unaudited)	40
Trustees' and Officers' Information	40
Proxy Voting and Portfolio Holdings Information	46
Expense Examples	46
Additional Federal Income Tax Information	47
Advisory Contract Agreement	48
Liquidity Risk Management Program	52
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Emerging Markets Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Emerging Markets Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Emerging Markets Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended May 31, 2021, the Fund Shares, Institutional Shares, and Class A had total returns of 53.16%, 53.46%, and 53.15%, respectively. This compares to returns of 51.00% for the MSCI Emerging Markets Index and 56.01% for the Lipper Emerging Markets Funds Index.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection and monitoring of the Fund's subadvisers. Lazard Asset Management is an external subadviser to the Fund, while Sophus Capital and Trivalent Investments are Victory Capital Management investment franchises that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadviser and the investment franchises.

•  What strategies did you employ during the reporting period?

During the one-year period ending on May 31, 2021, the Fund outperformed the benchmark MSCI Emerging Markets Index. On a country basis, stock selection in India, Malaysia, and Mexico helped performance. On the negative side, stock selection was a detractor in South Korea and Brazil.

Looking at performance from a sector standpoint, cyclical sectors helped the portfolio as market participants rotated out of growth names in favor of cyclicals during the first quarter of 2021. Stock selection in Industrials was the largest contributor and stock selection in Financials and Materials also had a strong positive impact. On the negative side, stock selection in Information Technology and Consumer Discretionary hurt performance, but both were slightly offset by positive allocation effects given an overweight allocation to the well performing Information Technology sector and an underweight to Consumer Discretionary, which lagged the overall index.

Thank you for allowing us to assist in your investment needs.

5

USAA Mutual Funds Trust

USAA Emerging Markets Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares			Institutional Shares			Class A
INCEPTION DATE	11/7/94			8/1/08			8/1/10
	Net Asset Value			Net Asset Value			Net Asset Value			MSCI Emerging Markets Index1			Lipper Emerging Market Funds Index2
One Year		53.16	%		53.46	%		53.15	%		51.00	%		56.01	%
Five Year		12.35	%		12.58	%		12.13	%		13.88	%		14.20	%
Ten Year		2.50	%		2.74	%		2.24	%		4.10	%		4.81	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Emerging Markets Fund — Growth of $10,000

¹The unmanaged MSCI Emerging Markets Index is a free-float-adjusted market capitalization index designed to measure equity market performance in the global emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Emerging Markets Funds Index tracks the total return performance of the Lipper Emerging Markets Funds category. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Emerging Markets Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks capital appreciation.

Top 10 Sectors:

May 31, 2021

(% of Net Assets)

Information Technology	22.0	%
Financials	21.8	%
Communication Services	11.4	%
Consumer Discretionary	11.1	%
Materials	10.2	%
Industrials	7.2	%
Energy	3.9	%
Health Care	3.4	%
Consumer Staples	3.2	%
Real Estate	2.4	%

Country Allocation:

May 31, 2021

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio 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%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Common Stocks (97.9%)
Brazil (5.8%):
Communication Services (0.3%):
TIM SA		953,679	$	2,227
Consumer Discretionary (0.7%):
MRV Engenharia e Participacoes SA		141,800		473
Petrobras Distribuidora SA		1,054,700		5,222
				5,695
Consumer Staples (0.2%):
Sendas Distribuidora SA		23,137		397
SLC Agricola SA		80,700		821
				1,218
Energy (0.0%): (a)
Petro Rio SA (b)		100,000		379
Financials (1.4%):
B3 SA - Brasil Bolsa Balcao		1,167,900		3,931
Banco Bradesco SA, ADR		638,001		3,241
Banco do Brasil SA		508,495		3,268
Banco do Estado do Rio Grande do Sul SA Preference Shares		111,800		292
Porto Seguro SA		34,400		351
				11,083
Industrials (1.1%):
CCR SA		916,020		2,422
Randon SA Implementos e Participacoes Preference Shares		876,500		2,481
SIMPAR SA		342,189		3,412
				8,315
Information Technology (0.6%):
Cielo SA		648,400		524
Pagseguro Digital Ltd. Class A (b)		76,660		3,764
				4,288
Materials (0.9%):
Klabin SA (b)		416,200		2,104
Vale SA		202,600		4,462
				6,566
Real Estate (0.3%):
Multiplan Empreendimentos Imobiliarios SA		484,700		2,387
Utilities (0.3%):
Equatorial Energia SA		81,700		388
Neoenergia SA		463,800		1,677
Omega Geracao SA (b)		47,000		358
				2,423
				44,581

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Canada (1.7%):
Energy (0.3%):
Parex Resources, Inc. (b)		120,816	$	2,112
Materials (1.4%):
First Quantum Minerals Ltd.		450,329		11,073
				13,185
Chile (0.3%):
Financials (0.3%):
Banco de Chile		23,511,586		2,425
China (26.8%):
Communication Services (6.2%):
Baidu, Inc., ADR (b)		21,634		4,246
NetEase, Inc., ADR		42,950		5,065
Tencent Holdings Ltd.		481,663		38,266
				47,577
Consumer Discretionary (5.1%):
Alibaba Group Holding Ltd., ADR (b)		116,699		24,971
China Yongda Automobiles Services Holdings Ltd.		1,264,500		2,216
JD.com, Inc., ADR (b)		50,414		3,728
Jiumaojiu International Holdings Ltd. (b) (c) (d)		704,000		2,783
JNBY Design Ltd. (d)		192,500		352
Meituan Class B (b) (c)		126,300		4,760
Q Technology Group Co. Ltd.		259,000		428
Tianneng Power International Ltd. (b) (d)		208,000		381
				39,619
Consumer Staples (1.5%):
By-health Co. Ltd. Class A		391,800		2,243
China Feihe Ltd. (c)		930,000		2,601
China Modern Dairy Holdings Ltd. (b) (d)		1,841,000		459
Hengan International Group Co. Ltd.		455,000		3,049
Wuliangye Yibin Co. Ltd. Class A		58,000		2,872
				11,224
Energy (0.8%):
China Oilfield Services Ltd. Class H		2,202,000		2,066
China Shenhua Energy Co. Ltd. Class H (d)		1,768,000		4,000
				6,066
Financials (4.7%):
360 DigiTech, Inc., ADR (b)		10,263		288
China Construction Bank Corp. Class H		7,595,000		6,238
China Merchants Bank Co. Ltd. Class H		1,315,000		12,135
Ping An Insurance Group Co. of China Ltd.		1,292,000		14,037
Postal Savings Bank of China Co. Ltd. Class H (c)		5,376,000		3,867
				36,565

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Health Care (1.4%):
China Animal Healthcare Ltd. (b) (e) (f)		1,673,000	$	—
China Medical System Holdings Ltd.		207,000		530
Pharmaron Beijing Co. Ltd. Class H (c)		100,100		2,390
Sinopharm Group Co. Ltd. Class H		1,114,399		3,786
Wuxi Biologics Cayman, Inc. (b) (c)		276,431		4,305
				11,011
Industrials (2.3%):
Airtac International Group		177,000		6,368
China Lesso Group Holdings Ltd.		326,000		857
COSCO SHIPPING Holdings Co. Ltd. Class H (b)		1,593,000		3,344
Hangcha Group Co. Ltd. Class A		508,100		1,588
Luxshare Precision Industry Co. Ltd. Class A (b)		330,300		2,022
Zhejiang Expressway Co. Ltd. Class H		390,000		338
Zoomlion Heavy Industry Science and Technology Co. Ltd. Class H		2,782,000		3,347
				17,864
Information Technology (1.5%):
21Vianet Group, Inc., ADR (b)		90,725		2,025
Chinasoft International Ltd.		3,300,000		4,240
Xiaomi Corp. Class B (b) (c)		902,400		3,387
Yonyou Network Technology Co. Ltd. Class A		393,600		2,241
				11,893
Materials (1.7%):
Anhui Conch Cement Co. Ltd. Class H		535,500		3,341
China Hongqiao Group Ltd.		2,221,000		3,578
China Molybdenum Co. Ltd. Class H		4,023,000		2,764
Wanhua Chemical Group Co. Ltd. Class A		192,700		3,290
				12,973
Real Estate (0.9%):
China SCE Group Holdings Ltd.		841,132		382
China Vanke Co. Ltd. Class H		591,100		2,043
KWG Living Group Holdings Ltd. (b)		481,000		500
Shimao Services Holdings Ltd. (c)		1,473,728		4,073
Times Neighborhood Holdings Ltd.		430,806		351
				7,349
Utilities (0.7%):
China Gas Holdings Ltd.		881,600		3,287
China Longyuan Power Group Corp. Ltd. Class H		1,277,000		1,802
China Tian Lun Gas Holdings Ltd. (d)		406,000		430
				5,519
				207,660

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Colombia (0.5%):
Financials (0.5%):
Bancolombia SA, ADR		128,169	$	3,848
Cyprus (0.1%):
Financials (0.1%):
TCS Group Holding PLC, GDR		8,314		622
Egypt (0.3%):
Communication Services (0.0%): (a)
Telecom Egypt Co.		488,956		357
Financials (0.3%):
Commercial International Bank Egypt SAE Registered Shares, GDR (b)		573,172		1,993
				2,350
Greece (0.7%):
Financials (0.4%):
National Bank of Greece SA (b)		897,964		2,825
Industrials (0.3%):
Mytilineos SA (b)		115,795		2,170
Utilities (0.0%): (a)
Terna Energy SA		32,657		466
				5,461
Hong Kong (2.7%):
Communication Services (0.0%): (a)
NetDragon Websoft Holdings Ltd.		140,000		413
Consumer Discretionary (1.2%):
JS Global Lifestyle Co. Ltd. (b) (c)		901,500		2,651
Techtronic Industries Co. Ltd.		379,000		6,981
				9,632
Financials (0.5%):
BOC Hong Kong Holdings Ltd.		892,500		3,224
Far East Horizon Ltd.		278,000		304
				3,528
Health Care (0.1%):
The United Laboratories International Holdings Ltd.		446,000		416
Industrials (0.3%):
Pacific Basin Shipping Ltd. (b)		5,648,000		2,144
Sinotruk Hong Kong Ltd.		171,000		400
				2,544
Information Technology (0.3%):
ASM Pacific Technology Ltd.		190,000		2,507
GCL-Poly Energy Holdings Ltd. (b) (d) (e) (g)		874,000		197
				2,704

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Materials (0.1%):
Nine Dragons Paper Holdings Ltd.		335,000	$	505
Real Estate (0.1%):
China Overseas Grand Oceans Group Ltd.		1,093,000		692
Utilities (0.1%):
Canvest Environmental Protection Group Co. Ltd.		674,000		353
China Water Affairs Group Ltd. (d)		418,000		322
				675
				21,109
Hungary (0.7%):
Financials (0.6%):
OTP Bank Nyrt (b)		84,900		4,642
Health Care (0.1%):
Richter Gedeon Nyrt		19,106		542
				5,184
India (9.8%):
Consumer Discretionary (0.6%):
Apollo Tyres Ltd. (b)		163,565		501
Bajaj Auto Ltd. (b)		52,777		3,053
Mahindra CIE Automotive Ltd. (b)		148,616		412
Orient Electric Ltd. (b)		91,378		384
Welspun India Ltd.		287,184		352
				4,702
Consumer Staples (0.1%):
Kaveri Seed Co. Ltd.		58,406		580
Energy (1.2%):
Hindustan Petroleum Corp. Ltd.		1,031,533		3,980
Petronet LNG Ltd.		626,305		2,087
Reliance Industries Ltd.		109,150		3,252
				9,319
Financials (3.8%):
Axis Bank Ltd. (b)		121,830		1,261
Axis Bank Ltd., GDR (b)		80,081		4,081
Cholamandalam Investment & Finance Co. Ltd.		435,590		3,299
Federal Bank Ltd. (b)		2,102,332		2,528
HDFC Bank Ltd., ADR (b)		36,089		2,762
ICICI Bank Ltd., ADR (b)		579,518		10,437
LIC Housing Finance Ltd.		587,604		3,777
Muthoot Finance Ltd.		39,153		708
Power Finance Corp. Ltd.		248,845		413
				29,266

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Health Care (0.8%):
Ajanta Pharma Ltd.		15,952	$	423
Alembic Pharmaceuticals Ltd. (b)		39,920		524
Divi's Laboratories Ltd. (b)		40,742		2,357
Dr Reddy's Laboratories Ltd.		34,410		2,521
Laurus Labs Ltd. (c)		69,389		501
				6,326
Industrials (0.2%):
Bharat Electronics Ltd.		201,201		403
Engineers India Ltd.		303,326		356
Escorts Ltd.		34,048		550
Grindwell Norton Ltd. (b)		23,747		400
				1,709
Information Technology (1.7%):
eClerx Services Ltd.		36,659		637
Infosys Ltd., ADR		505,638		9,779
Mindtree Ltd.		23,346		771
Tata Consultancy Services Ltd.		50,325		2,193
				13,380
Materials (1.2%):
Asian Paints Ltd.		63,180		2,595
Birla Corp. Ltd.		38,843		673
Coromandel International Ltd.		36,823		407
Dalmia Bharat Ltd. (b)		58,626		1,427
Jindal Steel & Power Ltd. (b)		137,214		770
NMDC Ltd.		1,361,380		3,418
				9,290
Utilities (0.2%):
CESC Ltd.		42,522		402
Gujarat Gas Ltd.		103,485		765
				1,167
				75,739
Indonesia (1.8%):
Communication Services (0.4%):
PT Media Nusantara Citra Tbk (b)		5,579,200		361
PT Telekomunikasi Indonesia Persero Tbk, ADR		128,484		2,983
				3,344
Financials (1.3%):
PT Bank Mandiri Persero Tbk		6,859,790		2,876
PT Bank Negara Indonesia Persero Tbk		6,954,600		2,625
PT Bank Rakyat Indonesia Persero Tbk		16,319,064		4,858
				10,359
Real Estate (0.1%):
PT Puradelta Lestari Tbk		26,178,300		392
				14,095

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Korea, Republic Of (18.6%):
Communication Services (2.2%):
AfreecaTV Co. Ltd.		6,809	$	600
LG Uplus Corp.		274,260		3,710
NAVER Corp.		12,413		4,029
NCSoft Corp.		10,801		8,403
Neowiz (b)		15,494		323
				17,065
Consumer Discretionary (0.8%):
Coway Co. Ltd.		5,106		381
GS Home Shopping, Inc.		2,508		356
Hyundai Mobis Co. Ltd.		15,717		3,938
SL Corp.		24,474		728
SNT Motiv Co. Ltd.		8,508		490
Youngone Corp.		11,329		480
				6,373
Consumer Staples (0.4%):
Dongwon F&B Co. Ltd.		1,977		419
KT&G Corp.		29,108		2,199
Maeil Dairies Co. Ltd.		8,807		624
				3,242
Financials (2.2%):
DB Insurance Co. Ltd.		50,578		2,298
Hana Financial Group, Inc.		88,329		3,677
KIWOOM Securities Co. Ltd.		5,307		580
LX Holdings Corp. (b)		12,202		120
Samsung Securities Co. Ltd.		65,888		2,799
Shinhan Financial Group Co. Ltd.		89,779		3,408
Woori Financial Group, Inc.		366,759		3,659
				16,541
Health Care (0.9%):
Chong Kun Dang Pharmaceutical Corp.		2,595		303
Dongkook Pharmaceutical Co. Ltd.		14,455		373
Hugel, Inc. (b)		10,487		1,887
InBody Co. Ltd.		33,766		901
Osstem Implant Co. Ltd.		7,566		598
PharmaResearch Co. Ltd.		8,303		626
Samsung Biologics Co. Ltd. (b) (c)		2,778		2,107
				6,795
Industrials (1.8%):
CJ Corp.		24,195		2,484
CJ Logistics Corp. (b)		10,509		1,603
DL E&C Co. Ltd. (b)		4,448		536
Hanwha Aerospace Co. Ltd.		67,853		2,847
Hyundai Engineering & Construction Co. Ltd.		62,731		3,224
Hyundai Glovis Co. Ltd.		2,687		454
LG Corp.		25,161		2,279
Samsung Engineering Co. Ltd. (b)		40,173		681
				14,108

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Information Technology (9.1%):
Partron Co. Ltd.		35,799	$	335
Samsung Electronics Co. Ltd.		641,422		46,282
Seoul Semiconductor Co. Ltd.		25,314		448
SFA Engineering Corp.		12,848		487
Silicon Works Co. Ltd.		10,248		987
SK Hynix, Inc.		191,041		21,773
				70,312
Materials (1.2%):
Korea Petrochemical Ind Co. Ltd.		15,425		3,681
LG Chem Ltd.		3,030		2,219
PI Advanced Materials Co. Ltd.		56,930		2,301
Poongsan Corp.		10,266		370
Soulbrain Co. Ltd.		2,658		782
				9,353
				143,789
Luxembourg (0.4%):
Materials (0.4%):
Ternium SA, ADR		89,567		3,279
Malaysia (0.5%):
Communication Services (0.0%): (a)
Astro Malaysia Holdings Bhd		1,523,400		390
Energy (0.0%): (a)
Serba Dinamik Holdings Bhd		856,690		234
Financials (0.3%):
Public Bank Bhd		2,016,800		2,054
Information Technology (0.1%):
V.S. Industry Bhd		1,587,200		472
Real Estate (0.1%):
Eco World Development Group Bhd		3,406,400		507
Utilities (0.0%): (a)
Mega First Corp. Bhd		202,500		362
				4,019
Mexico (3.8%):
Communication Services (0.5%):
America Movil SAB de CV, ADR		234,928		3,611
Megacable Holdings SAB de CV		91,904		350
				3,961
Consumer Discretionary (0.3%):
Alsea SAB de CV (b) (d)		962,119		1,614
Betterware de Mexico SAB de CV		22,311		969
				2,583
Consumer Staples (0.3%):
Kimberly-Clark de Mexico SAB de CV Class A (d)		1,220,800		2,211

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Energy (0.1%):
Vista Oil & Gas SAB de CV, ADR (b)		116,319	$	416
Financials (0.9%):
Banco del Bajio SA (c) (d)		228,525		397
Grupo Financiero Banorte SAB de CV Class O		970,008		6,697
				7,094
Industrials (0.2%):
Controladora Vuela Cia de Aviacion SAB de CV, ADR (b)		105,167		1,814
Materials (1.1%):
Cemex SAB de CV, ADR (b)		453,727		3,757
Grupo Cementos de Chihuahua SAB de CV		128,734		954
Grupo Mexico SAB de CV Class B		769,309		3,753
				8,464
Real Estate (0.4%):
Corp Inmobiliaria Vesta SAB de CV (d)		1,126,230		2,321
Prologis Property Mexico SA de CV (d)		183,041		429
				2,750
				29,293
Netherlands (0.2%):
Communication Services (0.2%):
Yandex NV Class A (b)		27,885		1,883
Qatar (0.1%):
Energy (0.1%):
Qatar Gas Transport Co. Ltd.		469,533		400
Russian Federation (4.0%):
Communication Services (0.4%):
Mobile TeleSystems PJSC, ADR		395,878		3,610
Consumer Discretionary (0.4%):
Detsky Mir PJSC (c)		1,385,430		2,875
Energy (1.0%):
LUKOIL PJSC, ADR		70,919		5,759
Rosneft Oil Co. PJSC, GDR		279,346		1,982
				7,741
Financials (2.1%):
Moscow Exchange MICEX PJSC		153,080		351
Sberbank of Russia PJSC, ADR		303,236		5,119
Sberbank of Russia PJSC		2,501,304		10,587
				16,057
Materials (0.1%):
Polymetal International PLC		27,500		663
				30,946

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Saudi Arabia (0.3%):
Financials (0.3%):
The Saudi National Bank		144,889	$	2,052
Health Care (0.0%): (a)
Mouwasat Medical Services Co.		9,067		446
				2,498
Singapore (0.3%):
Communication Services (0.3%):
Sea Ltd., ADR (b)		8,546		2,164
South Africa (3.2%):
Communication Services (0.5%):
MTN Group (b)		544,282		3,930
Consumer Discretionary (0.6%):
Imperial Logistics Ltd.		130,575		472
Mr Price Group Ltd.		230,370		3,901
				4,373
Energy (0.0%): (a)
Exxaro Resources Ltd.		39,936		446
Financials (1.1%):
Absa Group Ltd. (b)		275,549		2,863
Capitec Bank Holdings Ltd.		22,631		2,739
Standard Bank Group Ltd.		275,279		2,711
				8,313
Industrials (0.1%):
KAP Industrial Holdings Ltd. (b)		1,396,113		466
Materials (0.8%):
African Rainbow Minerals Ltd.		42,284		817
Impala Platinum Holdings Ltd.		309,972		5,638
				6,455
Real Estate (0.1%):
Redefine Properties Ltd. (b)		1,658,857		499
				24,482
Taiwan (11.4%):
Communication Services (0.1%):
International Games System Co. Ltd.		16,000		530
Consumer Discretionary (1.2%):
Gourmet Master Co. Ltd. (b)		371,000		2,232
Kenda Rubber Industrial Co. Ltd. (b)		257,000		375
Makalot Industrial Co. Ltd.		350,127		3,547
Merida Industry Co. Ltd.		87,000		1,011
Taiwan Paiho Ltd. (b)		125,000		430
Topkey Corp.		277,000		1,653
				9,248

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Financials (0.6%):
King's Town Bank Co. Ltd. (b)		356,000	$	527
Yuanta Financial Holding Co. Ltd.		4,240,640		3,913
				4,440
Health Care (0.1%):
Ginko International Co. Ltd. (b)		78,000		486
Industrials (0.6%):
Chicony Power Technology Co. Ltd.		191,000		476
China Airlines Ltd. (b)		496,000		314
Evergreen Marine Corp. Taiwan Ltd. (b)		1,164,000		4,134
				4,924
Information Technology (8.4%):
Arcadyan Technology Corp.		93,000		325
ASE Technology Holding Co. Ltd., ADR		320,811		2,573
AU Optronics Corp. (b)		550,000		513
Chipbond Technology Corp.		290,000		713
Compal Electronics, Inc.		456,000		385
Elan Microelectronics Corp. (b)		150,000		1,140
Elite Material Co. Ltd.		63,000		372
Gigabyte Technology Co. Ltd.		176,000		698
Hon Hai Precision Industry Co. Ltd., GDR		381,269		3,058
Hon Hai Precision Industry Co. Ltd.		746,000		3,052
Lite-On Technology Corp.		195,000		465
Macronix International		277,000		421
MediaTek, Inc.		243,000		8,712
Nanya Technology Corp.		1,317,000		3,885
Parade Technologies Ltd.		15,000		826
Radiant Opto-Electronics Corp.		163,000		693
Silicon Motion Technology Corp., ADR		98,136		6,474
Simplo Technology Co. Ltd.		44,000		579
Sinbon Electronics Co. Ltd.		41,000		393
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		11,479		1,347
Taiwan Semiconductor Manufacturing Co. Ltd.		1,162,000		25,017
Tripod Technology Corp.		136,000		630
Walsin Technology Corp.		392,000		2,965
				65,236
Materials (0.4%):
Cheng Loong Corp. (b)		311,000		463
China General Plastics Corp. (b)		416,000		533
Formosa Plastics Corp.		642,000		2,394
				3,390
				88,254
Thailand (1.7%):
Communication Services (0.0%): (a)
Major Cineplex Group PCL (b)		524,300		342

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Consumer Discretionary (0.1%):
Sri Trang Agro-Industry PCL		354,100	$	490
Energy (0.4%):
PTT PCL		2,383,200		3,009
Financials (0.4%):
Thanachart Capital PCL		332,600		364
The Siam Commercial Bank PCL		848,200		2,778
				3,142
Health Care (0.0%): (a)
Chularat Hospital PCL		3,685,000		415
Information Technology (0.1%):
Hana Microelectronics PCL Class R		239,700		461
Materials (0.3%):
The Siam Cement PCL (e)		170,100		2,392
Real Estate (0.4%):
AP Thailand PCL		8,490,300		2,321
Origin Property PCL		1,583,500		463
				2,784
				13,035
Turkey (1.2%):
Communication Services (0.3%):
Turk Telekomunikasyon A/S		3,004,581		2,450
Consumer Discretionary (0.1%):
Arcelik A/S (d)		151,931		561
Consumer Staples (0.3%):
Anadolu Efes Biracilik Ve Malt Sanayii A/S		610,986		1,632
Coca-Cola Icecek A/S		78,338		726
				2,358
Industrials (0.3%):
Tekfen Holding A/S (d)		103,552		182
Turkiye Sise ve Cam Fabrikalari A/S		2,002,229		1,814
				1,996
Information Technology (0.2%):
Logo Yazilim Sanayi Ve Ticaret A/S		86,824		1,407
Utilities (0.0%): (a)
Enerjisa Enerji A/S (c)		258,099		322
				9,094
United Kingdom (1.0%):
Consumer Staples (0.4%):
Unilever PLC		57,925		3,445

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Materials (0.6%):
Anglo American PLC		95,414	$	4,231
				7,676
Total Common Stocks (Cost $498,429)				757,071
Exchange-Traded Funds (0.2%)
United States (0.2%):
iShares MSCI Emerging Markets Small-Cap ETF (d)		16,905		1,038
Total Exchange-Traded Funds (Cost $992)				1,038
Collateral for Securities Loaned^ (0.9%)
United States (0.9%):
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (h)		691,821		692
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (h)		2,433,290		2,433
HSBC U.S. Government Money Market Fund I Shares, 0.03% (h)		3,986,308		3,986
Total Collateral for Securities Loaned (Cost $7,111)				7,111
Total Investments (Cost $506,532) — 99.0%				765,220
Other assets in excess of liabilities — 1.0%				7,959
NET ASSETS — 100.00%			$	773,179

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  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 May 31, 2021, the fair value of these securities was $37,019 (thousands) and amounted to 4.8% of net assets.

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

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.3% of the Fund's net assets.

(f)  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 May 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g)  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 May 31, 2021. (See Note 2 in the Notes to Financial Statements)

(h)  Rate disclosed is the daily yield on May 31, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

20

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Emerging Markets Fund
Assets:
Investments, at value (Cost $506,532)	$	765,220	(a)
Foreign currency, at value (Cost $2,064)		2,075
Cash		12,039
Receivables:
Interest and dividends		1,960
Capital shares issued		92
Investments sold		5,322
Reclaims		18
From Adviser		36
Prepaid expenses		18
Total Assets		786,780
Liabilities:
Payables:
Collateral received on loaned securities		7,111
Investments purchased		3,184
Capital shares redeemed		292
Accrued foreign capital gains taxes		1,912
To Custodian		109
Accrued expenses and other payables:
Investment advisory fees		630
Administration fees		80
Custodian fees		81
Transfer agent fees		90
Compliance fees		—	(b)
Trustees' fees		1
12b-1 fees		—	(b)
Other accrued expenses		111
Total Liabilities		13,601
Net Assets:
Capital		562,707
Total accumulated earnings/(loss)		210,472
Net Assets	$	773,179
Net Assets
Fund Shares	$	372,624
Institutional Shares		400,408
Class A		147
Total	$	773,179
Shares (unlimited number of shares authorized with no par value):
Fund Shares		15,112
Institutional Shares		16,264
Class A		6
Total		31,382
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	24.66
Institutional Shares	$	24.62
Class A	$	24.58
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	$	26.08

(a)  Includes $6,435 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.

21

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Emerging Markets Fund
Investment Income:
Dividends	$	18,333
Interest		4
Securities lending (net of fees)		72
Foreign tax withholding		(2,174	)
Total Income		16,235
Expenses:
Investment advisory fees		7,086
Administration fees — Fund Shares		507
Administration fees — Institutional Shares		388
Administration fees — Class A		8
Sub-Administration fees		72
12b-1 fees — Class A		13
Custodian fees		466
Transfer agent fees — Fund Shares		774
Transfer agent fees — Institutional Shares		388
Transfer agent fees — Class A		5
Trustees' fees		50
Compliance fees		5
Legal and audit fees		130
State registration and filing fees		58
Interfund lending fees		1
Interest fees		5
Other expenses		160
Total Expenses		10,116
Expenses waived/reimbursed by Adviser		(215	)
Net Expenses		9,901
Net Investment Income (Loss)		6,334
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		107,188
Foreign taxes on realized gains		(1,155	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency transactions		197,487
Net change in accrued foreign taxes on unrealized gains		(1,861	)
Net realized/unrealized gains (losses) on investments		301,659
Change in net assets resulting from operations	$	307,993

See notes to financial statements.

22

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Emerging Markets Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	6,334		$	11,331
Net realized gains (losses) from investments		106,033			2,277
Net change in unrealized appreciation/depreciation on investments		195,626			(43,928	)
Change in net assets resulting from operations		307,993			(30,320	)
Distributions to Shareholders:
Fund Shares		(3,653	)		(1,181	)
Institutional Shares		(4,890	)		(1,681	)
Class A		(53	)		(12	)
Change in net assets resulting from distributions to shareholders		(8,596	)		(2,874	)
Change in net assets resulting from capital transactions		(139,789	)		(190,423	)
Change in net assets		159,608			(223,617	)
Net Assets:
Beginning of period		613,571			837,188
End of period	$	773,179		$	613,571
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	26,675		$	35,895
Distributions reinvested		3,610			1,167
Cost of shares redeemed		(77,583	)		(78,125	)
Total Fund Shares	$	(47,298	)	$	(41,063	)
Institutional Shares
Proceeds from shares issued	$	11,577		$	28,712
Distributions reinvested		4,886			1,680
Cost of shares redeemed		(102,386	)		(179,763	)
Total Institutional Shares	$	(85,923	)	$	(149,371	)
Class A
Proceeds from shares issued	$	4,791		$	18
Distributions reinvested		1			—	(a)
Cost of shares redeemed		(11,360	)		(7	)
Total Class A	$	(6,568	)	$	11
Change in net assets resulting from capital transactions	$	(139,789	)	$	(190,423	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

23

USAA Mutual Funds Trust Statements of Changes in Net Assets — continued

(Amounts in Thousands)  

	USAA Emerging Markets Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
Share Transactions:
Fund Shares
Issued		1,211			2,094
Reinvested		167			61
Redeemed		(3,708	)		(4,572	)
Total Fund Shares		(2,330	)		(2,417	)
Institutional Shares
Issued		537			1,679
Reinvested		227			88
Redeemed		(4,773	)		(10,272	)
Total Institutional Shares		(4,009	)		(8,505	)
Class A
Issued		278			1
Reinvested		—	(b)		—	(b)
Redeemed		(551	)		—	(b)
Total Class A		(273	)		1
Change in Shares		(6,612	)		(10,921	)

(b)  Rounds to less than 500 shares.

See notes to financial statements.

24

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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 Emerging Markets Fund
Fund Shares
Year Ended: May 31, 2021	$	16.16		0.16	(c)		8.57			8.73			(0.23	)		(0.23	)
May 31, 2020	$	17.14		0.25	(c)		(1.17	)		(0.92	)		(0.06	)		(0.06	)
May 31, 2019	$	18.84		0.17			(1.67	)		(1.50	)		(0.20	)		(0.20	)
May 31, 2018	$	17.60		0.16			1.15			1.31			(0.07	)		(0.07	)
May 31, 2017	$	14.24		0.07			3.43			3.50			(0.14	)		(0.14	)
Institutional Shares
Year Ended: May 31, 2021	$	16.14		0.20	(c)		8.55			8.75			(0.27	)		(0.27	)
May 31, 2020	$	17.10		0.29	(c)		(1.17	)		(0.88	)		(0.08	)		(0.08	)
May 31, 2019	$	18.79		0.18			(1.62	)		(1.44	)		(0.25	)		(0.25	)
May 31, 2018	$	17.55		0.20			1.14			1.34			(0.10	)		(0.10	)
May 31, 2017	$	14.21		0.12	(c)		3.40			3.52			(0.18	)		(0.18	)
Class A
Year Ended: May 31, 2021	$	16.08		0.07	(c)		8.62			8.69			(0.19	)		(0.19	)
May 31, 2020	$	17.08		0.20	(c)		(1.16	)		(0.96	)		(0.04	)		(0.04	)
May 31, 2019	$	18.76		0.10			(1.62	)		(1.52	)		(0.16	)		(0.16	)
May 31, 2018	$	17.55		0.12			1.13			1.25			(0.04	)		(0.04	)
May 31, 2017	$	14.20		0.05			3.42			3.47			(0.12	)		(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 June 30, 2023, 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)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2019, 2018 and 2017. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

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

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

(d)  Reflects a return to normal trading levels after a prior year transition.

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

(f)  Prior to October 1, 2017, USAA Asset Management Company (AMCO) (previous Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.65% of the Class A shares' average daily net assets.

(g)  Prior to October 1, 2016, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.75% of the Class A shares' average daily net assets.

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
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)*			Net Expenses^(a)			Net Investment Income (Loss)			Gross Expenses(a)			Net Assets, End of Period (000's)		Portfolio Turnover(b)
USAA Emerging Markets Fund
Fund Shares
Year Ended: May 31, 2021	$	24.66		54.25	%		1.45	%		0.77	%		1.47	%	$	372,624		73	%(d)
May 31, 2020	$	16.16		(5.41	)%		1.48	%		1.44	%		1.54	%	$	281,937		124	%(e)
May 31, 2019	$	17.14		(7.86	)%		1.48	%		1.02	%		1.48	%	$	340,465		68	%
May 31, 2018	$	18.84		7.41	%		1.46	%		0.86	%		1.46	%	$	402,401		59	%
May 31, 2017	$	17.60		24.70	%		1.51	%		0.50	%		1.51	%	$	374,130		45	%
Institutional Shares
Year Ended: May 31, 2021	$	24.62		54.46	%		1.26	%		0.96	%		1.29	%	$	400,408		73	%(d)
May 31, 2020	$	16.14		(5.17	)%		1.29	%		1.67	%		1.33	%	$	327,156		124	%(e)
May 31, 2019	$	17.10		(7.58	)%		1.25	%		1.24	%		1.25	%	$	491,978		68	%
May 31, 2018	$	18.79		7.62	%		1.28	%		1.09	%		1.28	%	$	596,185		59	%
May 31, 2017	$	17.55		24.93	%		1.29	%		0.75	%		1.29	%	$	585,468		45	%
Class A
Year Ended: May 31, 2021	$	24.58		54.22	%		1.72	%		0.36	%		1.98	%	$	147		73	%(d)
May 31, 2020	$	16.08		(5.65	)%		1.75	%		1.13	%		1.76	%	$	4,478		124	%(e)
May 31, 2019	$	17.08		(8.07	)%		1.75	%		0.73	%		1.79	%	$	4,745		68	%
May 31, 2018	$	18.76		7.09	%		1.72	%(f)		0.61	%		1.81	%	$	5,186		59	%
May 31, 2017	$	17.55		24.53	%		1.66	%(g)		0.35	%		1.87	%	$	4,864		45	%

See notes to financial statements.

27

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Emerging Markets 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. Effective June 29, 2020, the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the 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 May 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	$	194,338	$	562,733	$	—	(a)	$	757,071
Exchange-Traded Funds		1,038		—		—			1,038
Collateral for Securities Loaned		7,111		—		—			7,111
Total	$	202,487	$	562,733	$	—	(a)	$	765,220

(a)  Includes securities with a zero value, please refer to the Schedule of Portfolio Investments for a complete list of securities.

For the year ended May 31, 2021, there were no transfers in or out of Level 3 in the 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 fixed 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	6,435	$	—	$	7,111

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 May 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, printing fees, and 12b-1 fees), and realized and unrealized gains or losses on investments are

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	517,909	$	671,017

There were no purchases or sales of U.S. government securities during the year ended May 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 May 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.3
USAA Cornerstone Equity Fund		1.4

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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the 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 1.00% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended May 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 Emerging Market Funds Index. The Lipper Emerging Market Funds Index tracks the total return performance of the largest funds within the Lipper Emerging Market Funds category.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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)
	+/- 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.

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 Emerging Market Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to May 31, 2021, performance adjustments were $(108), $(115), and $(2) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.03)%, (0.03)%, and (0.04)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 entered into Investment Subadvisory Agreements with Brandes Investment Partners, L.P. and Lazard Asset Management LLC ("Lazard"), under which Brandes and Lazard, each direct 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. Effective June 30, 2020, Brandes is no longer a subadviser to the Fund.

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 year ended May 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 year ended May 31, 2021, are reflected on the Statement of Operations as Compliance fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 Fund 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 year ended May 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 Institutional Shares and Class A 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 year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

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 the Distributor for the year ended May 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 year ended May 31, 2021, the Distributor did not receive any commissions.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limits (excluding voluntary waivers) were 1.48%, 1.29%, and 1.75% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

(b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	345	$	215	$	560

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 year ended May 31, 2021.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Stock Market Risk — Overall stock 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.

7. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	2,759		15		0.60	%	$	10,252

*  For the year ended May 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021				Year Ended May 31, 2020
Distributions paid from				Distributions paid from
Ordinary Income		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	8,596	$	8,596	$	2,874	$	2,874

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Other Earnings (Deficit)			Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	5,581	$	(1,867	)	$	3,714	$	(43,301	)	$	250,059	$	210,472

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales and passive foreign investment company.

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As of May 31, 2021, 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		Total
$	43,301	$	43,301

During the most recent tax year ended May 31, 2021, the Fund utilized $102,251 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	515,161	$	267,601	$	(17,542	)	$	250,059

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Emerging Markets Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Emerging Markets Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

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Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

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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) 235-8396. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
Fund Shares	$	1,000.00	$	1,188.70	$	1,017.70	$	7.91	$	7.29		1.45	%
Institutional Shares		1,000.00		1,190.00		1,018.65		6.88		6.34		1.26	%
Class A		1,000.00		1,190.50		1,016.45		9.28		8.55		1.70	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Qualified Dividend Income (non-corporate shareholders)			Foreign Taxes Paid
	75	%	$	3,608

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

USAA Emerging Markets 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 Lazard Asset Management LLC (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 affiliates under other agreements, and the personnel who provide these services. In addition to the investment

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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 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. 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 channel of distribution. This comparison indicated that, among other data, the Fund's performance was below

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.

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  (Unaudited)

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 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 waived a portion of its management fee and/or reimbursed certain expenses with respect 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 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.

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.

50

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

  (Unaudited)

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 checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to 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.

51

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage each Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Funds' investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, each Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

52

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

25558-0721

MAY 31, 2021

Annual Report

USAA Precious Metals and Minerals Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
Financial Statements
Statement of Assets and Liabilities	11
Statement of Operations	12
Statements of Changes in Net Assets	13
Financial Highlights	14
Notes to Financial Statements	16
Report of Independent Registered Public Accounting Firm	27
Supplemental Information (Unaudited)	28
Trustees' and Officers' Information	28
Proxy Voting and Portfolio Holdings Information	34
Expense Examples	34
Additional Federal Income Tax Information	35
Advisory Contract Agreement	36
Liquidity Risk Management Program	39
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Precious Metals and Minerals Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Precious Metals and Minerals Fund (continued)

Managers' Commentary (continued)

Gold continued to march higher during the one-year period ending on May 31, 2021. The GOLDS Commodities Index posted a return of 10.21% return during that one-year period, underperfroming stocks and outperfrorming bonds. The stocks of gold mining companies, as represented by the NYSE Arca Gold Miners Index, fared even better with a 15.82% return.

•  How did the USAA Precious Metals and Minerals Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end shares charge). For the reporting period ended May 31, 2021, the Fund Shares, Institutional Shares, and Class A had a total return of 16.69%, 16.90%, and 16.52%, respectively. This compares to a total return of 40.32% for the S&P 500^® Index, 41.85% for the MSCI All-Country World Index, 20.37% for the MSCI ACWI Gold Miners IMI Index, and 17.62% for the Lipper Precious Metals Equity Funds Index.

•  What strategies did you employ during the reporting period?

At the end of May 2021, the Fund held approximately 99% of its net assets in gold stocks. For the period the Fund underperformed the S&P 500^® Index and MSCI ACWI Gold Miners IMI Index.

Within the MSCI ACWI Gold Miners IMI Index, two securities, Newmont Corp. and Barrick Gold Corp., accounted for approximately 30% of the index. Over the reporting period, Newmont Corp. outperformed, and Barrick Gold Corp. underperformed the index, overall the Fund's active weight to those securities were additive to the performance.

An overweight to Ziing Minning, up over approximately 300%, and Goldfields up approximately 60%, were the largest contributors to relative performance. Detractors included an overweight to Centerra Gold Inc., Regis Resources Ltd., and Centamin Plc.

As always, we believe the primary purpose of maintaining exposure to gold should be to help diversify investor portfolios.

Thank you for allowing us to assist you with your investment needs.

Holdings are subject to change. There is no guarantee that securities mentioned remain in or out of the Fund.

5

USAA Mutual Funds Trust

USAA Precious Metals and Minerals Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares			Institutional Shares			Class A
INCEPTION DATE	8/15/84			8/1/08			8/1/10
	Net Asset Value			Net Asset Value			Net Asset Value			S&P 500 Index1			MSCI All-Country World Index2			MSCI ACWI Gold Miners IMI Index3			Lipper Precious Metals Equity Funds Index4
One Year		16.69	%		16.90	%		16.52	%		40.32	%		41.85	%		20.37	%		17.62	%
Five Year		11.19	%		11.56	%		11.09	%		17.16	%		14.18	%		12.70	%		11.59	%
Ten Year		–3.91	%		–3.65	%		–4.04	%		14.38	%		9.58	%		–3.56	%		–2.90	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Precious Metals and Minerals Fund — Growth of $10,000

¹ The unmanaged S&P 500 Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

² The unmanaged MSCI All?Country World Index is a free float?adjusted, market?capitalization?weighted index designed to measure the performance of large? and mid?cap stocks across developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

³ The MSCI ACWI Select Gold Miners IMI aims to focus on companies in the gold mining industry that are highly sensitive to underlying prices of gold. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

⁴ The unmanaged Lipper Precious Metals Equity Funds Index tracks the total return performance of the 10 largest funds within the Lipper Precious Metals Equity Funds category. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund May 31, 2021

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks long-term capital appreciation and to protect the purchasing power of shareholders' capital against inflation.

Top 10 Equity Holdings*:

May 31, 2021

(% of Net Assets)

Newmont Corp.	13.1	%
Barrick Gold Corp.	8.8	%
Franco-Nevada Corp.	5.3	%
Kinross Gold Corp.	4.7	%
Agnico Eagle Mines Ltd.	4.1	%
Wheaton Precious Metals Corp.	3.9	%
Newcrest Mining Ltd.	3.8	%
B2Gold Corp.	3.7	%
Kirkland Lake Gold Ltd.	3.7	%
Royal Gold, Inc.	2.7	%

Portfolio Composition*:

May 31, 2021

(% of Net Assets)

*  Does not include short-term investments purchased with cash collateral from securities loaned.

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

(a)  Percentage is less than 0.05%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Common Stocks (99.6%)
Metals & Mining (99.6%):
Agnico Eagle Mines Ltd.		431,673	$	30,973
Alamos Gold, Inc.		982,100		8,968
Aneka Tambang Tbk		20,089,500		3,461
AngloGold Ashanti Ltd.		760,198		18,213
Argonaut Gold, Inc. (a) (b)		655,200		1,644
B2Gold Corp.		5,459,170		27,931
Barrick Gold Corp. (b)		2,735,027		65,859
Centamin PLC		4,216,310		6,597
Centerra Gold, Inc. (b)		1,499,019		12,187
Cia de Minas Buenaventura SAA, ADR (a)		68,157		785
Coeur Mining, Inc. (a)		969,748		10,085
Dundee Precious Metals, Inc. (b)		1,781,264		12,992
Eldorado Gold Corp. (a)		640,839		7,613
Endeavour Mining Corp.		544,418		13,071
Equinox Gold Corp. (a)		68,782		639
Evolution Mining Ltd.		4,178,674		17,004
Franco-Nevada Corp.		267,224		39,979
Gold Fields Ltd., ADR		1,606,199		19,451
Gold Resource Corp.		202,002		562
Gold Road Resources Ltd.		313,388		363
Golden Star Resources Ltd. (a)		464,607		1,529
Great Basin Gold Ltd. (a) (c) (d)		8,566,400		—	(e)
Great Basin Gold Ltd. (a) (c) (d)		6,500,000		—	(e)
Harmony Gold Mining Co. Ltd.		1,463,504		7,534
IAMGOLD Corp. (a)		1,265,194		4,580
IAMGOLD Corp. (a)		411,532		1,489
Kinross Gold Corp.		4,337,099		35,130
Kirkland Lake Gold Ltd. (b)		639,234		27,709
Koza Altin Isletmeleri A/S (a) (b)		298,319		4,174
Lundin Gold, Inc. (a) (b)		78,200		775
McEwen Mining, Inc. (a) (b)		494,100		726
Nautilus Minerals, Inc. (a) (c) (d)		5,757,622		—	(e)
New Gold, Inc. (a)		1,183,000		2,497
Newcrest Mining Ltd.		1,309,823		28,387
Newmont Corp.		1,336,516		98,207
Northern Star Mining Corp. (a) (c) (d)		375,000		—
Northern Star Resources Ltd.		1,226,203		10,811
Novagold Resources, Inc. (a) (b)		421,400		4,319
OceanaGold Corp. (a) (b)		3,283,648		6,959
Osisko Gold Royalties Ltd. (b)		303,400		4,330
Perseus Mining Ltd. (a)		5,838,238		6,332
Polymetal International PLC		704,177		16,951
Polyus PJSC (f)		62,088		13,447
Pretium Resources, Inc. (a)		431,655		4,921
Ramelius Resources Ltd.		5,473,285		8,247
Regis Resources Ltd.		2,733,555		5,541
Resolute Mining Ltd. (a) (b)		490,758		221
Royal Gold, Inc.		165,192		20,446

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Sandstorm Gold Ltd. (a) (b)		1,079,600	$	9,420
Seabridge Gold, Inc. (a)		95,100		1,822
Shandong Gold Mining Co. Ltd. Class H (a) (g)		1,656,200		3,594
Silver Lake Resources Ltd. (a)		4,268,850		6,514
SSR Mining, Inc.		803,122		14,898
St Barbara Ltd.		3,096,281		4,522
Torex Gold Resources, Inc. (a)		976,108		14,247
Wesdome Gold Mines Ltd. (a) (b)		578,000		5,331
Wheaton Precious Metals Corp. (b)		604,258		28,990
Yamana Gold, Inc.		3,023,400		15,843
Yamana Gold, Inc.		1,190,747		6,240
Zhaojin Mining Industry Co. Ltd. Class H		2,609,000		2,710
Zijin Mining Group Co. Ltd. Class H		12,694,000		19,661
				747,431
Total Common Stocks (Cost $461,440)				747,431
Collateral for Securities Loaned^ (2.0%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (h)		7,132,483		7,132
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (h)		2,499,033		2,499
HSBC U.S. Government Money Market Fund I Shares, 0.03% (h)		5,742,736		5,743
Total Collateral for Securities Loaned (Cost $15,374)				15,374
Total Investments (Cost $476,814) — 101.6%				762,805
Liabilities in excess of other assets — (1.6)%				(12,216	)
NET ASSETS — 100.00%			$	750,589

At May 31, 2021, the Fund's investments in foreign securities were 82.1% 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)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of May 31, 2021, illiquid securities were 0.0% of net assets.

(d)  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 May 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e)  Rounds to less than $1 thousand.

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 1.8% of the Fund's net assets as of May 31, 2021. (See Note 2 in the Notes to Financial Statements)

(g)  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 May 31, 2021, the fair value of these securities was $3,594 (thousands) and amounted to 0.5% of net assets.

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund Schedule of Portfolio Investments — continued
May 31, 2021

(h)  Rate disclosed is the daily yield on May 31, 2021.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

10

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)

	USAA Precious Metals and Minerals Fund
Assets:
Investments, at value (Cost $476,814)	$	762,805	(a)
Cash		1,939
Receivables:
Interest and dividends		958
Capital shares issued		172
Investments sold		1,909
From Adviser		3
Prepaid expenses		20
Total Assets		767,806
Liabilities:
Payables:
Collateral received on loaned securities		15,374
Capital shares redeemed		224
Accrued foreign capital gains taxes		877
Accrued expenses and other payables:
Investment advisory fees		463
Administration fees		92
Custodian fees		16
Transfer agent fees		103
Compliance fees		—	(b)
Trustees' fees		1
12b-1 fees		3
Other accrued expenses		64
Total Liabilities		17,217
Net Assets:
Capital		1,237,849
Total accumulated earnings/(loss)		(487,260	)
Net Assets	$	750,589
Net Assets
Fund Shares	$	697,969
Institutional Shares		26,338
Class A		26,282
Total	$	750,589
Shares (unlimited number of shares authorized with no par value):
Fund Shares		30,923
Institutional Shares		1,142
Class A		1,179
Total		33,244
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	22.57
Institutional Shares	$	23.06
Class A	$	22.29
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	$	23.65

(a)  Includes $12,295 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.

11

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)

	USAA Precious Metals and Minerals Fund
Investment Income:
Dividends	$	13,005
Interest		1
Securities lending (net of fees)		109
Foreign tax withholding		(1,682	)
Total Income		11,433
Expenses:
Investment advisory fees		5,463
Administration fees — Fund Shares		1,035
Administration fees — Institutional Shares		25
Administration fees — Class A		44
Sub-Administration fees		23
12b-1 fees — Class A		73
Custodian fees		100
Transfer agent fees — Fund Shares		1,254
Transfer agent fees — Institutional Shares		25
Transfer agent fees — Class A		28
Trustees' fees		50
Compliance fees		5
Legal and audit fees		73
State registration and filing fees		72
Interfund lending fees		—	(a)
Other expenses		130
Total Expenses		8,400
Expenses waived/reimbursed by Adviser		(23	)
Net Expenses		8,377
Net Investment Income (Loss)		3,056
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		54,050
Net change in unrealized appreciation/depreciation on investment securities		55,454
Net realized/unrealized gains (losses) on investments		109,504
Change in net assets resulting from operations	$	112,560

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

12

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Precious Metals and Minerals Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	3,056		$	(1,522	)
Net realized gains (losses) from investments		54,050			(113,742	)
Net change in unrealized appreciation/depreciation on investments		55,454			395,654
Change in net assets resulting from operations		112,560			280,390
Distributions to Shareholders:
Fund Shares		(302	)		—
Institutional Shares		(40	)		—
Change in net assets resulting from distributions to shareholders		(342	)		—
Change in net assets resulting from capital transactions		(72,907	)		(76,391	)
Change in net assets		39,311			203,999
Net Assets:
Beginning of period		711,278			507,279
End of period	$	750,589		$	711,278
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	104,788		$	95,260
Distributions reinvested		294			—
Cost of shares redeemed		(172,453	)		(164,383	)
Total Fund Shares	$	(67,371	)	$	(69,123	)
Institutional Shares
Proceeds from shares issued	$	4,482		$	1,928
Distributions reinvested		37			—
Cost of shares redeemed		(3,514	)		(9,661	)
Total Institutional Shares	$	1,005		$	(7,733	)
Class A
Proceeds from shares issued	$	37,689		$	14,218
Cost of shares redeemed		(44,230	)		(13,753	)
Total Class A	$	(6,541	)	$	465
Change in net assets resulting from capital transactions	$	(72,907	)	$	(76,391	)
Share Transactions:
Fund Shares
Issued		4,879			6,001
Reinvested		14			—
Redeemed		(8,129	)		(10,335	)
Total Fund Shares		(3,236	)		(4,334	)
Institutional Shares
Issued		194			119
Reinvested		2			—
Redeemed		(160	)		(733	)
Total Institutional Shares		36			(614	)
Class A
Issued		1,864			895
Redeemed		(2,183	)		(871	)
Total Class A		(319	)		24
Change in Shares		(3,519	)		(4,924	)

See notes to financial statements.

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			Total Distributions
USAA Precious Metals and Minerals Fund
Fund Shares
Year Ended:
May 31, 2021	$	19.34		0.09	(b)		3.15			3.24			(0.01	)		(0.01	)
May 31, 2020	$	12.16		(0.04	)(b)		7.22			7.18			—			—
May 31, 2019	$	12.87		(0.03	)(b)		(0.68	)		(0.71	)		—			—
May 31, 2018	$	12.93		(0.05	)(b)		(0.01	)		(0.06	)		—			—
May 31, 2017	$	13.90		0.14			(0.60	)		(0.46	)		(0.51	)		(0.51	)
Institutional Shares
Year Ended:
May 31, 2021	$	19.76		0.12	(b)		3.22			3.34			(0.04	)		(0.04	)
May 31, 2020	$	12.40		(0.01	)(b)		7.37			7.36			—			—
May 31, 2019	$	13.06		0.01	(b)		(0.67	)		(0.66	)		—			—
May 31, 2018	$	13.07		(0.01	)(b)		—	(e)		(0.01	)		—			—
May 31, 2017	$	13.98		0.07	(b)		(0.47	)		(0.40	)		(0.51	)		(0.51	)
Class A
Year Ended:
May 31, 2021	$	19.13		0.04	(b)		3.12			3.16			—			—
May 31, 2020	$	12.04		(0.05	)(b)		7.14			7.09			—			—
May 31, 2019	$	12.74		(0.03	)(b)		(0.67	)		(0.70	)		—			—
May 31, 2018	$	12.82		0.16			(0.24	)		(0.08	)		—			—
May 31, 2017	$	13.79		0.04			(0.50	)		(0.46	)		(0.51	)		(0.51	)

*  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 June 30, 2023, 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)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

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

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

(d)  Effective June 6, 2018, USAA Asset Management Company ("AMCO") (previous Adviser) had voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.00% of the Institutional Shares' average daily net assets.

(e)  Amount is less than $0.005 per share.

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
	Redemption Fees Added to Beneficial Interests			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)*			Net Expenses^			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Precious Metals and Minerals Fund
Fund Shares
Year Ended:
May 31, 2021		—		$	22.57		16.69	%		1.12	%		0.41	%		1.12	%	$	697,969		7	%
May 31, 2020		—		$	19.34		59.13	%		1.19	%		(0.25	)%		1.19	%	$	660,770		47	%(c)
May 31, 2019		—		$	12.16		(5.52	)%		1.31	%		(0.22	)%		1.31	%	$	468,208		7	%
May 31, 2018		—		$	12.87		(0.46	)%		1.23	%		(0.36	)%		1.23	%	$	540,952		13	%
May 31, 2017		—		$	12.93		(2.68	)%		1.22	%		0.02	%		1.22	%	$	585,515		14	%
Institutional Shares
Year Ended:
May 31, 2021				$	23.06		16.90	%		0.99	%		0.55	%		1.05	%	$	26,338		7	%
May 31, 2020		—		$	19.76		59.35	%		1.00	%		(0.05	)%		1.06	%	$	21,855		47	%(c)
May 31, 2019		—		$	12.40		(5.05	)%		1.00	%(d)		0.12	%		1.19	%	$	21,327		7	%
May 31, 2018		—		$	13.06		(0.08	)%		0.89	%		(0.07	)%		0.89	%	$	3,632		13	%
May 31, 2017		—		$	13.07		(2.23	)%		0.76	%		0.46	%		0.76	%	$	2,893		14	%
Class A
Year Ended:
May 31, 2021				$	22.29		16.52	%		1.31	%		0.21	%		1.34	%	$	26,282		7	%
May 31, 2020		—		$	19.13		58.89	%		1.27	%		(0.32	)%		1.27	%	$	28,653		47	%(c)
May 31, 2019		—		$	12.04		(5.49	)%		1.38	%		(0.27	)%		1.38	%	$	17,744		7	%
May 31, 2018		—	(e)	$	12.74		(0.62	)%		1.30	%		(0.43	)%		1.30	%	$	16,881		13	%
May 31, 2017		—	(e)	$	12.82		(2.68	)%		1.30	%		(0.04	)%		1.30	%	$	18,309		14	%

See notes to financial statements.

15

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Precious Metals and Minerals Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as non-diversified under the 1940 Act. Effective June 29, 2020, the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

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.

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the 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 May 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	$	733,984	$	13,447	$	—	(a)	$	747,431
Collateral for Securities Loaned		15,374		—		—			15,374
Total	$	749,358	$	13,447	$	—	(a)	$	762,805

(a) Includes securities with a zero value, please refer to the Schedule of Portfolio Investments for a complete list of securities.

For the year ended May 31, 2021, there were no transfers in or out of Level 3 in the 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

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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.

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	12,295	$	—	$	15,374

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 May 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, printing fees, and 12b-1 fees) and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	51,068	$	124,125

There were no purchases or sales of U.S. government securities during the year ended May 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 May 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.2
USAA Cornerstone Equity Fund		0.1
USAA Target Retirement Income Fund		0.4
USAA Target Retirement 2030 Fund		0.8
USAA Target Retirement 2040 Fund		0.8
USAA Target Retirement 2050 Fund		0.5
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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the 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 year ended May 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 Precious Metals Equity Funds Index. The Lipper Precious Metals Equity Funds Index tracks the total return performance of the largest funds within the Lipper Precious Metals Equity Funds category.

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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)
	+/- 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.

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 Precious Metals Equity Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to May 31, 2021, performance adjustments were $(105), $(3), and $(5) for Fund shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.02)%, (0.01)%, and (0.02)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 year ended May 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 year ended May 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 year ended May 31, 2021, are reflected on the Statement of Operations as Compliance fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 Fund 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 year ended May 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 Institutional Shares and Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.10% , respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

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 the Distributor for the year ended May 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 year ended May 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 year ended May 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 June 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. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limits (excluding voluntary waivers) were 1.27%, 1.00%, and 1.34% for Fund Shares, Institutional Shares, and Class A, respectively.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	12	$	23	$	35

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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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,

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Stock Market Risk — Overall stock 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.

7. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.

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

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	2,124		11		0.60	%	$	4,767

*  For the year ended May 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021
Distributions paid from
Ordinary Income		Total Distributions Paid
$	342	$	342

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Other Earnings (Deficit)			Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	5,009	$	(877	)	$	4,132	$	(760,581	)	$	269,189	$	(487,260	)

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales and passive foreign investment company.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 31, 2021, 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
$	9,939	$	750,642	$	760,581

During the most recent tax year ended May 31, 2021, the Fund utilized $49,321 thousand of capital loss carryforwards.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	493,616	$	312,270	$	(43,081	)	$	269,189

26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Precious Metals and Minerals Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Precious Metals and Minerals Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

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USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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May 31, 2021

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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May 31, 2021

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

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May 31, 2021

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

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May 31, 2021

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

33

USAA Mutual Funds Trust Supplemental Information — continued
May 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) 235-8396. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
Fund Shares	$	1,000.00	$	1,134.70	$	1,019.25	$	6.07	$	5.74		1.14	%
Institutional Shares		1,000.00		1,135.60		1,020.00		5.27		4.99		0.99
Class A		1,000.00		1,133.80		1,018.40		6.97		6.59		1.31

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

34

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Foreign Taxes Paid
	56	%		100	%	$	1,446

35

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

  (Unaudited)

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

USAA Precious Metals & Minerals 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

36

USAA Mutual Funds Trust Supplemental Information — continued
May 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 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 below 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 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 for the three-year period ended September 30, 2020, and was below the average of its performance universe for the one-, five- and ten-year periods, and was above its Lipper index for the three- and five-year periods ended September 30, 2020, and was below its Lipper index for the one- and ten-year periods ended September 30, 2020. The Board took into account management's discussion of the Fund's performance, including the impact of market conditions on 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.

37

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

  (Unaudited)

noted that the Adviser waived a portion of its management fee and/or reimbursed certain expenses with respect 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.

38

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

39

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

23407-0721

MAY 31, 2021

Annual Report

USAA International Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
Financial Statements
Statement of Assets and Liabilities	28
Statement of Operations	30
Statements of Changes in Net Assets	31
Financial Highlights	34
Notes to Financial Statements	36
Report of Independent Registered Public Accounting Firm	47
Supplemental Information (Unaudited)	48
Trustees' and Officers' Information	48
Proxy Voting and Portfolio Holdings Information	54
Expense Examples	54
Additional Federal Income Tax Information	55
Advisory Contract Agreement	56
Liquidity Risk Management Program	60
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA International Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA International Fund (continued)

Managers' Commentary (continued)

•  How did the USAA International Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge), and R6 Shares. For the reporting period ended May 31, 2021, the Fund Shares, Institutional Shares, Class A, and R6 Shares had a total return of 39.99%, 40.08%, 39.59%, and 41.16%, respectively. This compares to returns of 43.10% for the Lipper International Funds Index and 38.41% for the MSCI EAFE Index.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection and monitoring of the Fund's subadvisers. Lazard Asset Management* and Wellington Management Company are external subadvisers to the Fund, while RS Investments Global, Trivalent Investments, and THB Asset Management* are Victory Capital Management investment franchises that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadviser and the investment franchises.

•  What strategies did you employ during the reporting period?

During the one-year period ending on May 31, 2021, the Fund outperformed the benchmark MSCI EAFE Index primarily due to stock selection across various countries and sectors. On a country basis, stock selection in the United Kingdom, France, and Germany contributed to overall performance while Japan and Italy were detractors.

Looking at performance from a sector standpoint, stock selection was a positive contributor in Financials, Industrials, and Materials as a cyclical rally took place throughout the first quarter of 2021. Consumer Discretionary was the only sector that had a negative stock selection effect. From an asset allocation perspective, the Fund had an underweight to the Health Care sector, which underperformed the overall index, resulting in a positive allocation effect.

Thank you for allowing us to assist in your investment needs.

*Effective March 1, 2021, Lazard no longer manages the Fund and THB was added as a Victory Capital Management investment franchise on the Fund.

5

USAA Mutual Funds Trust

USAA International Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares			Institutional Shares			Class A			Class R6
INCEPTION DATE	2/1/91			8/1/08			8/1/10			12/1/16
	Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			MSCI EAFE Index1			Lipper International Funds Index2
One Year		39.99	%		40.08	%		39.59	%		41.16	%		38.41	%		43.10	%
Five Year		10.18	%		10.27	%		9.89	%		NA			9.77	%		10.97	%
Ten Year		6.29	%		6.42	%		5.98	%		NA			5.88	%		6.46	%
Since Inception		NA			NA			NA			9.70	%		NA			NA

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA International Fund — Growth of $10,000

¹The unmanaged MSCI EAFE Index reflects the movements of stock markets in Europe, Australasia, and the Far East by representing a broad selection of domestically listed companies within each market. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper International Funds Index tracks the total return performance of funds within the Lipper International Funds category. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA International Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks capital appreciation.

Top 10 Sectors:

May 31, 2021

(% of Net Assets)

Financials	16.8	%
Industrials	15.9	%
Consumer Discretionary	11.4	%
Information Technology	10.8	%
Health Care	10.6	%
Consumer Staples	8.1	%
Materials	7.0	%
Communication Services	6.6	%
Energy	5.4	%
Real Estate	3.1	%

Country Allocation:

May 31, 2021

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio 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%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (98.1%)
Argentina (0.0%): (a)
Energy (0.0%):
YPF SA, ADR (b)		102,643	$	482
Australia (4.6%):
Consumer Discretionary (0.7%):
Aristocrat Leisure Ltd.		549,191		17,264
Lovisa Holdings Ltd.		226,325		2,459
PWR Holdings Ltd.		829,574		4,082
				23,805
Consumer Staples (0.1%):
Select Harvests Ltd.		402,288		1,796
Energy (0.1%):
Santos Ltd.		333,288		1,729
Financials (0.6%):
Australia & New Zealand Banking Group Ltd.		143,814		3,166
Macquarie Group Ltd.		145,879		16,997
				20,163
Health Care (0.8%):
CSL Ltd.		98,770		22,012
Nanosonics Ltd. (b)		435,857		1,855
Sonic Healthcare Ltd.		77,317		2,066
				25,933
Industrials (0.3%):
Austal Ltd.		1,436,152		2,492
IPH Ltd.		420,261		2,226
Johns Lyng Group Ltd.		984,536		3,207
Service Stream Ltd.		1,078,312		806
SmartGroup Corp. Ltd.		396,034		2,024
				10,755
Information Technology (0.1%):
Bravura Solutions Ltd.		722,992		1,902
Infomedia Ltd.		1,535,148		1,599
Integrated Research Ltd.		540,361		959
				4,460
Materials (1.3%):
Aurelia Metals Ltd.		4,303,133		1,476
BHP Group Ltd.		828,478		30,426
Ramelius Resources Ltd.		3,600,830		5,471
Rio Tinto Ltd.		62,081		5,894
				43,267
Real Estate (0.6%):
Charter Hall Group		212,695		2,333
Scentre Group		7,033,973		14,655
Stockland		594,155		2,126
				19,114
				151,022

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Austria (0.1%):
Financials (0.1%):
Erste Group Bank AG		75,668	$	3,104
Raiffeisen Bank International AG		66,039		1,568
				4,672
Belgium (0.8%):
Consumer Staples (0.1%):
Anheuser-Busch InBev SA		31,599		2,373
Financials (0.2%):
Ageas SA		75,484		4,926
KBC Group NV		25,137		2,050
				6,976
Health Care (0.1%):
UCB SA		28,886		2,695
Information Technology (0.4%):
Melexis NV		141,886		14,772
				26,816
Brazil (0.4%):
Consumer Staples (0.1%):
Sendas Distribuidora SA		161,031		2,764
Energy (0.1%):
Petro Rio SA (b)		716,000		2,711
Financials (0.1%):
Banco Santander Brasil SA		477,200		3,774
Utilities (0.1%):
Cia de Saneamento Basico do Estado de Sao Paulo		304,074		2,283
Cia Energetica de Minas Gerais Preference Shares		678,300		1,768
				4,051
				13,300
Canada (1.8%):
Energy (0.4%):
ARC Resources Ltd.		180,976		1,392
Cameco Corp.		104,673		2,058
Ovintiv, Inc.		97,618		2,614
Parex Resources, Inc. (b)		199,677		3,491
Suncor Energy, Inc.		86,415		2,008
Tourmaline Oil Corp.		54,512		1,329
				12,892
Financials (0.6%):
Bank of Montreal		33,039		3,452
iA Financial Corp., Inc.		52,405		3,003
IGM Financial, Inc.		88,307		3,253
National Bank of Canada		59,124		4,650
Sun Life Financial, Inc.		72,943		3,906
				18,264

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (0.2%):
Canadian Pacific Railway Ltd.		56,925	$	4,574
Savaria Corp.		197,119		3,166
				7,740
Information Technology (0.1%):
Quarterhill, Inc.		1,098,659		2,256
Materials (0.5%):
Barrick Gold Corp. (c)		185,322		4,394
First Quantum Minerals Ltd.		118,454		2,913
Kinross Gold Corp.		323,428		2,620
Nutrien Ltd.		32,998		2,031
Wesdome Gold Mines Ltd. (b) (c)		288,239		2,656
West Fraser Timber Co. Ltd.		30,762		2,379
				16,993
				58,145
China (2.8%):
Communication Services (0.8%):
Baidu, Inc., ADR (b)		11,745		2,305
Tencent Holdings Ltd.		303,200		24,088
				26,393
Consumer Discretionary (0.9%):
Alibaba Group Holding Ltd., ADR (b)		26,627		5,697
China Meidong Auto Holdings Ltd.		1,648,000		8,676
China Tourism Group Duty Free Corp. Ltd. Class A		48,572		2,552
Dongfeng Motor Group Co. Ltd. Class H		4,239,402		3,963
Haier Smart Home Co. Ltd. Class H (b)		620,173		2,601
Vipshop Holdings Ltd., ADR (b)		82,655		1,912
Zhongsheng Group Holdings Ltd.		545,500		4,680
				30,081
Consumer Staples (0.1%):
Tingyi Cayman Islands Holding Corp.		1,236,000		2,345
Financials (0.6%):
Bank of China Ltd. Class H		6,113,000		2,290
China Construction Bank Corp. Class H		2,728,000		2,240
China Merchants Bank Co. Ltd. Class H		1,186,000		10,945
Huatai Securities Co. Ltd. Class H (d)		1,677,000		2,594
New China Life Insurance Co. Ltd. Class H		650,800		2,431
				20,500
Health Care (0.1%):
Shanghai Fosun Pharmaceutical Group Co. Ltd. Class H (c)		442,000		3,673
Industrials (0.1%):
China Railway Group Ltd. Class H		4,401,000		2,322
Materials (0.1%):
Anhui Conch Cement Co. Ltd. Class H		721,500		4,501

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Real Estate (0.1%):
Agile Group Holdings Ltd.		1,556,000	$	2,211
				92,026
Denmark (1.5%):
Consumer Discretionary (0.1%):
Pandora A/S		16,452		2,220
TCM Group A/S		93,642		2,471
				4,691
Consumer Staples (0.8%):
Carlsberg A/S Class B		19,391		3,544
Royal Unibrew A/S		166,421		21,481
				25,025
Energy (0.0%): (a)
The Drilling Co. of 1972 A/S (b)		5,700		240
Health Care (0.1%):
GN Store Nord A/S		26,486		2,243
Industrials (0.4%):
AP Moller - Maersk A/S Class B		2,930		8,074
INVISIO AB		188,153		4,688
Per Aarsleff Holding A/S		44,295		2,142
				14,904
Utilities (0.1%):
Orsted A/S (d)		14,704		2,224
				49,327
Finland (0.6%):
Health Care (0.3%):
Revenio Group Oyj		103,973		8,033
Industrials (0.1%):
Detection Technology Oy		15,924		545
Metso Outotec Oyj		283,333		3,353
				3,898
Information Technology (0.2%):
Nokia Oyj (b)		1,261,101		6,535
				18,466
France (8.5%):
Communication Services (0.2%):
Orange SA		365,810		4,645
Publicis Groupe SA		48,577		3,289
				7,934
Consumer Discretionary (2.6%):
Cie Generale des Etablissements Michelin SCA (c)		102,941		15,797
Faurecia SE (b)		220,092		11,877
LVMH Moet Hennessy Louis Vuitton SE		66,278		52,708
Renault SA (b)		71,084		2,935
				83,317

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Energy (1.1%):
Gaztransport Et Technigaz SA		64,334	$	5,383
TotalEnergies SE		640,989		29,643
				35,026
Financials (0.9%):
Amundi SA (d)		20,177		1,789
AXA SA (c)		310,589		8,555
BNP Paribas SA (c)		169,001		11,519
SCOR SE (b)		72,608		2,356
Societe Generale SA		177,182		5,666
				29,885
Health Care (0.3%):
Korian SA (b)		1		—	(e)
Pharmagest Interactive (b)		24,859		2,752
Sanofi		24,273		2,575
Sartorius Stedim Biotech		6,293		2,720
Vetoquinol SA (b)		20,263		2,619
				10,666
Industrials (1.4%):
Alstom SA (b)		28,572		1,602
Cie de Saint-Gobain (b)		206,510		13,809
Dassault Aviation SA (c)		1,348		1,689
Rexel SA		202,359		4,118
Safran SA		109,633		16,367
Teleperformance		5,376		2,063
Thermador Groupe		43,233		4,577
				44,225
Information Technology (1.3%):
Capgemini SE (c)		160,902		29,954
Esker SA (b)		14,670		4,043
Lectra		104,275		4,184
MGI Digital Graphic Technology (b)		42,231		2,383
				40,564
Materials (0.5%):
Arkema SA (c)		132,768		17,452
Utilities (0.2%):
Engie SA (c)		393,334		5,828
				274,897
Germany (7.9%):
Communication Services (0.1%):
Deutsche Telekom AG		224,612		4,656
Consumer Discretionary (1.2%):
Ceconomy AG (b)		235,936		1,353
Continental AG		20,961		3,091
Daimler AG		69,445		6,453
HelloFresh SE (b) (c)		24,184		2,205
Volkswagen AG Preference Shares		90,372		25,180
				38,282

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Staples (0.0%): (a)
METRO AG		81,100	$	1,040
Energy (0.2%):
CropEnergies AG		180,221		2,436
VERBIO Vereinigte BioEnergie AG		83,545		4,713
				7,149
Financials (1.2%):
Allianz SE Registered Shares		132,812		34,904
Hannover Rueck SE		9,488		1,656
Muenchener Rueckversicherungs-Gesellschaft AG Class R		5,608		1,616
				38,176
Health Care (0.7%):
Eckert & Ziegler Strahlen- und Medizintechnik AG		47,789		5,350
Fresenius SE & Co. KGaA		126,327		6,800
Merck KGaA		18,598		3,347
Nexus AG		86,370		6,681
				22,178
Industrials (1.7%):
2G Energy AG (b)		29,918		3,372
Amadeus Fire AG		24,284		4,508
Cewe Stiftung & Co. KGaA		22,217		3,598
Deutsche Post AG Registered Shares		78,808		5,364
Dr Hoenle AG		61,613		3,653
Siemens AG Registered Shares		215,695		34,898
				55,393
Information Technology (1.9%):
Basler AG		46,924		6,182
Infineon Technologies AG		52,440		2,128
PVA TePla AG (b)		80,722		2,392
SAP SE		300,189		41,563
Secunet Security Networks AG		18,174		8,842
				61,107
Materials (0.1%):
Covestro AG (d)		27,217		1,902
HeidelbergCement AG		18,396		1,676
				3,578
Real Estate (0.7%):
alstria office REIT-AG		88,537		1,609
LEG Immobilien SE		14,785		2,162
Vonovia SE		295,161		18,409
				22,180
Utilities (0.1%):
E.ON SE		279,412		3,369
				257,108

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hong Kong (2.4%):
Communication Services (0.1%):
NetDragon Websoft Holdings Ltd.		883,500	$	2,607
Consumer Discretionary (0.1%):
Xinyi Glass Holdings Ltd.		732,000		2,918
Consumer Staples (0.1%):
Vinda International Holdings Ltd.		568,000		1,801
WH Group Ltd. (d)		2,179,000		1,859
				3,660
Energy (0.0%): (a)
Kunlun Energy Co. Ltd.		2,514,000		1,895
Financials (1.0%):
AIA Group Ltd.		2,356,400		30,065
BOC Hong Kong Holdings Ltd.		607,500		2,195
				32,260
Information Technology (0.2%):
Lenovo Group Ltd.		4,376,000		5,233
Real Estate (0.9%):
CK Asset Holdings Ltd.		4,340,475		28,713
Sun Hung Kai Properties Ltd.		132,000		2,026
				30,739
Utilities (0.0%): (a)
China Water Affairs Group Ltd. (c)		136,000		105
				79,417
Hungary (0.1%):
Financials (0.1%):
OTP Bank Nyrt (b)		66,218		3,621
India (0.8%):
Communication Services (0.1%):
Zee Entertainment Enterprises Ltd.		527,492		1,523
Energy (0.2%):
Oil & Natural Gas Corp. Ltd.		1,654,092		2,592
Reliance Industries Ltd.		117,595		3,504
				6,096
Financials (0.2%):
Canara Bank (b)		656,752		1,455
LIC Housing Finance Ltd.		413,655		2,659
Muthoot Finance Ltd.		128,615		2,327
				6,441
Health Care (0.1%):
Ipca Laboratories Ltd.		145,351		4,153
Information Technology (0.1%):
Infosys Ltd.		181,445		3,487

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (0.1%):
NTPC Ltd.		242,344	$	369
Power Grid Corp. of India Ltd.		728,138		2,267
				2,636
				24,336
Indonesia (0.1%):
Communication Services (0.1%):
PT Sarana Menara Nusantara Tbk		27,222,900		2,238
Financials (0.0%): (a)
PT Bank Mandiri Persero Tbk		5,206,304		2,183
				4,421
Ireland (0.5%):
Financials (0.2%):
AIB Group PLC (b)		970,575		3,225
Bank of Ireland Group PLC (b)		568,245		3,631
				6,856
Health Care (0.2%):
ICON PLC (b) (c)		19,896		4,452
Industrials (0.1%):
DCC PLC		41,432		3,510
				14,818
Israel (0.1%):
Consumer Discretionary (0.1%):
Maytronics Ltd.		134,933		2,620
Italy (3.8%):
Energy (0.8%):
Eni SpA		538,016		6,599
Saipem SpA (b) (c)		651,287		1,638
Snam SpA (c)		2,951,519		17,305
				25,542
Financials (0.9%):
Assicurazioni Generali SpA (c)		253,360		5,197
Banca Generali SpA (b)		346,589		14,136
BPER Banca		700,527		1,733
UniCredit SpA		491,644		6,301
				27,367
Health Care (0.6%):
El.En. SpA		131,016		7,110
Recordati Industria Chimica e Farmaceutica SpA (c)		237,576		13,179
				20,289
Industrials (0.1%):
Leonardo SpA		219,113		1,901

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (0.3%):
Nexi SpA (b) (c) (d)		114,024	$	2,300
Sesa SpA (b)		53,099		8,368
				10,668
Utilities (1.1%):
ACEA SpA		98,332		2,392
Enel SpA		3,519,173		34,575
				36,967
				122,734
Japan (22.2%):
Communication Services (2.2%):
Akatsuki, Inc.		67,700		2,162
Amuse, Inc.		58,500		1,161
Capcom Co. Ltd.		598,200		19,560
DeNA Co. Ltd.		117,480		2,345
Fuji Media Holdings, Inc.		75,288		849
Gree, Inc.		319,165		1,642
Intage Holdings, Inc.		283,600		4,006
Kakaku.com, Inc.		562,700		17,106
KDDI Corp.		96,800		3,275
MarkLines Co. Ltd.		133,200		3,575
Nintendo Co. Ltd.		6,000		3,699
Nippon Telegraph & Telephone Corp.		123,400		3,293
Nippon Television Holdings, Inc.		144,994		1,726
SoftBank Group Corp.		19,200		1,444
ValueCommerce Co. Ltd.		123,000		3,360
ZIGExN Co. Ltd.		394,100		1,434
				70,637
Consumer Discretionary (3.7%):
Arcland Service Holdings Co. Ltd. (c)		67,800		1,403
Benesse Holdings, Inc.		9,569		219
Honda Motor Co. Ltd.		309,032		9,446
IBJ, Inc.		248,100		2,367
Isuzu Motors Ltd.		444,684		5,847
Mitsubishi Motors Corp. (b)		351,724		976
Nikon Corp.		237,715		2,432
Nissan Motor Co. Ltd. (b)		706,313		3,469
Shimamura Co. Ltd.		38,488		3,654
Shoei Co. Ltd.		112,100		4,024
Sony Group Corp.		109,600		10,777
The Furukawa Battery Co. Ltd. (b)		210,200		2,997
Toyo Tire Corp.		108,100		2,167
Toyota Motor Corp.		677,300		56,237
ZOZO, Inc.		434,400		14,661
				120,676

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Staples (1.3%):
Asahi Group Holdings Ltd.		59,700	$	2,840
Create SD Holdings Co. Ltd. (c)		85,700		2,515
G-7 Holdings, Inc.		65,600		1,775
Retail Partners Co. Ltd.		189,300		1,960
Rock Field Co. Ltd.		104,800		1,500
Seven & i Holdings Co. Ltd.		47,300		2,041
Soiken Holdings, Inc. (b) (c)		700,900		3,038
Toyo Suisan Kaisha Ltd.		546,800		21,840
Transaction Co. Ltd.		274,300		3,409
				40,918
Energy (0.1%):
Inpex Corp.		497,674		3,418
Financials (2.7%):
Dai-ichi Life Holdings, Inc.		226,863		4,618
JAFCO Group Co. Ltd.		179,200		12,954
Mitsubishi UFJ Financial Group, Inc.		4,223,272		23,899
Mizuho Financial Group, Inc.		209,650		3,199
Nomura Holdings, Inc.		675,344		3,696
ORIX Corp.		223,700		3,940
Resona Holdings, Inc.		1,162,376		4,957
Sumitomo Mitsui Financial Group, Inc.		228,014		8,220
Sumitomo Mitsui Trust Holdings, Inc.		166,247		5,717
T&D Holdings, Inc.		465,793		6,333
Tokio Marine Holdings, Inc.		237,900		11,239
				88,772
Health Care (1.9%):
BML, Inc.		71,400		2,430
Eisai Co. Ltd.		24,186		1,623
EPS Holdings, Inc.		174,000		2,849
Hoya Corp.		228,000		29,902
Japan Lifeline Co. Ltd.		180,000		2,271
Japan Medical Dynamic Marketing, Inc.		131,500		2,416
Ono Pharmaceutical Co. Ltd.		109,000		2,460
Shionogi & Co. Ltd.		232,582		11,782
Takeda Pharmaceutical Co. Ltd.		220,851		7,483
				63,216
Industrials (5.6%):
Altech Corp.		141,100		2,507
Anest Iwata Corp.		110,000		1,014
BeNext-Yumeshin Group Co.		220,118		2,573
Chiyoda Corp. (b)		146,971		522
Chudenko Corp.		114,900		2,438
CTI Engineering Co. Ltd.		119,900		2,728
Dai-Dan Co. Ltd.		97,800		2,374
Denyo Co. Ltd.		172,500		3,187
en-japan, Inc.		299,500		10,477
Fuji Corp.		108,100		2,677
Fuji Electric Co. Ltd.		668,600		31,329
Giken Ltd.		38,600		1,573
gremz, Inc. (b)		176,500		2,936

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Hino Motors Ltd.		439,732	$	4,078
ITOCHU Corp.		202,500		5,998
JAC Recruitment Co. Ltd.		120,200		1,963
Japan Airlines Co. Ltd. Class C (b)		186,030		4,242
JGC Holdings Corp.		272,918		2,604
Kamigumi Co. Ltd.		88,300		1,745
Komatsu Ltd.		63,500		1,859
Maeda Kosen Co. Ltd.		108,300		3,380
METAWATER Co. Ltd.		102,100		1,873
Mirait Holdings Corp.		140,300		2,468
Mitsubishi Electric Corp.		140,000		2,162
Mitsubishi Heavy Industries Ltd.		57,818		1,748
Mitsui & Co. Ltd.		122,200		2,693
Nichireki Co. Ltd.		240,800		2,934
Nihon Flush Co. Ltd. (b)		169,800		1,946
Nippon Parking Development Co. Ltd.		411,800		571
Nippon Yusen		459,600		18,937
NS Tool Co. Ltd.		214,200		2,835
Obayashi Corp.		169,500		1,425
OKUMA Corp.		236,300		12,204
Rheon Automatic Machinery Co. Ltd.		154,400		1,794
Rozetta Corp. (c)		59,200		1,081
Sanwa Holdings Corp.		1,243,400		15,044
Shinwa Co. Ltd.		64,000		1,228
Sinko Industries Ltd.		149,800		2,599
S-Pool, Inc.		402,100		3,132
Sumitomo Heavy Industries Ltd.		71,570		2,210
Taisei Corp.		46,600		1,624
THK Co. Ltd.		73,546		2,391
Tocalo Co. Ltd.		222,000		2,843
Toppan Printing Co. Ltd.		86,570		1,514
Weathernews, Inc.		54,700		2,651
Yamato Holdings Co. Ltd.		59,900		1,644
				183,755
Information Technology (3.2%):
Alps Alpine Co. Ltd.		109,500		1,173
Canon, Inc.		78,886		1,843
Citizen Watch Co. Ltd.		352,302		1,386
Comture Corp.		130,800		2,724
Cresco Ltd.		110,100		1,683
Digital Arts, Inc.		41,600		3,037
Double Standard, Inc. (b)		40,500		1,790
Fixstars Corp.		209,800		1,642
Fujitsu Ltd.		187,304		30,314
Fukui Computer Holdings, Inc.		117,000		4,608
Future Corp.		166,700		3,079
Hitachi Ltd.		54,500		2,852
Kanematsu Electronics Ltd.		56,700		1,850
Murata Manufacturing Co. Ltd.		33,500		2,530
NTT Data Corp.		121,000		1,961
Oracle Corp. (c)		98,400		8,926
Poletowin Pitcrew Holdings, Inc.		177,500		1,732
SHIFT, Inc. (b)		36,300		5,124

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Softcreate Holdings Corp. (b)		126,900	$	2,609
TDK Corp.		13,800		1,756
TechMatrix Corp.		128,000		2,027
Tokyo Electron Ltd.		8,000		3,550
Ulvac, Inc.		286,200		13,428
V Technology Co. Ltd.		49,000		2,350
				103,974
Materials (0.4%):
Hokuetsu Industries Co. Ltd. (b)		127,900		1,318
JCU Corp.		122,300		3,981
Rengo Co. Ltd.		178,400		1,494
Shin-Etsu Chemical Co. Ltd.		13,500		2,323
Taiheiyo Cement Corp.		90,130		2,072
Tosoh Corp.		103,100		1,802
				12,990
Real Estate (0.6%):
Daiwa House Industry Co. Ltd.		59,700		1,746
Mitsubishi Estate Co. Ltd.		251,646		4,073
Open House Co. Ltd.		44,400		2,058
Sumitomo Realty & Development Co. Ltd.		352,200		11,688
				19,565
Utilities (0.5%):
Chubu Electric Power Co., Inc.		1,187,200		14,180
Osaka Gas Co. Ltd.		94,900		1,781
				15,961
				723,882
Jersey (0.1%):
Consumer Discretionary (0.1%):
boohoo Group PLC (b)		382,694		1,730
Korea, Republic Of (1.5%):
Communication Services (0.2%):
KT Corp.		193,448		5,928
NAVER Corp.		5,537		1,797
				7,725
Consumer Discretionary (0.3%):
Hankook Tire & Technology Co. Ltd.		57,939		2,535
Kia Corp.		26,297		2,010
LG Electronics, Inc.		29,645		4,046
				8,591
Consumer Staples (0.1%):
E-MART, Inc.		12,616		1,799
Financials (0.4%):
Hana Financial Group, Inc.		58,138		2,420
KB Financial Group, Inc.		127,377		6,690
Shinhan Financial Group Co. Ltd.		145,090		5,508
				14,618

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Industrials (0.1%):
Samsung Engineering Co. Ltd. (b)		185,858	$	3,150
Information Technology (0.4%):
LG Innotek Co. Ltd.		27,199		4,985
Samsung Electronics Co. Ltd.		85,407		6,163
SK Hynix, Inc.		21,702		2,473
				13,621
				49,504
Luxembourg (0.3%):
Communication Services (0.1%):
RTL Group SA		45,431		2,697
Energy (0.0%): (a)
Tenaris SA		177,227		2,018
Health Care (0.1%):
Eurofins Scientific SE (b)		25,700		2,766
Materials (0.1%):
ArcelorMittal SA (b)		74,133		2,432
				9,913
Malaysia (0.2%):
Communication Services (0.1%):
Telekom Malaysia Bhd		1,731,000		2,575
Financials (0.1%):
CIMB Group Holdings Bhd		1,622,873		1,679
RHB Bank Bhd		2,555,400		3,274
				4,953
				7,528
Mexico (0.1%):
Communication Services (0.1%):
America Movil SAB de CV, ADR		281,160		4,321
Monaco (0.0%): (a)
Materials (0.0%):
Endeavour Mining Corp.		52,312		1,263
Netherlands (3.8%):
Communication Services (0.6%):
Koninklijke KPN NV		5,168,391		17,133
VEON Ltd., ADR (b)		800,743		1,458
				18,591
Consumer Discretionary (0.1%):
Prosus NV		30,020		3,109
Consumer Staples (0.1%):
Koninklijke Ahold Delhaize NV		145,380		4,189
Energy (0.3%):
Royal Dutch Shell PLC Class B		603,664		10,957

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (1.1%):
ABN AMRO Bank NV (b) (c) (d)		319,835	$	4,261
ING Groep NV		2,092,482		28,955
NN Group NV (c)		53,627		2,716
				35,932
Health Care (0.1%):
Pharming Group NV (b) (c)		1,546,697		1,895
QIAGEN NV (b)		36,756		1,806
				3,701
Industrials (0.7%):
PostNL NV		310,277		1,820
SIF Holding NV		160,874		3,187
Wolters Kluwer NV		174,011		16,647
				21,654
Information Technology (0.7%):
ASM International NV		54,853		17,207
ASML Holding NV		5,260		3,511
STMicroelectronics NV		95,896		3,586
				24,304
Materials (0.1%):
Akzo Nobel NV		15,334		1,969
				124,406
New Zealand (0.5%):
Consumer Staples (0.1%):
Scales Corp. Ltd.		625,798		2,093
Health Care (0.3%):
Fisher & Paykel Healthcare Corp. Ltd.		539,840		11,627
Information Technology (0.1%):
Pushpay Holdings Ltd. (b)		2,575,878		3,187
				16,907
Norway (1.1%):
Energy (0.2%):
Aker BP ASA		277,049		8,079
Financials (0.5%):
SpareBank 1 SMN		1,182,053		16,695
Health Care (0.1%):
Medistim ASA		80,939		2,570
Information Technology (0.1%):
Bouvet ASA		42,977		3,333
Materials (0.2%):
Norsk Hydro ASA		865,001		5,654
				36,331
Portugal (0.1%):
Energy (0.1%):
Galp Energia SGPS SA		153,190		1,902

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Russian Federation (0.5%):
Energy (0.3%):
Gazprom PJSC, ADR		514,988	$	3,658
LUKOIL PJSC, ADR		55,935		4,543
				8,201
Financials (0.1%):
Sberbank of Russia PJSC		607,050		2,569
Sberbank of Russia PJSC, ADR		133,507		2,254
				4,823
Materials (0.1%):
Polymetal International PLC		87,213		2,103
				15,127
Singapore (0.4%):
Consumer Discretionary (0.0%): (a)
Genting Singapore Ltd.		2,844,500		1,815
Consumer Staples (0.1%):
Wilmar International Ltd.		707,200		2,549
Financials (0.3%):
DBS Group Holdings Ltd.		111,400		2,525
iFAST Corp. Ltd.		600,200		3,891
Singapore Exchange Ltd.		303,600		2,369
				8,785
				13,149
South Africa (0.6%):
Communication Services (0.2%):
MTN Group (b)		311,113		2,247
Naspers Ltd. Class N		21,876		4,840
				7,087
Financials (0.1%):
Old Mutual Ltd.		2,318,128		2,404
Materials (0.3%):
Gold Fields Ltd.		207,954		2,624
Impala Platinum Holdings Ltd.		146,946		2,673
Kumba Iron Ore Ltd.		69,832		3,243
				8,540
				18,031
Spain (1.1%):
Communication Services (0.5%):
Telefonica SA (c)		3,517,441		17,255
Financials (0.2%):
CaixaBank SA		1,815,059		6,215
Health Care (0.1%):
Faes Farma SA		600,210		2,475
Industrials (0.1%):
ACS Actividades de Construccion y Servicios SA		77,761		2,419

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (0.1%):
Global Dominion Access SA (d)		667,551	$	3,653
Utilities (0.1%):
Acciona SA		11,938		2,012
EDP Renovaveis SA		99,666		2,345
				4,357
				36,374
Sweden (3.1%):
Consumer Discretionary (0.1%):
Boozt AB (b) (d)		114,228		2,702
Consumer Staples (0.1%):
Swedish Match AB		348,220		3,226
Financials (0.1%):
Skandinaviska Enskilda Banken AB Class A		197,577		2,526
Health Care (0.9%):
BioGaia AB B Shares		50,223		2,694
Biotage AB		214,653		4,765
Cellavision AB		72,700		3,092
Probi AB		56,623		3,328
RaySearch Laboratories AB (b)		135,652		1,520
Sectra AB Class B		62,144		4,222
SwedenCare AB		291,595		3,730
Xvivo Perfusion AB (b)		125,432		4,799
				28,150
Industrials (1.7%):
Atlas Copco AB Class B		548,217		28,272
BTS Group AB B Shares		122,226		4,779
CTT Systems AB		150,464		3,571
Eolus Vind AB Class B (c)		139,230		3,337
GARO AB		205,520		3,139
Hexatronic Group AB		347,102		6,064
Sandvik AB		78,418		2,066
SKF AB B Shares		98,309		2,653
Volvo AB Class B		120,760		3,160
				57,041
Information Technology (0.1%):
Telefonaktiebolaget LM Ericsson Class B		197,217		2,613
Materials (0.1%):
Boliden AB		78,147		3,131
Real Estate (0.0%): (a)
Fastighets AB Balder B Shares (b)		31,251		1,985
				101,374
Switzerland (10.3%):
Consumer Staples (2.8%):
Coca-Cola HBC AG		487,633		17,750
Nestle SA Registered Shares		586,083		72,166
				89,916

See notes to financial statements.

23

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (2.2%):
Cembra Money Bank AG		109,581	$	12,448
Julius Baer Group Ltd.		68,571		4,700
Partners Group Holding AG (c)		14,325		21,779
Swiss Life Holding AG		10,740		5,572
UBS Group AG		1,722,143		27,948
				72,447
Health Care (3.1%):
Coltene Holding AG Registered Shares		29,667		4,165
Lonza Group AG Registered Shares		3,975		2,560
Novartis AG Registered Shares		422,335		37,079
Roche Holding AG		164,546		57,241
				101,045
Industrials (1.3%):
Adecco Group AG		477,349		32,896
Kardex Holding AG Registered Shares		12,654		2,843
Schweiter Technologies AG Class BR		1,883		3,213
Zehnder Group AG Registered Shares		26,839		2,490
				41,442
Information Technology (0.3%):
Logitech International SA Class R		50,156		6,214
u-blox Holding AG		44,878		2,886
				9,100
Materials (0.6%):
Gurit Holding AG Class BR		2,381		6,332
Holcim Ltd.		171,042		10,173
Vetropack Holding AG		57,162		3,650
				20,155
				334,105
Taiwan (1.0%):
Financials (0.2%):
Chailease Holding Co. Ltd. (b)		308,520		2,319
Fubon Financial Holding Co. Ltd.		1,224,000		3,189
Shin Kong Financial Holding Co. Ltd.		4,812,076		1,744
				7,252
Information Technology (0.8%):
Catcher Technology Co. Ltd.		506,247		3,354
Hon Hai Precision Industry Co. Ltd.		919,478		3,761
Radiant Opto-Electronics Corp.		662,000		2,815
Realtek Semiconductor Corp.		282,000		5,069
Taiwan Semiconductor Manufacturing Co. Ltd.		507,000		10,915
				25,914
				33,166
Thailand (0.2%):
Consumer Staples (0.1%):
Charoen Pokphand Foods PCL		1,866,400		1,627

See notes to financial statements.

24

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (0.1%):
Kasikornbank PCL		1,044,921	$	3,971
				5,598
Turkey (0.1%):
Communication Services (0.1%):
Turk Telekomunikasyon A/S		1,513,165		1,234
Turkcell Iletisim Hizmetleri A/S		808,005		1,495
				2,729
United Kingdom (14.1%):
Communication Services (1.1%):
4imprint Group PLC (b)		80,861		3,288
BT Group PLC (b)		1,779,860		4,405
Frontier Developments PLC (b)		72,473		2,634
ITV PLC (b)		8,268,701		14,947
Team17 Group PLC (b)		257,944		2,478
Vodafone Group PLC		1,348,511		2,440
WPP PLC		498,472		6,873
				37,065
Consumer Discretionary (1.4%):
AB Dynamics PLC		146,035		4,456
Barratt Developments PLC		250,796		2,673
Focusrite PLC		414,133		7,412
Kingfisher PLC (b)		942,983		4,778
Marks & Spencer Group PLC (b)		921,665		2,146
MJ Gleeson PLC		248,202		3,068
Next PLC (b)		155,989		17,977
Stellantis NV		216,712		4,297
				46,807
Consumer Staples (2.1%):
British American Tobacco PLC		49,992		1,925
Diageo PLC		682,014		32,866
Imperial Brands PLC		829,672		18,803
J Sainsbury PLC		1,784,848		6,709
Nichols PLC		66,792		1,486
Tate & Lyle PLC		209,244		2,274
Tesco PLC		1,023,182		3,237
Unilever PLC		41,296		2,473
				69,773
Energy (1.5%):
BP PLC		6,135,645		26,741
Cairn Energy PLC		617,818		1,421
Royal Dutch Shell PLC Class A		1,131,845		21,566
				49,728
Financials (2.0%):
3i Group PLC		247,771		4,347
Barclays PLC		1,030,742		2,675

See notes to financial statements.

25

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Close Brothers Group PLC		642,830	$	14,914
CMC Markets PLC (d)		518,529		3,623
Intermediate Capital Group PLC		395,322		11,711
Legal & General Group PLC		4,681,603		18,849
Standard Chartered PLC		1,057,655		7,598
				63,717
Health Care (0.7%):
Advanced Medical Solutions Group PLC		613,350		2,385
AstraZeneca PLC		19,262		2,193
EKF Diagnostics Holdings PLC		1,989,087		2,209
Ergomed PLC (b)		192,616		3,382
Hikma Pharmaceuticals PLC		59,997		2,079
Smith & Nephew PLC		337,977		7,350
Tristel PLC		222,075		1,924
				21,522
Industrials (2.0%):
Ashtead Group PLC		352,545		25,671
Avon Rubber PLC		93,933		4,097
Babcock International Group PLC (b)		517,485		2,190
BAE Systems PLC		1,310,341		9,745
Concentric AB		153,993		3,355
Judges Scientific PLC		62,976		5,644
Porvair PLC		182,102		1,480
Renew Holdings PLC		364,203		3,290
Robert Walters PLC		348,391		3,303
SThree PLC		617,434		3,657
Volex PLC		665,724		3,232
				65,664
Information Technology (0.4%):
Aptitude Software Group PLC		378,291		3,239
GB Group PLC		262,773		3,457
Kainos Group PLC		270,035		5,442
				12,138
Materials (2.6%):
Anglo American PLC		325,286		14,425
Croda International PLC		161,077		15,931
Evraz PLC		1,596,214		14,349
Rio Tinto PLC		374,410		32,181
Treatt PLC		368,496		5,985
				82,871
Real Estate (0.2%):
Land Securities Group PLC		201,597		2,002
The British Land Co. PLC		303,708		2,191
Watkin Jones PLC		878,435		2,796
				6,989

See notes to financial statements.

26

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (0.1%):
Centrica PLC (b)		2,418,313	$	1,869
				458,143
Total Common Stocks (Cost $2,477,843)				3,193,711
Exchange-Traded Funds (0.2%)
United States (0.2%):
iShares Core MSCI EAFE ETF		47,614		3,657
iShares Core MSCI Emerging Markets ETF		8,375		558
iShares MSCI EAFE Small-Cap ETF		31,603		2,406
				6,621
Total Exchange-Traded Funds (Cost $6,353)				6,621
Collateral for Securities Loaned^ (5.3%)
United States (5.3%):
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (f)		31,350,317		31,350
Goldman Sachs Financial Square Government Fund Institutional Shares, 0.03% (f)		9,723,970		9,724
HSBC U.S. Government Money Market Fund I Shares, 0.03% (f)		130,078,324		130,079
Total Collateral for Securities Loaned (Cost $171,153)				171,153
Total Investments (Cost $2,655,349) — 103.6%				3,371,485
Liabilities in excess of other assets — (3.6)%				(117,588	)
NET ASSETS — 100.00%			$	3,253,897

^  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)  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 May 31, 2021, the fair value of these securities was $26,907 (thousands) and amounted to 0.8% of net assets.

(e)  Rounds to less than $1 thousand.

(f)  Rate disclosed is the daily yield on May 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.

27

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)

	USAA International Fund
Assets:
Investments, at value (Cost $2,655,349)	$	3,371,485	(a)
Foreign currency, at value (Cost $11,312)		11,316
Cash		24,050
Receivables:
Interest and dividends		13,200
Capital shares issued		779
Investments sold		4,129
Reclaims		7,544
From Adviser		135
Prepaid expenses		22
Total Assets		3,432,660
Liabilities:
Payables:
Collateral received on loaned securities		171,153
Investments purchased		3,608
Capital shares redeemed		641
Accrued foreign capital gains taxes		533
Accrued expenses and other payables:
Investment advisory fees		1,919
Administration fees		342
Custodian fees		127
Transfer agent fees		276
Compliance fees		2
Trustees' fees		1
12b-1 fees		—	(b)
Other accrued expenses		161
Total Liabilities		178,763
Net Assets:
Capital		2,434,651
Total accumulated earnings/(loss)		819,246
Net Assets	$	3,253,897
Net Assets
Fund Shares	$	1,608,436
Institutional Shares		1,644,340
Class A		1,093
Class R6		28
Total	$	3,253,897
Shares (unlimited number of shares authorized with no par value):
Fund Shares		54,606
Institutional Shares		56,013
Class A		37
Class R6		1
Total		110,657

(continues on next page)

See notes to financial statements.

28

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

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

	USAA International Fund
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	29.46
Institutional Shares	$	29.36
Class A	$	29.25
Class R6	$	29.65
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	$	31.04

(a)  Includes $165,346 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.

29

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)

	USAA International Fund
Investment Income:
Dividends	$	99,069
Interest		11
Securities lending (net of fees)		792
Foreign tax withholding		(9,718	)
Total Income		90,154
Expenses:
Investment advisory fees		21,394
Administration fees — Fund Shares		2,239
Administration fees — Institutional Shares		1,555
Administration fees — Class A		10
Administration fees — R6		2
Sub-Administration fees		91
12b-1 fees — Class A		17
Custodian fees		803
Transfer agent fees — Fund Shares		1,854
Transfer agent fees — Institutional Shares		1,555
Transfer agent fees — Class A		6
Transfer agent fees — Class R6		—	(a)
Trustees' fees		52
Compliance fees		19
Legal and audit fees		213
State registration and filing fees		83
Interfund lending fees		1
Interest fees		20
Other expenses		411
Total Expenses		30,325
Expenses waived/reimbursed by Adviser		(446	)
Net Expenses		29,879
Net Investment Income (Loss)		60,275
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		194,594
Foreign taxes on realized gains		(169	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		765,064
Net change in accrued foreign taxes on unrealized gains		(515	)
Net realized/unrealized gains (losses) on investments		958,974
Change in net assets resulting from operations	$	1,019,249

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

30

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA International Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	60,275		$	58,220
Net realized gains (losses) from investments		194,425			554,267
Net change in unrealized appreciation/depreciation on investments		764,549			(769,995	)
Change in net assets resulting from operations		1,019,249			(157,508	)
Distributions to Shareholders:
Fund Shares		(28,796	)		(374,850	)
Institutional Shares		(31,477	)		(364,227	)
Class A		(127	)		(1,941	)
Class R6		(87	)		(1,190	)
Change in net assets resulting from distributions to shareholders		(60,487	)		(742,208	)
Change in net assets resulting from capital transactions		(537,018	)		49,137
Change in net assets		421,744			(850,579	)
Net Assets:
Beginning of period		2,832,153			3,682,732
End of period	$	3,253,897		$	2,832,153

(continues on next page)

See notes to financial statements.

31

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA International Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	80,765		$	168,101
Distributions reinvested		28,329			367,804
Cost of shares redeemed		(359,583	)		(369,347	)
Total Fund Shares	$	(250,489	)	$	166,558
Institutional Shares
Proceeds from shares issued	$	78,811		$	226,207
Distributions reinvested		31,451			363,973
Cost of shares redeemed		(384,872	)		(708,658	)
Total Institutional Shares	$	(274,610	)	$	(118,478	)
Class A
Proceeds from shares issued	$	6,788		$	1,350
Distributions reinvested		16			309
Cost of shares redeemed		(14,243	)		(727	)
Total Class A	$	(7,439	)	$	932
Class R6
Proceeds from shares issued	$	50		$	938
Distributions reinvested		—	(a)		172
Cost of shares redeemed		(4,530	)		(985	)
Total Class R6	$	(4,480	)	$	125
Change in net assets resulting from capital transactions	$	(537,018	)	$	49,137
Share Transactions:
Fund Shares
Issued		3,115			6,674
Reinvested		1,111			13,947
Redeemed		(14,241	)		(14,914	)
Total Fund Shares		(10,015	)		5,707
Institutional Shares
Issued		3,189			9,486
Reinvested		1,238			13,849
Redeemed		(15,106	)		(25,837	)
Total Institutional Shares		(10,679	)		(2,502	)
Class A
Issued		305			47
Reinvested		1			12
Redeemed		(568	)		(30	)
Total Class A		(262	)		29
Class R6
Issued		2			31
Reinvested		—	(b)		6
Redeemed		(157	)		(37	)
Total Class R6		(155	)		—	(b)
Change in Shares		(21,111	)		3,234

(a)  Rounds to less than $1 thousand.

(b)  Rounds to less than 500 shares.

See notes to financial statements.

32

This page is intentionally left blank.

33

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 International Fund
Fund Shares
Year Ended: May 31, 2021	$	21.53		0.49	(e)		7.94			8.43			(0.50	)		—
May 31, 2020	$	28.70		0.44	(e)		(1.12	)		(0.68	)		(0.73	)		(5.76	)
May 31, 2019	$	32.82		0.53			(2.41	)		(1.88	)		(0.44	)		(1.80	)
May 31, 2018	$	31.16		0.60			2.08			2.68			(0.63	)		(0.39	)
May 31, 2017	$	26.40		0.42			4.76			5.18			(0.42	)		—
Institutional Shares
Year Ended: May 31, 2021	$	21.46		0.51	(e)		7.91			8.42			(0.52	)		—
May 31, 2020	$	28.61		0.47	(e)		(1.12	)		(0.65	)		(0.74	)		(5.76	)
May 31, 2019	$	32.72		0.56			(2.41	)		(1.85	)		(0.46	)		(1.80	)
May 31, 2018	$	31.07		0.64			2.06			2.70			(0.66	)		(0.39	)
May 31, 2017	$	26.34		0.45			4.74			5.19			(0.46	)		—
Class A
Year Ended: May 31, 2021	$	21.39		0.37	(e)		7.93			8.30			(0.44	)		—
May 31, 2020	$	28.58		0.36	(e)		(1.10	)		(0.74	)		(0.69	)		(5.76	)
May 31, 2019	$	32.67		0.47			(2.41	)		(1.94	)		(0.35	)		(1.80	)
May 31, 2018	$	31.04		0.53			2.04			2.57			(0.55	)		(0.39	)
May 31, 2017	$	26.31		0.35			4.74			5.09			(0.36	)		—
Class R6
Year Ended:
May 31, 2021	$	21.52		0.49	(e)		8.19			8.68			(0.55	)		—
May 31, 2020	$	28.66		0.49	(e)		(1.12	)		(0.63	)		(0.75	)		(5.76	)
August 17, 2018 (h) through May 31, 2019	$	32.01		0.52	(e)		(1.54	)		(1.02	)		(0.53	)		(1.80	)

*  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, 2020 and in effect through June 30, 2023, 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.

See notes to financial statements.

34

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)(c)			Net Investment Income (Loss)(b)			Gross Expenses(b)(c)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(d)
USAA International Fund
Fund Shares
Year Ended: May 31, 2021		(0.50	)	$	29.46		39.52	%		1.01	%		1.94	%		1.03	%	$	1,608,436		67	%(f)
May 31, 2020		(6.49	)	$	21.53		(6.13	)%		1.06	%		1.68	%		1.07	%	$	1,391,279		119	%(g)
May 31, 2019		(2.24	)	$	28.70		(5.14	)%		1.08	%		1.76	%		1.08	%	$	1,690,782		30	%
May 31, 2018		(1.02	)	$	32.82		8.61	%		1.08	%		1.58	%		1.08	%	$	1,876,020		36	%
May 31, 2017		(0.42	)	$	31.16		19.87	%		1.11	%		1.33	%		1.11	%	$	1,696,372		40	%
Institutional Shares
Year Ended: May 31, 2021		(0.52	)	$	29.36		39.61	%		0.94	%		2.00	%		0.95	%	$	1,644,340		67	%(f)
May 31, 2020		(6.50	)	$	21.46		(6.05	)%		0.99	%		1.77	%		0.99	%	$	1,431,107		119	%(g)
May 31, 2019		(2.26	)	$	28.61		(5.06	)%		1.00	%		1.81	%		1.00	%	$	1,979,758		30	%
May 31, 2018		(1.05	)	$	32.72		8.68	%		1.00	%		1.62	%		1.00	%	$	2,349,281		36	%
May 31, 2017		(0.46	)	$	31.07		19.97	%		1.00	%		1.43	%		1.00	%	$	2,308,470		40	%
Class A
Year Ended: May 31, 2021		(0.44	)	$	29.25		39.11	%		1.30	%		1.47	%		1.56	%	$	1,093		67	%(f)
May 31, 2020		(6.45	)	$	21.39		(6.37	)%		1.35	%		1.37	%		1.39	%	$	6,402		119	%(g)
May 31, 2019		(2.15	)	$	28.58		(5.39	)%		1.35	%		1.52	%		1.41	%	$	7,715		30	%
May 31, 2018		(0.94	)	$	32.67		8.29	%		1.35	%		1.29	%		1.42	%	$	8,101		36	%
May 31, 2017		(0.36	)	$	31.04		19.58	%		1.35	%		1.08	%		1.51	%	$	7,540		40	%
Class R6
Year Ended:
May 31, 2021		(0.55	)	$	29.65		40.78	%		0.80	%		1.95	%		1.22	%	$	28		67	%(f)
May 31, 2020		(6.51	)	$	21.52		(5.95	)%		0.85	%		1.83	%		1.18	%	$	3,365		119	%(g)
August 17, 2018 (h) through May 31, 2019		(2.33	)	$	28.66		(2.55	)%		0.85	%		2.19	%		2.03	%	$	4,477		30	%

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2020, 2019, 2018, and 2017. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

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

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

(f)  Reflects a return to normal trading levels after a prior year transition.

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

(h)  Commencement of operations.

See notes to financial statements.

35

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 International Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

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

36

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the 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 May 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	$	103,791	$	3,089,920	$	—	$	3,193,711
Exchange-Traded Funds		6,621		—		—		6,621
Collateral for Securities Loaned		171,153		—		—		171,153
Total	$	281,565	$	3,089,920	$	—	$	3,371,485

For the year ended May 31, 2021, there were no transfers in or out of Level 3 in the 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 fixed 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

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

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 May 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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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

38

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	165,346	$	—	$	171,153

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 May 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.

39

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	1,975,248	$	2,520,295

There were no purchases or sales of U.S. government securities during the year ended May 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 May 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.3
USAA Cornerstone Equity Fund		1.0
USAA Target Retirement Income Fund		0.0	(a)
USAA Target Retirement 2040 Fund		0.0	(a)
USAA Target Retirement 2050 Fund		0.0	(a)
USAA Target Retirement 2060 Fund		0.0	(a)

(a) 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the 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 year ended May 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.

40

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper International Funds Index. The Lipper International Funds Index tracks the total return performance of the largest funds within the Lipper International 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)
	+/- 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.

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 International Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to May 31, 2021, performance adjustments were $(758), $(776), $(4), and $(2) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.05)%, (0.05)%, (0.06)%, and (0.05)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 entered into Investment Subadvisory Agreements with Lazard Asset Management LLC ("Lazard") and Wellington Management Company LLP ("Wellington Management"). Lazard and Wellington Management each directed 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. Effective March 1, 2021, Lazard is no longer a subadviser to the Fund.

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 of the Fund Shares, Institutional Shares, Class A, and Class R6, respectively. Amounts incurred for the year ended May 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

41

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 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 Fund 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 year ended May 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 Institutional Shares, Class A, and Class R6 are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

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 of the Fund. Amounts incurred and paid to the Distributor for the year ended May 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 year ended May 31, 2021, the Distributor received less than $1 thousand in commissions on the 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 year ended May 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 June 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. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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

42

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

May 31, 2021, the expense limits (excluding voluntary waivers) were 1.06%, 0.99%, 1.35% and 0.85% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	91	$	446	$	537

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 year ended May 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant 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

43

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Stock Market Risk — Overall stock 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.

7. Borrowing and Interfund Lending:

Line of Credit:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the

44

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 31, 2021, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	1,632		26		0.58	%	$	3,992

*  For the year ended May 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)			Capital
$	(4,122	)	$	4,122

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021				Year Ended May 31, 2020
Distributions paid from				Distributions paid from
Ordinary Income		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	60,487	$	60,487	$	98,693	$	643,515	$	742,208

45

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	57,751	$	110,339	$	111	$	168,201	$	651,045	$	819,246

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales and passive foreign investment company.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	2,720,440	$	798,120	$	(147,075	)	$	651,045

46

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA International Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA International Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

47

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

48

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

49

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

50

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

51

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

52

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

53

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
Fund Shares	$	1,000.00	$	1,183.10	$	1,019.90	$	5.50	$	5.09		1.01	%
Institutional Shares		1,000.00		1,183.20		1,020.24		5.12		4.73		0.94
Class A		1,000.00		1,181.80		1,018.55		6.96		6.44		1.28
Class R6		1,000.00		1,192.30		1,020.99		4.32		3.98		0.79

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

54

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions		Foreign Taxes Paid
	—	%(a)		80	%	$	722	$	3,400	$	9,120

(a)  Less than 1%.

55

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

  (Unaudited)

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

USAA International 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 Lazard Asset Management LLC¹ and Wellington Management Company LLP (each, a "Subadviser" and together, 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 the Subadvisers' 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 each Subadvisory Agreement 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

¹  Effective March 1, 2021, the Subadviser is no longer a subadviser to the Fund.

56

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

  (Unaudited)

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. 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 adjustment², 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 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 the Subadvisers' 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

²  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.

57

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

  (Unaudited)

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 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.

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 waived a portion of its management fee and/or reimbursed certain expenses with respect 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 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) the Subadvisers' compensation and any other benefits derived from the subadvisory relationships; (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.

58

USAA Mutual Funds Trust Supplemental Information —continued
May 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 the Subadvisers' 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 Subadvisers' levels 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 the Subadvisers' brokerage practices. The Board also considered each Subadviser's regulatory and compliance history. The Board also took into account the Subadvisers' 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 checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to 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 the Subadvisers and the profitability to the Subadvisers of their relationships 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 the Subadvisers from their relationships 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 the Subadvisers' 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 the Subadvisers charge 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 the Subadvisers. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadvisers. The Board was mindful of the Adviser's focus on the Subadvisers' performance. The Board also noted the Subadvisers' 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.

59

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

60

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

23409-0721

MAY 31, 2021

Annual Report

USAA Sustainable World Fund

(Formerly USAA World Growth Fund)

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
Financial Statements
Statement of Assets and Liabilities	31
Statement of Operations	32
Statements of Changes in Net Assets	33
Financial Highlights	36
Notes to Financial Statements	38
Report of Independent Registered Public Accounting Firm	49
Supplemental Information (Unaudited)	50
Trustees' and Officers' Information	50
Proxy Voting and Portfolio Holdings Information	56
Expense Examples	56
Additional Federal Income Tax Information	57
Advisory Contract Agreement	58
Liquidity Risk Management Program	62
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Sustainable World Fund
(Formerly USAA World Growth Fund)

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first part of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to help withstand the effects of the coronavirus.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the first quarter reporting period, climbing from under 1% to 1.74%.

During the last few months of the reporting period, equity markets have been consolidating and interest rates leveling off after large upswings. With strong first quarter GDP and corporate earnings growth in the rearview mirror, investors seem to be contemplating their next move. Inflation data has been increasing as the economy reopens more quickly than expected. The Fed maintains that inflationary pressure is transitory but could become more persistent. The inflationary environment will be a key metric moving into the second half of the year.

4

USAA Mutual Funds Trust

USAA Sustainable World Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Sustainable World Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended May 31, 2021, the Fund Shares, Institutional Shares, and Class A had a total return of 39.07%, 39.21%, and 38.73% respectively. This compares to returns of 41.85% for the MSCI All Country World Index,¹ 40.63% for the MSCI World Index, and 44.99% for the Lipper Global Funds Index.

Victory Capital Management Inc. ("VCM") is the Fund's investment adviser. As the investment adviser, VCM employs dedicated resources to support the research, selection, and monitoring of the Fund's subadvisers. MFS Investment Management² is an external subadviser to the Fund, while RS Investments Global, RS Investments Value³, Sophus Capital³, Trivalent Investments³, NewBridge Asset Management³, and THB Asset Management³ are Victory Capital Management investment franchises that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadviser and the investment franchises.

•  What strategies did you employ during the reporting period?

Effective October 1, 2020, the Fund's name changed to USAA Sustainable World Fund. In addition, the Fund's investment strategy and risks were updated to reflect the fact that the Fund's managers will utilize sustainability, responsible investing or environmental, social and governance ("ESG") criteria to enhance their fundamental, qualitative, and/or quantitative investment processes. ESG and sustainability data and research inform the manager's views of investment opportunities or risk assessments.

During the one-year period ending on May 31, 2021, the Fund underperformed the MSCI All Country World Index. On a country basis, China, Taiwan, and India were detractors from overall performance, mainly driven by negative stock selection. This was offset by positive stock selection in the United Kingdom, Japan, and Norway.

From a sector perspective, Consumer Discretionary detracted the most, driven by negative stock selection, which was somewhat offset by positive stock selection and allocation effects in Industrials and the Utilities sector. The Information Technology sector, which is the largest sector in the benchmark, had a positive stock selection effect, even in the face of a rotation out of growth tech names that was underway during the first quarter of 2021.

Thank you for allowing us to assist you with your investment needs.

¹As of October 1, 2020, the MSCI All Country World Index replaced the MSCI World Index as the Fund's primary benchmark because this index is more representative of the Fund's investment universe.

²Effective March 19, 2021, MFS no longer manages the Fund.

³Victory Capital Management investment franchises added to the Fund during the reporting period were RS Investments Value, Sophus Capital, Trivalent Investments, NewBridge Asset Management, and THB Asset Management.

5

USAA Mutual Funds Trust

USAA Sustainable World Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares			Institutional Shares			Class A
INCEPTION DATE	10/1/92			8/7/15			8/1/10
	Net Asset Value			Net Asset Value			Net Asset Value			MSCI All-Country World Index1			MSCI World Index			Lipper Global Funds Index2
One Year		39.07	%		39.21	%		38.73	%		41.85	%		40.63	%		44.99	%
Five Year		14.23	%		14.30	%		13.93	%		14.18	%		14.23	%		13.73	%
Ten Year		11.05	%		NA			10.77	%		9.58	%		10.31	%		9.31	%
Since Inception		NA			11.62	%		NA			NA			NA			NA

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Sustainable World Fund — Growth of $10,000

¹As of October 1, 2020, the MSCI All Country World Index replaced the MSCI World Index as the Fund's primary benchmark because this index is more representative of the Fund's investment universe. The unmanaged MSCI All-Country World Index is a free float-adjusted, market capitalization-weighted index designed to measure the performance of large- and mid-cap stocks across developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged MSCI World Index reflects the movements of world stock markets by representing a broad selection of domestically listed companies within each market. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

³The unmanaged Lipper Global Funds Index tracks the total return performance of funds within the Lipper Global Funds category. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Sustainable World Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks capital appreciation.

Top 10 Sectors:

May 31, 2021

(% of Net Assets)

Information Technology	21.8	%
Financials	15.1	%
Consumer Discretionary	12.7	%
Industrials	11.5	%
Health Care	11.4	%
Communication Services	9.1	%
Consumer Staples	6.0	%
Materials	4.9	%
Energy	3.7	%
Utilities	1.7	%

Country Allocation:

May 31, 2021

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio 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%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Common Stocks (98.9%)
Australia (1.8%):
Consumer Discretionary (0.5%):
Aristocrat Leisure Ltd.		236,613	$	7,653
Lovisa Holdings Ltd.		26,411		286
PWR Holdings Ltd.		69,861		336
				8,275
Energy (0.0%): (a)
Santos Ltd.		64,859		344
Financials (0.5%):
Australia & New Zealand Banking Group Ltd.		34,389		767
Macquarie Group Ltd.		53,949		6,347
				7,114
Health Care (0.5%):
CSL Ltd.		32,708		7,303
Nanosonics Ltd. (b)		61,977		266
Sonic Healthcare Ltd.		15,323		411
				7,980
Industrials (0.1%):
Austal Ltd.		248,175		456
Johns Lyng Group Ltd.		97,070		321
				777
Materials (0.1%):
Ramelius Resources Ltd.		412,835		620
Rio Tinto Ltd.		14,938		1,417
				2,037
Real Estate (0.1%):
Charter Hall Group		39,929		437
Stockland		111,630		402
				839
				27,366
Austria (0.0%): (a)
Financials (0.0%):
Raiffeisen Bank International AG		9,447		225
Belgium (0.4%):
Consumer Staples (0.0%): (a)
Anheuser-Busch InBev SA		5,834		442
Financials (0.0%): (a)
KBC Group NV		5,110		418
Health Care (0.0%): (a)
UCB SA		5,298		497

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Information Technology (0.4%):
Melexis NV		48,384	$	5,046
				6,403
Bermuda (0.9%):
Financials (0.2%):
RenaissanceRe Holdings Ltd.		20,200		3,113
Industrials (0.6%):
Triton International Ltd.		169,751		9,209
Utilities (0.1%):
China Gas Holdings Ltd.		253,000		962
				13,284
Brazil (0.6%):
Communication Services (0.0%): (a)
TIM SA		269,300		625
Consumer Discretionary (0.1%):
Petrobras Distribuidora SA		161,700		793
Financials (0.1%):
B3 SA - Brasil Bolsa Balcao		324,600		1,089
Industrials (0.1%):
Randon SA Implementos e Participacoes Preference Shares		172,800		495
SIMPAR SA		78,200		746
				1,241
Materials (0.3%):
Klabin SA (b)		127,200		639
Vale SA		58,400		1,251
Vale SA, ADR		94,800		2,040
				3,930
Real Estate (0.0%): (a)
Multiplan Empreendimentos Imobiliarios SA		149,200		733
Utilities (0.0%): (a)
Neoenergia SA		158,300		567
				8,978
Canada (2.8%):
Consumer Discretionary (0.3%):
Lululemon Athletica, Inc. (b)		9,977		3,224
Magna International, Inc.		12,200		1,227
				4,451
Energy (0.4%):
Parex Resources, Inc. (b)		373,704		6,380
Industrials (0.7%):
Canadian Pacific Railway Ltd. (c)		118,560		9,629
Exco Technologies, Ltd.		32,741		297

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Savaria Corp.		19,253	$	310
				10,236
Information Technology (0.9%):
Constellation Software, Inc.		7,926		11,377
Shopify, Inc. Class A (b)		2,297		2,855
				14,232
Materials (0.5%):
Kirkland Lake Gold Ltd. (c)		151,810		6,581
Wesdome Gold Mines Ltd. (b)		60,276		556
				7,137
				42,436
Chile (0.1%):
Financials (0.1%):
Banco de Chile		7,042,115		705
China (5.1%):
Communication Services (1.7%):
Baidu, Inc., ADR (b)		34,311		6,734
Tencent Holdings Ltd.		245,100		19,163
				25,897
Consumer Discretionary (0.9%):
Alibaba Group Holding Ltd., ADR (b)		22,794		4,877
China Meidong Auto Holdings Ltd.		851,212		4,539
China Yongda Automobiles Services Holdings Ltd.		375,500		662
JD.com, Inc., ADR (b)		14,732		1,089
Jiumaojiu International Holdings Ltd. (b) (d)		231,000		908
Meituan Class B (b) (d)		36,200		1,269
				13,344
Consumer Staples (0.7%):
By-health Co. Ltd. Class A		106,700		620
China Feihe Ltd. (d)		262,000		714
Foshan Haitan Flavouring & Food Co. Ltd. Class A		388,316		8,296
Wuliangye Yibin Co. Ltd. Class A		16,888		842
				10,472
Energy (0.0%): (a)
China Oilfield Services Ltd. Class H		646,000		602
Financials (0.9%):
China Merchants Bank Co. Ltd. Class H		231,000		2,137
Industrial & Commercial Bank of China Ltd. Class H (c)		13,040,370		8,561
Ping An Insurance Group Co. of China Ltd.		121,000		1,322
Postal Savings Bank of China Co. Ltd. Class H (d)		1,494,000		1,073
				13,093

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Health Care (0.1%):
Pharmaron Beijing Co. Ltd. Class H (d)		28,800	$	677
Wuxi Biologics Cayman, Inc. (b) (d)		81,500		1,210
				1,887
Industrials (0.3%):
Airtac International Group		19,000		688
COSCO SHIPPING Holdings Co. Ltd. Class H (b)		457,500		956
Hangcha Group Co. Ltd. Class A		145,854		453
Luxshare Precision Industry Co. Ltd. Class A (b)		94,800		586
Zoomlion Heavy Industry Science and Technology Co. Ltd. Class H		798,800		993
				3,676
Information Technology (0.2%):
21Vianet Group, Inc., ADR (b)		28,338		632
Chinasoft International Ltd.		722,000		928
Xiaomi Corp. Class B (b) (d)		243,200		898
Yonyou Network Technology Co. Ltd. Class A		106,575		607
				3,065
Materials (0.2%):
China Hongqiao Group Ltd.		658,500		1,062
China Molybdenum Co. Ltd. Class H		1,083,000		726
Wanhua Chemical Group Co. Ltd. Class A		55,300		950
				2,738
Real Estate (0.1%):
Shimao Services Holdings Ltd. (d)		435,000		1,169
Utilities (0.0%): (a)
China Longyuan Power Group Corp. Ltd. Class H		346,000		497
				76,440
Denmark (0.7%):
Consumer Discretionary (0.0%): (a)
Pandora A/S		3,012		407
TCM Group A/S		9,036		240
				647
Consumer Staples (0.6%):
Carlsberg A/S Class B		4,152		763
Royal Unibrew A/S		59,719		7,717
				8,480
Health Care (0.0%): (a)
GN Store Nord A/S		5,801		493
Industrials (0.1%):
AP Moller - Maersk A/S Class B		290		800
INVISIO AB		15,234		375
				1,175

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Utilities (0.0%): (a)
Orsted A/S (d)		2,838	$	434
				11,229
Finland (0.0%): (a)
Industrials (0.0%):
Metso Outotec Oyj		57,284		679
France (3.1%):
Communication Services (0.0%): (a)
Publicis Groupe SA		9,301		628
Consumer Discretionary (0.5%):
Faurecia SE (b)		99,592		5,464
LVMH Moet Hennessy Louis Vuitton SE		1,607		1,287
				6,751
Energy (0.4%):
Gaztransport Et Technigaz SA		54,488		4,534
TotalEnergies SE		17,336		809
				5,343
Financials (0.7%):
Amundi SA (d)		3,780		336
AXA SA		21,880		609
BNP Paribas SA (c)		143,471		9,876
				10,821
Health Care (0.1%):
Pharmagest Interactive (b)		1,254		139
Sanofi		6,193		663
Sartorius Stedim Biotech		1,270		550
Vetoquinol SA (b)		2,414		311
				1,663
Industrials (0.6%):
Alstom SA (b)		5,593		315
Cie de Saint-Gobain (b)		11,441		768
Safran SA		46,860		7,085
Teleperformance		1,224		469
Thermador Groupe		4,487		477
				9,114
Information Technology (0.1%):
Capgemini SE		3,655		683
Esker SA (b)		2,648		733
Lectra		8,890		352
				1,768
Materials (0.7%):
Arkema SA		80,268		10,634
				46,722

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Germany (1.6%):
Communication Services (0.1%):
Deutsche Telekom AG		44,991	$	936
Consumer Discretionary (0.7%):
HelloFresh SE (b)		4,304		389
Volkswagen AG Preference Shares		39,526		10,880
				11,269
Energy (0.1%):
CropEnergies AG		21,667		287
VERBIO Vereinigte BioEnergie AG		10,041		553
				840
Financials (0.1%):
Allianz SE Registered Shares		3,337		886
Hannover Rueck SE		1,711		300
Muenchener Rueckversicherungs-Gesellschaft AG Class R		1,009		290
				1,476
Health Care (0.1%):
Eckert & Ziegler Strahlen- und Medizintechnik AG		5,404		585
Merck KGaA		3,698		665
Nexus AG		6,905		542
				1,792
Industrials (0.2%):
2G Energy AG (b)		2,978		339
Amadeus Fire AG		1,977		366
Cewe Stiftung & Co. KGaA		1,518		249
Deutsche Post AG Registered Shares		15,353		1,043
Dr Hoenle AG		7,496		419
Siemens AG Registered Shares		2,942		483
				2,899
Information Technology (0.2%):
AIXTRON SE		13,296		271
Basler AG		4,173		555
Infineon Technologies AG		10,022		405
LPKF Laser & Electronics AG		10,544		294
PVA TePla AG (b)		9,470		272
SAP SE		3,607		505
Secunet Security Networks AG		1,272		591
				2,893
Materials (0.0%): (a)
Covestro AG (d)		4,866		340
HeidelbergCement AG		3,683		336
				676

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Real Estate (0.1%):
alstria office REIT-AG		14,487	$	265
LEG Immobilien SE		2,982		439
				704
Utilities (0.0%): (a)
E.ON SE		55,481		675
				24,160
Greece (0.1%):
Financials (0.0%): (a)
National Bank of Greece SA (b)		217,952		657
Industrials (0.1%):
Mytilineos SA (b)		35,685		662
				1,319
Hong Kong (0.3%):
Consumer Discretionary (0.1%):
JS Global Lifestyle Co. Ltd. (b) (d)		259,000		762
Xinyi Glass Holdings Ltd.		129,813		508
				1,270
Consumer Staples (0.0%): (a)
WH Group Ltd. (d)		414,171		357
Financials (0.1%):
BOC Hong Kong Holdings Ltd.		360,273		1,329
Industrials (0.0%): (a)
Pacific Basin Shipping Ltd. (b)		1,622,000		612
Information Technology (0.1%):
ASM Pacific Technology Ltd.		54,500		719
Real Estate (0.0%): (a)
CK Asset Holdings Ltd.		46,817		319
Sun Hung Kai Properties Ltd.		23,409		366
				685
				4,972
India (0.7%):
Energy (0.1%):
Hindustan Petroleum Corp. Ltd.		250,372		969
Petronet LNG Ltd.		187,096		622
				1,591
Financials (0.2%):
Bandhan Bank Ltd. (b) (d)		4,330		18
Cholamandalam Investment & Finance Co. Ltd.		133,935		1,004
Federal Bank Ltd. (b)		658,112		807
HDFC Bank Ltd., ADR (b)		9,479		726
LIC Housing Finance Ltd.		139,889		879
				3,434

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Health Care (0.1%):
Divi's Laboratories Ltd. (b)		11,698	$	665
Dr Reddy's Laboratories Ltd.		10,785		772
				1,437
Information Technology (0.2%):
Infosys Ltd., ADR		110,830		2,143
Materials (0.1%):
Asian Paints Ltd.		17,768		721
Dalmia Bharat Ltd. (b)		16,834		412
NMDC Ltd.		378,551		935
				2,068
				10,673
Indonesia (0.7%):
Communication Services (0.6%):
PT Telkom Indonesia Persero Tbk		42,718,338		9,798
Financials (0.1%):
PT Bank Negara Indonesia Persero Tbk		2,020,300		735
				10,533
Ireland (1.4%):
Health Care (0.1%):
ICON PLC (b)		3,722		833
Industrials (1.3%):
DCC PLC		7,563		642
Eaton Corp. PLC		102,785		14,930
Trane Technologies PLC		21,596		4,025
				19,597
				20,430
Italy (2.0%):
Energy (0.5%):
Snam SpA		1,292,734		7,607
Financials (0.3%):
Banca Generali SpA (b)		98,315		3,958
Health Care (0.6%):
El.En. SpA		13,882		738
Recordati Industria Chimica e Farmaceutica SpA (c)		144,235		8,038
				8,776
Industrials (0.0%): (a)
Leonardo SpA		41,198		360
Information Technology (0.1%):
Nexi SpA (b) (d)		22,938		466
Sesa SpA (b)		4,257		666
				1,132

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Utilities (0.5%):
ACEA SpA		19,103	$	457
Enel SpA (c)		769,611		7,631
				8,088
				29,921
Japan (6.3%):
Communication Services (1.2%):
Capcom Co. Ltd.		275,908		8,868
Kakaku.com, Inc.		189,591		5,644
KDDI Corp.		21,049		718
Nintendo Co. Ltd.		1,276		790
Nippon Telegraph & Telephone Corp.		29,234		792
SoftBank Group Corp.		3,406		259
ValueCommerce Co. Ltd.		11,200		312
ZIGExN Co. Ltd.		71,700		258
				17,641
Consumer Discretionary (0.9%):
Shoei Co. Ltd.		13,100		477
Sony Group Corp.		22,551		2,242
The Furukawa Battery Co. Ltd. (b)		18,300		265
Toyo Tire Corp.		20,409		415
Toyota Motor Corp.		14,900		1,237
ZOZO, Inc.		245,100		8,340
				12,976
Consumer Staples (0.5%):
Asahi Group Holdings Ltd.		12,191		589
Create SD Holdings Co. Ltd.		6,300		186
Rock Field Co. Ltd.		18,000		260
Seven & i Holdings Co. Ltd.		8,616		379
Toyo Suisan Kaisha Ltd.		137,449		5,604
Transaction Co. Ltd.		20,600		257
				7,275
Financials (0.9%):
JAFCO Group Co. Ltd.		74,331		5,434
Mitsubishi UFJ Financial Group, Inc.		936,912		5,381
Mizuho Financial Group, Inc.		43,111		668
Nomura Holdings, Inc.		61,772		339
ORIX Corp.		50,074		885
Sumitomo Mitsui Financial Group, Inc.		9,675		354
Sumitomo Mitsui Trust Holdings, Inc.		7,332		256
				13,317
Health Care (0.5%):
As One Corp.		3,844		445
BML, Inc.		10,700		364
EPS Holdings, Inc.		13,000		192
Hoya Corp.		44,702		5,875

See notes to financial statements.

16

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Japan Lifeline Co. Ltd.		20,800	$	266
Japan Medical Dynamic Marketing, Inc.		17,700		327
Ono Pharmaceutical Co. Ltd.		21,799		497
Takeda Pharmaceutical Co. Ltd.		8,600		294
				8,260
Industrials (1.4%):
Altech Corp.		14,900		269
Dai-Dan Co. Ltd.		10,500		259
Denyo Co. Ltd.		14,700		274
Fuji Electric Co. Ltd.		8,000		376
Giken Ltd.		5,300		217
gremz, Inc. (b)		15,200		256
ITOCHU Corp.		42,209		1,273
JAC Recruitment Co. Ltd.		15,100		253
Komatsu Ltd.		11,700		353
Maeda Kosen Co. Ltd.		13,900		440
Mirait Holdings Corp.		16,400		292
Mitsubishi Electric Corp.		27,001		421
Mitsui & Co. Ltd.		27,220		602
Nippon Parking Development Co. Ltd.		198,500		276
Nippon Yusen		221,754		9,036
Obayashi Corp.		34,125		290
OKUMA Corp.		86,800		4,552
Rheon Automatic Machinery Co. Ltd.		22,400		268
Rozetta Corp.		9,500		174
S-Pool, Inc.		79,100		633
Taisei Corp.		7,549		267
Yamato Holdings Co. Ltd.		11,161		305
				21,086
Information Technology (0.8%):
Comture Corp.		14,400		303
Digital Arts, Inc.		1,800		132
Double Standard, Inc. (b)		3,700		158
Fujitsu Ltd.		4,359		711
Fukui Computer Holdings, Inc.		14,900		591
Future Corp.		14,900		270
Hitachi Ltd.		10,945		577
Murata Manufacturing Co. Ltd.		6,641		503
NTT Data Corp.		24,461		396
Poletowin Pitcrew Holdings, Inc.		21,800		214
SHIFT, Inc. (b)		3,000		415
Softcreate Holdings Corp. (b)		11,200		233
TDK Corp.		2,768		349
TechMatrix Corp.		15,700		252
Tokyo Electron Ltd.		1,701		746
Ulvac, Inc.		126,400		5,839
V Technology Co. Ltd.		7,200		341
				12,030

See notes to financial statements.

17

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Materials (0.1%):
Rengo Co. Ltd.		36,786	$	311
Shin-Etsu Chemical Co. Ltd.		2,343		406
Tosoh Corp.		19,882		353
				1,070
Real Estate (0.0%): (a)
Daiwa House Industry Co. Ltd.		11,372		331
Open House Co. Ltd.		8,291		384
				715
Utilities (0.0%): (a)
Osaka Gas Co. Ltd.		19,137		366
				94,736
Jersey (0.0%): (a)
Consumer Discretionary (0.0%): (a)
boohoo Group PLC (b)		73,089		331
Korea, Republic Of (2.5%):
Communication Services (0.2%):
LG Uplus Corp.		78,675		1,050
NAVER Corp.		3,507		1,126
				2,176
Financials (0.2%):
DB Insurance Co. Ltd.		12,609		572
Hana Financial Group, Inc.		25,584		1,045
LX Holdings Corp. (b)		3,315		36
Samsung Securities Co. Ltd.		18,213		757
Woori Financial Group, Inc.		105,302		1,042
				3,452
Health Care (0.1%):
Hugel, Inc. (b)		3,011		542
InBody Co. Ltd.		9,695		254
Samsung Biologics Co. Ltd. (b) (d)		813		603
				1,399
Industrials (0.3%):
CJ Corp.		6,401		628
CJ Logistics Corp. (b)		3,128		477
Hanwha Aerospace Co. Ltd.		22,074		936
Hyundai Engineering & Construction Co. Ltd.		17,990		904
LG Corp.		6,837		656
				3,601
Information Technology (1.6%):
Samsung Electronics Co. Ltd.		318,446		22,860
SK Hynix, Inc.		17,208		1,930
				24,790

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Materials (0.1%):
Korea Petrochemical Ind Co. Ltd.		3,301	$	800
LG Chem Ltd.		886		660
PI Advanced Materials Co. Ltd.		15,369		627
				2,087
				37,505
Luxembourg (0.2%):
Energy (0.0%): (a)
Tenaris SA		40,307		460
Health Care (0.1%):
Eurofins Scientific SE (b)		5,113		548
Materials (0.1%):
ArcelorMittal SA (b)		15,256		493
Ternium SA, ADR		25,967		951
				1,444
				2,452
Malaysia (0.0%): (a)
Financials (0.0%):
Public Bank Bhd		579,000		598
Mexico (0.2%):
Consumer Discretionary (0.1%):
Alsea SAB de CV (b)		275,324		457
Betterware de Mexico SAB de CV		6,406		278
				735
Industrials (0.0%): (a)
Controladora Vuela Cia de Aviacion SAB de CV, ADR (b)		33,166		572
Materials (0.1%):
Cemex SAB de CV, ADR (b)		135,552		1,122
Real Estate (0.0%): (a)
Corp Inmobiliaria Vesta SAB de CV		321,642		655
				3,084
Netherlands (1.0%):
Consumer Discretionary (0.1%):
Prosus NV		6,950		720
Consumer Staples (0.1%):
Koninklijke Ahold Delhaize NV		28,510		830
Energy (0.0%): (a)
Frank's International NV		103,464		348
Financials (0.1%):
ING Groep NV		29,541		413
NN Group NV		10,164		517
				930

See notes to financial statements.

19

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Health Care (0.0%): (a)
Pharming Group NV (b) (c)		135,332	$	166
QIAGEN NV (b)		7,279		361
				527
Industrials (0.0%): (a)
SIF Holding NV		15,077		291
Information Technology (0.7%):
ASM International NV		30,086		9,409
ASML Holding NV		1,002		677
STMicroelectronics NV		19,412		724
				10,810
Materials (0.0%): (a)
Akzo Nobel NV		2,742		350
				14,806
New Zealand (0.3%):
Health Care (0.3%):
Fisher & Paykel Healthcare Corp. Ltd.		221,210		4,681
Norway (0.6%):
Energy (0.3%):
Aker BP ASA		183,447		5,406
Financials (0.3%):
SpareBank 1 SMN		281,983		4,002
				9,408
Portugal (0.0%): (a)
Energy (0.0%):
Galp Energia SGPS SA		32,215		404
Russian Federation (0.2%):
Consumer Discretionary (0.1%):
Detsky Mir PJSC (d)		405,475		841
Energy (0.0%): (a)
Rosneft Oil Co. PJSC, GDR		85,114		604
Financials (0.1%):
Sberbank of Russia PJSC, ADR		84,375		1,424
				2,869
Saudi Arabia (0.0%): (a)
Financials (0.0%):
The Saudi National Bank		41,596		589
Singapore (0.6%):
Communication Services (0.1%):
Sea Ltd., ADR (b)		2,509		636
Consumer Discretionary (0.0%): (a)
Genting Singapore Ltd.		501,654		320

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Consumer Staples (0.0%): (a)
Wilmar International Ltd.		146,729	$	531
Financials (0.5%):
DBS Group Holdings Ltd.		23,605		543
iFAST Corp. Ltd.		64,300		412
Singapore Exchange Ltd.		762,681		5,988
				6,943
				8,430
South Africa (1.0%):
Communication Services (0.1%):
MTN Group (b)		158,148		1,164
Consumer Discretionary (0.7%):
Mr Price Group Ltd.		629,549		10,579
Financials (0.1%):
Absa Group Ltd. (b)		76,430		792
Capitec Bank Holdings Ltd.		6,293		756
				1,548
Materials (0.1%):
Impala Platinum Holdings Ltd.		75,996		1,313
				14,604
Spain (0.1%):
Health Care (0.0%): (a)
Faes Farma SA		50,265		208
Industrials (0.0%): (a)
ACS Actividades de Construccion y Servicios SA		16,283		502
Information Technology (0.0%): (a)
Global Dominion Access SA (d)		57,640		312
Utilities (0.1%):
Acciona SA		2,135		369
EDP Renovaveis SA		19,666		467
				836
				1,858
Sweden (1.3%):
Consumer Discretionary (0.1%):
Boozt AB (b) (d)		17,110		395
MIPS AB		3,510		281
				676
Consumer Staples (0.1%):
Swedish Match AB		75,350		699
Financials (0.0%): (a)
Skandinaviska Enskilda Banken AB Class A		38,361		496

See notes to financial statements.

21

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Health Care (0.2%):
BioGaia AB B Shares		7,645	$	418
Biotage AB		21,349		468
Cellavision AB		5,705		239
Probi AB		7,667		453
RaySearch Laboratories AB (b)		27,410		299
Sectra AB Class B		8,043		582
SwedenCare AB		47,060		605
Xvivo Perfusion AB (b)		9,235		354
				3,418
Industrials (0.9%):
Atlas Copco AB Class B		178,436		9,303
BTS Group AB B Shares		10,552		412
CTT Systems AB		15,739		364
Eolus Vind AB Class B		18,355		454
GARO AB		27,790		438
Hexatronic Group AB		23,501		417
Sandvik AB		15,760		419
SKF AB B Shares		18,363		497
Volvo AB Class B		24,112		636
				12,940
Information Technology (0.0%): (a)
Telefonaktiebolaget LM Ericsson Class B		36,686		492
Materials (0.0%): (a)
Boliden AB		14,410		579
Real Estate (0.0%): (a)
Fastighets AB Balder B Shares (b)		5,564		351
				19,651
Switzerland (2.8%):
Consumer Staples (0.1%):
Coca-Cola HBC AG		11,494		418
Nestle SA Registered Shares		11,576		1,431
				1,849
Financials (0.7%):
Julius Baer Group Ltd.		8,391		570
Partners Group Holding AG (c)		4,974		7,510
Swiss Life Holding AG		2,330		1,215
UBS Group AG		24,527		400
				9,695
Health Care (1.1%):
Coltene Holding AG Registered Shares		4,194		602
Lonza Group AG Registered Shares		724		468
Novartis AG Registered Shares		14,717		1,301
Roche Holding AG		40,677		14,244
				16,615

See notes to financial statements.

22

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Industrials (0.7%):
Adecco Group AG		144,941	$	10,035
Kardex Holding AG Registered Shares		1,367		307
Schweiter Technologies AG Class BR		209		354
				10,696
Information Technology (0.1%):
Landis+Gyr Group AG		5,534		404
Logitech International SA Class R		9,778		1,203
u-blox Holding AG		5,743		360
				1,967
Materials (0.1%):
Gurit Holding AG Class BR		233		623
Holcim Ltd.		8,004		479
Vetropack Holding AG		5,570		352
				1,454
				42,276
Taiwan (1.8%):
Consumer Discretionary (0.1%):
Gourmet Master Co. Ltd. (b)		75,000		446
Makalot Industrial Co. Ltd.		86,000		880
Topkey Corp.		72,000		433
				1,759
Financials (0.5%):
Cathay Financial Holding Co. Ltd.		3,067,000		6,130
Yuanta Financial Holding Co. Ltd.		1,203,000		1,110
				7,240
Industrials (0.0%): (a)
Evergreen Marine Corp. Taiwan Ltd. (b)		199,000		691
Information Technology (1.2%):
Hon Hai Precision Industry Co. Ltd.		202,000		807
Lite-On Technology Corp.		2,558,000		6,059
MediaTek, Inc.		47,000		1,624
Nanya Technology Corp.		378,000		1,096
Taiwan Semiconductor Manufacturing Co. Ltd.		333,000		7,071
Walsin Technology Corp.		112,000		836
				17,493
Materials (0.0%): (a)
Formosa Plastics Corp.		184,000		673
				27,856
Thailand (0.2%):
Energy (0.1%):
PTT PCL		684,000		858

See notes to financial statements.

23

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Financials (0.1%):
The Siam Commercial Bank PCL		236,100	$	770
Real Estate (0.0%): (a)
AP Thailand PCL		2,262,000		623
				2,251
Turkey (0.1%):
Communication Services (0.1%):
Turk Telekomunikasyon A/S		685,075		553
Consumer Staples (0.0%): (a)
Anadolu Efes Biracilik Ve Malt Sanayii A/S		165,133		444
Industrials (0.0%): (a)
Turkiye Sise ve Cam Fabrikalari A/S		574,870		533
Information Technology (0.0%): (a)
Logo Yazilim Sanayi Ve Ticaret A/S		25,566		435
				1,965
United Kingdom (5.5%):
Communication Services (0.4%):
4imprint Group PLC (b)		6,897		281
ITV PLC (b)		2,838,179		5,157
Team17 Group PLC (b)		28,650		275
Vodafone Group PLC		291,423		528
				6,241
Consumer Discretionary (0.5%):
AB Dynamics PLC		18,021		551
Barratt Developments PLC		50,062		536
Focusrite PLC		42,801		765
MJ Gleeson PLC		29,314		362
Next PLC (b)		42,702		4,930
Stellantis NV		45,225		887
				8,031
Consumer Staples (0.6%):
British American Tobacco PLC		10,429		402
Imperial Brands PLC		275,113		6,236
Nichols PLC		10,874		242
Tate & Lyle PLC		42,419		461
Tesco PLC		198,788		629
Unilever PLC		8,362		501
				8,471
Energy (0.1%):
BP PLC		180,682		787
Cairn Energy PLC		130,185		300
				1,087

See notes to financial statements.

24

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Financials (0.8%):
3i Group PLC		48,597	$	855
Barclays PLC		202,101		524
Close Brothers Group PLC		301,801		7,016
CMC Markets PLC (d)		45,163		314
Intermediate Capital Group PLC		66,426		1,976
Legal & General Group PLC		115,072		464
Standard Chartered PLC		56,831		409
				11,558
Health Care (0.1%):
Advanced Medical Solutions Group PLC		46,232		179
AstraZeneca PLC		3,538		403
EKF Diagnostics Holdings PLC		291,709		323
Hikma Pharmaceuticals PLC		10,804		374
Tristel PLC		56,437		489
				1,768
Industrials (0.9%):
Alpha Financial Markets Consulting PLC		49,436		260
Ashtead Group PLC		138,002		10,065
BAE Systems PLC		96,823		721
Concentric AB		13,990		310
Robert Walters PLC		34,399		327
Sensata Technologies Holding PLC		32,900		1,955
SThree PLC		60,542		359
Volex PLC		61,981		300
				14,297
Information Technology (0.1%):
Aptitude Software Group PLC		41,195		353
GB Group PLC		24,928		330
Kainos Group PLC		22,249		449
				1,132
Materials (2.0%):
Anglo American PLC		65,402		2,903
Croda International PLC		95,068		9,407
Evraz PLC		728,725		6,579
Rio Tinto PLC		123,360		10,607
Treatt PLC		51,034		831
				30,327
Real Estate (0.0%): (a)
Watkin Jones PLC		61,684		197
				83,109
United States (51.9%):
Communication Services (4.6%):
Activision Blizzard, Inc.		32,595		3,170
Alphabet, Inc. Class C (b)		13,464		32,469
Alphabet, Inc. Class A (b)		1,000		2,357

See notes to financial statements.

25

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Facebook, Inc. Class A (b)		90,350	$	29,701
Snap, Inc. Class A (b)		35,692		2,217
				69,914
Consumer Discretionary (7.0%):
Airbnb, Inc. Class A (b)		12,968		1,821
Amazon.com, Inc. (b)		11,225		36,179
America's Car-Mart, Inc.		4,193		689
BJ's Restaurants, Inc.		20,006		1,106
Burlington Stores, Inc. (b)		12,173		3,936
Century Communities, Inc.		13,557		1,103
Dollar Tree, Inc. (b)		23,200		2,262
General Motors Co. (b)		30,500		1,809
Jack in the Box, Inc.		3,162		359
Johnson Outdoors, Inc. Class A		4,723		577
LKQ Corp. (b)		44,400		2,263
M/I Homes, Inc.		10,999		776
McDonald's Corp.		73,626		17,220
NIKE, Inc. Class B		24,139		3,294
PulteGroup, Inc.		214,028		12,369
Red Robin Gourmet Burgers, Inc.		16,729		600
Ross Stores, Inc.		110,646		13,985
Sleep Number Corp. (b)		5,960		665
Sonos, Inc. (b)		16,464		609
Tesla, Inc. (b)		5,960		3,726
The Cheesecake Factory, Inc.		12,396		729
				106,077
Consumer Staples (3.3%):
Colgate-Palmolive Co.		150,169		12,581
Keurig Dr Pepper, Inc.		118,900		4,394
Mondelez International, Inc. Class A		59,100		3,755
PepsiCo, Inc.		94,956		14,048
The Estee Lauder Cos., Inc.		48,509		14,869
				49,647
Energy (1.7%):
Cactus, Inc. Class A		130,322		4,566
Clean Energy Fuels Corp.		61,934		491
ConocoPhillips		143,508		7,999
Enterprise Products Partners LP		108,100		2,552
Hess Corp.		25,700		2,154
Phillips 66		57,370		4,832
Pioneer Natural Resources Co.		11,600		1,765
Renewable Energy Group, Inc. (b)		11,939		729
RPC, Inc.		106,668		524
Valero Energy Corp.		14,000		1,126
				26,738

See notes to financial statements.

26

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Financials (7.5%):
Aflac, Inc.		39,100	$	2,216
Bank of America Corp.		431,494		18,291
Cboe Global Markets, Inc.		44,400		4,942
Citigroup, Inc.		47,800		3,762
Comerica, Inc.		51,100		4,011
Discover Financial Services		23,000		2,697
First Busey Corp.		21,971		589
JPMorgan Chase & Co.		142,588		23,419
KeyCorp		119,200		2,746
LPL Financial Holdings, Inc.		53,170		7,863
MSCI, Inc.		20,001		9,363
S&P Global, Inc.		26,806		10,172
The PNC Financial Services Group, Inc.		47,643		9,275
The Progressive Corp.		97,882		9,698
U.S. Bancorp		58,100		3,531
Voya Financial, Inc.		22,700		1,487
				114,062
Health Care (7.3%):
Addus HomeCare Corp.		3,623		348
Align Technology, Inc. (b)		5,160		3,045
Amedisys, Inc. (b)		17,838		4,609
Amgen, Inc.		45,921		10,926
Amneal Pharmaceuticals, Inc. (b)		88,456		501
Cardiovascular Systems, Inc.		5,372		211
Cigna Corp.		13,000		3,365
Coherus Biosciences, Inc.		23,000		303
CryoLife, Inc.		20,582		593
CVS Health Corp.		149,639		12,935
Eli Lilly & Co.		56,846		11,354
Hill-Rom Holdings, Inc.		29,000		3,227
Humana, Inc.		5,500		2,407
IDEXX Laboratories, Inc. (b)		25,598		14,287
Johnson & Johnson		114,309		19,347
Lantheus Holdings, Inc.		24,779		601
LeMaitre Vascular, Inc.		14,839		760
Masimo Corp. (b)		8,962		1,932
Medtronic PLC		17,900		2,266
Orthofix Medical, Inc.		11,546		470
Pacira BioSciences, Inc.		7,266		441
Quest Diagnostics, Inc.		10,100		1,330
TG Therapeutics, Inc. (b)		19,415		677
The Joint Corp. (b)		15,253		1,084
Thermo Fisher Scientific, Inc.		6,326		2,970
UnitedHealth Group, Inc.		4,900		2,018
Veeva Systems, Inc. Class A (b)		11,393		3,319
Vertex Pharmaceuticals, Inc. (b)		8,745		1,825
Zoetis, Inc.		17,693		3,126
				110,277

See notes to financial statements.

27

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Industrials (3.2%):
3M Co.		7,287	$	1,479
Allied Motion Technologies, Inc.		20,412		723
CoStar Group, Inc. (b)		3,988		3,406
Forward Air Corp.		4,574		443
Generac Holdings, Inc. (b)		7,779		2,557
Graham Corp.		19,564		287
Harsco Corp.		48,168		1,080
Honeywell International, Inc.		73,358		16,939
Hyster-Yale Materials Handling, Inc.		10,250		775
Insteel Industries, Inc.		21,982		768
Johnson Controls International PLC		37,200		2,475
L3Harris Technologies, Inc.		6,800		1,483
Orion Energy Systems, Inc.		20,801		133
Orion Group Holdings, Inc.		107,198		641
Parker-Hannifin Corp.		6,600		2,034
Raytheon Technologies Corp.		22,800		2,023
TPI Composites, Inc. (b)		20,772		1,003
Transcat, Inc.		13,476		712
U.S. Xpress Enterprise, Inc. Class A		56,100		631
Uber Technologies, Inc. (b)		72,836		3,702
Ultralife Corp.		31,289		286
Union Pacific Corp.		11,000		2,472
United Rentals, Inc. (b)		5,200		1,737
Willdan Group, Inc.		11,772		428
				48,217
Information Technology (15.1%):
Adobe, Inc. (b)		8,976		4,529
Advanced Energy Industries, Inc.		6,467		660
Ambarella, Inc.		7,029		706
Apple, Inc.		350,666		43,696
Autodesk, Inc. (b)		7,331		2,096
Cadence Design Systems, Inc. (b)		18,238		2,316
Cisco Systems, Inc.		305,406		16,156
Diodes, Inc. (b)		9,472		717
EPAM Systems, Inc. (b)		9,223		4,405
ePlus, Inc.		7,668		725
Euronet Worldwide, Inc.		21,700		3,247
Fidelity National Information Services, Inc.		14,500		2,160
FleetCor Technologies, Inc. (b)		9,800		2,690
Fortinet, Inc. (b)		56,876		12,430
Leidos Holdings, Inc.		14,200		1,459
Mastercard, Inc. Class A		49,968		18,017
Mesa Laboratories, Inc.		1,758		433
Micron Technology, Inc. (b)		41,560		3,497
Microsoft Corp.		156,424		39,056
NVIDIA Corp.		38,683		25,135
Onto Innovation, Inc.		9,994		717
PAR Technology Corp.		15,075		1,009
PayPal Holdings, Inc. (b)		24,032		6,249

See notes to financial statements.

28

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Perficient, Inc. (b)		14,188	$	1,016
Rogers Corp.		3,036		569
ServiceNow, Inc. (b)		8,205		3,888
Texas Instruments, Inc.		92,799		17,615
The Trade Desk, Inc. Class A (b)		4,440		2,611
Twilio, Inc. Class A (b)		8,067		2,710
Ultra Clean Holdings, Inc.		13,455		758
Upland Software, Inc.		12,313		505
Visa, Inc. Class A		27,857		6,332
				228,109
Materials (0.4%):
Freeport-McMoRan, Inc.		29,500		1,260
Koppers Holdings, Inc. (b)		21,978		762
Sealed Air Corp.		75,700		4,304
				6,326
Real Estate (0.8%):
Host Hotels & Resorts, Inc. (b)		136,400		2,342
Prologis, Inc.		79,521		9,371
				11,713
Utilities (1.0%):
Exelon Corp.		61,200		2,761
FirstEnergy Corp.		27,000		1,024
MGE Energy, Inc.		109,361		8,204
Vistra Corp.		185,200		2,995
				14,984
				786,064
Total Common Stocks (Cost $1,113,477)				1,496,002
Exchange-Traded Funds (0.0%) (a)
United States (0.0%):
iShares Core MSCI EAFE ETF		7,941		610
Total Exchange-Traded Funds (Cost $582)				610
Collateral for Securities Loaned^ (1.1%)
United States (1.1%):
HSBC U.S. Government Money Market Fund I Shares, 0.03% (e)		15,239,412		15,239
Invesco Government & Agency Portfolio, Institutional Shares, 0.03% (e)		2,168,873		2,169
Total Collateral for Securities Loaned (Cost $17,408)				17,408
Total Investments (Cost $1,131,467) — 100.0%				1,514,020
Liabilities in excess of other assets — 0.0%				(507	)
NET ASSETS — 100.00%			$	1,513,513

^  Purchased with cash collateral from securities on loan.

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

See notes to financial statements.

29

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
May 31, 2021

(b)  Non-income producing security.

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

(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 May 31, 2021, the fair value of these securities was $13,096 (thousands) and amounted to 0.9% of net assets.

(e)  Rate disclosed is the daily yield on May 31, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

LP — Limited Partnership

PCL — Public Company Limited

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

30

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)

	USAA Sustainable World Fund
Assets:
Investments, at value (Cost $1,131,467)	$	1,514,020	(a)
Foreign currency, at value (Cost $7,459)		7,466
Cash		6,115
Receivables:
Interest and dividends		2,829
Capital shares issued		184
Investments sold		2,749
Reclaims		1,906
From Adviser		8
Prepaid expenses		15
Total Assets		1,535,292
Liabilities:
Payables:
Collateral received on loaned securities		17,408
To custodian		29
Investments purchased		2,300
Capital shares redeemed		555
Accrued foreign capital gains taxes		137
Accrued expenses and other payables:
Investment advisory fees		908
Administration fees		191
Custodian fees		39
Transfer agent fees		119
Compliance fees		1
Trustees' fees		1
12b-1 fees		—	(b)
Other accrued expenses		91
Total Liabilities		21,779
Net Assets:
Capital		939,580
Total accumulated earnings/(loss)		573,933
Net Assets	$	1,513,513
Net Assets
Fund Shares	$	1,507,963
Institutional Shares		2,660
Class A		2,890
Total	$	1,513,513
Shares (unlimited number of shares authorized with no par value):
Fund Shares		48,597
Institutional Shares		86
Class A		93
Total		48,776
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	31.03
Institutional Shares	$	31.10
Class A	$	31.06
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	$	32.95

(a)  Includes $16,437 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.

31

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)

	USAA Sustainable World Fund
Investment Income:
Dividends	$	28,066
Interest		5
Securities lending (net of fees)		61
Foreign tax withholding		(1,675	)
Total Income		26,457
Expenses:
Investment advisory fees		10,192
Administration fees — Fund Shares		2,055
Administration fees — Institutional Shares		6
Administration fees — Class A		10
Sub-Administration fees		76
12b-1 fees — Class A		16
Custodian fees		261
Transfer agent fees — Fund Shares		1,565
Transfer agent fees — Institutional Shares		6
Transfer agent fees — Class A		7
Trustees' fees		51
Compliance fees		8
Legal and audit fees		104
State registration and filing fees		71
Interfund lending fees		—	(a)
Interest fees		26
Other expenses		195
Total Expenses		14,649
Expenses waived/reimbursed by Adviser		(37	)
Net Expenses		14,612
Net Investment Income (Loss)		11,845
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency translations		265,689
Foreign taxes on realized gains		(28	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		176,287
Net change in accrued foreign taxes on unrealized gains		(75	)
Net realized/unrealized gains (losses) on investments		441,873
Change in net assets resulting from operations	$	453,718

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

32

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Sustainable World Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	11,845		$	13,124
Net realized gains (losses) from investments		265,661			406,737
Net change in unrealized appreciation/depreciation on investments		176,212			(320,704	)
Change in net assets resulting from operations		453,718			99,157
Distributions to Shareholders:
Fund Shares		(64,664	)		(426,145	)
Institutional Shares		(328	)		(4,055	)
Class A		(321	)		(2,733	)
Change in net assets resulting from distributions to shareholders		(65,313	)		(432,933	)
Change in net assets resulting from capital transactions		(116,446	)		273,969
Change in net assets		271,959			(59,807	)
Net Assets:
Beginning of period		1,241,554			1,301,361
End of period	$	1,513,513		$	1,241,554

(continues on next page)

See notes to financial statements.

33

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Sustainable World Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	72,139		$	85,742
Distributions reinvested		63,933			419,589
Cost of shares redeemed		(241,694	)		(228,526	)
Total Fund Shares	$	(105,622	)	$	276,805
Institutional Shares
Proceeds from shares issued	$	1,307		$	958
Distributions reinvested		96			2,199
Cost of shares redeemed		(6,761	)		(6,304	)
Total Institutional Shares	$	(5,358	)	$	(3,147	)
Class A
Proceeds from shares issued	$	6,709		$	969
Distributions reinvested		61			556
Cost of shares redeemed		(12,236	)		(1,214	)
Total Class A	$	(5,466	)	$	311
Change in net assets resulting from capital transactions	$	(116,446	)	$	273,969
Share Transactions:
Fund Shares
Issued		2,582			3,075
Reinvested		2,305			16,485
Redeemed		(8,859	)		(8,689	)
Total Fund Shares		(3,972	)		10,871
Institutional Shares
Issued		48			36
Reinvested		3			86
Redeemed		(227	)		(269	)
Total Institutional Shares		(176	)		(147	)
Class A
Issued		280			36
Reinvested		2			22
Redeemed		(464	)		(47	)
Total Class A		(182	)		11
Change in Shares		(4,330	)		10,735

See notes to financial statements.

34

This page is intentionally left blank.

35

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 Sustainable World Fund
Fund Shares
Year Ended: May 31, 2021	$	23.38		0.23	(b)		8.74		8.97		(0.18	)		(1.14	)
May 31, 2020	$	30.71		0.27	(b)		2.87		3.14		(0.32	)		(10.15	)
May 31, 2019	$	31.82		0.33			0.51		0.84		(0.28	)		(1.67	)
May 31, 2018	$	31.16		0.30			1.78		2.08		(0.23	)		(1.19	)
May 31, 2017	$	27.20		0.19			4.55		4.74		(0.21	)		(0.57	)
Institutional Shares
Year Ended: May 31, 2021	$	23.42		0.24	(b)		8.77		9.01		(0.19	)		(1.14	)
May 31, 2020	$	30.74		0.29	(b)		2.86		3.15		(0.32	)		(10.15	)
May 31, 2019	$	31.75		0.38			0.48		0.86		(0.20	)		(1.67	)
May 31, 2018	$	31.14		0.29			1.80		2.09		(0.29	)		(1.19	)
May 31, 2017	$	27.14		0.20			4.55		4.75		(0.18	)		(0.57	)
Class A
Year Ended: May 31, 2021	$	23.40		0.15	(b)		8.76		8.91		(0.11	)		(1.14	)
May 31, 2020	$	30.77		0.19	(b)		2.86		3.05		(0.27	)		(10.15	)
May 31, 2019	$	31.86		0.24	(b)		0.53		0.77		(0.19	)		(1.67	)
May 31, 2018	$	31.07		0.18	(b)		1.80		1.98		—	(f)		(1.19	)
May 31, 2017	$	27.13		0.12			4.53		4.65		(0.14	)		(0.57	)

*  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 June 30, 2023, 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)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.

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

(c)  Reflects increased trading activity due to current year transitions or asset allocation shifts.

(d)  Effective October 1, 2018, USAA Asset Management Company (AMCO) voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.00% of the Institutional Shares' average daily net assets.

(e)  Effective October 1, 2017, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.35% of the Class A shares' average daily net assets.

(f)  Amount is less than $0.005 per share.

See notes to financial statements.

36

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

												Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Redemption Fees Added to Beneficial Interests			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)*			Net Expenses^			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Sustainable World Fund
Fund Shares
Year Ended: May 31, 2021		(1.32	)	$	—		$	31.03		39.07	%		1.05	%		0.86	%		1.05	%	$	1,507,963		88	%
May 31, 2020		(10.47	)		—		$	23.38		7.81	%		1.07	%		0.98	%		1.07	%	$	1,228,986		103	%(c)
May 31, 2019		(1.95	)		—		$	30.71		3.23	%		1.09	%		1.09	%		1.09	%	$	1,280,661		8	%
May 31, 2018		(1.42	)		—		$	31.82		6.68	%		1.10	%		0.98	%		1.10	%	$	1,353,880		10	%
May 31, 2017		(0.78	)		—		$	31.16		17.81	%		1.13	%		0.72	%		1.13	%	$	1,319,357		12	%
Institutional Shares
Year Ended: May 31, 2021		(1.33	)	$	—		$	31.10		39.17	%		0.99	%		0.87	%		1.27	%	$	2,660		88	%
May 31, 2020		(10.47	)		—		$	23.42		7.85	%		1.00	%		1.00	%		1.13	%	$	6,143		103	%(c)
May 31, 2019		(1.87	)		—		$	30.74		3.29	%		1.05	%(d)		1.13	%		1.11	%	$	12,567		8	%
May 31, 2018		(1.48	)		—		$	31.75		6.70	%		1.10	%		1.19	%		1.10	%	$	30,127		10	%
May 31, 2017		(0.75	)		—		$	31.14		17.89	%		1.09	%		0.78	%		1.37	%	$	6,877		12	%
Class A
Year Ended: May 31, 2021		(1.25	)	$	—		$	31.06		38.73	%		1.32	%		0.53	%		1.62	%	$	2,890		88	%
May 31, 2020		(10.42	)		—		$	23.40		7.49	%		1.35	%		0.68	%		1.43	%	$	6,425		103	%(c)
May 31, 2019		(1.86	)		—		$	30.77		2.98	%		1.35	%		0.76	%		1.46	%	$	8,133		8	%
May 31, 2018		(1.19	)		—	(f)	$	31.86		6.36	%		1.39	%(e)		0.57	%		1.43	%	$	10,114		10	%
May 31, 2017		(0.71	)		—	(f)	$	31.07		17.50	%		1.42	%		0.45	%		1.42	%	$	19,722		12	%

See notes to financial statements.

37

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Sustainable World Fund (the "Fund"). Effective October 1, 2020, the Fund's name changed from USAA World Growth 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. Effective June 29, 2020, the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

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.

38

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the 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 May 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	$	894,929	$	601,073	$	—	$	1,496,002
Exchange-Traded Funds		610		—		—		610
Collateral for Securities Loaned		17,408		—		—		17,408
Total	$	912,947	$	601,073	$	—	$	1,514,020

For the year ended May 31, 2021, there were no transfers in or out of Level 3 in the 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 fixed 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.

39

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	16,437	$	—	$	17,408

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 May 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, printing fees, and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 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)
$	114	$	30	$	10

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	1,186,904	$	1,363,520

There were no purchases or sales of U.S. government securities during the year ended May 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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the 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 year ended May 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 the largest funds within the Lipper Global Funds category.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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)
	+/- 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.

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 performance period July 1, 2020, to May 31, 2021, performance adjustments were $(175), $(1), and $(2) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.01)%, (0.01)%, and (0.03)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 entered into an Investment Subadvisory Agreement with MFS Investment Management ("MFS"), under which MFS directs the investment and reinvestment 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. Effective March 19, 2021, MFS is no longer a subadviser to the Fund.

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 year ended May 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 year ended May 31, 2021, are reflected on the Statement of Operations as Compliance fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 Fund 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 year ended May 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 Institutional Shares and Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

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 the Distributor for the year ended May 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 year ended May 31, 2021, the Distributor did not receive any commissions.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, that 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 May 31, 2021, the expense limits (excluding voluntary waivers) were 1.09%, 1.00%, and 1.35% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or

44

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

(b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	14	$	37	$	51

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 year ended May 31, 2021.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Stock Market Risk — Overall stock 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:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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

Borrower or Lender	Amount Outstanding at May 31, 2021		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	1,340		12		0.61	%	$	1,793

*  For the year ended May 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 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)			Capital
$	(6,785	)	$	6,785

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands).

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	9,425	$	55,888	$	65,313	$	22,510	$	410,423	$	432,933

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Other Earnings (Deficit)		Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	36,860	$	171,263	$	6	$	208,129	$	365,804	$	573,933

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales, passive foreign investment company, partnership, and REITs/return of capital.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	1,148,216	$	395,864	$	(30,060	)	$	365,804

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Sustainable World Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Sustainable World Fund (formerly USAA World Growth Fund) (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

49

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

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

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

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Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

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May 31, 2021

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

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USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
Fund Shares	$	1,000.00	$	1,160.00	$	1,019.80	$	5.55	$	5.19		1.03	%
Institutional Shares		1,000.00		1,160.70		1,020.14		5.17		4.84		0.96	%
Class A		1,000.00		1,159.00		1,018.50		6.94		6.49		1.29	%

*   Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions		Foreign Taxes Paid
	36	%		70	%	$	739	$	61,932	$	1,362

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

  (Unaudited)

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

USAA Sustainable World Fund (formerly, USAA World 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 MFS Investment Management (the "Subadviser") with respect to the Fund.¹ 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

¹  Effective March 19, 2021, the Subadviser is no longer a subadviser to the Fund.

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USAA Mutual Funds Trust Supplemental Information —continued
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  (Unaudited)

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. 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 adjustment², 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 below 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. 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

²  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.

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

  (Unaudited)

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 Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2020, and was below the average of its performance universe for the one-, three- and five-year periods ended September 30, 2020, and was above the average of its performance universe for the ten-year period ended September 30, 2020. 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 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 waived a portion of its management fee and/or reimbursed certain expenses with respect 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 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.

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USAA Mutual Funds Trust Supplemental Information —continued
May 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 checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to 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.

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

62

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

23411-0721

MAY 31, 2021

Annual Report

USAA Government Securities Fund

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

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	7
Schedule of Portfolio Investments	8
Financial Statements
Statement of Assets and Liabilities	13
Statement of Operations	14
Statements of Changes in Net Assets	15
Financial Highlights	18
Notes to Financial Statements	22
Report of Independent Registered Public Accounting Firm	33
Supplemental Information (Unaudited)	34
Trustees' and Officers' Information	34
Proxy Voting and Portfolio Holdings Information	40
Expense Examples	40
Additional Federal Income Tax Information	41
Advisory Contract Agreement	42
Liquidity Risk Management Program	45
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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Government Securities Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

As we began the reporting year in June of 2020, the world and its economies were largely in lockdown as a result of the COVID-19 pandemic and countries tried to contain the rapid spread of this coronavirus. Within the United States, the lockdowns began in March, and significantly affected almost every area of the economy. Real GDP fell 5% in the first quarter of 2020, and a record 32.9% in the second quarter of 2020, thus officially marking the economy as being in recession for the first time since 2009. The policy response to restore financial system order from the country's monetary authorities and the federal government was quick and substantial. The U.S. Federal Reserve ("the Fed") reduced its federal funds rate nearly to zero, re-instituted various Financial Crisis-era credit support programs, and even added new tools to support an economy under fierce assault from the pandemic. The federal government acted to support the economy with Congress and the president passing a $2 trillion relief package in March 2020, along with a second round of stimulus of $900 billion passing in December 2020.

The significant government support and the approval of multiple COVID-19 vaccines sparked hopes of a return to pre-COVID normalcy and rallied markets through the remainder of 2020 and into 2021. The U.S. Treasury curve steepened significantly in the first part of 2021 on expectations of stronger economic growth and the potential for inflation.

U.S. Treasury yields ended the reporting period higher than they started. When the period began in June 2020, the Fed Funds Target Rate was at a target range of between zero and 0.25%, which is where it still stands today. Despite continued uncertainty, and the Fed keeping rates near zero, the Treasury curve steepened in the first part of 2021 on expectations of stronger economic growth and the potential for inflation. The two-year Treasury yield fell two basis points from the beginning of the reporting period, to end at 0.14%; however, the 10-year Treasury yield rose 94 basis points, to finish the period at 1.59%. (A basis point is 1/100th of a percentage point.)

Residential mortgage interest rates, which have historically been tied to the 10-year U.S. Treasury yield, fell during the reporting period, despite the increase in overall treasury rates. Higher mortgage rates at the beginning of the period, were driven by the severe COVID-19 induced disruption in the mortgage-backed securities market, as well as the reduced ability of mortgage companies to originate new loans because of social distancing concerns and lockdowns. As the reporting period progressed, the mortgage market re-opened and rates fell, driving increased lending activity for both new home purchases as well as refinancing of existing mortgages. The interest rate on a 15-year residential mortgage started the period near its high at 2.84%, dropped to a low of 2.30% on January 4, 2021, and ended the period at 2.37%. The interest rate on a 30-year residential mortgage decreased from a high of 3.52% at the beginning of the period, dropped to a low of 2.82% on February 9, 2021, and ended the period at 3.08%.

4

USAA Mutual Funds Trust

USAA Government Securities Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Government Securities Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge), and R6 Shares. For the reporting period ended May 31, 2021, the Fund Shares, Institutional Shares, Class A, and R6 Shares had total returns of 0.56%, 0.75%, 0.43%, and 0.85%, respectively. This compares to a total return of -0.74% for the Bloomberg Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index (the "Index"), and -1.53% for the Lipper Intermediate U.S. Government Funds Index.

•  What strategies did you employ during the reporting period?

The Fund benefited from its holdings of Agency Commercial Mortgage-Backed Securities ("CMBS") during the period, as spread tightening in the sector offset the impact of increasing treasury rates. The Fund also benefited from its under-allocation to U.S. Treasury securities and mortgage-backed securities, as both performed poorly over the reporting period, as an increase in interest rates and steepening of the Treasury yield curve negatively impacted these securities. The MBS extension risk that we have discussed in previous commentaries occurred as the duration of the MBS portion of the Index extended significantly in response to the move up in interest rates during the first quarter of 2021. Asset Backed Securities (ABS), which include floating rate Student Loan ABS, and high-quality taxable Municipal bonds, also contributed positively to performance, as tightening spreads in these sectors produced positive overall returns. Our holdings of cash distracted slightly from returns.

During the reporting period, we reduced our exposure to CMBS, as spreads tightened considerably in this sector, and we chose to take advantage of the associated increase in prices. We invested proceeds in high-quality municipal bonds that were priced at attractive yields as a result of the uncertainty caused by the pandemic. We also increased the Fund's allocation to longer treasuries due to the increased overall duration of the Index and purchased modest amounts of higher coupon MBS to take advantage of the market disruption caused by rising rates. We have managed the Fund over the past several years to minimize both contraction and extension risk that exists in mortgage pass throughs. (Contraction risk is the risk that mortgage prepayments will accelerate, causing the average life of a mortgage to shorten and forcing us to reinvest proceeds at lower yields. Extension risk is the risk that mortgage prepayments will decelerate, causing the average life of a mortgage to lengthen — or, extend — and become more sensitive to upward interest rate movement.) We expect to continue to manage the portfolio in a similar fashion going forward.

Thank you for allowing us to assist in your investment needs.

5

USAA Mutual Funds Trust

USAA Government Securities Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares			Institutional Shares			Class A			Class R6
INCEPTION DATE	2/1/91			8/10/15			8/1/10			12/1/16
	Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			Bloomberg Barclays U.S. Aggregate Government Intermediate & Mortgage-Backed Securities Index1			Lipper Intermediate U.S. Government Funds Index2
One Year		0.56	%		0.75	%		0.43	%		0.85	%		-0.74	%		-1.53	%
Five Year		2.39	%		2.49	%		2.11	%		NA			2.34	%		2.32	%
Ten Year		2.25	%		NA			1.93	%		NA			2.37	%		2.44	%
Since Inception		NA			2.56	%		NA			3.02	%		NA			NA

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Government Securities Fund — Growth of $10,000

¹The unmanaged Bloomberg Barclays U.S. Aggregate Government Intermediate & Mortgage?Backed Securities Index consists of intermediate U.S. Treasury and Agency unsecured notes and securities backed by pools of mortgages issued by U.S. Government Agencies, GNMA, Fannie Mae, or Freddie Mac. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The unmanaged Lipper Intermediate U.S. Government Funds Index is considered representative of intermediate U.S. government funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Government Securities Fund May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide investors with a high level of current income consistent with preservation of principal.

Asset Allocation:

May 31, 2021

(% of Net Assets)

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

Refer to the Schedule of Portfolio Investments for a complete list of securities.

7

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Asset-Backed Securities (3.5%)
Montana Higher Education Student Assistance Corp., Series 2012-1, Class A2, 1.10% (LIBOR01M+100bps), 5/20/30, Callable 1/20/31 @100 (a)	$	4,603	$	4,630
Navient Student Loan Trust, Series 2014-1, Class A3, 0.60% (LIBOR01M+51bps), 6/25/31, Callable 2/25/32 @100 (a)		2,234		2,205
Navient Student Loan Trust, Series 2016-2, Class A2, 1.14% (LIBOR01M+105bps), 6/25/65, Callable 12/25/32 @100 (a) (b)		442		443
Nelnet Student Loan Trust, Series 2006-3, Class B, 0.45% (LIBOR03M+25bps), 6/25/41, Callable 9/25/24 @100 (a)		2,568		2,361
Nelnet Student Loan Trust, Series 2015-3, Class A2, 0.69% (LIBOR01M+60bps), 2/27/51, Callable 6/25/34 @100 (a) (b)		3,602		3,583
Nelnet Student Loan Trust, Series 2019-5, Class A, 2.53%, 10/25/67, Callable 12/25/35 @100 (b)		3,443		3,569
PHEAA Student Loan Trust, Series 2011-1, Class A1, 1.30% (LIBOR03M+110bps), 6/25/38, Callable 3/25/29 @100 (a) (b)		2,065		2,092
SLM Student Loan Trust, Series 2013-6, Class A3, 0.74% (LIBOR01M+65bps), 6/25/55, Callable 5/25/29 @100 (a)		2,926		2,922
SLM Student Loan Trust, Series 2006-4, Class B, 0.38% (LIBOR03M+20bps), 1/25/70, Callable 7/25/32 @100 (a)		3,853		3,668
SunTrust Student Loan Trust, Series 2006-1A, Class B, 0.45% (LIBOR03M+27bps), 10/28/37, Callable 4/28/26 @100 (a) (b)		1,033		950
Wepco Environmental Trust Finance I LLC, Series 2021-1, Class A, 1.58%, 12/15/35		4,500		4,497
Total Asset-Backed Securities (Cost $31,005)				30,920
Municipal Bonds (5.4%)
Hawaii (0.0%): (c)
State of Hawaii Department of Business Economic Development & Tourism Revenue, Series A-2, 3.24%, 1/1/31		199		212
Kansas (0.4%):
Kansas Development Finance Authority Revenue, Series H, 3.94%, 4/15/26		3,000		3,373
Louisiana (0.6%):
State of Louisiana, GO, Series C-1, 0.84%, 6/1/25		5,000		5,043
Michigan (0.2%):
Michigan State Building Authority Revenue, Series II, 0.46%, 10/15/22		1,500		1,503
Ohio (0.3%):
State of Ohio, GO, Series A, 1.78%, 8/1/32		3,000		2,982
Texas (2.9%):
Boerne School District, GO, 1.77%, 2/1/32, Continuously Callable @100		650		638
City of Abilene, GO 2.41%, 2/15/26		1,715		1,831
2.54%, 2/15/27		1,195		1,283
2.64%, 2/15/29		1,000		1,074
City of Houston Texas Combined Utility System Revenue 3.72%, 11/15/28		1,530		1,770
3.82%, 11/15/29, Continuously Callable @100		3,000		3,459

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
State of Texas, GO 1.61%, 10/1/22	$	1,585	$	1,615
2.53%, 10/1/31, Continuously Callable @100		3,500		3,714
Texas Public Finance Authority Revenue, 0.93%, 2/1/26		2,000		2,001
Texas Public Finance Authority State of Texas, GO
Series C, 2.83%, 10/1/25		3,000		3,265
Series C, 3.01%, 10/1/26, Continuously Callable @100		4,000		4,348
				24,998
Virginia (1.0%):
Virginia Public Building Authority Revenue Series C, 2.25%, 8/1/26		1,370		1,448
Series C, 2.40%, 8/1/27		1,475		1,564
Series C, 2.56%, 8/1/29		2,700		2,865
Virginia Public School Authority Revenue, Series C, 0.55%, 8/1/23		3,000		3,013
				8,890
Total Municipal Bonds (Cost $44,509)				47,001
U.S. Government Agency Mortgages (51.9%)
Federal Home Loan Mortgage Corporation Series K019, Class A2, 2.27%, 3/25/22		2,119		2,142
Series K026, Class A1, 1.69%, 4/25/22		660		664
Series K720, Class A2, 2.72%, 6/25/22		4,000		4,065
Series K022, Class A2, 2.36%, 7/25/22		2,989		3,041
Series K026, Class A2, 2.51%, 11/25/22		5,000		5,143
Series K027, Class A2, 2.64%, 1/25/23		5,000		5,166
Series K029, Class A2, 3.32%, 2/25/23 (d)		3,000		3,139
Series K725, Class A2, 3.00%, 1/25/24		5,000		5,308
Series K037, Class A2, 3.49%, 1/25/24		10,030		10,763
Series K038, Class A2, 3.39%, 3/25/24		3,000		3,223
Series K727, Class A2, 2.95%, 7/25/24		20,000		21,308
Series K052, Class A1, 2.60%, 1/25/25		2,240		2,310
Series K045, Class A2, 3.02%, 1/25/25		3,000		3,235
Series K730, Class A2, 3.59%, 1/25/25		5,000		5,477
Series K048, Class A2, 3.28%, 6/25/25 (d)		10,000		10,940
Series K056, Class A1, 2.20%, 7/25/25		3,857		3,990
Series K049, Class A2, 3.01%, 7/25/25		4,000		4,347
Series KC02, Class A2, 3.37%, 7/25/25		30,000		31,934
Series K051, Class A2, 3.31%, 9/25/25		10,000		11,006
Series K733, Class AM, 3.75%, 9/25/25		5,000		5,548
Series KIR1, Class A2, 2.85%, 3/25/26		7,709		8,305
Series K056, Class A2, 2.53%, 5/25/26		5,000		5,366
Series K057, Class A2, 2.57%, 7/25/26		7,000		7,535
Series K061, Class A1, 3.01%, 8/25/26		2,074		2,199
Series 3987, Class A, 2.00%, 9/15/26		843		858
Series K059, Class A2, 3.12%, 9/25/26 (d)		4,500		4,967
Series K061, Class A2, 3.35%, 11/25/26 (d)		4,000		4,469
Series K066, Class A2, 3.12%, 6/25/27		3,000		3,329
Series K067, Class A2, 3.19%, 7/25/27		9,274		10,345
Series K069, Class A2, 3.19%, 9/25/27 (d)		2,879		3,213

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
Series K071, Class A2, 3.29%, 11/25/27	$	5,000	$	5,608
Series K080, Class A2, 3.93%, 7/25/28 (d)		15,000		17,522
3.00%, 3/1/32-6/1/42		13,923		14,725
3.50%, 10/1/33-8/1/48		11,458		12,252
4.00%, 10/1/33-8/1/48		10,736		11,471
5.50%, 12/1/35		277		321
Series 3134, Class FA, 0.40% (LIBOR01M+30bps), 3/15/36 (a)		564		567
Series 4023, Class PF, 0.65% (LIBOR01M+55bps), 10/15/41 (a)		635		641
4.50%, 9/1/48		2,050		2,210
Series K078, Class A2, 3.85%, 6/25/51		12,500		14,515
				273,167
Federal National Mortgage Association 2.63%, 9/1/21		10,000		10,000
2.42%, 11/1/22		19,316		19,619
2.50%, 4/1/23		8,265		8,470
Series M1, Class A2, 3.11%, 7/25/23 (d)		872		905
Series M7, Class AV2, 2.16%, 10/25/23		4,416		4,505
Series M13, Class A2, 2.71%, 6/25/25 (d)		2,257		2,402
3.00%, 2/1/27-2/1/50		7,474		7,846
Series M8, Class A2, 3.06%, 5/25/27 (d)		4,000		4,403
Series M12, Class A2, 3.08%, 6/25/27 (d)		6,090		6,722
Series 73, Class DC, 1.50%, 7/25/27-10/25/27		3,719		3,781
Series 102, Class GA, 1.38%, 9/25/27		848		858
Series M4, Class A2, 3.05%, 3/25/28 (d)		2,842		3,163
Series M10, Class A2, 3.37%, 7/25/28 (d)		8,049		9,144
Series 29, Class FY, 0.39% (LIBOR01M+60bps), 4/25/35-8/25/37 (a)		1,811		1,819
5.00%, 12/1/35		455		519
5.50%, 11/1/37		168		196
6.00%, 5/1/38		234		266
4.00%, 8/1/39-2/1/50		20,295		21,684
3.50%, 1/1/42-2/1/50		22,620		24,003
				130,305
Government National Mortgage Association 6.00%, 8/15/22-12/15/38		6,979		8,152
8.00%, 12/20/22-9/15/30		293		330
4.50%, 4/20/24-1/15/41		16,007		17,867
7.00%, 5/15/27-7/15/32		945		1,074
7.50%, 2/15/28-11/15/31		191		215
6.50%, 5/15/28-8/20/34		1,974		2,293
6.75%, 5/15/28		6		7
5.50%, 4/20/33-6/15/39		11,070		12,852
5.00%, 5/20/33-2/15/39		3,181		3,543
4.00%, 7/15/40-11/20/40		3,667		4,032
				50,365
Total U.S. Government Agency Mortgages (Cost $423,891)				453,837

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares or Principal Amount		Value
U.S. Treasury Obligations (35.0%)
U.S. Treasury Notes 2.63%, 6/15/21	$	20,000	$	20,019
2.13%, 6/30/21		3,000		3,005
2.63%, 7/15/21		15,000		15,047
2.75%, 8/15/21		10,000		10,056
2.88%, 11/15/21		10,000		10,128
2.00%, 2/15/22		3,000		3,041
0.13%, 5/31/22		14,000		14,007
2.13%, 6/30/22		20,000		20,441
1.88%, 7/31/22		10,000		10,209
1.63%, 8/31/22		20,000		20,383
2.00%, 11/30/22		11,000		11,312
1.38%, 6/30/23		5,000		5,127
0.13%, 9/15/23		6,000		5,992
2.13%, 11/30/23		22,000		23,054
2.00%, 6/30/24		20,000		21,030
1.88%, 8/31/24		10,000		10,487
2.25%, 11/15/24		5,000		5,316
2.13%, 11/30/24		4,000		4,236
2.50%, 1/31/25		7,000		7,520
2.00%, 2/15/25		4,000		4,225
2.13%, 5/15/25		4,500		4,781
0.25%, 7/31/25		6,000		5,916
0.25%, 10/31/25		20,000		19,644
1.38%, 8/31/26		7,000		7,189
1.63%, 10/31/26		7,000		7,272
1.13%, 2/29/28		15,000		14,937
1.25%, 4/30/28		5,000		5,007
0.88%, 11/15/30		7,000		6,587
1.63%, 5/15/31 (e)		10,000		10,042
Total U.S. Treasury Obligations (Cost $299,942)				306,010
Investment Companies (0.0%) (c)
Federated Treasury Obligations Fund Institutional Shares, 0.35% (f)		302,504		303
Total Investment Companies (Cost $303)				303
Repurchase Agreements (3.8%)
Credit Agricole CIB NY, 0.01%, 6/1/21, purchased on 5/28/21, with maturity date of 6/1/21,with a value of $32,800 (collateralized by U.S. Treasury Inflation Bond Index, 1.00%, 2/15/49, with a value of $33,456)		32,800		32,800
Total Repurchase Agreements (Cost $32,800)				32,800

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Collateral for Securities Loaned^ (1.2%)
Fidelity Investments Money Market Government Portfolio Institutional Shares, 0.01% (f)		962,875	$	963
HSBC U.S. Government Money Market Fund I Shares, 0.03% (f)		9,159,875		9,160
Total Collateral for Securities Loaned (Cost $10,123)				10,123
Total Investments (Cost $842,573) — 100.8%				880,994
Liabilities in excess of other assets — (0.8)%				(7,421	)
NET ASSETS — 100.00%			$	873,573

^  Purchased with cash collateral from securities on loan.

(a)  Variable or Floating-Rate Security. Rate disclosed is as of May 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 May 31, 2021, the fair value of these securities was $10,637 (thousands) and amounted to 1.2% of net assets.

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

(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 May 31, 2021.

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

(f)  Rate disclosed is the daily yield on May 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

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of May 31, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of May 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

See notes to financial statements.

12

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Government Securities Fund
Assets:
Investments, at value (Cost $809,773)	$	848,194	(a)
Repurchase agreements, at value (Cost $32,800)		32,800
Receivables:
Interest		3,103
Capital shares issued		207
From Adviser		4
Prepaid expenses		16
Total Assets		884,324
Liabilities:
Payables:
Collateral received on loaned securities		10,123
Distributions		31
Capital shares redeemed		254
Accrued expenses and other payables:
Investment advisory fees		93
Administration fees		88
Custodian fees		7
Transfer agent fees		77
Compliance fees		—	(b)
Trustees' fees		1
12b-1 fees		—	(b)
Other accrued expenses		77
Total Liabilities		10,751
Net Assets:
Capital		823,939
Total accumulated earnings/(loss)		49,634
Net Assets	$	873,573
Net Assets
Fund Shares	$	327,111
Institutional Shares		545,930
Class A		365
Class R6		167
Total	$	873,573
Shares (unlimited number of shares authorized with no par value):
Fund Shares		32,603
Institutional Shares		54,402
Class A		36
Class R6		17
Total		87,058
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	10.03
Institutional Shares	$	10.04
Class A	$	10.03
Class R6	$	10.01
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	$	10.26

(a)  Includes $9,942 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.

13

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Government Securities Fund
Investment Income:
Dividends	$	1
Interest		22,912
Securities lending (net of fees)		—	(a)
Total Income		22,913
Expenses:
Investment advisory fees		839
Administration fees — Fund Shares		524
Administration fees — Institutional Shares		575
Administration fees — Class A		7
Administration fees — Class R6		3
Sub-Administration fees		23
12b-1 fees — Class A		12
Custodian fees		45
Transfer agent fees — Fund Shares		401
Transfer agent fees — Institutional Shares		575
Transfer agent fees — Class A		4
Transfer agent fees — Class R6		1
Trustees' fees		51
Compliance fees		6
Legal and audit fees		73
State registration and filing fees		93
Other expenses		120
Total Expenses		3,352
Expenses waived/reimbursed by Adviser		(25	)
Net Expenses		3,327
Net Investment Income (Loss)		19,586
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		12,560
Net change in unrealized appreciation/depreciation on investment securities		(25,484	)
Net realized/unrealized gains (losses) on investments		(12,924	)
Change in net assets resulting from operations	$	6,662

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

14

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Government Securities Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income (loss)	$	19,586		$	26,082
Net realized gains (losses) from investments		12,560			6,122
Net change in unrealized appreciation/depreciation on investments		(25,484	)		36,218
Change in net assets resulting from operations		6,662			68,422
Distributions to Shareholders:
Fund Shares		(8,877	)		(8,215	)
Institutional Shares		(15,022	)		(18,360	)
Class A		(110	)		(108	)
Class R6		(146	)		(169	)
Change in net assets resulting from distributions to shareholders		(24,155	)		(26,852	)
Change in net assets resulting from capital transactions		(124,512	)		(107,815	)
Change in net assets		(142,005	)		(66,245	)
Net Assets:
Beginning of period		1,015,578			1,081,823
End of period	$	873,573		$	1,015,578

(continues on next page)

See notes to financial statements.

15

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Government Securities Fund
	Year Ended May 31, 2021			Year Ended May 31, 2020
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	56,454		$	94,729
Distributions reinvested		8,356			7,575
Cost of shares redeemed		(95,166	)		(79,266	)
Total Fund Shares	$	(30,356	)	$	23,038
Institutional Shares
Proceeds from shares issued	$	7,535		$	34,931
Distributions reinvested		15,018			18,170
Cost of shares redeemed		(104,247	)		(185,234	)
Total Institutional Shares	$	(81,694	)	$	(132,133	)
Class A
Proceeds from shares issued	$	5,434		$	114
Distributions reinvested		20			4
Cost of shares redeemed		(10,287	)		(58	)
Total Class A	$	(4,833	)	$	60
Class R6
Proceeds from shares issued	$	186		$	1,713
Distributions reinvested		27			41
Cost of shares redeemed		(7,842	)		(534	)
Total Class R6	$	(7,629	)	$	1,220
Change in net assets resulting from capital transactions	$	(124,512	)	$	(107,815	)
Share Transactions:
Fund Shares
Issued		5,550			9,416
Reinvested		824			756
Redeemed		(9,376	)		(7,902	)
Total Fund Shares		(3,002	)		2,270
Institutional Shares
Issued		739			3,520
Reinvested		1,480			1,814
Redeemed		(10,224	)		(18,326	)
Total Institutional Shares		(8,005	)		(12,992	)
Class A
Issued		531			12
Reinvested		2			—	(a)
Redeemed		(1,015	)		(6	)
Total Class A		(482	)		6
Class R6
Issued		18			169
Reinvested		3			4
Redeemed		(777	)		(53	)
Total Class R6		(756	)		120
Change in Shares		(12,245	)		(10,596	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

16

This page is intentionally left blank.

17

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 Government Securities Fund
Fund Shares
Year Ended: May 31, 2021	$	10.23		0.21	(b)		(0.15	)		0.06			(0.22	)		(0.04	)
May 31, 2020	$	9.84		0.24	(b)		0.39			0.63			(0.24	)		—
May 31, 2019	$	9.55		0.23			0.29			0.52			(0.23	)		—
May 31, 2018	$	9.86		0.20			(0.31	)		(0.11	)		(0.20	)		—
May 31, 2017	$	10.00		0.20			(0.14	)		0.06			(0.20	)		—
Institutional Shares
Year Ended: May 31, 2021	$	10.23		0.22	(b)		(0.14	)		0.08			(0.23	)		(0.04	)
May 31, 2020	$	9.85		0.24	(b)		0.39			0.63			(0.25	)		—
May 31, 2019	$	9.55		0.24			0.30			0.54			(0.24	)		—
May 31, 2018	$	9.86		0.21			(0.31	)		(0.10	)		(0.21	)		—
May 31, 2017	$	10.00		0.21			(0.14	)		0.07			(0.21	)		—

*  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 June 30, 2023, 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)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

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

See notes to financial statements.

18

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

											Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Redemption Fees Added to Beneficial Interests		Net Asset Value, End of Period		Total Return*			Net Expenses^			Net Investment Income (Loss)			Gross Expenses			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Government Securities Fund
Fund Shares
Year Ended: May 31, 2021		(0.26	)		—	$	10.03		0.56	%		0.41	%		2.04	%		0.41	%	$	327,111		15	%
May 31, 2020		(0.24	)		—	$	10.23		6.49	%		0.43	%		2.36	%		0.43	%	$	364,077		11	%
May 31, 2019		(0.23	)		—	$	9.84		5.56	%		0.47	%		2.42	%		0.47	%	$	328,123		9	%
May 31, 2018		(0.20	)		—	$	9.55		(1.09	)%		0.48	%		2.09	%		0.48	%	$	333,464		15	%
May 31, 2017		(0.20	)		—	$	9.86		0.62	%		0.48	%		2.02	%		0.48	%	$	390,897		18	%
Institutional Shares
Year Ended: May 31, 2021		(0.27	)		—	$	10.04		0.75	%		0.32	%		2.12	%		0.32	%	$	545,930		15	%
May 31, 2020		(0.25	)		—	$	10.23		6.45	%		0.36	%		2.43	%		0.36	%	$	638,299		11	%
May 31, 2019		(0.24	)		—	$	9.85		5.76	%		0.38	%		2.55	%		0.38	%	$	742,233		9	%
May 31, 2018		(0.21	)		—	$	9.55		(1.01	)%		0.39	%		2.18	%		0.39	%	$	251,297		15	%
May 31, 2017		(0.21	)		—	$	9.86		0.71	%		0.40	%		2.12	%		0.40	%	$	133,607		18	%

(continues on next page)

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 Government Securities Fund
Class A
Year Ended: May 31, 2021	$	10.22		0.19	(d)		(0.14	)		0.05			(0.20	)		(0.04	)
May 31, 2020	$	9.84		0.20	(d)		0.39			0.59			(0.21	)		—
May 31, 2019	$	9.54		0.21			0.30			0.51			(0.21	)		—
May 31, 2018	$	9.85		0.18			(0.31	)		(0.13	)		(0.18	)		—
May 31, 2017	$	10.00		0.17			(0.15	)		0.02			(0.17	)		—
Class R6
Year Ended: May 31, 2021	$	10.22		0.23	(d)		(0.15	)		0.08			(0.25	)		(0.04	)
May 31, 2020	$	9.84		0.24	(d)		0.39			0.63			(0.25	)		—
May 31, 2019	$	9.55		0.24			0.29			0.53			(0.24	)		—
May 31, 2018	$	9.85		0.22			(0.30	)		(0.08	)		(0.22	)		—
December 1, 2016 (f) through May 31, 2017	$	9.80		0.11			0.05			0.16			(0.11	)		—

*  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 June 30, 2023, 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 issued.

(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.

20

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period  (continued)

												Ratios to Average Net Assets									Supplemental Data
	Total Distributions			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 Government Securities Fund
Class A
Year Ended: May 31, 2021		(0.24	)		—		$	10.03		0.43	%		0.70	%		1.89	%		1.06	%	$	365		15	%
May 31, 2020		(0.21	)		—		$	10.22		6.04	%		0.75	%		2.03	%		0.80	%	$	5,299		11	%
May 31, 2019		(0.21	)		—		$	9.84		5.37	%		0.75	%		2.14	%		0.87	%	$	5,042		9	%
May 31, 2018		(0.18	)		—	(e)	$	9.54		(1.36	)%		0.75	%		1.82	%		0.87	%	$	4,804		15	%
May 31, 2017		(0.17	)		—		$	9.85		0.25	%		0.75	%		1.76	%		0.93	%	$	6,089		18	%
Class R6
Year Ended: May 31, 2021		(0.29	)		—		$	10.01		0.75	%		0.31	%		2.30	%		0.46	%	$	167		15	%
May 31, 2020		(0.25	)		—		$	10.22		6.46	%		0.35	%		2.43	%		0.39	%	$	7,903		11	%
May 31, 2019		(0.24	)		—		$	9.84		5.68	%		0.35	%		2.54	%		0.51	%	$	6,425		9	%
May 31, 2018		(0.22	)		—		$	9.55		(0.87	)%		0.35	%		2.22	%		0.64	%	$	6,345		15	%
December 1, 2016 (f) through May 31, 2017		(0.11	)		—		$	9.85		1.62	%		0.35	%		2.22	%		1.12	%	$	5,027		18	%

See notes to financial statements.

21

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Government Securities Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act. Effective June 29, 2020, the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

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.

22

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 are valued each business day by a pricing service approved by the Board. The approved pricing service uses evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost provided that amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

Repurchase agreements are valued at cost.

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

A summary of the valuations as of May 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	$	—	$	30,920	$	—	$	30,920
Municipal Bonds		—		47,001		—		47,001
U.S. Government Agency Mortgages		—		453,837		—		453,837
U.S. Treasury Obligations		—		306,010		—		306,010
Investment Company		303		—		—		303
Repurchase Agreements		—		32,800		—		32,800
Collateral for Securities Loaned		10,123		—		—		10,123
Total	$	10,426	$	870,568	$	—	$	880,994

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

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 May 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

23

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

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. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

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

24

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 May 31, 2021.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	9,942	$	—	$	10,123

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 May 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, printing fees, and 12b-1 fees) and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 year ended May 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	23,562	$	31,610	$	117,599	$	254,484

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 May 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		4.9
USAA Target Retirement Income Fund		23.8
USAA Target Retirement 2030 Fund		21.0
USAA Target Retirement 2040 Fund		10.3
USAA Target Retirement 2050 Fund		1.7
USAA Target Retirement 2060 Fund		0.3

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 an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the 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 0.125% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended May 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 Intermediate U.S. Government Funds Index. The Lipper Intermediate U.S. Government Funds Index tracks the total return performance of the largest funds within the Lipper Intermediate U.S. Government Funds category.

26

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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)
	+/- 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.

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 Intermediate U.S. Government Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to May 31, 2021, performance adjustments were $(107), $(217), $(2), and $(2) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.03)%, (0.04)%, (0.05)%, and (0.03)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 year ended May 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 of the Fund Shares, Institutional Shares, Class A, and Class R6, respectively. Amounts incurred for the year ended May 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 year ended May 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 Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

specifically allocated to the Fund. Amounts incurred for the year ended May 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 for Institutional Shares and Class R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.01%, average daily net assets, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

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 shares. 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 of the Fund. Amounts incurred and paid to the Distributor for the year ended May 31, 2021, are reflected on the Statement of Operations as 12b-1 fees. In addition, the Distributor is entitled to receive commissions on sale of Class A. For the year ended May 31, 2021, the Distributor did not receive any commissions.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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. Acquired fund fees and expenses, interest, taxes, brokerage commissions, and other expenditures that 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 May 31, 2021, the expense limits (excluding voluntary waivers) were 0.48%, 0.39%, 0.75%, and 0.35% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	1	$	25	$	26

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 year ended May 31, 2021.

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

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 debt securities 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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

Prepayment and Extension Risk — Mortgage-backed securities make regularly scheduled payments of principal along with interest payments. In addition, mortgagors generally have the option of paying off their mortgages without penalty at any time. For example, when a mortgaged property is sold, the old mortgage is usually prepaid. Also, when interest rates fall, the mortgagor may refinance the mortgage and prepay the old mortgage. A homeowner's default on the mortgage also may cause a prepayment of the mortgage. This unpredictability of the mortgage's cash flow is called prepayment risk. For the investor, prepayment risk usually means that principal is received at the least opportune time. For example, when interest rates fall, homeowners may find it advantageous to refinance their mortgages and prepay principal. In this case, the investor is forced to reinvest the principal at the current lower rate. On the other hand, when interest rates rise, homeowners generally will not refinance their mortgages and prepayments will fall. This causes the average life of the mortgage to extend and be more sensitive to interest rates, which is called extension risk. In addition, the amount of principal the investor has to invest in these higher interest rates is reduced.

Liquidity Risk — Market developments and other factors, including a general rise in interest rates, have the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed-income securities. Such a move, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed-income securities, may result in decreased liquidity and increased volatility in the fixed-income markets. Heavy redemptions of fixed-income mutual funds and decreased liquidity from fixed-income securities could hurt the Fund's performance. In addition, significant securities market disruptions related to outbreaks of the coronavirus disease ("COVID-19") have led to dislocation in the market for a variety of fixed-income securities (including municipal obligations), which has decreased liquidity and sharply reduced returns.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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:

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 Line of Credit is to meet temporary or emergency cash needs. For the year ended May 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 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 in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, 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 year ended May 31, 2021.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

Year Ended May 31, 2021						Year Ended May 31, 2020
Distributions paid from						Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
$	20,872	$	3,283	$	24,155	$	26,305	$	547	$	26,852

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Distributions Payable			Accumulated Earnings		Unrealized Appreciation (Depreciation)*		Total Accumulated Earnings (Loss)
$	81	$	12,541	$	(1,409	)	$	11,213	$	38,421	$	49,634

*   The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales.

As of May 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	842,573	$	38,718	$	(297	)	$	38,421

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Government Securities Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Government Securities Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

33

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

34

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

35

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

36

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

37

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

38

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

39

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20- 5/31/21*		Hypothetical Expenses Paid During Period 12/1/20- 5/31/21*		Annualized Expense Ratio During Period 12/1/20- 5/31/21
Fund Shares	$	1,000.00	$	1,000.10	$	1,022.79	$	2.14	$	2.17		0.43	%
Institutional Shares		1,000.00		1,001.50		1,023.19		1.75		1.77		0.35	%
Class A		1,000.00		999.40		1,021.44		3.49		3.53		0.70	%
Class R6		1,000.00		1,001.60		1,023.29		1.65		1.66		0.33	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

40

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

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended May 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended May 31, 2021 (amounts in thousands):

Long-Term Capital Gain Distributions
$	3,283

41

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

  (Unaudited)

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

USAA Government Securities 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.

42

USAA Mutual Funds Trust Supplemental Information —continued
May 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 medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below 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 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 for the one-, three-, and five-year periods ended September 30, 2020, and was above 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. The Board took into account management's discussion of the Fund's performance, including the impact of market conditions on 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 noted that the Adviser waived a portion of its management fee and/or reimbursed certain expenses with respect

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
May 31, 2021

  (Unaudited)

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

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

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The USAA Mutual Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.

Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid, or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.

At a meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Funds' investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

45

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

23413-0721

MAY 31, 2021

Annual Report

USAA Treasury Money Market Trust^®

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

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USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	5
Investment Objective & Portfolio Holdings (Unaudited)	6
Schedule of Portfolio Investments	7
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
Report of Independent Registered Public Accounting Firm	21
Supplemental Information (Unaudited)	22
Trustees' and Officers' Information	22
Proxy Voting and Portfolio Holdings Information	28
Expense Example	28
Advisory Contract 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.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

Never a dull moment. A year ago, we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and the recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are suddenly more concerned about labor shortages, rising commodity prices, and whether inflation will prove to be transitory or more lasting. If anything, this merely exemplifies that markets are unpredictable and the environment can and will change rapidly.

Reflecting on the past year, we must consider ourselves fortunate despite the myriad challenges. For starters, it was impressive how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in GDP. Of course, it wasn't a straight line upward and there were bouts of elevated volatility in both bond and stock markets. Late in 2020, for example, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for even more stimulus. Ultimately, stocks were propelled higher in the fourth quarter of 2020 as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As we moved into 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply as many investors began to shift their focus. Deflation was out; inflation was in. Indeed, the potential for a new era of inflation and higher interest rates seems to be the new worry du jour.

So how did the numbers shake out after this unusual year? The S&P 500^® Index registered an impressive annual return of approximately 40% for this 12-month period ended May 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped 94 basis points, reflecting both the very low starting rate and substantial fiscal stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.59%.

The past year is not one we will forget any time soon. There were many hardships, but we should not overlook the positives and remember our collective spirit and perseverance. Markets endured and even surprised to the upside, but perhaps the key takeaway is that investors need to remain calm in the face of adversity and focused on longer-term investment goals. We believe that's the best approach no matter what the markets throw at us.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

2

From all of us here at Victory Capital, thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds

3

USAA Mutual Funds Trust

USAA Treasury Money Market Trust

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Throughout the 12-month reporting period ending May 31, 2021, the target federal funds ("fed funds") rate was unchanged at a range of between 0.00% and 0.25%. Officials at the U.S. Federal Reserve (the "Fed") set the short-term rate to these low levels in order to support the U.S. economy during the country's battle with COVID-19. Commentary from the Fed indicates that it doesn't expect to raise rates anytime soon. The Fed has said it will keep rates at zero "until it is confident that the economy has weathered recent events and is on track" to achieve its goals of stable prices and strong employment. As a result of the Fed's interest rate target of zero during the reporting period, short-term interest rates remained extremely low. This resulted in extremely low yields on U.S Treasury bills and short-term notes during the reporting period.

•  How did the USAA Treasury Money Market Trust (the "Fund") perform during the reporting period?

For the reporting period ended May 31, 2021, the Fund had a return of 0.03%, compared to an average of 0.02% for the funds in the Lipper U.S. Treasury Money Market Funds category.

•  What strategies did you employ during the period?

In keeping with our investment approach, we continued to invest the Fund in securities with maturities of 397 days or less, that are backed by the full faith and credit of the U.S. government. During the reporting period, the Fund lengthened its weighted average maturity in order to earn as much yield as possible. The Fund also lowered its weighting in U.S. Treasury floating-rate notes in anticipation that short-term interest rates would continue to move down over the near term.

Thank you for allowing us to assist in your investment needs.

4

USAA Mutual Funds Trust

USAA Treasury Money Market Trust

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended May 31, 2021

	Fund Shares
INCEPTION DATE	2/1/91
	Net Asset Value
One Year		0.03	%
Five Year		0.82	%
Ten Year		0.41	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

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 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.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Treasury Money Market Trust — Growth of $10,000

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.

5

USAA Mutual Funds Trust
USAA Treasury Money Market Trust May 31, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund's investment objective seeks to provide investors maximum current income while maintaining the highest degree of safety and liquidity.

Portfolio Mix

May 31, 2021

(% of Net Assets)

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

Refer to the Schedule of Portfolio Investments for a complete list of securities.

6

USAA Mutual Funds Trust
USAA Treasury Money Market Trust Schedule of Portfolio Investments
May 31, 2021

(Amounts in Thousands, Except for Shares)  

Security Description	Principal Amount		Value
U.S. Treasury Obligations (60.3%)
U.S. Treasury Bills 0.03%, 6/17/21 (a)	$	25,000	$	24,999
0.02%, 7/1/21 (a)		25,000		24,999
0.04%, 7/6/21 (a)		25,000		24,999
0.04%, 7/15/21 (a)		25,000		25,000
0.02%, 8/12/21 (a)		25,000		24,999
0.05%, 8/26/21 (a)		25,000		24,997
0.02%, 8/31/21 (a)		25,000		24,999
0.04%, 9/9/21 (a)		25,000		24,997
0.05%, 9/16/21 (a)		25,000		24,996
0.04%, 9/23/21 (a)		25,000		24,997
0.04%, 10/14/21 (a)		25,000		24,997
0.03%, 11/26/21 (a)		25,000		24,997
Total U.S. Treasury Obligations (Cost $299,976)				299,976
Repurchase Agreements (40.3%)
Bank of America Corp., 0.01%, 6/1/21, purchased on 5/28/21, with a maturity date of 6/1/21, with a value of $200,000 (collateralized by U.S. Treasury Inflation Note Index, 0.25%, due 7/15/29, with a value of $204,000) (b)		200,000		200,000
Total Repurchase Agreements (Cost $200,000)				200,000
Total Investments (Cost $499,976) — 100.6%				499,976
Liabilities in excess of other assets — (0.6)%				(3,199	)
NET ASSETS — 100.00%			$	496,777

(a)  Rate represents the effective yield at May 31, 2021.

(b)  U.S. Treasury inflation-indexed notes — designed to provide a real rate of return after being adjusted over time to reflect the impact of inflation. Their principal value periodically adjusts to the rate of inflation. They trade at the prevailing real, or after inflation, interest rates. The U.S. Treasury guarantees repayment of these securities of at least their face value in the event of sustained deflation or a drop in prices.

See notes to financial statements.

7

USAA Mutual Funds Trust Statement of Assets and Liabilities
May 31, 2021

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Treasury Money Market Trust
Assets:
Investments, at value (Cost $299,976)	$	299,976
Repurchase agreements, at value (Cost $200,000)		200,000
Receivables:
Interest		—	(a)
Capital shares issued		306
From Adviser		303
Prepaid expenses		17
Total Assets		500,602
Liabilities:
Payables:
Distributions		—	(a)
To custodian		3,555
Capital shares redeemed		71
Accrued expenses and other payables:
Investment advisory fees		53
Administration fees		42
Custodian fees		2
Transfer agent fees		44
Compliance fees		—	(a)
Trustees' fees		1
Other accrued expenses		57
Total Liabilities		3,825
Net Assets:
Capital		496,777
Total accumulated earnings/(loss)		—	(a)
Net Assets	$	496,777
Shares (unlimited number of shares authorized with no par value):		496,778
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.

8

USAA Mutual Funds Trust Statement of Operations
For the Year Ended May 31, 2021

(Amounts in Thousands)  

	USAA Treasury Money Market Trust
Investment Income:
Interest	$	821
Total Income		821
Expenses:
Investment advisory fees		649
Administration fees		519
Sub-Administration fees		7
Custodian fees		21
Transfer agent fees		520
Trustees' fees		53
Compliance fees		6
Legal and audit fees		59
State registration and filing fees		59
Other expenses		103
Total Expenses		1,996
Expenses waived/reimbursed by Adviser		(1,348	)
Net Expenses		648
Net Investment Income		173
Net realized gains (losses) from investments		—	(a)
Change in net assets resulting from operations	$	173

(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 Treasury Money Market Trust
	Year Ended May 31, 2021			Year Ended May 31, 2020
From Investments:
Operations:
Net investment income	$	173		$	65,177
Net realized gains (losses) from investments		—	(a)		—
Change in net assets resulting from operations		173			65,177
Change in net assets resulting from distributions to shareholders		(173	)		(65,177	)
Change in net assets resulting from capital transactions		(47,136	)		(4,315,085	)
Change in net assets		(47,136	)		(4,315,085	)
Net Assets:
Beginning of period		543,913			4,858,998
End of period	$	496,777		$	543,913
Capital Transactions:
Proceeds from shares issued	$	161,288		$	15,634,427
Distributions reinvested		171			65,132
Cost of shares redeemed		(208,595	)		(20,014,644	)
Change in net assets resulting from capital transactions	$	(47,136	)	$	(4,315,085	)
Share Transactions:
Issued		161,289			15,634,427
Reinvested		171			65,132
Redeemed		(208,595	)		(20,014,644	)
Change in Shares		(47,135	)		(4,315,085	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

10

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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 (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions
USAA Treasury Money Market Trust
Year Ended: May 31, 2021	$	1.00		—	(a)(b)		—	(b)		—	(b)		—	(b)		—	(b)
May 31, 2020	$	1.00		0.01	(a)		—			0.01			(0.01	)		(0.01	)
May 31, 2019	$	1.00		0.02			—			0.02			(0.02	)		(0.02	)
May 31, 2018	$	1.00		0.01			—			0.01			(0.01	)		(0.01	)
May 31, 2017	$	1.00		—	(b)		—			—	(b)		—	(b)		—	(b)

*  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 June 30, 2023, 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)  Per share net investment income has been calculated using the average daily shares method.

(b)  Amount is less than $0.005.

(c)  Prior to August 1, 2017, USAA Asset Management Company ("AMCO") (previous 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.

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
	Net Asset Value, End of Period		Total Return*			Net Expenses^			Net Investment Income			Gross Expenses			Net Assets, End of Period (000's)
USAA Treasury Money Market Trust
Year Ended: May 31, 2021	$	1.00		0.03	%		0.12	%		0.03	%		0.38	%	$	496,777
May 31, 2020	$	1.00		1.23	%		0.33	%		1.21	%		0.34	%	$	543,913
May 31, 2019	$	1.00		1.88	%		0.35	%		1.88	%		0.35	%	$	4,858,998
May 31, 2018	$	1.00		0.89	%(c)		0.35	%(c)		0.91	%		0.35	%	$	3,732,359
May 31, 2017	$	1.00		0.08	%		0.35	%		0.12	%		0.39	%	$	2,626,050

See notes to financial statements.

13

USAA Mutual Funds Trust Notes to Financial Statements
May 31, 2021

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 Treasury Money Market Trust (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a government money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act; and as a government 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 (the "Board") 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
May 31, 2021

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to 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 May 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.

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 recorded on the identified cost basis.

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 May 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.

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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 SEC. The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. The Fund's Investment Adviser fee is accrued daily and paid monthly at an annualized rate of 0.125% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended May 31, 2021, are reflected on the Statement of Operations as Investment Advisory 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 0.10% of average daily net assets of the Fund. Amounts incurred for the year ended May 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 year ended May 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 Fund 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 year ended May 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, an affiliate of the Adviser, provides transfer agent services to the Fund. Transfer agent's fees for the Fund 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. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the year ended May 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. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc. The Distributor received no fees or other compensation for such distribution services.

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended May 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 June 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Expenses, interest, taxes, brokerage commissions, and other expenditures that 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 May 31, 2021, the expense limit (excluding voluntary waivers) was 0.35%.

Under the terms of the expense limitation agreement, amended May 1, 2021, 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 (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

In addition, the Adviser agreed to further reimburse fees in excess of the Fund's expense limit agreement of 0.35%. 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 May 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 May 31, 2021.

Expires 2023		Expires 2024		Total
$	745	$	1,348	$	2,093

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, 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

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

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.

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.

Interest Rate Risk — When interest rates rise, debt security prices generally fall. The opposite also generally is true: debt security prices rise when interest rates fall. Interest rate changes are influenced by a number of factors including government policy, monetary policy, inflation expectations, perceptions of risk, and supply and demand of debt securities. The Fund's yield will vary. A sharp and unexpected rise in interest rates could cause the Fund's share price to drop below a dollar. A low interest rate environment may prevent the Fund from providing a positive yield and could also impair the Fund's ability to maintain a stable net asset value ("NAV").

Large Shareholders Risk — 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:

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 committed 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

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended May 31, 2021, Citibank received an annual commitment fee of 0.15% on the $300 million committed Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the next amendment, the annual commitment fee of 0.15% will remain unchanged and the upfront fee of 0.10% is discontinued. 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 year ended May 31, 2021.

6. Federal Income Tax Information:

The Fund intends to declare daily and 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.

As of May 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

Year Ended May 31, 2021				Year Ended May 31, 2020
Distributions paid from				Distributions paid from
Ordinary Income		Total Distributions Paid		Ordinary Income		Total Distributions Paid
$	173	$	173	$	65,177	$	65,177

As of May 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Distributions Payable			Accumulated Earnings		Accumulated Capital and Other Losses			Total Accumulated Earnings (Loss)
$	5	$	(4	)	$	1	$	(1	)	$	—

As of May 31, 2021, 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		Total
$	1	$	1

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
May 31, 2021

As of May 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
$	499,976	$	—	$	—	$	—

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Treasury Money Market Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Treasury Money Market Trust (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of May 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at May 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
July 28, 2021

21

USAA Mutual Funds Trust Supplemental Information
May 31, 2021

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Independent Trustees.
Jefferson C. Boyce, (c) Born September 1957	Independent Chairman		2021	Senior Managing Director, New York Life Investments, LLC (1992-2012)	Westhab, Inc.
John C. Walters, Born February 1962	Trustee		2019	Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.	Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

22

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Robert L. Mason, Ph.D., Born July 1946	Trustee		1997	Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)	None
Dawn M. Hawley, Born February 1954	Trustee		2014	Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)	None
Paul L. McNamara, Born July 1948	Trustee		2012	Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC	None

23

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Richard Y. Newton III, Born January 1956	Trustee		2017	Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)	PredaSAR Corp.
Barbara B. Ostdiek, Ph.D., Born March 1964	Trustee		2008	Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)	None

Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.

24

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Interested Trustees.
David C. Brown, (b) Born May 1972	Trustee		2019	Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.	Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

25

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

  (Unaudited)

Name and Date of Birth	Position Held with the Trust	Year Commenced Service		Principal Occupation During Past 5 Years	Other Directorships Held During Past 5 Years
Daniel S. McNamara, (b)(c)(d) Born June 1966	Trustee		2012	Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.	None

(b)  Mr. Dan McNamara is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

(d)  Effective July 2, 2021, Mr. Dan McNamara became an Independent Trustee to the Funds.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.

26

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

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth Position with
the Trust Year
Commenced
Service Principal Occupation During Past 5 Years

Interested Officers.

Christopher K. Dyer, Born February 1962	President	2019	Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)
Scott A Stahorsky, Born July 1969	Vice President	2019	Manager, Fund Administration, Victory Capital (since 2015)
James K. De Vries, Born April 1969	Treasurer	2018	Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)
Allan Shaer, Born March 1965	Assistant Treasurer	2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)
Carol D. Trevino, Born October 1965	Assistant Treasurer	2018	Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)
Erin G. Wagner, Born February 1974	Secretary	2019	Deputy General Counsel, the Adviser (since 2013)
Charles Booth, Born April 1960	Anti-Money Laundering Compliance Officer and Identity Theft Officer	2019	Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)
Amy Campos, Born July 1976	Chief Compliance Officer	2019	Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

27

USAA Mutual Funds Trust Supplemental Information —continued
May 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) 235-8396. 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 Fund makes available on VCM.com a complete list of portfolio holdings No sooner than 5 business days after the end of each month. 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 December 1, 2020, through May 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 12/1/20		Actual Ending Account Value 5/31/21		Hypothetical Ending Account Value 5/31/21		Actual Expenses Paid During Period 12/1/20-5/31/21*		Hypothetical Expenses Paid During Period 12/1/20-5/31/21*		Annualized Expense Ratio During Period 12/1/20-5/31/21
$	1,000.00	$	1,000.00	$	1,024.68	$	0.25	$	0.25		0.05	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (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
May 31, 2021

  (Unaudited)

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

USAA Treasury Money Market Trust (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.

29

USAA Mutual Funds Trust Supplemental Information —continued
May 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, as well as any fee waivers and reimbursements — was below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and 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 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-, five-, and ten-year periods ended September 30, 2020, and was below 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 relative to its peers.

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 waived a portion of its management fees and/or reimbursed certain expenses with respect 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

30

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

  (Unaudited)

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 performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (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.

31

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

23415-0721

Item 2. Code of Ethics.

(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics in included as an Exhibit.

(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; on July 1, 2019, the Board of Trustees of USAA Mutual Funds Trust approved a Code of Ethics ("Sarbanes Code") applicable solely to its senior financial officers, including its principal executive officer (President), as defined under the Sarbanes-Oxley Act of 2002 and implementing regulations of the Securities and Exchange Commission. A copy of the Sarbanes Code is attached as an Exhibit to this Form N-CSR.

No waivers (explicit or implicit) have been granted from a provision of the Sarbanes Code.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial experts are Dr. Barbara B. Ostdiek, Ph.D. and Dawn M. Hawley, who are “independent” for purposes of this Item 3 of Form N-CSR.

Dr. Ostdiek has served as an Associate Professor of Management at Rice University since 2001. Dr. Ostdiek also has served as an Academic Director at El Paso Corporation Finance Center since 2002. Ms. Hawley was Chief Financial Officer, Director of Financial Planning and Analysis for AIM Management Group Inc. from October 1987 through January 2006 and was Manager of Finance at Menil Foundation, Inc. from May 2007 through June 2011. Each of Dr. Ostdiek and Ms. Hawley is an independent trustee who serves as a member of the Audit and Compliance Committee, Investments Committee, Product Management and Distribution Committee, and the Corporate Governance Committee of the Board of Trustees of USAA Mutual Funds Trust.

Item 4. Principal Accountant Fees and Services.

	2021		2020
(a) Audit Fees (1)	$	329,388	$	360,330
(b) Audit-Related Fees (2)		-		-
(c) Tax Fees (3)		46,446		67,388
(d) All Other Fees (4)		-		-

(1) Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Ernst & Young LLP for statutory and regulatory filings.

(2) For the fiscal years ended May 31, 2021 and May 31, 2020, there were no audit-related fees billed by Ernst & Young LLP to the Registrant.

(3) Represents the aggregate tax fee billed for professional services rendered by Ernst & Young LLP for assistance with PFIC Analyzer Service and tax consulting services.

(4) For the fiscal years ended May 31, 2021 and May 31, 2020, there were no other fees billed by Ernst & Young LLP to the Registrant.

(e)(1) All audit and non-audit services to be performed for the Registrant by Ernst & Young LLP must be pre-approved by the Audit and Compliance Committee. The Audit and Compliance Committee Charter also permits the Chair of the Audit and Compliance Committee to pre-approve any permissible non-audit service that must be commenced prior to a scheduled meeting of the Audit and Compliance Committee. All non-audit services were pre-approved by the Audit and Compliance Committee or its Chair, consistent with the Audit and Compliance Committee's preapproval procedures.

(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C).

(f) Not applicable.

(g) Aggregate non-audit fees for services rendered to the:

	Registrant		Adviser
2021	$	46,446	$	123,184
2020	$	67,388	$	155,957

(h) The aggregate non-audit fees related to fees billed by Ernst & Young LLP for services rendered to the Registrant; the investment adviser, USAA Asset Management Company (AMCO) and its affiliate, USAA Investment Management Company (IMCO); and the Funds' transfer agent, Victory Capital Transfer Agency Inc. and prior transfer agent, USAA Shareholder Account Services (SAS), which includes aggregate fees accrued or paid to Ernst & Young, LLP for professional services rendered related to the annual study of internal controls of the transfer agent for fiscal years listed above. All services were preapproved by the Audit Committee.

Effective July 1, 2019, AMCO, the prior investment adviser to the Funds, and SAS, the prior transfer agent to the Funds, were acquired by Victory Capital Holdings, Inc. Effective July 1, 2019, Victory Capital Management Inc. is the new investment adviser and administrator to the Funds; SAS was renamed Victory Capital Transfer Agency, Inc. and is the new transfer agent to the Funds.

Ernst & Young LLP provided non-audit services to AMCO and IMCO in 2020 and also provided certain tax services to Victory Capital Holdings, Inc. in 2019 that were not required to be pre-approved by the Registrant's Audit and Compliance Committee because the services were not directly related to the operations of the Registrant's Funds. The Board of Trustees will consider Ernst & Young LLP's independence and will consider whether the provision of these non-audit services to AMCO is compatible with maintaining Ernst & Young LLP's independence.

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.

The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent trustees. The Corporate Governance Committee has adopted procedures to consider Board candidates suggested by shareholders. The procedures are initiated by the receipt of nominations submitted by a fund shareholder sent to Board member(s) at the address specified in fund disclosure documents or as received by the Adviser or a fund officer. Any recommendations for a nomination by a shareholder, to be considered by the Board, must include at least the following information: name; date of birth; contact information; education; business profession and other expertise; affiliations; experience relating to serving on the Board; and references. The Corporate Governance Committee gives shareholder recommendations the same consideration as any other candidate.

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) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(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   August 5, 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   August 5, 2021 

By (Signature and Title)*	/s/ James K. De Vries
	James K. De Vries, Principal Financial Officer

Date   August 5, 2021