N-CSR 1 tm2124755d1_ncsr.htm N-CSR

 

 

 

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: July 31

 

Date of reporting period: July 31, 2021

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

JULY 31, 2021

Annual Report

USAA Capital 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 Capital 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

    29    

Statement of Operations

    30    

Statements of Changes in Net Assets

    31    

Financial Highlights

    32    

Notes to Financial Statements

   

34

   
Report of Independent
Registered Public Accounting Firm
   

43

   

Supplemental Information (Unaudited)

   

44

   

Trustees' and Officers' Information

    44    

Proxy Voting and Portfolio Holdings Information

    50    

Expense Examples

    50    

Additional Federal Income Tax Information

    51    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Capital Growth Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

•  How did the USAA Capital Growth Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. For the reporting period ended July 31, 2021, the Fund Shares and Institutional Shares had total returns of 32.74% and 33.45%, respectively. This compares to returns of 33.18% for the MSCI All-Country World Index (the "Index") and 35.23% for the Lipper Global Funds Index.


4


USAA Mutual Funds Trust

USAA Capital Growth Fund (continued)

Managers' Commentary (continued)

•  What strategies did you employ during the reporting period?

For the reporting period, stock selection was the principal contributor to the Fund's performance relative to the Index, while sector allocation had a slightly negative effect overall. Stock selection within the financials, health care and consumer discretionary sectors contributed to performance, while the Fund's selection within the information technology sector hurt performance. In terms of allocation, an overweight position to the health care sector and an underweight position in information technology hurt performance, which was slightly offset by positive allocation effect in the financials and industrials sectors.

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


5


USAA Mutual Funds Trust

USAA Capital Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

 

Institutional Shares

         

INCEPTION DATE

 

10/27/00

 

8/7/15

                 

 
Net Asset Value
 
Net Asset Value
  MSCI All-Country
World Index1
  Lipper Global
Funds Index2
 

One Year

   

32.74

%

   

33.45

%

   

33.18

%

   

35.23

%

 

Five Year

   

12.05

%

   

12.22

%

   

13.81

%

   

13.54

%

 

Ten Year

   

10.52

%

   

N/A

     

10.15

%

   

9.99

%

 

Since Inception

   

N/A

     

9.95

%

   

N/A

     

N/A

   

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 Capital Growth Fund — Growth of $10,000

1The MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. There are no expenses associated with the index, while there are expenses associated with the Fund. 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 Lipper Global Funds Index tracks the total return performance of funds within the Lipper Global Funds category. This category includes funds that invest at least 25% of their portfolio in securities traded outside of the United States and that may own U.S. securities as well. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Capital Growth Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

Apple, Inc.

   

3.4

%

 

Alphabet, Inc. Class C

   

2.4

%

 

UnitedHealth Group, Inc.

   

1.5

%

 

Microsoft Corp.

   

1.5

%

 

Johnson & Johnson

   

1.1

%

 

Altria Group, Inc.

   

1.0

%

 

Comcast Corp. Class A

   

0.9

%

 

Nestle SA Registered Shares

   

0.9

%

 

Cisco Systems, Inc.

   

0.9

%

 

Target Corp.

   

0.9

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Capital Growth Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Common Stocks (99.2%)

 

Australia (1.5%):

 

Consumer Discretionary (0.2%):

 

Aristocrat Leisure Ltd.

   

66,830

   

$

2,048

   

Energy (0.0%): (a)

 

Santos Ltd.

   

60,075

     

283

   

Financials (0.3%):

 

Australia & New Zealand Banking Group Ltd.

   

31,918

     

649

   

Macquarie Group Ltd.

   

13,676

     

1,579

   
     

2,228

   

Health Care (0.3%):

 

CSL Ltd.

   

8,340

     

1,775

   

Sonic Healthcare Ltd.

   

14,227

     

420

   
     

2,195

   

Materials (0.5%):

 

BHP Group Ltd.

   

83,888

     

3,295

   

Rio Tinto Ltd.

   

13,871

     

1,359

   
     

4,654

   

Real Estate (0.2%):

 

Charter Hall Group

   

37,075

     

443

   

Scentre Group

   

702,830

     

1,342

   

Stockland

   

103,632

     

335

   
     

2,120

   
     

13,528

   

Austria (0.0%): (a)

 

Financials (0.0%): (a)

 

Raiffeisen Bank International AG

   

8,773

     

207

   

Belgium (0.4%):

 

Consumer Staples (0.0%): (a)

 

Anheuser-Busch InBev SA

   

5,411

     

342

   

Financials (0.0%): (a)

 

KBC Group NV

   

4,745

     

382

   

Health Care (0.1%):

 

UCB SA

   

3,756

     

406

   

Information Technology (0.2%):

 

Melexis NV

   

14,214

     

1,584

   

Materials (0.1%):

 

Titan Cement International SA

   

21,754

     

412

   
     

3,126

   

See notes to financial statements.


8


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Brazil (0.3%):

 

Consumer Discretionary (0.1%):

 

Lojas Quero Quero SA

   

114,700

   

$

488

   

Petrobras Distribuidora SA

   

61,400

     

334

   
     

822

   

Consumer Staples (0.1%):

 

SLC Agricola SA

   

46,400

     

401

   

Health Care (0.0%): (a)

 

Blau Farmaceutica SA

   

36,149

     

357

   

Industrials (0.1%):

 

Randon SA Implementos e Participacoes Preference Shares

   

160,600

     

419

   

SIMPAR SA

   

28,254

     

378

   
     

797

   

Materials (0.0%): (a)

 

Duratex SA

   

66,900

     

283

   

Utilities (0.0%): (a)

 

Neoenergia SA

   

65,500

     

219

   
     

2,879

   

Canada (1.8%):

 

Energy (0.2%):

 

Canacol Energy Ltd.

   

80,136

     

205

   

Parex Resources, Inc. (b)

   

83,261

     

1,368

   
     

1,573

   

Financials (0.8%):

 

Manulife Financial Corp.

   

130,271

     

2,519

   

National Bank of Canada

   

29,072

     

2,225

   

The Toronto-Dominion Bank

   

34,566

     

2,299

   
     

7,043

   

Industrials (0.3%):

 

Canadian Pacific Railway Ltd.

   

34,075

     

2,531

   

Information Technology (0.4%):

 

Constellation Software, Inc.

   

2,056

     

3,294

   

Materials (0.1%):

 

Kirkland Lake Gold Ltd.

   

31,594

     

1,351

   
     

15,792

   

Chile (0.1%):

 

Industrials (0.0%): (a)

 

Quinenco SA

   

133,664

     

254

   

Materials (0.1%):

 

CAP SA

   

22,071

     

383

   
     

637

   

See notes to financial statements.


9


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

China (0.7%):

 

Communication Services (0.1%):

 

Tencent Holdings Ltd.

   

11,600

   

$

700

   

Consumer Discretionary (0.2%):

 

China Meidong Auto Holdings Ltd.

   

116,000

     

626

   

China Yongda Automobiles Services Holdings Ltd.

   

239,000

     

446

   

Jiumaojiu International Holdings Ltd. (c)

   

140,000

     

418

   

Minth Group Ltd.

   

60,000

     

254

   
     

1,744

   

Financials (0.1%):

 

360 DigiTech, Inc., ADR (b) (d)

   

9,834

     

209

   

China Merchants Bank Co. Ltd. Class H (d)

   

90,500

     

688

   

Finvolution Group, ADR

   

52,612

     

344

   
     

1,241

   

Health Care (0.1%):

 

Amoy Diagnostics Co. Ltd. Class A

   

21,200

     

271

   

China Resources Medical Holdings Co. Ltd.

   

264,500

     

245

   
     

516

   

Industrials (0.1%):

 

Binjiang Service Group Co. Ltd.

   

88,500

     

308

   

S-Enjoy Service Group Co. Ltd.

   

101,000

     

231

   

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

   

208,800

     

180

   
     

719

   

Information Technology (0.1%):

 

Chinasoft International Ltd.

   

250,000

     

448

   

WUS Printed Circuit Kunshan Co. Ltd. Class A

   

168,740

     

346

   
     

794

   

Utilities (0.0%): (a)

 

China Tian Lun Gas Holdings Ltd. (d)

   

338,500

     

347

   
     

6,061

   

Denmark (0.5%):

 

Consumer Discretionary (0.0%): (a)

 

Pandora A/S

   

2,797

     

362

   

Consumer Staples (0.3%):

 

Carlsberg A/S Class B

   

3,848

     

711

   

Royal Unibrew A/S

   

15,626

     

2,118

   
     

2,829

   

Health Care (0.1%):

 

GN Store Nord A/S

   

5,381

     

471

   

Industrials (0.1%):

 

AP Moller — Maersk A/S Class B

   

241

     

669

   

See notes to financial statements.


10


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Utilities (0.0%): (a)

 

Orsted A/S (c)

   

2,628

   

$

390

   
     

4,721

   

Finland (0.1%):

 

Industrials (0.1%):

 

Metso Outotec Oyj

   

53,185

     

604

   

France (2.5%):

 

Communication Services (0.1%):

 

Publicis Groupe SA

   

8,631

     

545

   

Consumer Discretionary (0.8%):

 

La Francaise des Jeux SAEM

   

28,904

     

1,545

   

LVMH Moet Hennessy Louis Vuitton SE

   

7,237

     

5,794

   
     

7,339

   

Energy (0.3%):

 

Gaztransport Et Technigaz SA

   

9,456

     

758

   

TotalEnergies SE

   

45,917

     

2,002

   
     

2,760

   

Financials (0.2%):

 

Amundi SA (c)

   

3,509

     

324

   

AXA SA

   

20,316

     

526

   

BNP Paribas SA

   

10,322

     

629

   
     

1,479

   

Health Care (0.1%):

 

Sanofi

   

5,745

     

592

   

Sartorius Stedim Biotech

   

985

     

562

   
     

1,154

   

Industrials (0.3%):

 

Cie de Saint-Gobain

   

10,622

     

759

   

Safran SA

   

13,461

     

1,761

   

Teleperformance

   

1,137

     

480

   
     

3,000

   

Information Technology (0.5%):

 

Capgemini SE

   

19,344

     

4,181

   

Materials (0.2%):

 

Arkema SA

   

18,272

     

2,326

   
     

22,784

   

Germany (2.0%):

 

Communication Services (0.1%):

 

Deutsche Telekom AG

   

41,777

     

867

   

Consumer Discretionary (0.4%):

 

HelloFresh SE (b) (d)

   

3,991

     

374

   

Volkswagen AG Preference Shares

   

13,233

     

3,223

   
     

3,597

   

See notes to financial statements.


11


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Financials (0.5%):

 

Allianz SE Registered Shares

   

15,237

   

$

3,787

   

Hannover Rueck SE

   

1,589

     

267

   

Muenchener Rueckversicherungs-Gesellschaft AG Class R

   

937

     

253

   
     

4,307

   

Health Care (0.1%):

 

Merck KGaA

   

3,443

     

705

   

Industrials (0.1%):

 

Deutsche Post AG Registered Shares

   

14,257

     

966

   

Siemens AG Registered Shares

   

2,731

     

426

   
     

1,392

   

Information Technology (0.6%):

 

Infineon Technologies AG

   

9,300

     

355

   

SAP SE

   

33,132

     

4,754

   
     

5,109

   

Materials (0.0%): (a)

 

Covestro AG (c)

   

4,516

     

291

   

HeidelbergCement AG

   

3,419

     

303

   
     

594

   

Real Estate (0.1%):

 

alstria office REIT-AG

   

13,451

     

284

   

LEG Immobilien SE

   

2,769

     

438

   
     

722

   

Utilities (0.1%):

 

E.ON SE

   

51,523

     

633

   
     

17,926

   

Greece (0.1%):

 

Financials (0.0%): (a)

 

National Bank of Greece SA (b)

   

157,409

     

446

   

Industrials (0.1%):

 

Mytilineos SA

   

25,706

     

477

   

Utilities (0.0%): (a)

 

Terna Energy SA

   

22,806

     

306

   
     

1,229

   

Hong Kong (0.8%):

 

Communication Services (0.0%): (a)

 

iClick Interactive Asia Group Ltd., ADR (b)

   

29,142

     

165

   

Consumer Discretionary (0.1%):

 

Xinyi Glass Holdings Ltd.

   

120,000

     

448

   

Consumer Staples (0.0%): (a)

 

WH Group Ltd. (c)

   

383,500

     

318

   

See notes to financial statements.


12


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Financials (0.3%):

 

AIA Group Ltd.

   

237,400

   

$

2,841

   

BOC Hong Kong Holdings Ltd.

   

96,500

     

310

   
     

3,151

   

Industrials (0.1%):

 

Johnson Electric Holdings Ltd.

   

104,000

     

244

   

Orient Overseas International Ltd.

   

20,000

     

365

   
     

609

   

Real Estate (0.3%):

 

CK Asset Holdings Ltd.

   

351,500

     

2,392

   

Sun Hung Kai Properties Ltd.

   

21,500

     

307

   
     

2,699

   
     

7,390

   

India (0.9%):

 

Consumer Discretionary (0.1%):

 

Balkrishna Industries Ltd.

   

11,462

     

366

   

Garware Technical Fibres Ltd. (b)

   

8,727

     

406

   
     

772

   

Energy (0.0%): (a)

 

Hindustan Petroleum Corp. Ltd.

   

109,449

     

385

   

Financials (0.2%):

 

Cholamandalam Investment and Finance Co. Ltd.

   

47,751

     

306

   

Equitas Holdings Ltd.

   

258,664

     

449

   

Federal Bank Ltd.

   

366,403

     

431

   

LIC Housing Finance Ltd.

   

58,452

     

323

   
     

1,509

   

Health Care (0.1%):

 

Alkem Laboratories Ltd.

   

6,750

     

314

   

Sequent Scientific Ltd. (b)

   

158,000

     

625

   
     

939

   

Industrials (0.2%):

 

Ashoka Buildcon Ltd. (b)

   

225,252

     

326

   

J Kumar Infraprojects, Ltd. (b)

   

148,128

     

439

   

RITES Ltd.

   

53,740

     

200

   

Somany Ceramics Ltd.

   

58,135

     

554

   
     

1,519

   

Information Technology (0.1%):

 

Mphasis Ltd. (b)

   

16,655

     

583

   

Materials (0.2%):

 

APL Apollo Tubes Ltd. (b)

   

22,341

     

525

   

Dalmia Bharat Ltd. (b)

   

18,764

     

541

   

Finolex Industries Ltd. (b)

   

149,741

     

356

   

JK Lakshmi Cement Ltd. (b)

   

76,939

     

717

   
     

2,139

   

See notes to financial statements.


13


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Utilities (0.0%): (a)

 

CESC Ltd.

   

40,719

   

$

459

   
     

8,305

   

Indonesia (0.2%):

 

Financials (0.0%): (a)

 

PT Bank Danamon Indonesia Tbk

   

1,625,200

     

243

   

Health Care (0.1%):

 

Medikaloka Hermina TBK PT

   

3,532,000

     

286

   

Industrials (0.0%): (a)

 

PT Buana Lintas Lautan Tbk (b)

   

12,197,100

     

209

   

Materials (0.1%):

 

PT Merdeka Copper Gold Tbk (b)

   

1,803,000

     

369

   

Real Estate (0.0%): (a)

 

PT Puradelta Lestari Tbk

   

19,350,700

     

254

   
     

1,361

   

Ireland (2.0%):

 

Health Care (0.1%):

 

ICON PLC (b)

   

3,455

     

840

   

Industrials (1.5%):

 

DCC PLC

   

7,020

     

588

   

Eaton Corp. PLC

   

40,130

     

6,343

   

Johnson Controls International PLC

   

44,307

     

3,164

   

Trane Technologies PLC

   

15,795

     

3,216

   
     

13,311

   

Information Technology (0.4%):

 

Accenture PLC Class A

   

12,019

     

3,818

   
     

17,969

   

Isle of Man (0.0%): (a)

 

Real Estate (0.0%):

 

NEPI Rockcastle PLC

   

1

     

(e)

 

Italy (1.0%):

 

Energy (0.2%):

 

Snam SpA

   

231,351

     

1,399

   

Financials (0.2%):

 

Banca Generali SpA (b)

   

41,880

     

1,737

   

Health Care (0.2%):

 

Recordati Industria Chimica e Farmaceutica SpA

   

34,844

     

2,155

   

Industrials (0.0%): (a)

 

Leonardo SpA (b)

   

38,265

     

301

   

Information Technology (0.0%): (a)

 

Nexi SpA (b)

   

21,234

     

455

   

See notes to financial statements.


14


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Utilities (0.4%):

 

ACEA SpA

   

17,737

   

$

413

   

Enel SpA

   

307,249

     

2,831

   
     

3,244

   
     

9,291

   

Japan (5.8%):

 

Communication Services (0.5%):

 

Capcom Co. Ltd.

   

54,900

     

1,510

   

Kakaku.com, Inc.

   

49,800

     

1,359

   

KDDI Corp.

   

19,500

     

597

   

Nintendo Co. Ltd.

   

1,200

     

617

   

Nippon Telegraph & Telephone Corp.

   

21,500

     

551

   

SoftBank Group Corp.

   

3,200

     

201

   
     

4,835

   

Consumer Discretionary (1.2%):

 

Sony Group Corp.

   

20,900

     

2,183

   

Toyo Tire Corp.

   

18,900

     

357

   

Toyota Motor Corp.

   

71,900

     

6,456

   

ZOZO, Inc.

   

48,700

     

1,659

   
     

10,655

   

Consumer Staples (0.3%):

 

Ajinomoto Co., Inc.

   

16,100

     

410

   

Asahi Group Holdings Ltd.

   

11,300

     

509

   

Seven & i Holdings Co. Ltd.

   

8,000

     

357

   

Toyo Suisan Kaisha Ltd.

   

40,600

     

1,550

   
     

2,826

   

Financials (0.7%):

 

JAFCO Group Co. Ltd.

   

16,400

     

937

   

Mitsubishi UFJ Financial Group, Inc.

   

249,900

     

1,320

   

Mizuho Financial Group, Inc.

   

40,020

     

572

   

Nomura Holdings, Inc.

   

57,300

     

287

   

ORIX Corp.

   

46,400

     

812

   

Sumitomo Mitsui Financial Group, Inc.

   

14,800

     

499

   

Tokio Marine Holdings, Inc.

   

32,100

     

1,530

   
     

5,957

   

Health Care (0.6%):

 

Astellas Pharma, Inc.

   

25,600

     

408

   

Hoya Corp.

   

22,900

     

3,233

   

Shionogi & Co. Ltd.

   

28,900

     

1,522

   
     

5,163

   

Industrials (1.2%):

 

AGC, Inc.

   

7,700

     

329

   

en Japan, Inc.

   

32,600

     

1,139

   

Fuji Electric Co. Ltd.

   

52,700

     

2,307

   

ITOCHU Corp.

   

28,500

     

844

   

Komatsu Ltd.

   

12,300

     

308

   

See notes to financial statements.


15


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Mitsubishi Electric Corp.

   

25,000

   

$

339

   

Mitsui & Co. Ltd.

   

25,300

     

581

   

Nippon Yusen KK

   

47,600

     

2,572

   

OKUMA Corp.

   

16,200

     

812

   

Sanwa Holdings Corp.

   

135,200

     

1,645

   

Yamato Holdings Co. Ltd.

   

12,500

     

360

   
     

11,236

   

Information Technology (0.8%):

 

Canon, Inc.

   

15,400

     

355

   

Fujitsu Ltd.

   

17,400

     

2,961

   

Hitachi Ltd.

   

12,500

     

719

   

Murata Manufacturing Co. Ltd.

   

4,800

     

398

   

NTT Data Corp.

   

22,700

     

352

   

Oracle Corp.

   

7,300

     

545

   

Tokyo Electron Ltd.

   

1,600

     

660

   

Ulvac, Inc.

   

22,500

     

1,096

   
     

7,086

   

Materials (0.1%):

 

Rengo Co. Ltd.

   

34,100

     

290

   

Shin-Etsu Chemical Co. Ltd.

   

2,200

     

359

   

Tosoh Corp.

   

18,400

     

323

   
     

972

   

Real Estate (0.2%):

 

Daiwa House Industry Co. Ltd.

   

10,600

     

325

   

Open House Co. Ltd.

   

7,700

     

390

   

Sumitomo Realty & Development Co. Ltd.

   

29,000

     

945

   
     

1,660

   

Utilities (0.2%):

 

Chubu Electric Power Co., Inc.

   

96,100

     

1,153

   

Osaka Gas Co. Ltd.

   

17,700

     

331

   
     

1,484

   
     

51,874

   

Korea, Republic Of (1.0%):

 

Communication Services (0.1%):

 

AfreecaTV Co. Ltd.

   

5,409

     

624

   

Consumer Discretionary (0.1%):

 

Danawa Co. Ltd.

   

9,672

     

253

   

Handsome Co. Ltd.

   

10,298

     

351

   

Hyosung TNC Corp.

   

537

     

417

   
     

1,021

   

Financials (0.1%):

 

DB Insurance Co. Ltd.

   

7,995

     

397

   

JB Financial Group Co. Ltd.

   

58,374

     

392

   

KIWOOM Securities Co. Ltd.

   

3,125

     

321

   
     

1,110

   

See notes to financial statements.


16


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Health Care (0.2%):

 

Classys, Inc.

   

19,691

   

$

379

   

Daewon Pharmaceutical Co. Ltd.

   

16,334

     

225

   

Hugel, Inc. (b)

   

2,115

     

441

   

InBody Co. Ltd.

   

12,563

     

318

   

I-Sens, Inc.

   

8,085

     

228

   

Samjin Pharmaceutical Co. Ltd.

   

10,638

     

249

   
     

1,840

   

Industrials (0.2%):

 

CJ Corp.

   

3,267

     

278

   

CJ Logistics Corp. (b)

   

2,056

     

315

   

Hanwha Aerospace Co. Ltd.

   

13,303

     

600

   

HMM Co. Ltd. (b)

   

8,634

     

301

   

Jinsung T.E.C.

   

26,909

     

294

   
     

1,788

   

Information Technology (0.1%):

 

Hana Materials, Inc.

   

9,284

     

415

   

Samwha Capacitor Co., Ltd.

   

5,768

     

306

   

TES Co. Ltd.

   

14,764

     

379

   

WONIK IPS Co. Ltd.

   

8,267

     

334

   
     

1,434

   

Materials (0.2%):

 

Hansol Chemical Co. Ltd.

   

2,827

     

658

   

PI Advanced Materials Co. Ltd.

   

8,555

     

398

   

SK Materials Co. Ltd.

   

1,227

     

449

   
     

1,505

   
     

9,322

   

Luxembourg (0.2%):

 

Energy (0.0%): (a)

 

Tenaris SA

   

37,316

     

380

   

Health Care (0.1%):

 

Eurofins Scientific SE

   

4,746

     

568

   

Materials (0.1%):

 

ArcelorMittal SA

   

14,166

     

494

   

Ternium SA, ADR

   

13,256

     

645

   
     

1,139

   
     

2,087

   

Malaysia (0.2%):

 

Financials (0.0%): (a)

 

Hong Leong Financial Group Bhd

   

85,000

     

347

   

Industrials (0.1%):

 

MMC Corp. Bhd

   

1,495,100

     

621

   

See notes to financial statements.


17


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Information Technology (0.1%):

 

Inari Amertron Bhd

   

464,800

   

$

367

   
     

1,335

   

Mexico (0.3%):

 

Consumer Discretionary (0.1%):

 

Alsea SAB de CV (b) (d)

   

205,426

     

417

   

Betterware de Mexico SAB de CV

   

6,994

     

297

   
     

714

   

Consumer Staples (0.0%): (a)

 

Industrias Bachoco SAB de CV Class B

   

92,822

     

340

   

Financials (0.1%):

 

Regional SAB de CV

   

69,571

     

429

   

Industrials (0.1%):

 

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

   

19,384

     

428

   

Grupo Traxion SAB de CV (b) (c)

   

197,604

     

371

   
     

799

   

Real Estate (0.0%): (a)

 

Corp Inmobiliaria Vesta SAB de CV

   

214,364

     

421

   
     

2,703

   

Netherlands (1.7%):

 

Communication Services (0.2%):

 

Koninklijke KPN NV

   

521,177

     

1,710

   

Consumer Discretionary (0.0%): (a)

 

Prosus NV

   

4,108

     

366

   

Consumer Staples (0.1%):

 

Koninklijke Ahold Delhaize NV

   

26,473

     

823

   

Financials (0.3%):

 

ING Groep NV

   

178,879

     

2,295

   

NN Group NV

   

9,438

     

469

   
     

2,764

   

Health Care (0.0%): (a)

 

QIAGEN NV (b)

   

6,756

     

362

   

Information Technology (0.8%):

 

ASM International NV

   

6,365

     

2,259

   
ASML Holding NV    

1,079

     

824

   

NXP Semiconductors NV

   

14,473

     

2,987

   

STMicroelectronics NV

   

18,027

     

742

   
     

6,812

   

Materials (0.3%):

 

Akzo Nobel NV

   

2,621

     

324

   

LyondellBasell Industries NV Class A

   

24,804

     

2,464

   
     

2,788

   
     

15,625

   

See notes to financial statements.


18


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

New Zealand (0.1%):

 

Health Care (0.1%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

28,577

   

$

629

   

Norway (0.2%):

 

Energy (0.1%):

 

Aker BP ASA

   

37,910

     

1,022

   

Equinor ASA

   

16,596

     

323

   
     

1,345

   

Financials (0.1%):

 

SpareBank 1 SMN

   

54,050

     

750

   
     

2,095

   

Philippines (0.0%): (a)

 

Real Estate (0.0%):

 

Filinvest Land, Inc.

   

17,251,000

     

384

   

Russian Federation (0.0%): (a)

 

Consumer Discretionary (0.0%):

 

Detsky Mir PJSC

   

168,020

     

322

   

Singapore (0.2%):

 

Consumer Discretionary (0.0%): (a)

 

Genting Singapore Ltd.

   

465,500

     

278

   

Consumer Staples (0.1%):

 

Wilmar International Ltd.

   

135,900

     

435

   

Financials (0.1%):

 

DBS Group Holdings Ltd.

   

22,000

     

492

   

Singapore Exchange Ltd.

   

56,400

     

494

   
     

986

   
     

1,699

   

South Africa (0.1%):

 

Consumer Discretionary (0.0%): (a)

 

The Foschini Group Ltd. (b)

   

42,623

     

450

   

Industrials (0.0%): (a)

 

Raubex Group Ltd.

   

145,480

     

283

   

Materials (0.1%):

 

Impala Platinum Holdings Ltd.

   

28,013

     

505

   
     

1,238

   

Spain (0.3%):

 

Communication Services (0.2%):

 

Telefonica SA (d)

   

396,186

     

1,812

   

Industrials (0.0%): (a)

 

ACS Actividades de Construccion y Servicios SA

   

15,114

     

398

   

See notes to financial statements.


19


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Utilities (0.1%):

 

Acciona SA

   

1,977

   

$

303

   

EDP Renovaveis SA

   

18,205

     

427

   
     

730

   
     

2,940

   

Sweden (0.8%):

 

Consumer Staples (0.1%):

 

Swedish Match AB

   

69,918

     

626

   

Financials (0.1%):

 

Skandinaviska Enskilda Banken AB Class A

   

35,626

     

482

   

Industrials (0.5%):

 

Atlas Copco AB Class B

   

56,690

     

3,224

   

Sandvik AB

   

14,628

     

382

   
SKF AB B Shares    

17,037

     

453

   

Volvo AB Class B

   

22,371

     

528

   
     

4,587

   

Information Technology (0.0%): (a)

 

Telefonaktiebolaget LM Ericsson Class B

   

34,069

     

393

   

Materials (0.1%):

 

Boliden AB

   

13,381

     

522

   

Real Estate (0.0%): (a)

 

Fastighets AB Balder B Shares (b)

   

5,165

     

357

   
     

6,967

   

Switzerland (4.1%):

 

Consumer Discretionary (0.0%): (a)

 

Cie Financiere Richemont SA Registered Shares

   

3,353

     

429

   

Consumer Staples (1.1%):

 

Coca-Cola HBC AG

   

54,642

     

2,063

   

Nestle SA Registered Shares

   

63,958

     

8,100

   
     

10,163

   

Financials (0.8%):

 

Cembra Money Bank AG

   

11,199

     

1,164

   

Julius Baer Group Ltd.

   

7,940

     

524

   

Partners Group Holding AG

   

1,353

     

2,312

   

Swiss Life Holding AG

   

2,164

     

1,116

   

UBS Group AG

   

152,596

     

2,514

   
     

7,630

   

Health Care (1.3%):

 

Lonza Group AG Registered Shares

   

672

     

524

   

Novartis AG Registered Shares

   

46,989

     

4,346

   

Roche Holding AG

   

15,503

     

5,990

   

Sonova Holding AG

   

1,299

     

510

   
     

11,370

   

See notes to financial statements.


20


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Industrials (0.3%):

 

Adecco Group AG

   

44,657

   

$

2,675

   

Information Technology (0.5%):

 

Logitech International SA Class R

   

9,080

     

998

   

TE Connectivity Ltd.

   

20,865

     

3,077

   
     

4,075

   

Materials (0.1%):

 

LafargeHolcim Ltd

   

7,433

     

436

   
     

36,778

   

Taiwan (0.9%):

 

Consumer Discretionary (0.1%):

 

Gourmet Master Co. Ltd.

   

67,000

     

353

   

Topkey Corp.

   

60,000

     

320

   
     

673

   

Industrials (0.2%):

 

Chicony Power Technology Co. Ltd.

   

179,000

     

445

   

China Airlines Ltd. (b)

   

579,000

     

358

   

Turvo International Co. Ltd. (b)

   

81,000

     

374

   

Yang Ming Marine Transport Corp. (b)

   

85,000

     

358

   
     

1,535

   

Information Technology (0.5%):

 

Chipbond Technology Corp.

   

196,000

     

527

   

Holy Stone Enterprise Co. Ltd.

   

75,000

     

337

   

King Yuan Electronics Co. Ltd.

   

312,000

     

520

   

Lelon Electronics Corp.

   

156,000

     

404

   

Macronix International Co. Ltd. (b)

   

332,000

     

496

   

Parade Technologies Ltd.

   

10,000

     

614

   

Phison Electronics Corp.

   

22,000

     

376

   

Powertech Technology, Inc.

   

88,000

     

349

   

Sigurd Microelectronics Corp. (b)

   

206,000

     

474

   

Tripod Technology Corp.

   

91,000

     

391

   

Walsin Technology Corp.

   

54,000

     

389

   
     

4,877

   

Materials (0.1%):

 

China General Plastics Corp. (b)

   

289,000

     

411

   

Taiwan Hon Chuan Enterprise Co. Ltd.

   

155,000

     

434

   

Tung Ho Steel Enterprise Corp.

   

323,000

     

541

   
     

1,386

   
     

8,471

   

Thailand (0.1%):

 

Real Estate (0.1%):

 

AP Thailand PCL

   

1,756,800

     

423

   

See notes to financial statements.


21


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Turkey (0.1%):

 

Communication Services (0.0%): (a)

 

Turk Telekomunikasyon A/S

   

263,433

   

$

205

   

Consumer Staples (0.0%): (a)

 

Anadolu Efes Biracilik Ve Malt Sanayii A/S

   

106,995

     

282

   

Industrials (0.1%):

 

Turkiye Sise ve Cam Fabrikalari A/S

   

393,767

     

355

   

Information Technology (0.0%): (a)

 

Logo Yazilim Sanayi Ve Ticaret A/S

   

56,452

     

243

   
     

1,085

   

United Kingdom (4.4%):

 

Communication Services (0.2%):

 

ITV PLC (b)

   

893,313

     

1,389

   

Vodafone Group PLC

   

270,416

     

434

   
     

1,823

   

Consumer Discretionary (0.7%):

 

Aptiv PLC (b)

   

18,921

     

3,157

   

Barratt Developments PLC

   

46,476

     

454

   

Next PLC (b)

   

14,612

     

1,601

   

Stellantis NV

   

41,950

     

804

   
     

6,016

   

Consumer Staples (0.7%):

 

British American Tobacco PLC

   

9,680

     

360

   

Diageo PLC

   

58,407

     

2,896

   

Imperial Brands PLC

   

76,843

     

1,645

   

Tate & Lyle PLC

   

31,716

     

325

   

Tesco PLC

   

184,547

     

597

   

Unilever PLC

   

9,062

     

522

   
     

6,345

   

Energy (0.4%):

 
BP PLC    

312,416

     

1,254

   

Cairn Energy PLC

   

120,858

     

214

   

Royal Dutch Shell PLC Class A

   

95,787

     

1,925

   
     

3,393

   

Financials (0.9%):

 
3i Group PLC    

45,115

     

802

   

Aon PLC Class A

   

11,130

     

2,894

   

Barclays PLC

   

187,634

     

454

   

Close Brothers Group PLC

   

56,545

     

1,212

   

Intermediate Capital Group PLC

   

34,672

     

1,045

   

Legal & General Group PLC

   

533,469

     

1,932

   

Standard Chartered PLC

   

52,760

     

316

   
     

8,655

   

See notes to financial statements.


22


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Health Care (0.2%):

 

AstraZeneca PLC

   

3,283

   

$

377

   

CVS Group PLC (b)

   

25,507

     

852

   

Hikma Pharmaceuticals PLC

   

10,021

     

368

   
     

1,597

   

Industrials (0.4%):

 

Ashtead Group PLC

   

37,764

     

2,826

   

BAE Systems PLC

   

54,301

     

435

   

Ferguson PLC

   

2,645

     

371

   

Royal Mail PLC

   

40,304

     

282

   
     

3,914

   

Materials (0.9%):

 

Anglo American PLC

   

33,365

     

1,478

   

Croda International PLC

   

7,107

     

832

   

Evraz PLC

   

184,409

     

1,576

   

Rio Tinto PLC

   

46,783

     

3,973

   
     

7,859

   
     

39,602

   

United States (63.8%):

 

Communication Services (6.6%):

 

Alphabet, Inc. Class C (b)

   

7,954

     

21,511

   

AT&T, Inc.

   

119,478

     

3,351

   

Comcast Corp. Class A

   

138,454

     

8,145

   

Facebook, Inc. Class A (b)

   

19,567

     

6,972

   

Match Group, Inc. (b)

   

18,485

     

2,944

   

Pinterest, Inc. Class A (b)

   

45,242

     

2,665

   

Sirius XM Holdings, Inc. (d)

   

428,400

     

2,772

   

Snap, Inc. Class A (b)

   

50,885

     

3,787

   

Verizon Communications, Inc.

   

132,071

     

7,367

   
     

59,514

   

Consumer Discretionary (5.3%):

 

AutoZone, Inc. (b)

   

1,832

     

2,974

   

Best Buy Co., Inc.

   

22,420

     

2,519

   

eBay, Inc.

   

48,317

     

3,296

   

Ford Motor Co. (b)

   

242,371

     

3,381

   

General Motors Co. (b)

   

51,237

     

2,912

   

Lennar Corp. Class A

   

25,845

     

2,718

   

Lowe's Cos., Inc.

   

32,762

     

6,313

   

O'Reilly Automotive, Inc. (b)

   

4,956

     

2,993

   

Roku, Inc. (b)

   

8,656

     

3,707

   

Target Corp.

   

29,524

     

7,707

   

Tesla, Inc. (b)

   

7,513

     

5,163

   

The Home Depot, Inc.

   

13,041

     

4,280

   
     

47,963

   

See notes to financial statements.


23


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Consumer Staples (4.2%):

 

Altria Group, Inc.

   

186,751

   

$

8,971

   

Archer-Daniels-Midland Co.

   

42,993

     

2,568

   

Colgate-Palmolive Co.

   

35,707

     

2,839

   

Keurig Dr Pepper, Inc.

   

75,827

     

2,670

   

Monster Beverage Corp. (b)

   

31,121

     

2,935

   

Philip Morris International, Inc.

   

69,837

     

6,990

   

The Clorox Co.

   

14,867

     

2,689

   

The Estee Lauder Cos., Inc.

   

9,918

     

3,311

   

Tyson Foods, Inc. Class A

   

34,561

     

2,470

   

Walgreens Boots Alliance, Inc.

   

53,444

     

2,520

   
     

37,963

   

Energy (1.4%):

 

Chevron Corp.

   

34,333

     

3,495

   

ConocoPhillips

   

106,991

     

5,998

   

Marathon Petroleum Corp.

   

47,963

     

2,649

   
     

12,142

   

Financials (7.8%):

 

AGNC Investment Corp.

   

8,417

     

134

   

Annaly Capital Management, Inc.

   

21,680

     

184

   

Berkshire Hathaway, Inc. Class B (b)

   

16,148

     

4,494

   

BlackRock, Inc.

   

3,827

     

3,319

   

Capital One Financial Corp.

   

38,657

     

6,251

   

Citigroup, Inc.

   

46,118

     

3,118

   

Fifth Third Bancorp

   

66,832

     

2,425

   

KeyCorp

   

116,814

     

2,297

   

MetLife, Inc.

   

86,713

     

5,003

   

Morgan Stanley

   

75,072

     

7,205

   

MSCI, Inc.

   

5,712

     

3,404

   

Prudential Financial, Inc.

   

54,445

     

5,460

   

S&P Global, Inc.

   

7,846

     

3,364

   

SVB Financial Group (b)

   

9,381

     

5,159

   

T. Rowe Price Group, Inc.

   

14,750

     

3,011

   

The Allstate Corp.

   

21,363

     

2,778

   

The Goldman Sachs Group, Inc.

   

17,720

     

6,643

   

The Progressive Corp.

   

27,673

     

2,633

   

Wells Fargo & Co.

   

77,351

     

3,554

   
     

70,436

   

Health Care (13.4%):

 

Abbott Laboratories

   

31,344

     

3,792

   

AbbVie, Inc.

   

32,125

     

3,736

   

Agilent Technologies, Inc.

   

21,366

     

3,274

   

Align Technology, Inc. (b)

   

4,697

     

3,268

   

Amgen, Inc.

   

26,721

     

6,454

   

Anthem, Inc.

   

7,992

     

3,069

   

Biogen, Inc. (b)

   

20,795

     

6,794

   

Bristol-Myers Squibb Co.

   

52,788

     

3,583

   

Cigna Corp.

   

12,133

     

2,784

   

See notes to financial statements.


24


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

CVS Health Corp.

   

38,454

   

$

3,167

   

Danaher Corp.

   

13,507

     

4,018

   

Eli Lilly & Co.

   

17,528

     

4,268

   

Gilead Sciences, Inc.

   

46,970

     

3,208

   

HCA Healthcare, Inc.

   

28,020

     

6,955

   

IDEXX Laboratories, Inc. (b)

   

10,291

     

6,983

   

IQVIA Holdings, Inc. (b)

   

12,316

     

3,051

   

Johnson & Johnson

   

58,058

     

9,998

   

Merck & Co., Inc.

   

45,719

     

3,514

   

Mettler-Toledo International, Inc. (b)

   

4,293

     

6,327

   

Pfizer, Inc.

   

96,274

     

4,121

   

Stryker Corp.

   

12,267

     

3,324

   

Thermo Fisher Scientific, Inc.

   

7,656

     

4,134

   

UnitedHealth Group, Inc.

   

33,402

     

13,769

   

Waters Corp. (b)

   

8,518

     

3,320

   

Zoetis, Inc.

   

17,414

     

3,530

   
     

120,441

   

Industrials (5.5%):

 

3M Co.

   

32,017

     

6,337

   

Carrier Global Corp.

   

63,829

     

3,527

   

Caterpillar, Inc.

   

13,928

     

2,880

   

CSX Corp.

   

89,308

     

2,886

   

Cummins, Inc.

   

10,857

     

2,520

   

Deere & Co.

   

8,286

     

2,996

   

Fastenal Co.

   

51,322

     

2,811

   

General Dynamics Corp.

   

14,983

     

2,937

   

Illinois Tool Works, Inc.

   

12,458

     

2,824

   

Lockheed Martin Corp.

   

16,106

     

5,986

   

Northrop Grumman Corp.

   

8,064

     

2,927

   

Otis Worldwide Corp.

   

35,137

     

3,147

   

PACCAR, Inc.

   

30,161

     

2,503

   

Rockwell Automation, Inc.

   

10,071

     

3,096

   

W.W. Grainger, Inc.

   

5,819

     

2,587

   
     

49,964

   

Information Technology (14.9%):

 

Adobe, Inc. (b)

   

7,586

     

4,716

   

Apple, Inc.

   

207,807

     

30,311

   

Applied Materials, Inc.

   

47,747

     

6,681

   

Broadcom, Inc.

   

15,562

     

7,554

   

Cadence Design Systems, Inc. (b)

   

21,783

     

3,216

   

CDW Corp.

   

15,370

     

2,818

   

Cisco Systems, Inc.

   

140,985

     

7,806

   

Cognizant Technology Solutions Corp. Class A

   

38,196

     

2,809

   

HP, Inc.

   

243,439

     

7,028

   

Intel Corp.

   

65,043

     

3,494

   

International Business Machines Corp.

   

22,838

     

3,219

   

Intuit, Inc.

   

7,642

     

4,050

   

Lam Research Corp.

   

9,554

     

6,090

   

Mastercard, Inc. Class A

   

11,248

     

4,341

   

See notes to financial statements.


25


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Micron Technology, Inc. (b)

   

34,928

   

$

2,710

   

Microsoft Corp.

   

46,084

     

13,130

   

NVIDIA Corp.

   

29,664

     

5,784

   

Oracle Corp.

   

42,245

     

3,681

   

Square, Inc. Class A (b)

   

12,763

     

3,156

   

Texas Instruments, Inc.

   

36,578

     

6,972

   

VeriSign, Inc. (b)

   

11,953

     

2,586

   

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

   

16,714

     

2,570

   
     

134,722

   

Materials (1.2%):

 

Dow, Inc.

   

43,059

     

2,676

   

International Paper Co.

   

45,360

     

2,620

   

PPG Industries, Inc.

   

15,544

     

2,542

   

The Sherwin-Williams Co.

   

10,270

     

2,989

   
     

10,827

   

Real Estate (1.9%):

 

Alexandria Real Estate Equities, Inc.

   

2,103

     

423

   

American Tower Corp.

   

6,865

     

1,941

   

AvalonBay Communities, Inc.

   

2,163

     

493

   

Boston Properties, Inc.

   

2,289

     

269

   

Camden Property Trust

   

1,510

     

226

   

CBRE Group, Inc. Class A (b)

   

5,140

     

496

   

Crown Castle International Corp.

   

6,644

     

1,283

   

Digital Realty Trust, Inc.

   

4,327

     

667

   

Duke Realty Corp.

   

5,750

     

293

   

Equinix, Inc.

   

1,369

     

1,123

   

Equity LifeStyle Properties, Inc.

   

2,687

     

225

   

Equity Residential

   

5,753

     

484

   

Essex Property Trust, Inc.

   

1,009

     

331

   

Extra Space Storage, Inc.

   

1,998

     

348

   

Healthpeak Properties, Inc.

   

8,313

     

307

   

Host Hotels & Resorts, Inc. (b)

   

10,643

     

169

   

Invitation Homes, Inc.

   

8,625

     

351

   

Iron Mountain, Inc.

   

4,428

     

194

   

Medical Properties Trust, Inc.

   

8,854

     

186

   

Mid-America Apartment Communities, Inc.

   

1,778

     

343

   

Omega Healthcare Investors, Inc.

   

3,521

     

128

   

Prologis, Inc.

   

11,379

     

1,457

   

Public Storage

   

2,428

     

759

   

Realty Income Corp.

   

5,391

     

379

   

Regency Centers Corp.

   

2,634

     

172

   

SBA Communications Corp.

   

1,716

     

585

   

Simon Property Group, Inc.

   

5,112

     

647

   

Sun Communities, Inc.

   

1,661

     

326

   

UDR, Inc.

   

4,546

     

250

   

Ventas, Inc.

   

5,764

     

345

   

VEREIT, Inc.

   

3,353

     

164

   

VICI Properties, Inc. (d)

   

8,278

     

258

   

Vornado Realty Trust

   

2,524

     

110

   

See notes to financial statements.


26


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Welltower, Inc.

   

6,404

   

$

556

   

Weyerhaeuser Co.

   

11,700

     

395

   

WP Carey, Inc.

   

2,707

     

218

   
     

16,901

   

Utilities (1.6%):

 

Exelon Corp.

   

64,560

     

3,022

   

NextEra Energy, Inc.

   

45,663

     

3,557

   

NRG Energy, Inc.

   

75,606

     

3,118

   

The AES Corp.

   

205,455

     

4,869

   
     

14,566

   
     

575,439

   

Total Common Stocks (Cost $656,198)

   

894,828

   

Exchange-Traded Funds (0.1%)

 

United States (0.1%):

 

iShares Core MSCI EAFE ETF

   

9,532

     

720

   

Total Exchange-Traded Funds (Cost $718)

   

720

   

Collateral for Securities Loaned^ (0.8%)

 

United States (0.8%):

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

330,214

     

330

   

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

   

6,724,590

     

6,725

   

Total Collateral for Securities Loaned (Cost $7,055)

   

7,055

   

Total Investments (Cost $663,971) — 100.1%

   

902,603

   

Liabilities in excess of other assets — (0.1)%

   

(1,070

)

 

NET ASSETS — 100.00%

 

$

901,533

   

^  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 July 31, 2021, the fair value of these securities was $2,112 (thousands) and amounted to 0.2% of net assets.

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

(e)  Rounds to less than $1 thousand.

(f)  Rate disclosed is the daily yield on July 31, 2021.

See notes to financial statements.


27


USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
July 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.


28


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Capital
Growth Fund
 

Assets:

 

Investments, at value (Cost $663,971)

 

$

902,603

(a)

 

Foreign currency, at value (Cost $337)

   

335

   

Cash

   

5,215

   

Receivables:

 

Interest and dividends

   

1,060

   

Capital shares issued

   

279

   

Investments sold

   

154

   

Reclaims

   

1,018

   

Prepaid expenses

   

18

   

Total Assets

   

910,682

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

7,055

   

Investments purchased

   

515

   

Capital shares redeemed

   

221

   

Accrued foreign capital gains taxes

   

439

   

Accrued expenses and other payables:

 

Investment advisory fees

   

617

   

Administration fees

   

114

   

Custodian fees

   

32

   

Transfer agent fees

   

93

   

Compliance fees

   

(b)

 

Trustees' fees

   

1

   

Other accrued expenses

   

62

   

Total Liabilities

   

9,149

   

Net Assets:

 

Capital

   

588,844

   

Total accumulated earnings/(loss)

   

312,689

   

Net Assets

 

$

901,533

   

Net Assets

 

Fund Shares

 

$

899,767

   

Institutional Shares

   

1,766

   

Total

 

$

901,533

   

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

 

Fund Shares

   

65,803

   

Institutional Shares

   

128

   

Total

   

65,931

   

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

 

Fund Shares

 

$

13.67

   

Institutional Shares

   

13.81

   

(a)  Includes $6,729 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 July 31, 2021
 

(Amounts in Thousands)

    USAA Capital
Growth Fund
 

Investment Income:

 

Dividends

 

$

18,314

   

Interest

   

6

   

Securities lending (net of fees)

   

56

   

Foreign tax withholding

   

(791

)

 

Total Income

   

17,585

   

Expenses:

 

Investment advisory fees

   

5,830

   

Administration fees — Fund Shares

   

1,238

   

Administration fees — Institutional Shares

   

6

   

Sub-Administration fees

   

75

   

Custodian fees

   

193

   

Transfer agent fees — Fund Shares

   

1,163

   

Transfer agent fees — Institutional Shares

   

6

   

Trustees' fees

   

57

   

Compliance fees

   

5

   

Legal and audit fees

   

105

   

State registration and filing fees

   

48

   

Other expenses

   

126

   

Recoupment of prior expenses waived/reimbursed by Adviser

   

77

   

Total Expenses

   

8,929

   

Expenses waived/reimbursed by Adviser

   

(10

)

 

Net Expenses

   

8,919

   

Net Investment Income (Loss)

   

8,666

   

Realized/Unrealized Gains (Losses) from Investments:

 

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

   

90,247

   

Foreign taxes on realized gains

   

(18

)

 
Net change in unrealized appreciation/depreciation on investment securities and
foreign currency transactions
   

136,888

   

Net change in accrued foreign taxes on unrealized gains

   

(439

)

 

Net realized/unrealized gains (losses) on investments

   

226,678

   

Change in net assets resulting from operations

 

$

235,344

   

See notes to financial statements.


30


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Capital Growth Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

8,666

   

$

11,045

   

Net realized gains (losses) from investments

   

90,229

     

26,105

   

Net change in unrealized appreciation/depreciation on investments

   

136,449

     

(19,968

)

 

Change in net assets resulting from operations

   

235,344

     

17,182

   

Distributions to Shareholders:

 

Fund Shares

   

(24,838

)

   

(72,350

)

 

Institutional Shares

   

(206

)

   

(6,085

)

 

Change in net assets resulting from distributions to shareholders

   

(25,044

)

   

(78,435

)

 

Change in net assets resulting from capital transactions

   

(75,428

)

   

(108,841

)

 

Change in net assets

   

134,872

     

(170,094

)

 

Net Assets:

 

Beginning of period

   

766,661

     

936,755

   

End of period

 

$

901,533

   

$

766,661

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

53,898

   

$

35,630

   

Distributions reinvested

   

24,634

     

71,922

   

Cost of shares redeemed

   

(142,355

)

   

(118,356

)

 

Total Fund Shares

 

$

(63,823

)

 

$

(10,804

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

1,635

   

$

750

   

Distributions reinvested

   

32

     

5,585

   

Cost of shares redeemed

   

(13,272

)

   

(104,372

)

 

Total Institutional Shares

 

$

(11,605

)

 

$

(98,037

)

 

Change in net assets resulting from capital transactions

 

$

(75,428

)

 

$

(108,841

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

4,393

     

3,485

   

Reinvested

   

2,105

     

6,484

   

Redeemed

   

(11,813

)

   

(11,563

)

 

Total Fund Shares

   

(5,315

)

   

(1,594

)

 

Institutional Shares

 

Issued

   

128

     

73

   

Reinvested

   

3

     

502

   

Redeemed

   

(1,087

)

   

(9,183

)

 

Total Institutional Shares

   

(956

)

   

(8,608

)

 

Change in Shares

   

(6,271

)

   

(10,202

)

 

See notes to financial statements.


31


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

USAA Capital Growth Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

10.62

     

0.13

(b)

   

3.28

     

3.41

     

(0.12

)

   

(0.24

)

 

July 31, 2020

 

$

11.36

     

0.14

(b)

   

0.13

     

0.27

     

(0.17

)

   

(0.84

)

 

July 31, 2019

 

$

12.63

     

0.16

     

(0.48

)

   

(0.32

)

   

(0.17

)

   

(0.78

)

 

July 31, 2018

 

$

11.67

     

0.15

     

1.21

     

1.36

     

(0.12

)

   

(0.28

)

 

July 31, 2017

 

$

9.97

     

0.14

     

1.71

     

1.85

     

(0.15

)

   

   

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

10.66

     

0.15

(b)

   

3.35

     

3.50

     

(0.11

)

   

(0.24

)

 

July 31, 2020

 

$

11.39

     

0.14

(b)

   

0.14

     

0.28

     

(0.17

)

   

(0.84

)

 

July 31, 2019

 

$

12.66

     

0.23

(b)

   

(0.55

)

   

(0.32

)

   

(0.17

)

   

(0.78

)

 

July 31, 2018

 

$

11.70

     

0.17

     

1.20

     

1.37

     

(0.13

)

   

(0.28

)

 

July 31, 2017

 

$

9.98

     

0.15

     

1.71

     

1.86

     

(0.14

)

   

   

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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 the 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 transition or asset allocation shift.

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

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

(f)  Reflects a return to normal trading levels after a prior year transition.

See notes to financial statements.


32


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(a)
 

USAA Capital Growth Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.36

)

 

$

13.67

     

32.74

%

   

1.07

%

   

1.04

%

   

1.07

%

 

$

899,767

     

67

%(f)

 

July 31, 2020

   

(1.01

)

 

$

10.62

     

2.14

%

   

1.12

%

   

1.35

%

   

1.13

%

 

$

755,102

     

152

%(c)

 

July 31, 2019

   

(0.95

)

 

$

11.36

     

(1.82

)%

   

1.13

%

   

1.43

%

   

1.13

%

 

$

826,325

     

54

%(d)

 

July 31, 2018

   

(0.40

)

 

$

12.63

     

11.76

%

   

1.15

%

   

1.25

%

   

1.15

%

 

$

902,670

     

22

%(e)

 

July 31, 2017

   

(0.15

)

 

$

11.67

     

18.75

%

   

1.21

%

   

1.27

%

   

1.21

%

 

$

836,515

     

55

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.35

)

 

$

13.81

     

33.45

%

   

0.77

%

   

1.30

%

   

0.92

%

 

$

1,766

     

67

%(f)

 

July 31, 2020

   

(1.01

)

 

$

10.66

     

2.20

%

   

1.01

%

   

1.31

%

   

1.01

%

 

$

11,559

     

152

%(c)

 

July 31, 2019

   

(0.95

)

 

$

11.39

     

(1.77

)%

   

1.03

%

   

2.04

%

   

1.03

%

 

$

110,430

     

54

%(d)

 

July 31, 2018

   

(0.41

)

 

$

12.66

     

11.84

%

   

1.10

%

   

1.38

%

   

1.21

%

 

$

7,961

     

22

%(e)

 

July 31, 2017

   

(0.14

)

 

$

11.70

     

18.79

%

   

1.10

%

   

1.38

%

   

1.47

%

 

$

5,762

     

55

%

 

See notes to financial statements.


33


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Capital Growth Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


34


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 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

 

$

630,772

   

$

264,056

   

$

   

$

894,828

   

Exchange-Traded Funds

   

720

     

     

     

720

   

Collateral for Securities Loaned

   

7,055

     

     

     

7,055

   

Total

 

$

638,547

   

$

264,056

   

$

   

$

902,603

   

For the year ended July 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.


35


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 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 discounts. 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


36


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

6,729

   

$

   

$

7,055

   

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 investment securities 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 (losses) from investment securities 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.

The Fund filed for additional European Union reclaims related to prior years. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. For the year ended July 31, 2021, the Fund recognized $183 thousand in reclaims and no amounts are related to interest on the filed reclaims. These reclaims are reflected on the Statement of Operations as dividend income.

Federal Income Taxes:

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

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

Allocations:

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


37


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

3. Purchases and Sales:

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

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

544,932

   

$

637,561

   

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 July 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.

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 the 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


38


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

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

For the period July 1, 2020, to July 31, 2021, performance adjustments were $(384) and $(21) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.05)% and (0.33)% for Fund Shares and Institutional Shares, 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

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


39


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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 July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 1.12% and 1.10% for Fund Shares and Institutional Shares, 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 July 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 July 31, 2021.

Expires 2023  

Expires 2024

 

Total

 
$

56

   

$

10

   

$

66

   

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 July 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.

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

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


40


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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 July 31, 2021.

7. Federal Income Tax Information:

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

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


41


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

As of July 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

 

$

(3,635

)

 

$

3,635

   

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 July 31, 2021

 

Year Ended July 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
 
       

$

16,192

   

$

8,852

   

$

25,044

   

$

13,664

   

$

64,771

   

$

78,435

   

As of July 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)
 
$

36,722

   

$

43,728

   

$

80,450

   

$

232,239

   

$

312,689

   

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

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

As of July 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)
 
       

$

669,955

   

$

248,344

   

$

(15,696

)

 

$

232,648

   


42


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Capital Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Capital Growth Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


43


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


44


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


45


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


46


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


47


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


48


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


49


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,167.40

   

$

1,019.44

   

$

5.80

   

$

5.41

     

1.08

%

 

Institutional Shares

   

1,000.00

     

1,171.30

     

1,021.37

     

3.71

     

3.46

     

0.69

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


50


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):





  Dividends
Received
Deduction
(corporate
shareholders)
  Qualified
Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest
Income
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 

   

36

%

   

35

%

   

3

%

 

$

8,877

   

$

10,985

   


51


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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  

36844-0921


JULY 31, 2021

Annual Report

USAA Aggressive 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 Capital 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
   

24

   

Supplemental Information (Unaudited)

   

25

   

Trustees' and Officers' Information

    25    

Proxy Voting and Portfolio Holdings Information

    31    

Expense Examples

    31    

Additional Federal Income Tax Information

    32    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Aggressive Growth Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

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

The Fund has two share classes: Fund Shares and Institutional Shares. For the reporting period ended July 31, 2021, the Fund Shares and Institutional Shares had total returns of 33.27% and 33.24%, respectively. This compares to returns of 36.68% for the Russell 1000® Growth Index (the "Index") and 36.07% for the Lipper Large-Cap Growth Funds Index.


4


USAA Mutual Funds Trust

USAA Aggressive Growth Fund (continued)

Managers' Commentary (continued)

•  What strategies did you employ during the reporting period?

For the reporting period, the Fund underperformed the Index as stock selection and sector allocation both detracted from performance versus the Index. In terms of allocation, a slight overweight to industrials hurt performance while an underweight to consumer staples helped. Stock selection within the financials sector was additive but it was more than offset by negative selection effect within the health care sector.

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


5


USAA Mutual Funds Trust

USAA Aggressive Growth Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

 

Institutional Shares

         

INCEPTION DATE

 

10/19/81

 

8/1/08

         
   

Net Asset Value

 

Net Asset Value

 
Russell 1000® Growth
Index1
  Lipper Large-Cap
Growth Funds
Index2
 

One Year

   

33.27

%

   

33.24

%

   

36.68

%

   

36.07

%

 

Five Year

   

20.56

%

   

20.56

%

   

23.32

%

   

22.90

%

 

Ten Year

   

15.70

%

   

15.86

%

   

18.37

%

   

17.06

%

 

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 Aggressive Growth Fund — Growth of $10,000

1The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. 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 Lipper Large-Cap Growth Funds Index tracks the total return performance of funds within the Lipper Large-Cap Growth Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Aggressive Growth Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

Alphabet, Inc. Class C

   

6.7

%

 

Amazon.com, Inc.

   

6.0

%

 

Microsoft Corp.

   

5.4

%

 

Visa, Inc. Class A

   

4.3

%

 

Facebook, Inc. Class A

   

4.1

%

 

NVIDIA Corp.

   

4.0

%

 

Apple, Inc.

   

3.9

%

 

PayPal Holdings, Inc.

   

3.4

%

 

Twilio, Inc. Class A

   

2.7

%

 

ServiceNow, Inc.

   

2.6

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Aggressive Growth Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Common Stocks (98.5%)

 

Communication Services (13.3%):

 

Activision Blizzard, Inc.

   

105,453

   

$

8,818

   

Alphabet, Inc. Class C (a)

   

57,853

     

156,459

   

Facebook, Inc. Class A (a)

   

267,133

     

95,180

   

Snap, Inc. Class A (a)

   

339,767

     

25,285

   

Twitter, Inc. (a)

   

339,361

     

23,670

   
     

309,412

   

Communications Equipment (0.6%):

 

Palo Alto Networks, Inc. (a)

   

34,903

     

13,928

   

Consumer Discretionary (19.1%):

 

Airbnb, Inc. Class A (a)

   

139,425

     

20,079

   

Amazon.com, Inc. (a)

   

41,810

     

139,126

   

Aptiv PLC (a)

   

131,086

     

21,872

   

Booking Holdings, Inc. (a)

   

5,996

     

13,061

   

Burlington Stores, Inc. (a)

   

103,985

     

34,814

   

Caesars Entertainment, Inc. (a)

   

120,195

     

10,500

   

Chipotle Mexican Grill, Inc. (a)

   

9,871

     

18,394

   

Dollar General Corp.

   

62,521

     

14,545

   

Lululemon Athletica, Inc. (a)

   

85,202

     

34,095

   

NIKE, Inc. Class B

   

338,397

     

56,685

   

Target Corp.

   

55,983

     

14,614

   

Tesla, Inc. (a)

   

52,273

     

35,922

   

The Home Depot, Inc.

   

70,717

     

23,209

   

The TJX Cos., Inc.

   

167,976

     

11,558

   
     

448,474

   

Consumer Staples (1.1%):

 

Constellation Brands, Inc. Class A

   

66,124

     

14,834

   

Freshpet, Inc. (a)

   

78,838

     

11,546

   
     

26,380

   

Financials (1.4%):

 

MSCI, Inc.

   

53,569

     

31,925

   

Health Care (12.1%):

 

Align Technology, Inc. (a)

   

69,059

     

48,052

   

Charles River Laboratories International, Inc. (a)

   

56,961

     

23,179

   

DexCom, Inc. (a)

   

19,606

     

10,107

   

Fate Therapeutics, Inc. (a)

   

75,753

     

6,272

   

Horizon Therapeutics PLC (a)

   

90,252

     

9,027

   

Jazz Pharmaceuticals PLC (a)

   

93,059

     

15,775

   

Masimo Corp. (a)

   

99,429

     

27,083

   

TG Therapeutics, Inc. (a)

   

165,869

     

5,804

   

Thermo Fisher Scientific, Inc.

   

54,037

     

29,180

   

Veeva Systems, Inc. Class A (a)

   

97,349

     

32,389

   

West Pharmaceutical Services, Inc.

   

58,153

     

23,943

   

Zoetis, Inc.

   

249,152

     

50,503

   
     

281,314

   

See notes to financial statements.


8


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Industrials (7.3%):

 

Carrier Global Corp.

   

95,683

   

$

5,286

   

CoStar Group, Inc. (a)

   

340,835

     

30,283

   

Generac Holdings, Inc. (a)

   

84,152

     

35,290

   

IDEX Corp.

   

47,365

     

10,737

   

IHS Markit Ltd.

   

80,620

     

9,420

   

Trane Technologies PLC

   

151,154

     

30,777

   

Uber Technologies, Inc. (a)

   

622,250

     

27,043

   

United Parcel Service, Inc. Class B

   

108,673

     

20,796

   
     

169,632

   

IT Services (15.5%):

 

EPAM Systems, Inc. (a)

   

78,752

     

44,085

   

Fiserv, Inc. (a)

   

182,526

     

21,011

   

Gartner, Inc. (a)

   

42,336

     

11,208

   

PayPal Holdings, Inc. (a)

   

285,280

     

78,603

   

Shopify, Inc. Class A (a)

   

19,606

     

29,408

   

Square, Inc. Class A (a)

   

45,889

     

11,347

   

Twilio, Inc. Class A (a)

   

167,744

     

62,668

   

Visa, Inc. Class A

   

408,357

     

100,614

   
     

358,944

   

Materials (0.2%):

 

The Scotts Miracle-Gro Co.

   

24,970

     

4,419

   

Real Estate (0.6%):

 

SBA Communications Corp.

   

39,160

     

13,353

   

Semiconductors & Semiconductor Equipment (7.8%):

 

Advanced Micro Devices, Inc. (a)

   

171,383

     

18,199

   

Lam Research Corp.

   

28,579

     

18,217

   

Marvell Technology, Inc.

   

214,742

     

12,994

   

Micron Technology, Inc. (a)

   

355,053

     

27,545

   

NVIDIA Corp.

   

476,649

     

92,942

   

STMicroelectronics NV, NYS (b)

   

266,774

     

11,010

   
     

180,907

   

Software (15.6%):

 

Adobe, Inc. (a)

   

76,672

     

47,662

   

Autodesk, Inc. (a)

   

62,565

     

20,091

   

Cadence Design Systems, Inc. (a)

   

155,831

     

23,008

   

Fair Isaac Corp. (a)

   

20,117

     

10,539

   

Microsoft Corp.

   

438,726

     

124,998

   

RingCentral, Inc. Class A (a)

   

78,753

     

21,048

   

ServiceNow, Inc. (a)

   

102,291

     

60,136

   

Synopsys, Inc. (a)

   

37,953

     

10,930

   

The Trade Desk, Inc. Class A (a)

   

402,197

     

32,944

   

Zoom Video Communications, Inc. Class A (a)

   

31,782

     

12,017

   
     

363,373

   

Technology Hardware, Storage & Peripherals (3.9%):

 

Apple, Inc.

   

624,708

     

91,120

   

Total Common Stocks (Cost $1,191,330)

   

2,293,181

   

See notes to financial statements.


9


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (0.5%)

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

1,845,682

   

$

1,846

   

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

   

9,175,918

     

9,176

   

Total Collateral for Securities Loaned (Cost $11,022)

   

11,022

   

Total Investments (Cost $1,202,352) — 99.0%

   

2,304,203

   

Other assets in excess of liabilities — 1.0%

   

23,465

   

NET ASSETS — 100.00%

 

$

2,327,668

   

At July 31, 2021, the Fund's investments in foreign securities were 6.9% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


10


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Aggressive
Growth Fund
 

Assets:

 

Investments, at value (Cost $1,202,352)

 

$

2,304,203

(a)

 

Cash

   

17,919

   

Receivables:

 

Interest and dividends

   

66

   

Capital shares issued

   

526

   

Investments sold

   

39,524

   

From Adviser

   

1

   

Prepaid expenses

   

36

   

Total Assets

   

2,362,275

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

11,022

   

Investments purchased

   

21,534

   

Capital shares redeemed

   

783

   

Accrued expenses and other payables:

 

Investment advisory fees

   

742

   

Administration fees

   

294

   

Custodian fees

   

15

   

Transfer agent fees

   

135

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

80

   

Total Liabilities

   

34,607

   

Net Assets:

 

Capital

   

1,053,474

   

Total accumulated earnings/(loss)

   

1,274,194

   

Net Assets

 

$

2,327,668

   

Net Assets

 

Fund Shares

 

$

2,307,263

   

Institutional Shares

   

20,405

   

Total

 

$

2,327,668

   

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

 

Fund Shares

   

37,686

   

Institutional Shares

   

328

   

Total

   

38,014

   

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

 

Fund Shares

 

$

61.22

   
Institutional Shares    

62.27

   

(a)  Includes $10,677 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.


11


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA Aggressive
Growth Fund
 

Investment Income:

 

Dividends

 

$

7,301

   

Interest

   

8

   

Securities lending (net of fees)

   

24

   

Total Income

   

7,333

   

Expenses:

 

Investment advisory fees

   

7,899

   

Administration fees — Fund Shares

   

3,099

   

Administration fees — Institutional Shares

   

15

   

Sub-Administration fees

   

40

   

Custodian fees

   

92

   

Transfer agent fees — Fund Shares

   

1,613

   

Transfer agent fees — Institutional Shares

   

15

   

Trustees' fees

   

57

   

Compliance fees

   

13

   

Legal and audit fees

   

61

   

State registration and filing fees

   

61

   

Other expenses

   

185

   

Total Expenses

   

13,150

   

Expenses waived/reimbursed by Adviser

   

(10

)

 

Net Expenses

   

13,140

   

Net Investment Income (Loss)

   

(5,807

)

 

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

236,099

   

Net change in unrealized appreciation/depreciation on investment securities

   

369,249

   

Net realized/unrealized gains (losses) on investments

   

605,348

   

Change in net assets resulting from operations

 

$

599,541

   

See notes to financial statements.


12


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Aggressive Growth Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(5,807

)

 

$

(2,668

)

 

Net realized gains (losses) from investments

   

236,099

     

(42,542

)

 
Net change in unrealized appreciation/depreciation on
investments
   

369,249

     

440,177

   

Change in net assets resulting from operations

   

599,541

     

394,967

   

Distributions to Shareholders:

 

Fund Shares

   

(3,755

)

   

(273,925

)

 

Institutional Shares

   

(25

)

   

(2,048

)

 

Change in net assets resulting from distributions to shareholders

   

(3,780

)

   

(275,973

)

 

Change in net assets resulting from capital transactions

   

(141,662

)

   

118,415

   

Change in net assets

   

454,099

     

237,409

   

Net Assets:

 

Beginning of period

   

1,873,569

     

1,636,160

   

End of period

 

$

2,327,668

   

$

1,873,569

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

177,645

   

$

115,595

   

Distributions reinvested

   

3,705

     

270,045

   

Cost of shares redeemed

   

(326,682

)

   

(267,501

)

 

Total Fund Shares

 

$

(145,332

)

 

$

118,139

   

Institutional Shares

 

Proceeds from shares issued

 

$

8,395

   

$

3,528

   

Distributions reinvested

   

24

     

2,005

   

Cost of shares redeemed

   

(4,749

)

   

(5,257

)

 

Total Institutional Shares

 

$

3,670

   

$

276

   

Change in net assets resulting from capital transactions

 

$

(141,662

)

 

$

118,415

   

Share Transactions:

 

Fund Shares

 

Issued

   

3,315

     

2,965

   

Reinvested

   

70

     

7,237

   

Redeemed

   

(6,148

)

   

(6,745

)

 

Total Fund Shares

   

(2,763

)

   

3,457

   

Institutional Shares

 

Issued

   

159

     

85

   

Reinvested

   

(a)

   

53

   

Redeemed

   

(93

)

   

(142

)

 

Total Institutional Shares

   

66

     

(4

)

 

Change in Shares

   

(2,697

)

   

3,453

   

(a)  Rounds to less than 1 thousand shares.

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
  Net Realized
Gains from
Investments
 

USAA Aggressive Growth Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

46.02

     

(0.15

)(b)

   

15.45

     

15.30

     

     

(0.10

)

 

July 31, 2020

 

$

43.91

     

(0.07

)(b)

   

9.82

     

9.75

     

(0.04

)

   

(7.60

)

 

July 31, 2019

 

$

48.92

     

0.13

     

1.72

     

1.85

     

(0.08

)

   

(6.78

)

 

July 31, 2018

 

$

43.96

     

0.19

     

8.79

     

8.98

     

(0.19

)

   

(3.83

)

 

July 31, 2017

 

$

40.02

     

0.36

     

6.30

     

6.66

     

(0.33

)

   

(2.39

)

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

46.82

     

(0.17

)(b)

   

15.72

     

15.55

     

     

(0.10

)

 

July 31, 2020

 

$

44.54

     

(0.05

)(b)

   

9.98

     

9.93

     

(0.05

)

   

(7.60

)

 

July 31, 2019

 

$

49.55

     

0.14

(b)

   

1.75

     

1.89

     

(0.12

)

   

(6.78

)

 

July 31, 2018

 

$

44.36

     

0.14

(b)

   

8.93

     

9.07

     

(0.05

)

   

(3.83

)

 

July 31, 2017

 

$

40.39

     

0.21

(b)

   

6.52

     

6.73

     

(0.37

)

   

(2.39

)

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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.

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

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

See notes to financial statements.


14


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Aggressive Growth Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.10

)

 

$

61.22

     

33.27

%

   

0.63

%

   

(0.28

)%

   

0.63

%

 

$

2,307,263

     

46

%

 

July 31, 2020

   

(7.64

)

 

$

46.02

     

26.30

%

   

0.72

%

   

(0.17

)%

   

0.72

%

 

$

1,861,282

     

64

%

 

July 31, 2019

   

(6.86

)

 

$

43.91

     

5.53

%

   

0.72

%

   

0.30

%

   

0.72

%

 

$

1,624,319

     

78

%

 

July 31, 2018

   

(4.02

)

 

$

48.92

     

21.57

%

   

0.75

%(c)

   

0.32

%

   

0.75

%(c)

 

$

1,592,944

     

57

%

 

July 31, 2017

   

(2.72

)

 

$

43.96

     

17.92

%

   

0.81

%(c)

   

0.57

%

   

0.81

%(c)

 

$

1,340,385

     

51

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.10

)

 

$

62.27

     

33.24

%

   

0.66

%

   

(0.32

)%

   

0.73

%

 

$

20,405

     

46

%

 

July 31, 2020

   

(7.65

)

 

$

46.82

     

26.33

%

   

0.70

%

   

(0.13

)%

   

0.81

%

 

$

12,287

     

64

%

 

July 31, 2019

   

(6.90

)

 

$

44.54

     

5.56

%

   

0.70

%

   

0.32

%

   

0.83

%

 

$

11,841

     

78

%

 

July 31, 2018

   

(3.88

)

 

$

49.55

     

21.54

%

   

0.75

%(c)(d)

   

0.30

%

   

0.94

%(c)

 

$

11,379

     

57

%

 

July 31, 2017

   

(2.76

)

 

$

44.36

     

17.94

%

   

0.73

%(c)

   

0.54

%

   

0.73

%(c)

 

$

5,587

     

51

%

 

See notes to financial statements.


15


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Aggressive Growth Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

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


16


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

2,293,181

   

$

   

$

   

$

2,293,181

   

Collateral for Securities Loaned

   

11,022

     

     

     

11,022

   

Total

 

$

2,304,203

   

$

   

$

   

$

2,304,203

   

For the year ended July 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:

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 discounts. 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


17


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

10,677

   

$

   

$

11,022

   

Federal Income Taxes:

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

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

Allocations:

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

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

3. Purchases and Sales:

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

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

953,301

   

$

1,115,508

   


18


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

%

 

USAA Cornerstone Equity Fund

   

0.5

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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 0.50% of the first $750 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $750 million but not over $1.5 billion, and 0.33% of that portion of the Fund's average daily net assets over $1.5 billion. Amounts incurred and paid to VCM for the year ended July 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 Large-Cap Growth Funds Index. The Lipper Large-Cap Growth Funds Index tracks the total return performance of the largest funds within the Lipper Large-Cap Growth Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 100 to 400      

+/- 4

   
  +/- 401 to 700      

+/- 5

   
  +/- 701 and greater      

+/- 6

   

(a) Based on the difference between the 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.


19


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

For the period July 1, 2020, to July 31, 2021, performance adjustments were $(781) and $(6) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.04)% and (0.04)% for Fund Shares and Institutional Shares, 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

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


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

Expires
2022
  Expires
2023
  Expires
2024
 

Total

 
$

3

   

$

13

   

$

10

   

$

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 July 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.

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

Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions. A company's earnings


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors. Price changes may be temporary or last for extended periods.

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

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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 July 31, 2021.

8. Federal Income Tax Information:

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

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 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

 

$

(6,885

)

 

$

6,885

   

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 July 31, 2021

 

Year Ended July 31, 2020

 
    Distributions
paid from
      Distributions
paid from
     
    Net
Long-Term
Capital
Gains
 
Total
Distributions
Paid
 

Ordinary
Income
  Net
Long-Term
Capital
Gains
  Total
Distributions
Paid
 
       

$

3,780

   

$

3,780

   

$

9,588

   

$

266,385

   

$

275,973

   

As of July 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)
 
$

790

   

$

179,419

   

$

180,209

   

$

1,093,985

   

$

1,274,194

   

*  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 July 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.

During the tax year ended July 31, 2021, the Fund utilized $38,270 thousand of short-term capital loss carryforwards.

As of July 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)
 
$

1,210,218

   

$

1,111,733

   

$

(17,748

)

 

$

1,093,985

   


23


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Aggressive Growth Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


24


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


25


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


26


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


27


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


28


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


29


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


30


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Hypothetical
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Annualized
Expense
Ratio
During
Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,172.10

   

$

1,021.72

   

$

3.34

   

$

3.11

     

0.62

%

 

Institutional Shares

   

1,000.00

     

1,171.80

     

1,021.52

     

3.55

     

3.31

     

0.66

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


31


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):

Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
$

30

   

$

10,636

   


32


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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  

23417-0921


JULY 31, 2021

Annual Report

USAA 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 Capital 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
   

25

   

Supplemental Information (Unaudited)

   

26

   

Trustees' and Officers' Information

    26    

Proxy Voting and Portfolio Holdings Information

    32    

Expense Examples

    32    

Additional Federal Income Tax Information

    33    

Liquidity Risk Management Program

    34    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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


1


(Unaudited)

Dear Shareholder,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives


2


and remember our collective spirit and perseverance. Markets endured this past year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Growth Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

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

The Fund has two share classes: Fund Shares and Institutional Shares. For the reporting period ended July 31, 2021, the Fund Shares and Institutional Shares had total returns of 32.87% and 32.89%, respectively. This compares to returns of 36.68% for the Russell


4


USAA Mutual Funds Trust

USAA Growth Fund (continued)

Managers' Commentary (continued)

1000® Growth Index (the "Index") and 36.07% for the Lipper Large-Cap Growth 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 subadviser. Loomis, Sayles & Company, L.P., is an external subadviser to the Fund, while NewBridge Asset Management and RS Investments Growth are VCM 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?

For the reporting period, the Fund underperformed the Index as stock selection was the main detractor from performance while sector allocation also had a minor negative effect. In terms of allocation, an overweight position in industrials and underweight position in information technology hurt Fund performance, which was slightly offset by positive allocation effects in the consumer staples and communication services sectors.

Stock selection within the health care and consumer discretionary sectors detracted from Fund performance. On the positive side, stock selection in industrials and communication services added to Fund performance.

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


5


USAA Mutual Funds Trust

USAA Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

 

Institutional Shares

         

INCEPTION DATE

 

4/5/71

 

8/1/08

         
   

Net Asset Value

 

Net Asset Value

  Russell 1000® Growth
Index1
  Lipper Large-Cap
Growth Funds
Index2
 

One Year

   

32.87

%

   

32.89

%

   

36.68

%

   

36.07

%

 

Five Year

   

19.86

%

   

19.92

%

   

23.32

%

   

22.90

%

 

Ten Year

   

17.12

%

   

17.18

%

   

18.37

%

   

17.06

%

 

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 Growth Fund — Growth of $10,000

1The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. 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 Lipper Large-Cap Growth Funds Index tracks the total return performance of funds within the Lipper Large-Cap Growth Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Growth Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

Amazon.com, Inc.

   

5.9

%

 

Alphabet, Inc. Class C

   

5.7

%

 

Microsoft Corp.

   

5.6

%

 

Facebook, Inc. Class A

   

4.8

%

 

Visa, Inc. Class A

   

4.6

%

 

NVIDIA Corp.

   

4.5

%

 

Apple, Inc.

   

3.2

%

 

Autodesk, Inc.

   

2.2

%

 

PayPal Holdings, Inc.

   

2.1

%

 

Twilio, Inc. Class A

   

1.7

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Growth Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)    

Security Description

 

Shares

 

Value

 

Common Stocks (98.7%)

 

Communication Services (14.5%):

 

Activision Blizzard, Inc.

   

116,252

   

$

9,721

   

Alphabet, Inc. Class A (a)

   

16,099

     

43,379

   

Alphabet, Inc. Class C (a)

   

74,495

     

201,466

   

Facebook, Inc. Class A (a)

   

481,598

     

171,595

   

Snap, Inc. Class A (a)

   

300,497

     

22,363

   

The Walt Disney Co. (a)

   

229,168

     

40,338

   

Twitter, Inc. (a)

   

370,168

     

25,819

   
     

514,681

   

Communications Equipment (1.0%):

 

Cisco Systems, Inc.

   

395,132

     

21,878

   

Palo Alto Networks, Inc. (a)

   

36,674

     

14,635

   
     

36,513

   

Consumer Discretionary (17.7%):

 

Airbnb, Inc. Class A (a)

   

123,639

     

17,805

   

Alibaba Group Holding Ltd., ADR (a)

   

246,155

     

48,047

   

Amazon.com, Inc. (a)

   

63,625

     

211,718

   

Aptiv PLC (a)

   

144,318

     

24,079

   

Booking Holdings, Inc. (a)

   

6,375

     

13,886

   

Burlington Stores, Inc. (a)

   

91,343

     

30,582

   

Caesars Entertainment, Inc. (a)

   

131,923

     

11,525

   

Chipotle Mexican Grill, Inc. (a)

   

10,505

     

19,575

   

Dollar General Corp.

   

68,755

     

15,996

   

Lululemon Athletica, Inc. (a)

   

74,831

     

29,945

   

NIKE, Inc. Class B

   

326,178

     

54,638

   

Starbucks Corp.

   

272,944

     

33,144

   

Target Corp.

   

59,565

     

15,549

   

Tesla, Inc. (a)

   

57,592

     

39,577

   

The Home Depot, Inc.

   

77,609

     

25,470

   

The TJX Cos., Inc.

   

184,727

     

12,711

   

Yum China Holdings, Inc.

   

163,990

     

10,199

   

Yum! Brands, Inc.

   

125,184

     

16,448

   
     

630,894

   

Consumer Staples (2.4%):

 

Colgate-Palmolive Co.

   

186,334

     

14,814

   

Constellation Brands, Inc. Class A

   

72,757

     

16,322

   

Freshpet, Inc. (a)

   

86,746

     

12,704

   

Monster Beverage Corp. (a)

   

421,248

     

39,732

   
     

83,572

   

Energy (0.5%):

 

Schlumberger Ltd.

   

600,972

     

17,326

   

Financials (1.7%):

 

FactSet Research Systems, Inc.

   

47,554

     

16,990

   

MSCI, Inc.

   

47,055

     

28,043

   

SEI Investments Co.

   

268,605

     

16,331

   
     

61,364

   

See notes to financial statements.


8


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Health Care (13.2%):

 

Align Technology, Inc. (a)

   

64,289

   

$

44,733

   

Cerner Corp.

   

137,834

     

11,080

   

Charles River Laboratories International, Inc. (a)

   

58,297

     

23,722

   

DexCom, Inc. (a)

   

20,250

     

10,439

   

Fate Therapeutics, Inc. (a)

   

79,480

     

6,581

   

Horizon Therapeutics PLC (a)

   

98,883

     

9,890

   

Illumina, Inc. (a)

   

68,090

     

33,756

   

Intuitive Surgical, Inc. (a)

   

17,982

     

17,828

   

Jazz Pharmaceuticals PLC (a)

   

102,565

     

17,387

   

Masimo Corp. (a)

   

87,346

     

23,792

   

Novartis AG, ADR

   

402,333

     

37,172

   

NOVO Nordisk A/S, ADR

   

131,044

     

12,135

   

Regeneron Pharmaceuticals, Inc. (a)

   

56,142

     

32,260

   

Roche Holdings Ltd., ADR

   

651,683

     

31,450

   

TG Therapeutics, Inc. (a)

   

145,677

     

5,097

   

Thermo Fisher Scientific, Inc.

   

47,466

     

25,632

   

Veeva Systems, Inc. Class A (a)

   

85,497

     

28,446

   

Vertex Pharmaceuticals, Inc. (a)

   

146,966

     

29,625

   

West Pharmaceutical Services, Inc.

   

62,596

     

25,773

   

Zoetis, Inc.

   

240,760

     

48,802

   
     

475,600

   

Industrials (7.7%):

 

Carrier Global Corp.

   

105,426

     

5,825

   

CoStar Group, Inc. (a)

   

299,350

     

26,597

   

Deere & Co.

   

95,033

     

34,363

   

Expeditors International of Washington, Inc.

   

208,096

     

26,688

   

Generac Holdings, Inc. (a)

   

73,918

     

30,998

   

IDEX Corp.

   

52,089

     

11,808

   

IHS Markit Ltd.

   

83,014

     

9,699

   

The Boeing Co. (a)

   

226,201

     

51,230

   

Trane Technologies PLC

   

132,760

     

27,031

   

Uber Technologies, Inc. (a)

   

546,514

     

23,751

   

United Parcel Service, Inc. Class B

   

119,691

     

22,904

   
     

270,894

   

IT Services (11.8%):

 

Automatic Data Processing, Inc.

   

42,722

     

8,956

   

EPAM Systems, Inc. (a)

   

69,198

     

38,737

   

Fiserv, Inc. (a)

   

198,971

     

22,904

   

Gartner, Inc. (a)

   

46,392

     

12,281

   

PayPal Holdings, Inc. (a)

   

265,922

     

73,269

   

Shopify, Inc. Class A (a)

   

17,227

     

25,839

   

Square, Inc. Class A (a)

   

50,367

     

12,454

   

Twilio, Inc. Class A (a)

   

164,714

     

61,536

   

Visa, Inc. Class A

   

661,264

     

162,929

   
     

418,905

   

Materials (0.1%):

 

The Scotts Miracle-Gro Co.

   

27,355

     

4,841

   

Real Estate (0.4%):

 

SBA Communications Corp.

   

42,712

     

14,564

   

See notes to financial statements.


9


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Semiconductors & Semiconductor Equipment (7.6%):

 

Advanced Micro Devices, Inc. (a)

   

188,889

   

$

20,058

   

Lam Research Corp.

   

29,845

     

19,024

   

Marvell Technology, Inc.

   

222,851

     

13,485

   

Micron Technology, Inc. (a)

   

311,853

     

24,194

   

NVIDIA Corp.

   

813,085

     

158,543

   

QUALCOMM, Inc.

   

166,377

     

24,923

   

STMicroelectronics NV, NYS (b)

   

281,851

     

11,632

   
     

271,859

   

Software (16.9%):

 

Adobe, Inc. (a)

   

67,353

     

41,869

   

Autodesk, Inc. (a)

   

245,402

     

78,806

   

Cadence Design Systems, Inc. (a)

   

136,856

     

20,207

   

Fair Isaac Corp. (a)

   

22,151

     

11,605

   

Microsoft Corp.

   

695,122

     

198,048

   

Oracle Corp.

   

630,060

     

54,903

   

RingCentral, Inc. Class A (a)

   

83,000

     

22,183

   

salesforce.com, Inc. (a)

   

188,018

     

45,487

   

ServiceNow, Inc. (a)

   

96,897

     

56,965

   

Synopsys, Inc. (a)

   

38,856

     

11,190

   

The Trade Desk, Inc. Class A (a)

   

355,495

     

29,119

   

Workday, Inc. Class A (a)

   

68,453

     

16,045

   

Zoom Video Communications, Inc. Class A (a)

   

34,850

     

13,177

   
     

599,604

   

Technology Hardware, Storage & Peripherals (3.2%):

 

Apple, Inc.

   

785,961

     

114,640

   

Total Common Stocks (Cost $1,633,754)

   

3,515,257

   

Collateral for Securities Loaned^ (0.1%)

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

230,300

     

230

   

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

   

4,007,420

     

4,008

   

Total Collateral for Securities Loaned (Cost $4,238)

   

4,238

   

Total Investments (Cost $1,637,992) — 98.8%

   

3,519,495

   

Other assets in excess of liabilities — 1.2%

   

43,320

   

NET ASSETS — 100.00%

 

$

3,562,815

   

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

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


10


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA
Growth Fund
 

Assets:

 

Investments, at value (Cost $1,637,992)

 

$

3,519,495

(a)

 

Cash

   

38,475

   

Receivables:

 

Interest and dividends

   

274

   

Capital shares issued

   

393

   

Investments sold

   

44,058

   

Reclaims

   

842

   

Prepaid expenses

   

37

   

Total Assets

   

3,603,574

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

4,238

   

Investments purchased

   

32,913

   

Capital shares redeemed

   

969

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,834

   

Administration fees

   

396

   

Custodian fees

   

24

   

Transfer agent fees

   

285

   

Compliance fees

   

2

   

Trustees' fees

   

1

   

Other accrued expenses

   

97

   

Total Liabilities

   

40,759

   

Net Assets:

 

Capital

   

1,441,961

   

Total accumulated earnings/(loss)

   

2,120,854

   

Net Assets

 

$

3,562,815

   

Net Assets

 

Fund Shares

 

$

2,224,130

   

Institutional Shares

   

1,338,685

   

Total

 

$

3,562,815

   

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

 

Fund Shares

   

56,641

   

Institutional Shares

   

34,173

   

Total

   

90,814

   

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

 

Fund Shares

 

$

39.27

   
Institutional Shares    

39.17

   

(a)  Includes $4,105 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.


11


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)

    USAA
Growth Fund
 

Investment Income:

 

Dividends

 

$

14,945

   

Interest

   

9

   

Securities lending (net of fees)

   

28

   

Total Income

   

14,982

   

Expenses:

 

Investment advisory fees

   

19,697

   

Administration fees — Fund Shares

   

3,028

   

Administration fees — Institutional Shares

   

1,231

   

Sub-Administration fees

   

56

   

Custodian fees

   

151

   

Transfer agent fees — Fund Shares

   

1,304

   

Transfer agent fees — Institutional Shares

   

1,231

   

Trustees' fees

   

58

   

Compliance fees

   

21

   

Legal and audit fees

   

66

   

State registration and filing fees

   

62

   

Interfund lending fees

   

2

   

Other expenses

   

259

   

Total Expenses

   

27,166

   

Net Investment Income (Loss)

   

(12,184

)

 

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

369,266

   

Net change in unrealized appreciation/depreciation on investment securities

   

569,910

   

Net realized/unrealized gains (losses) on investments

   

939,176

   

Change in net assets resulting from operations

 

$

926,992

   

See notes to financial statements.


12


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Growth Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(12,184

)

 

$

(4,054

)

 

Net realized gains (losses) from investments

   

369,266

     

41,547

   
Net change in unrealized appreciation/depreciation on
investments
   

569,910

     

535,104

   

Change in net assets resulting from operations

   

926,992

     

572,597

   

Distributions to Shareholders:

 

Fund Shares

   

(85,081

)

   

(353,429

)

 

Institutional Shares

   

(52,266

)

   

(238,249

)

 

Change in net assets resulting from distributions to shareholders

   

(137,347

)

   

(591,678

)

 

Change in net assets resulting from capital transactions

   

(243,688

)

   

275,670

   

Change in net assets

   

545,957

     

256,589

   

Net Assets:

 

Beginning of period

   

3,016,858

     

2,760,269

   

End of period

 

$

3,562,815

   

$

3,016,858

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

122,264

   

$

145,301

   

Distributions reinvested

   

83,901

     

347,843

   

Cost of shares redeemed

   

(313,290

)

   

(334,706

)

 

Total Fund Shares

 

$

(107,125

)

 

$

158,438

   

Institutional Shares

 

Proceeds from shares issued

 

$

68,924

   

$

191,549

   

Distributions reinvested

   

52,208

     

238,149

   

Cost of shares redeemed

   

(257,695

)

   

(312,466

)

 

Total Institutional Shares

 

$

(136,563

)

 

$

117,232

   

Change in net assets resulting from capital transactions

 

$

(243,688

)

 

$

275,670

   

Share Transactions:

 

Fund Shares

 

Issued

   

3,519

     

5,347

   

Reinvested

   

2,483

     

13,475

   

Redeemed

   

(9,059

)

   

(12,283

)

 

Total Fund Shares

   

(3,057

)

   

6,539

   

Institutional Shares

 

Issued

   

1,950

     

6,323

   

Reinvested

   

1,549

     

9,247

   

Redeemed

   

(7,520

)

   

(11,815

)

 

Total Institutional Shares

   

(4,021

)

   

3,755

   

Change in Shares

   

(7,078

)

   

10,294

   

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
  Net Realized
Gains from
Investments
 

USAA Growth Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

30.85

     

(0.13

)(b)

   

10.03

     

9.90

     

     

(1.48

)

 

July 31, 2020

 

$

31.54

     

(0.05

)(b)

   

6.18

     

6.13

     

(0.08

)

   

(6.74

)

 

July 31, 2019

 

$

32.15

     

0.12

     

2.80

     

2.92

     

(0.09

)

   

(3.44

)

 

July 31, 2018

 

$

28.65

     

0.07

     

4.18

     

4.25

     

(0.05

)

   

(0.70

)

 

July 31, 2017

 

$

25.53

     

0.09

     

4.31

     

4.40

     

(0.05

)

   

(1.23

)

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

30.77

     

(0.13

)(b)

   

10.01

     

9.88

     

     

(1.48

)

 

July 31, 2020

 

$

31.47

     

(0.04

)(b)

   

6.16

     

6.12

     

(0.08

)

   

(6.74

)

 

July 31, 2019

 

$

32.08

     

0.15

     

2.78

     

2.93

     

(0.10

)

   

(3.44

)

 

July 31, 2018

 

$

28.59

     

0.09

     

4.18

     

4.27

     

(0.08

)

   

(0.70

)

 

July 31, 2017

 

$

25.48

     

0.12

     

4.30

     

4.42

     

(0.08

)

   

(1.23

)

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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.

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

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

See notes to financial statements.


14


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Growth Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(1.48

)

 

$

39.27

     

32.87

%

   

0.84

%

   

(0.38

)%

   

0.84

%

 

$

2,224,130

     

40

%

 

July 31, 2020

   

(6.82

)

 

$

30.85

     

23.71

%

   

0.91

%

   

(0.16

)%

   

0.91

%

 

$

1,841,547

     

59

%

 

July 31, 2019

   

(3.53

)

 

$

31.54

     

10.90

%

   

0.90

%(c)

   

0.41

%

   

0.90

%(c)

 

$

1,676,470

     

70

%(d)

 

July 31, 2018

   

(0.75

)

 

$

32.15

     

14.99

%

   

0.97

%(c)

   

0.33

%

   

0.97

%(c)

 

$

1,581,693

     

19

%

 

July 31, 2017

   

(1.28

)

 

$

28.65

     

18.04

%

   

1.09

%(c)

   

0.36

%

   

1.09

%(c)

 

$

1,375,305

     

17

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(1.48

)

 

$

39.17

     

32.89

%

   

0.83

%

   

(0.36

)%

   

0.83

%

 

$

1,338,685

     

40

%

 

July 31, 2020

   

(6.82

)

 

$

30.77

     

23.75

%

   

0.87

%

   

(0.13

)%

   

0.87

%

 

$

1,175,311

     

59

%

 

July 31, 2019

   

(3.54

)

 

$

31.47

     

10.94

%

   

0.85

%(c)

   

0.47

%

   

0.85

%(c)

 

$

1,083,799

     

70

%(d)

 

July 31, 2018

   

(0.78

)

 

$

32.08

     

15.07

%

   

0.92

%(c)

   

0.39

%

   

0.92

%(c)

 

$

1,324,054

     

19

%

 

July 31, 2017

   

(1.31

)

 

$

28.59

     

18.14

%

   

1.01

%(c)

   

0.43

%

   

1.01

%(c)

 

$

1,299,751

     

17

%

 

See notes to financial statements.


15


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


16


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

3,515,257

   

$

   

$

   

$

3,515,257

   

Collateral for Securities Loaned

   

4,238

     

     

     

4,238

   

Total

 

$

3,519,495

   

$

   

$

   

$

3,519,495

   

For the year ended July 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:

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


17


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

4,105

   

$

   

$

4,238

   

Foreign Taxes:

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

Federal Income Taxes:

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

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

Allocations:

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


18


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

3. Purchases and Sales:

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


  Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

1,268,641

   

$

1,680,706

   

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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

%

 

USAA Cornerstone Equity Fund

   

0.3

%

 

USAA Target Retirement Income Fund

   

0.5

%

 

USAA Target Retirement 2030 Fund

   

1.7

%

 

USAA Target Retirement 2040 Fund

   

2.7

%

 

USAA Target Retirement 2050 Fund

   

1.8

%

 

USAA Target Retirement 2060 Fund

   

0.2

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 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 Large-Cap Growth Funds Index. The Lipper Large-Cap


19


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Growth Funds Index tracks the total return performance of the largest funds within the Lipper Large-Cap Growth Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 100 to 400      

+/- 4

   
  +/- 401 to 700      

+/- 5

   
  +/- 701 and greater      

+/- 6

   

(a) Based on the difference between the 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 Large-Cap Growth Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance adjustments were $(875) and $(553) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.04)% and (0.04)% for Fund Shares and Institutional Shares, 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 has entered into a Subadvisory Agreement with Loomis, Sayles & Company, L.P. ("Loomis Sayles"), under which Loomis Sayles directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). 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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

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

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.92% and 0.88% for Fund Shares and Institutional Shares, 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 July 31, 2021, there are no amounts available to be repaid to the Adviser.


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 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.

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

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

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

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

4,384

     

22

     

0.63

%

 

$

10,650

   

*  For the year ended July 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 July 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

 
$

(14,275

)

 

$

14,275

   

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 July 31, 2021

 

Year Ended July 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
 
       

$

30,568

   

$

106,779

   

$

137,347

   

$

35,629

   

$

556,049

   

$

591,678

   


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

As of July 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
  Qualified
Late-Year
Losses*
  Unrealized
Appreciation
(Depreciation)**
  Total
Accumulated
Earnings
(Loss)
 
$

58,014

   

$

220,214

   

$

278,228

   

$

(8,070

)

 

$

1,850,696

   

$

2,120,854

   

*  Qualified late-year losses are comprised of post-October capital losses incurred after October 31 and certain late-year ordinary losses. Late-year ordinary losses represent ordinary losses incurred after December 31 and specified losses incurred after October 31. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  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 REITs/return of capital.

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

As of July 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)
 
       

$

1,668,799

   

$

1,895,620

   

$

(44,924

)

 

$

1,850,696

   


24


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Growth Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


25


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


26


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


27


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


28


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


29


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


30


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


31


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Hypothetical
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Annualized
Expense
Ratio
During
Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,174.00

   

$

1,020.63

   

$

4.53

   

$

4.21

     

0.84

%

 

Institutional Shares

   

1,000.00

     

1,173.80

     

1,020.68

     

4.47

     

4.16

     

0.83

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


32


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 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
 
  6

%

   

15

%

 

$

34,228

   

$

117,440

   


33


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.


34


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  

23419-0921


JULY 31, 2021

Annual Report

USAA Growth & Income 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 Capital 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

    14    

Statement of Operations

    15    

Statements of Changes in Net Assets

    16    

Financial Highlights

    18    

Notes to Financial Statements

   

20

   
Report of Independent
Registered Public Accounting Firm
   

29

   

Supplemental Information (Unaudited)

   

30

   

Trustees' and Officers' Information

    30    

Proxy Voting and Portfolio Holdings Information

    36    

Expense Examples

    36    

Additional Federal Income Tax Information

    37    

Liquidity Risk Management Program

    38    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Growth & Income Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

•  How did the USAA Growth & Income Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, and Class A had total returns of 32.24%, 32.32%, and 32.04%, respectively. This compares to


4


USAA Mutual Funds Trust

USAA Growth & Income Fund (continued)

Managers' Commentary (continued)

returns of 38.73% for the Russell 3000® Index (the "Index") and 38.50% for the Lipper Multi-Cap Core Funds Index.

•  What strategies did you employ during the reporting period?

During the reporting period, the Fund recorded a positive return but underperformed the Index. Security selection detracted most from relative returns, while sector allocation also had a slight negative impact. In terms of stock selection, the Fund was harmed most by its holdings in the industrials, financials and health care sectors. On the other hand, stock selection in materials and consumer discretionary helped Fund performance.

Regarding sector allocations, the Fund's underweight in financials, which outperformed the index, hurt relative performance. The Fund's overweight to consumer discretionary was additive to performance.

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


5


USAA Mutual Funds Trust

USAA Growth & Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

  Institutional
Shares
 

Class A

         

INCEPTION DATE

 

6/1/93

 

8/7/15

 

8/1/10

         
   

Net Asset Value

 

Net Asset Value

 

Net Asset Value

  Maximum
Offering
Price
  Russell 3000
Index1
  Lipper Multi-Cap
Core Funds
Index2
 

One Year

   

32.24

%

   

32.32

%

   

32.04

%

   

24.44

%

   

38.73

%

   

38.50

%

 

Five Year

   

14.51

%

   

14.55

%

   

14.21

%

   

12.87

%

   

17.36

%

   

16.15

%

 

Ten Year

   

12.62

%

   

NA

     

12.32

%

   

11.65

%

   

15.16

%

   

13.52

%

 

Since Inception

   

NA

     

11.68

%

   

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 ("MOP") figures reflect a maximum sales charge of 5.75% 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 & Income Fund — Growth of $10,000

1The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. 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 Lipper Multi-Cap Core Funds Index tracks the total return performance of funds within the Lipper Multi-Cap Core Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Growth & Income Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital growth with a secondary investment objective of current income.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

Microsoft Corp.

   

6.7

%

 

Apple, Inc.

   

5.0

%

 

Alphabet, Inc. Class C

   

4.4

%

 

Amazon.com, Inc.

   

2.6

%

 

Facebook, Inc. Class A

   

2.4

%

 

Visa, Inc. Class A

   

1.8

%

 

Tesla, Inc.

   

1.6

%

 

Twilio, Inc. Class A

   

1.6

%

 

The Home Depot, Inc.

   

1.5

%

 

Target Corp.

   

1.5

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Growth & Income Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (99.5%)

 

Communication Services (11.0%):

 

Activision Blizzard, Inc.

   

99,692

   

$

8,337

   

Alphabet, Inc. Class C (a)

   

34,960

     

94,547

   

Comcast Corp. Class A

   

236,678

     

13,924

   

Facebook, Inc. Class A (a)

   

147,619

     

52,597

   

Omnicom Group, Inc.

   

172,102

     

12,532

   

Sirius XM Holdings, Inc. (b)

   

1,014,946

     

6,567

   

The Interpublic Group of Cos., Inc.

   

63,275

     

2,237

   

Twitter, Inc. (a)

   

311,633

     

21,736

   

Verizon Communications, Inc.

   

441,768

     

24,642

   

World Wrestling Entertainment, Inc. Class A

   

22,954

     

1,133

   
     

238,252

   

Communications Equipment (1.6%):

 

Cisco Systems, Inc.

   

341,997

     

18,936

   

Juniper Networks, Inc.

   

110,834

     

3,119

   

Palo Alto Networks, Inc. (a)

   

31,594

     

12,608

   
     

34,663

   

Consumer Discretionary (13.7%):

 

Amazon.com, Inc. (a)

   

16,555

     

55,088

   

Aptiv PLC (a)

   

121,418

     

20,259

   

Best Buy Co., Inc.

   

58,702

     

6,595

   

Booking Holdings, Inc. (a)

   

5,431

     

11,830

   

Caesars Entertainment, Inc. (a)

   

111,582

     

9,748

   

Chipotle Mexican Grill, Inc. (a)

   

8,945

     

16,668

   

Dollar General Corp.

   

65,724

     

15,290

   

Genuine Parts Co.

   

28,831

     

3,659

   

H&R Block, Inc.

   

46,721

     

1,147

   

Lennar Corp. Class A

   

39,838

     

4,189

   

Lowe's Cos., Inc.

   

36,131

     

6,962

   

NIKE, Inc. Class B

   

138,391

     

23,182

   

Target Corp.

   

122,648

     

32,017

   

Tesla, Inc. (a)

   

49,819

     

34,236

   

The Home Depot, Inc.

   

98,745

     

32,407

   

The TJX Cos., Inc.

   

157,885

     

10,864

   

Whirlpool Corp.

   

24,893

     

5,515

   

Williams-Sonoma, Inc.

   

18,919

     

2,870

   
     

292,526

   

Consumer Staples (5.2%):

 

Altria Group, Inc.

   

74,249

     

3,567

   

Bunge Ltd.

   

18,755

     

1,456

   

Colgate-Palmolive Co.

   

109,024

     

8,667

   

Constellation Brands, Inc. Class A

   

62,056

     

13,922

   

Costco Wholesale Corp.

   

10,150

     

4,362

   

Freshpet, Inc. (a)

   

73,988

     

10,835

   

General Mills, Inc.

   

101,050

     

5,948

   

Ingredion, Inc.

   

30,254

     

2,657

   

See notes to financial statements.


8


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Kimberly-Clark Corp.

   

52,883

   

$

7,177

   

Philip Morris International, Inc.

   

129,814

     

12,993

   

Sysco Corp.

   

55,730

     

4,135

   

The Clorox Co.

   

21,546

     

3,897

   

The Hershey Co.

   

15,518

     

2,776

   

The J.M. Smucker Co.

   

14,938

     

1,959

   

The Procter & Gamble Co.

   

68,708

     

9,773

   

Tyson Foods, Inc. Class A

   

81,797

     

5,845

   

Walgreens Boots Alliance, Inc.

   

115,389

     

5,441

   

Walmart, Inc.

   

38,814

     

5,532

   
     

110,942

   

Electronic Equipment, Instruments & Components (0.3%):

 

CDW Corp.

   

13,931

     

2,554

   

Corning, Inc.

   

100,473

     

4,206

   
     

6,760

   

Energy (1.6%):

 

Cabot Oil & Gas Corp.

   

308,964

     

4,943

   

Chevron Corp.

   

38,002

     

3,869

   

Devon Energy Corp.

   

135,983

     

3,514

   

EOG Resources, Inc.

   

159,985

     

11,657

   

Halliburton Co.

   

63,222

     

1,307

   

Phillips 66

   

102,627

     

7,536

   
     

32,826

   

Financials (9.3%):

 

Aflac, Inc.

   

77,118

     

4,241

   

Ally Financial, Inc.

   

63,844

     

3,279

   

American Express Co.

   

13,213

     

2,253

   

American Financial Group, Inc.

   

33,289

     

4,211

   

Ameriprise Financial, Inc.

   

23,314

     

6,005

   

Annaly Capital Management, Inc.

   

780,911

     

6,630

   

Bank of America Corp.

   

242,426

     

9,300

   

BlackRock, Inc.

   

7,687

     

6,666

   

Brown & Brown, Inc.

   

23,680

     

1,288

   

Capital One Financial Corp.

   

18,191

     

2,941

   

Citizens Financial Group, Inc.

   

83,355

     

3,514

   

Comerica, Inc.

   

40,852

     

2,805

   

Commerce Bancshares, Inc.

   

7,104

     

502

   

Everest Re Group Ltd.

   

8,158

     

2,062

   

FactSet Research Systems, Inc.

   

8,640

     

3,087

   

Fidelity National Financial, Inc.

   

103,319

     

4,609

   

Fifth Third Bancorp

   

144,156

     

5,231

   

First Horizon Corp.

   

144,229

     

2,228

   

Huntington Bancshares, Inc.

   

378,381

     

5,328

   

Jefferies Financial Group, Inc.

   

64,069

     

2,126

   

JPMorgan Chase & Co.

   

184,968

     

28,075

   

KeyCorp

   

588,967

     

11,580

   

M&T Bank Corp.

   

22,655

     

3,032

   

Marsh & McLennan Cos., Inc.

   

24,368

     

3,587

   

See notes to financial statements.


9


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

MetLife, Inc.

   

77,401

   

$

4,466

   

Morgan Stanley

   

35,454

     

3,403

   

Principal Financial Group, Inc.

   

23,266

     

1,446

   

Regions Financial Corp.

   

409,393

     

7,881

   

RenaissanceRe Holdings Ltd.

   

9,750

     

1,489

   

SEI Investments Co.

   

11,678

     

710

   

State Street Corp.

   

49,565

     

4,319

   

Synchrony Financial

   

94,695

     

4,453

   

T. Rowe Price Group, Inc.

   

44,765

     

9,139

   

The Allstate Corp.

   

65,879

     

8,568

   

The Goldman Sachs Group, Inc.

   

22,997

     

8,621

   

The Hanover Insurance Group, Inc.

   

18,949

     

2,575

   

The Hartford Financial Services Group, Inc.

   

30,565

     

1,945

   

The PNC Financial Services Group, Inc.

   

28,159

     

5,136

   

The Travelers Cos., Inc.

   

24,525

     

3,652

   

Western Alliance Bancorp

   

22,646

     

2,102

   

Zions Bancorp NA

   

85,436

     

4,455

   
     

198,940

   

Health Care (13.2%):

 

Abbott Laboratories

   

25,948

     

3,139

   

Align Technology, Inc. (a)

   

22,551

     

15,691

   

AmerisourceBergen Corp.

   

13,155

     

1,607

   

Amgen, Inc.

   

30,844

     

7,450

   

Anthem, Inc.

   

12,159

     

4,669

   

Bristol-Myers Squibb Co.

   

83,577

     

5,672

   

Cardinal Health, Inc.

   

70,237

     

4,171

   

Cerner Corp.

   

34,346

     

2,761

   

Charles River Laboratories International, Inc. (a)

   

51,267

     

20,861

   

Chemed Corp.

   

2,476

     

1,179

   

Cigna Corp.

   

13,633

     

3,129

   

CVS Health Corp.

   

105,258

     

8,669

   

Danaher Corp.

   

11,141

     

3,314

   

DexCom, Inc. (a)

   

17,702

     

9,126

   

Eli Lilly & Co.

   

32,196

     

7,840

   

Fate Therapeutics, Inc. (a)

   

68,534

     

5,675

   

Gilead Sciences, Inc.

   

123,814

     

8,455

   

Horizon Therapeutics PLC (a)

   

83,177

     

8,319

   

Jazz Pharmaceuticals PLC (a)

   

88,669

     

15,032

   

Johnson & Johnson

   

123,697

     

21,300

   

McKesson Corp.

   

26,450

     

5,391

   

Medtronic PLC

   

38,645

     

5,074

   

Merck & Co., Inc.

   

138,284

     

10,630

   

PerkinElmer, Inc.

   

12,856

     

2,343

   

Pfizer, Inc.

   

262,572

     

11,241

   

Quest Diagnostics, Inc.

   

22,209

     

3,149

   

ResMed, Inc.

   

8,261

     

2,245

   

Thermo Fisher Scientific, Inc.

   

8,351

     

4,510

   

UnitedHealth Group, Inc.

   

75,485

     

31,116

   

See notes to financial statements.


10


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

West Pharmaceutical Services, Inc.

   

60,510

   

$

24,915

   

Zoetis, Inc.

   

119,131

     

24,148

   
     

282,821

   

Industrials (7.9%):

 

3M Co.

   

36,648

     

7,254

   

Carrier Global Corp.

   

91,191

     

5,039

   

Caterpillar, Inc.

   

17,614

     

3,642

   

Cintas Corp.

   

4,970

     

1,959

   

Cummins, Inc.

   

24,517

     

5,690

   

Deere & Co.

   

16,470

     

5,955

   

Eaton Corp. PLC

   

49,974

     

7,898

   

Emerson Electric Co.

   

51,929

     

5,239

   

Fastenal Co.

   

111,130

     

6,086

   

FedEx Corp.

   

13,818

     

3,868

   

Graco, Inc.

   

10,630

     

830

   

Huntington Ingalls Industries, Inc.

   

18,370

     

3,768

   

IDEX Corp.

   

43,579

     

9,880

   

IHS Markit Ltd.

   

72,802

     

8,506

   

Illinois Tool Works, Inc.

   

42,988

     

9,744

   

Johnson Controls International PLC

   

62,307

     

4,450

   

Knight-Swift Transportation Holdings, Inc.

   

33,858

     

1,682

   

Lennox International, Inc.

   

8,085

     

2,663

   

Lockheed Martin Corp.

   

20,759

     

7,716

   

ManpowerGroup, Inc.

   

33,685

     

3,994

   

Masco Corp.

   

50,266

     

3,001

   

Northrop Grumman Corp.

   

3,198

     

1,161

   

Old Dominion Freight Line, Inc.

   

9,039

     

2,433

   

PACCAR, Inc.

   

29,922

     

2,483

   

Robert Half International, Inc.

   

77,455

     

7,607

   

Rockwell Automation, Inc.

   

25,830

     

7,941

   

Snap-on, Inc.

   

16,951

     

3,695

   

The Toro Co.

   

25,302

     

2,878

   

Trane Technologies PLC

   

31,708

     

6,456

   

United Parcel Service, Inc. Class B

   

127,019

     

24,307

   

W.W. Grainger, Inc.

   

10,938

     

4,863

   
     

172,688

   

IT Services (6.9%):

 

Accenture PLC Class A

   

13,933

     

4,426

   

Cognizant Technology Solutions Corp. Class A

   

47,085

     

3,462

   

Fiserv, Inc. (a)

   

168,909

     

19,443

   

Gartner, Inc. (a)

   

39,061

     

10,341

   

Mastercard, Inc. Class A

   

13,417

     

5,178

   

PayPal Holdings, Inc. (a)

   

72,491

     

19,973

   

Square, Inc. Class A (a)

   

42,600

     

10,533

   

The Western Union Co.

   

137,777

     

3,198

   

Twilio, Inc. Class A (a)

   

89,487

     

33,431

   

Visa, Inc. Class A

   

154,265

     

38,010

   
     

147,995

   

See notes to financial statements.


11


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Materials (2.2%):

 

Avery Dennison Corp.

   

9,872

   

$

2,080

   

International Paper Co.

   

65,516

     

3,784

   

LyondellBasell Industries NV Class A

   

83,726

     

8,317

   

Nucor Corp.

   

25,808

     

2,685

   

Packaging Corp. of America

   

30,577

     

4,327

   

PPG Industries, Inc.

   

31,277

     

5,114

   

RPM International, Inc.

   

15,932

     

1,380

   

Steel Dynamics, Inc.

   

92,476

     

5,960

   

The Scotts Miracle-Gro Co.

   

29,986

     

5,306

   

The Sherwin-Williams Co.

   

23,252

     

6,767

   

Westrock Co.

   

16,671

     

820

   
     

46,540

   

Real Estate (2.6%):

 

Alexandria Real Estate Equities, Inc.

   

12,453

     

2,507

   

AvalonBay Communities, Inc.

   

15,183

     

3,459

   

Boston Properties, Inc.

   

17,413

     

2,044

   

Equity Residential

   

29,687

     

2,498

   

Essex Property Trust, Inc.

   

8,145

     

2,672

   

Healthpeak Properties, Inc.

   

114,990

     

4,251

   

National Retail Properties, Inc.

   

38,358

     

1,875

   

Prologis, Inc.

   

20,811

     

2,665

   

Realty Income Corp.

   

40,739

     

2,864

   

Regency Centers Corp.

   

33,087

     

2,164

   

SBA Communications Corp.

   

35,948

     

12,258

   

Simon Property Group, Inc.

   

30,060

     

3,803

   

Ventas, Inc.

   

70,823

     

4,234

   

VICI Properties, Inc. (b)

   

182,914

     

5,705

   

Welltower, Inc.

   

42,140

     

3,660

   
     

56,659

   

Semiconductors & Semiconductor Equipment (5.9%):

 

Advanced Micro Devices, Inc. (a)

   

163,298

     

17,341

   

Intel Corp.

   

264,484

     

14,208

   

Lam Research Corp.

   

26,562

     

16,931

   

Marvell Technology, Inc.

   

196,095

     

11,866

   

NVIDIA Corp.

   

138,490

     

27,003

   

QUALCOMM, Inc.

   

67,824

     

10,160

   

STMicroelectronics NV, NYS (b)

   

243,716

     

10,058

   

Texas Instruments, Inc.

   

101,372

     

19,324

   
     

126,891

   

Software (9.9%):

 

Fair Isaac Corp. (a)

   

19,079

     

9,996

   

Microsoft Corp.

   

501,422

     

142,862

   

Oracle Corp.

   

24,589

     

2,143

   

RingCentral, Inc. Class A (a)

   

71,300

     

19,056

   

ServiceNow, Inc. (a)

   

29,986

     

17,628

   

See notes to financial statements.


12


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Synopsys, Inc. (a)

   

34,033

   

$

9,801

   

Zoom Video Communications, Inc. Class A (a)

   

29,677

     

11,221

   
     

212,707

   

Technology Hardware, Storage & Peripherals (5.6%):

 

Apple, Inc.

   

738,058

     

107,652

   

HP, Inc.

   

210,757

     

6,085

   

NetApp, Inc.

   

70,508

     

5,612

   
     

119,349

   

Utilities (2.6%):

 

Ameren Corp.

   

22,321

     

1,873

   

CMS Energy Corp.

   

72,378

     

4,472

   

DTE Energy Co.

   

44,031

     

5,166

   

Duke Energy Corp.

   

50,823

     

5,342

   

Evergy, Inc.

   

71,495

     

4,663

   

Exelon Corp.

   

181,068

     

8,473

   

National Fuel Gas Co.

   

10,861

     

559

   

OGE Energy Corp.

   

73,600

     

2,484

   

Pinnacle West Capital Corp.

   

33,989

     

2,840

   

PPL Corp.

   

81,222

     

2,304

   

Public Service Enterprise Group, Inc.

   

71,861

     

4,472

   

The Southern Co.

   

99,728

     

6,370

   

UGI Corp.

   

54,100

     

2,488

   

WEC Energy Group, Inc.

   

42,469

     

3,998

   

Xcel Energy, Inc.

   

18,411

     

1,257

   
     

56,761

   

Total Common Stocks (Cost $1,442,738)

   

2,137,320

   

Collateral for Securities Loaned^ (1.0%)

 

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

   

5,756,958

     

5,757

   

Invesco Government & Agency Portfolio, Institutional Shares, 0.03% (c)

   

16,246,761

     

16,247

   

Total Collateral for Securities Loaned (Cost $22,004)

   

22,004

   

Total Investments (Cost $1,464,742) — 100.5%

   

2,159,324

   

Liabilities in excess of other assets — (0.5)%

   

(11,263

)

 

NET ASSETS — 100.00%

 

$

2,148,061

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


13


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Growth &
Income Fund
 

Assets:

 

Investments, at value (Cost $1,464,742)

 

$

2,159,324

(a)

 

Cash

   

10,660

   

Receivables:

 

Interest and dividends

   

1,385

   

Capital shares issued

   

527

   

Investments sold

   

15,162

   

From Adviser

   

10

   

Prepaid expenses

   

40

   

Total Assets

   

2,187,108

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

22,004

   

Investments purchased

   

14,362

   

Capital shares redeemed

   

1,159

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,013

   

Administration fees

   

264

   

Custodian fees

   

15

   

Transfer agent fees

   

148

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

80

   

Total Liabilities

   

39,047

   

Net Assets:

 

Capital

   

1,319,827

   

Total accumulated earnings/(loss)

   

828,234

   

Net Assets

 

$

2,148,061

   

Net Assets

 

Fund Shares

 

$

1,934,246

   

Institutional Shares

   

213,041

   

Class A

   

774

   

Total

 

$

2,148,061

   

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

 

Fund Shares

   

72,216

   

Institutional Shares

   

7,963

   

Class A

   

29

   

Total

   

80,208

   

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

 

Fund Shares

 

$

26.78

   
Institutional Shares    

26.75

   
Class A    

26.69

   

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
 

$

28.32

   

(a)  Includes $21,228 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.


14


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA Growth &
Income Fund
 

Investment Income:

 

Dividends

 

$

28,395

   

Interest

   

3

   

Securities lending (net of fees)

   

26

   

Total Income

   

28,424

   

Expenses:

 

Investment advisory fees

   

10,944

   

Administration fees — Fund Shares

   

2,652

   

Administration fees — Institutional Shares

   

195

   

Administration fees — Class A

   

11

   

Sub-Administration fees

   

40

   
12b-1 fees — Class A    

18

   

Custodian fees

   

82

   

Transfer agent fees — Fund Shares

   

1,414

   

Transfer agent fees — Institutional Shares

   

195

   

Transfer agent fees — Class A

   

7

   

Trustees' fees

   

58

   

Compliance fees

   

12

   

Legal and audit fees

   

64

   

State registration and filing fees

   

80

   

Interfund lending fees

   

(a)

 

Other expenses

   

172

   

Total Expenses

   

15,944

   

Expenses waived/reimbursed by Adviser

   

(29

)

 

Net Expenses

   

15,915

   

Net Investment Income (Loss)

   

12,509

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

185,553

   

Net change in unrealized appreciation/depreciation on investment securities

   

351,183

   

Net realized/unrealized gains (losses) on investments

   

536,736

   

Change in net assets resulting from operations

 

$

549,245

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


15


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Growth & Income Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

12,509

   

$

18,467

   

Net realized gains (losses) from investments

   

185,553

     

(45,325

)

 
Net change in unrealized appreciation/depreciation on
investments
   

351,183

     

154,924

   

Change in net assets resulting from operations

   

549,245

     

128,066

   

Distributions to Shareholders:

 

Fund Shares

   

(13,267

)

   

(343,128

)

 

Institutional Shares

   

(1,508

)

   

(35,438

)

 

Class A

   

(44

)

   

(2,079

)

 

Change in net assets resulting from distributions to shareholders

   

(14,819

)

   

(380,645

)

 

Change in net assets resulting from capital transactions

   

(172,686

)

   

190,818

   

Change in net assets

   

361,740

     

(61,761

)

 

Net Assets:

 

Beginning of period

   

1,786,321

     

1,848,082

   

End of period

 

$

2,148,061

   

$

1,786,321

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

94,079

   

$

68,003

   

Distributions reinvested

   

13,054

     

337,401

   

Cost of shares redeemed

   

(257,314

)

   

(244,637

)

 

Total Fund Shares

 

$

(150,181

)

 

$

160,767

   

Institutional Shares

 

Proceeds from shares issued

 

$

8,819

   

$

6,128

   

Distributions reinvested

   

1,507

     

35,435

   

Cost of shares redeemed

   

(22,817

)

   

(11,532

)

 

Total Institutional Shares

 

$

(12,491

)

 

$

30,031

   

Class A

 

Proceeds from shares issued

 

$

200

   

$

142

   

Distributions reinvested

   

2

     

104

   

Cost of shares redeemed

   

(10,216

)

   

(226

)

 

Total Class A

 

$

(10,014

)

 

$

20

   

Change in net assets resulting from capital transactions

 

$

(172,686

)

 

$

190,818

   

(continues on next page)

See notes to financial statements.


16


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Growth & Income Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

3,934

     

3,423

   

Reinvested

   

579

     

16,949

   

Redeemed

   

(10,945

)

   

(12,322

)

 

Total Fund Shares

   

(6,432

)

   

8,050

   

Institutional Shares

 

Issued

   

372

     

281

   

Reinvested

   

67

     

1,782

   

Redeemed

   

(953

)

   

(561

)

 

Total Institutional Shares

   

(514

)

   

1,502

   

Class A

 

Issued

   

9

     

7

   

Reinvested

   

(a)

   

5

   

Redeemed

   

(399

)

   

(13

)

 

Total Class A

   

(390

)

   

(1

)

 

Change in Shares

   

(7,336

)

   

9,551

   

(a)  Rounds to less than 1 thousand shares.

See notes to financial statements.


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 Growth & Income Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

20.41

     

0.15

(b)

   

6.40

     

6.55

     

(0.18

)

   

   

July 31, 2020

 

$

23.70

     

0.22

(b)

   

1.45

     

1.67

     

(0.23

)

   

(4.73

)

 

July 31, 2019

 

$

26.19

     

0.25

     

(0.24

)

   

0.01

     

(0.24

)

   

(2.26

)

 

July 31, 2018

 

$

24.25

     

0.19

     

3.03

     

3.22

     

(0.18

)

   

(1.10

)

 

July 31, 2017

 

$

20.39

     

0.21

     

3.94

     

4.15

     

(0.22

)

   

(0.07

)

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

20.38

     

0.15

(b)

   

6.40

     

6.55

     

(0.18

)

   

   

July 31, 2020

 

$

23.68

     

0.23

(b)

   

1.44

     

1.67

     

(0.24

)

   

(4.73

)

 

July 31, 2019

 

$

26.17

     

0.26

     

(0.24

)

   

0.02

     

(0.25

)

   

(2.26

)

 

July 31, 2018

 

$

24.23

     

0.20

     

3.03

     

3.23

     

(0.19

)

   

(1.10

)

 

July 31, 2017

 

$

20.38

     

0.22

     

3.94

     

4.16

     

(0.24

)

   

(0.07

)

 

Class A

 

Year Ended:

 

July 31, 2021

 

$

20.31

     

0.08

(b)

   

6.40

     

6.48

     

(0.10

)

   

   

July 31, 2020

 

$

23.61

     

0.16

(b)

   

1.45

     

1.61

     

(0.18

)

   

(4.73

)

 

July 31, 2019

 

$

26.10

     

0.19

     

(0.25

)

   

(0.06

)

   

(0.17

)

   

(2.26

)

 

July 31, 2018

 

$

24.17

     

0.12

     

3.02

     

3.14

     

(0.11

)

   

(1.10

)

 

July 31, 2017

 

$

20.32

     

0.15

     

3.91

     

4.06

     

(0.14

)

   

(0.07

)

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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 the 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 transition or asset allocation shift.

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

(e)  Prior to December 1, 2017, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.20% of the Class A average daily net assets.

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
  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 Growth & Income Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.18

)

 

$

26.78

     

32.24

%

   

0.81

%

   

0.63

%

   

0.81

%

 

$

1,934,246

     

62

%

 

July 31, 2020

   

(4.96

)

 

$

20.41

     

7.81

%

   

0.87

%

   

1.05

%

   

0.87

%

 

$

1,605,020

     

74

%

 

July 31, 2019

   

(2.50

)

 

$

23.70

     

0.89

%

   

0.88

%

   

1.04

%

   

0.88

%

 

$

1,673,033

     

93

%(c)

 

July 31, 2018

   

(1.28

)

 

$

26.19

     

13.59

%

   

0.88

%

   

0.80

%

   

0.88

%

 

$

1,756,259

     

23

%

 

July 31, 2017

   

(0.29

)

 

$

24.25

     

20.49

%

   

0.91

%

   

0.89

%

   

0.91

%

 

$

1,605,220

     

21

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.18

)

 

$

26.75

     

32.32

%

   

0.79

%

   

0.65

%

   

0.79

%

 

$

213,041

     

62

%

 

July 31, 2020

   

(4.97

)

 

$

20.38

     

7.86

%

   

0.83

%

   

1.09

%

   

0.83

%

 

$

172,787

     

74

%

 

July 31, 2019

   

(2.51

)

 

$

23.68

     

0.94

%

   

0.83

%(d)

   

1.09

%

   

0.83

%

 

$

165,137

     

93

%(c)

 

July 31, 2018

   

(1.29

)

 

$

26.17

     

13.66

%

   

0.84

%

   

0.85

%

   

0.84

%

 

$

159,148

     

23

%

 

July 31, 2017

   

(0.31

)

 

$

24.23

     

20.54

%

   

0.85

%

   

0.95

%

   

0.85

%

 

$

139,866

     

21

%

 

Class A

 

Year Ended:

 

July 31, 2021

   

(0.10

)

 

$

26.69

     

32.04

%

   

1.09

%

   

0.35

%

   

1.49

%

 

$

774

     

62

%

 

July 31, 2020

   

(4.91

)

 

$

20.31

     

7.52

%

   

1.14

%

   

0.79

%

   

1.14

%

 

$

8,514

     

74

%

 

July 31, 2019

   

(2.43

)

 

$

23.61

     

0.62

%

   

1.15

%

   

0.77

%

   

1.23

%

 

$

9,912

     

93

%(c)

 

July 31, 2018

   

(1.21

)

 

$

26.10

     

13.28

%

   

1.17

%(e)

   

0.52

%

   

1.20

%

 

$

10,858

     

23

%

 

July 31, 2017

   

(0.21

)

 

$

24.17

     

20.10

%

   

1.20

%

   

0.60

%

   

1.24

%

 

$

9,987

     

21

%

 

See notes to financial statements.


19


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 & Income Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares and Class A. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 net asset value ("NAV") to be more reliable than it otherwise would be.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

2,137,320

   

$

   

$

   

$

2,137,320

   

Collateral for Securities Loaned

   

22,004

     

     

     

22,004

   

Total

 

$

2,159,324

   

$

   

$

   

$

2,159,324

   

For the year ended July 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:

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


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

21,228

   

$

   

$

22,004

   

Federal Income Taxes:

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

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

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or an 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) 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.


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

1,204,333

   

$

1,379,992

   

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 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

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

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

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
+/- 100 to 400  

+/- 4

 
+/- 401 to 700  

+/- 5

 
+/- 701 and greater  

+/- 6

 

(a) Based on the difference between the 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.


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

For the period July 1, 2020, to July 31, 2021, performance adjustments were $(788), $(83), and $(4) for Fund Shares, Institutional Shares and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.04)%, and (0.06)% 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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 July 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.


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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 July 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 July 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.88%, 0.84%, and 1.15% for Fund Shares, Institutional Shares, and Class A, respectively.

Under 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 July 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 July 31, 2021.

    Expires
2022
  Expires
2024
 

Total

 
       

$

4

   

$

29

   

$

33

   

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 July 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.


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

5. Risks:

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

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

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

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

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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.


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

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

$

     

1,568

     

8

     

0.56

%

 

$

2,557

   

*  For the year ended July 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 July 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

 
$

(3,113

)

 

$

3,113

   

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 July 31, 2021

 

Year Ended July 31, 2020

 
    Distributions
paid from
 
  Distributions
paid from
 
 
    Ordinary
Income
  Total
Distributions
Paid
  Ordinary
Income
  Net
Long-Term
Capital
Gains
  Total
Distributions
Paid
 
       

$

14,819

   

$

14,819

   

$

21,852

   

$

358,793

   

$

380,645

   

As of July 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)
 
$

43,050

   

$

99,660

   

$

142,710

   

$

685,524

   

$

828,234

   

*  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 July 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

During the tax year ended July 31, 2021, the Fund utilized $38,434 thousand of short-term capital loss carryforwards.

As of July 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)
 
       

$

1,473,800

   

$

706,039

   

$

(20,515

)

 

$

685,524

   


28


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Growth & Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Growth & Income Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


29


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


30


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


31


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


32


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


33


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


34


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


35


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Hypothetical
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Annualized
Expense
Ratio
During
Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,164.00

   

$

1,020.83

   

$

4.29

   

$

4.01

     

0.80

%

 

Institutional Shares

   

1,000.00

     

1,163.80

     

1,020.88

     

4.24

     

3.96

     

0.79

%

 

Class A

   

1,000.00

     

1,163.70

     

1,019.44

     

5.79

     

5.41

     

1.08

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


36


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):





  Dividends
Received
Deduction
(corporate
shareholders)
  Qualified
Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest
Income
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
         

39

%

   

53

%

   

1

%

 

$

919

   

$

2,195

   


37


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.


38


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  

23431-0921


JULY 31, 2021

Annual Report

USAA Income Stock 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 Capital 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

   

20

   
Report of Independent
Registered Public Accounting Firm
   

29

   

Supplemental Information (Unaudited)

   

30

   

Trustees' and Officers' Information

    30    

Proxy Voting and Portfolio Holdings Information

    36    

Expense Examples

    36    

Additional Federal Income Tax Information

    37    

Liquidity Risk Management Program

    38    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Income Stock Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

•  How did the USAA Income Stock Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and R6 Shares. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, and R6 Shares had a total return of 30.75%, 30.75%, and 34.71%, respectively. This compares to


4


USAA Mutual Funds Trust

USAA Income Stock Fund (continued)

Managers' Commentary (continued)

returns of 39.32% for the Russell 1000® Value Index (the "Index") and 33.16% for the Lipper Equity Income Funds Index.

•  What strategies did you employ during the reporting period?

The Fund underperformed the Index during the reporting period ended July 31, 2021. Relative to the Index, the Fund was hurt primarily by stock selection, while sector allocation also had a minor negative effect. Stock selection detracted the most in the industrials, financials and communication services sectors, which was slightly offset by positive stock selection in materials and information technology. From an allocation perspective, the Fund's performance was hurt by a slight overweight to the utilities sector, while an underweight to communication services had a positive effect.

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


5


USAA Mutual Funds Trust

USAA Income Stock Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

 

Fund Shares

 

Institutional Shares

 

R6 Shares

         

INCEPTION DATE

 

5/4/87

 

8/1/08

 

12/1/16

                 

 

Net Asset Value

 

Net Asset Value

 

Net Asset Value

  Russell 1000®
Value Index1
  Lipper Equity
Income Funds
Index2
 

One Year

   

30.75

%

   

30.75

%

   

34.71

%

   

39.32

%

   

33.16

%

 

Five Year

   

10.46

%

   

10.49

%

   

NA

     

11.41

%

   

11.86

%

 

Ten Year

   

11.11

%

   

11.18

%

   

NA

     

12.08

%

   

11.54

%

 

Since Inception

   

NA

     

NA

     

11.97

%

   

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.

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 Income Stock Fund — Growth of $10,000

1The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. 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 Lipper Equity Income Funds Index tracks the total return performance of funds within the Lipper Equity Income Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Income Stock Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks current income with the prospect of increasing dividend income and the potential for capital appreciation.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

JPMorgan Chase & Co.

   

2.9

%

 

Verizon Communications, Inc.

   

2.6

%

 

UnitedHealth Group, Inc.

   

2.3

%

 

Johnson & Johnson

   

2.2

%

 

Texas Instruments, Inc.

   

2.0

%

 

Cisco Systems, Inc.

   

2.0

%

 

Target Corp.

   

1.7

%

 

Microsoft Corp.

   

1.6

%

 

Intel Corp.

   

1.5

%

 

Comcast Corp. Class A

   

1.4

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Income Stock Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (99.7%)

 

Communication Services (6.4%):

 

Comcast Corp. Class A

   

694,023

   

$

40,829

   

Omnicom Group, Inc.

   

504,601

     

36,745

   

Sirius XM Holdings, Inc. (a)

   

2,976,180

     

19,256

   

The Interpublic Group of Cos., Inc.

   

185,522

     

6,560

   

Verizon Communications, Inc.

   

1,295,419

     

72,258

   

World Wrestling Entertainment, Inc. Class A

   

72,266

     

3,568

   
     

179,216

   

Consumer Discretionary (6.2%):

 

Best Buy Co., Inc.

   

172,136

     

19,339

   

Dollar General Corp.

   

21,910

     

5,097

   

Genuine Parts Co.

   

84,545

     

10,730

   

H&R Block, Inc.

   

139,699

     

3,430

   

Lennar Corp. Class A

   

34,549

     

3,633

   

Lowe's Cos., Inc.

   

105,949

     

20,415

   

NIKE, Inc. Class B

   

47,085

     

7,887

   

Target Corp.

   

182,781

     

47,715

   

The Home Depot, Inc.

   

92,083

     

30,221

   

Whirlpool Corp.

   

72,995

     

16,171

   

Williams-Sonoma, Inc.

   

55,470

     

8,415

   
     

173,053

   

Consumer Staples (8.9%):

 

Altria Group, Inc.

   

205,722

     

9,883

   

Bunge Ltd.

   

54,990

     

4,269

   

Colgate-Palmolive Co.

   

319,699

     

25,416

   

Costco Wholesale Corp.

   

29,765

     

12,791

   

General Mills, Inc.

   

296,315

     

17,441

   

Ingredion, Inc.

   

88,717

     

7,790

   

Kimberly-Clark Corp.

   

155,073

     

21,047

   

Philip Morris International, Inc.

   

380,662

     

38,100

   

Sysco Corp.

   

163,420

     

12,126

   

The Clorox Co.

   

63,576

     

11,500

   

The Hershey Co.

   

45,500

     

8,139

   

The J.M. Smucker Co.

   

43,800

     

5,743

   

The Procter & Gamble Co.

   

201,452

     

28,652

   

Tyson Foods, Inc. Class A

   

239,860

     

17,140

   

Walgreens Boots Alliance, Inc.

   

282,675

     

13,328

   

Walmart, Inc.

   

113,818

     

16,224

   
     

249,589

   

Energy (3.3%):

 

Cabot Oil & Gas Corp.

   

905,877

     

14,494

   

Chevron Corp.

   

111,438

     

11,346

   

Devon Energy Corp.

   

380,854

     

9,841

   

EOG Resources, Inc.

   

469,135

     

34,181

   

Phillips 66

   

300,939

     

22,098

   
     

91,960

   

See notes to financial statements.


8


USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Financials (19.6%):

 

Aflac, Inc.

   

226,138

   

$

12,438

   

Ally Financial, Inc.

   

187,189

     

9,614

   

American Express Co.

   

38,748

     

6,608

   

American Financial Group, Inc.

   

97,618

     

12,348

   

Ameriprise Financial, Inc.

   

68,367

     

17,609

   

Annaly Capital Management, Inc.

   

2,658,648

     

22,572

   

Bank of America Corp.

   

710,787

     

27,266

   

BlackRock, Inc.

   

22,541

     

19,547

   

Brown & Brown, Inc.

   

74,551

     

4,056

   

Capital One Financial Corp.

   

53,337

     

8,625

   

Citizens Financial Group, Inc.

   

244,396

     

10,304

   

Comerica, Inc.

   

117,820

     

8,090

   

Commerce Bancshares, Inc.

   

21,243

     

1,503

   

Everest Re Group Ltd.

   

24,393

     

6,167

   

FactSet Research Systems, Inc.

   

25,333

     

9,051

   

Fidelity National Financial, Inc.

   

302,930

     

13,514

   

Fifth Third Bancorp

   

422,717

     

15,340

   

First Horizon Corp.

   

231,863

     

3,582

   

Huntington Bancshares, Inc.

   

708,301

     

9,973

   

Jefferies Financial Group, Inc.

   

107,665

     

3,573

   

JPMorgan Chase & Co.

   

542,392

     

82,325

   

KeyCorp

   

1,632,307

     

32,091

   

M&T Bank Corp.

   

28,761

     

3,850

   

Marsh & McLennan Cos., Inc.

   

71,456

     

10,520

   

MetLife, Inc.

   

226,939

     

13,094

   

Morgan Stanley

   

103,964

     

9,978

   

Principal Financial Group, Inc.

   

68,216

     

4,238

   

Regions Financial Corp.

   

1,107,966

     

21,328

   

SEI Investments Co.

   

34,918

     

2,123

   

State Street Corp.

   

145,342

     

12,665

   

Synchrony Financial

   

277,644

     

13,054

   

T. Rowe Price Group, Inc.

   

131,269

     

26,801

   

The Allstate Corp.

   

193,156

     

25,121

   

The Goldman Sachs Group, Inc.

   

67,438

     

25,281

   

The Hanover Insurance Group, Inc.

   

56,661

     

7,700

   

The Hartford Financial Services Group, Inc.

   

89,628

     

5,702

   

The PNC Financial Services Group, Inc.

   

82,573

     

15,062

   

The Travelers Cos., Inc.

   

51,996

     

7,743

   

Western Alliance Bancorp

   

32,271

     

2,995

   

Zions Bancorp NA

   

255,459

     

13,322

   
     

556,773

   

Health Care (15.1%):

 

Abbott Laboratories

   

76,091

     

9,205

   

AmerisourceBergen Corp.

   

41,413

     

5,059

   

Amgen, Inc.

   

72,399

     

17,487

   

Anthem, Inc.

   

35,765

     

13,734

   

Bristol-Myers Squibb Co.

   

242,729

     

16,474

   

Cardinal Health, Inc.

   

205,962

     

12,230

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Cerner Corp.

   

100,716

   

$

8,097

   

Chemed Corp.

   

7,797

     

3,712

   

Cigna Corp.

   

9,084

     

2,085

   

CVS Health Corp.

   

292,572

     

24,096

   

Danaher Corp.

   

32,671

     

9,719

   

Eli Lilly & Co.

   

93,862

     

22,855

   

Gilead Sciences, Inc.

   

189,939

     

12,971

   

Johnson & Johnson

   

362,678

     

62,454

   

McKesson Corp.

   

62,339

     

12,707

   

Medtronic PLC

   

113,308

     

14,879

   

Merck & Co., Inc.

   

329,729

     

25,346

   

PerkinElmer, Inc.

   

31,681

     

5,773

   

Pfizer, Inc.

   

621,487

     

26,606

   

Quest Diagnostics, Inc.

   

65,127

     

9,235

   

ResMed, Inc.

   

26,010

     

7,070

   

Thermo Fisher Scientific, Inc.

   

24,490

     

13,225

   

UnitedHealth Group, Inc.

   

158,655

     

65,401

   

West Pharmaceutical Services, Inc.

   

23,370

     

9,622

   

Zoetis, Inc.

   

75,549

     

15,314

   
     

425,356

   

Industrials (13.2%):

 

3M Co.

   

107,451

     

21,269

   

Caterpillar, Inc.

   

51,653

     

10,679

   

Cintas Corp.

   

15,469

     

6,098

   

Cummins, Inc.

   

71,883

     

16,684

   

Deere & Co.

   

48,298

     

17,464

   

Eaton Corp. PLC

   

146,543

     

23,161

   

Emerson Electric Co.

   

155,076

     

15,646

   

Fastenal Co.

   

325,873

     

17,848

   

FedEx Corp.

   

40,515

     

11,342

   

Graco, Inc.

   

31,786

     

2,482

   

Huntington Ingalls Industries, Inc.

   

54,824

     

11,246

   

Illinois Tool Works, Inc.

   

122,997

     

27,879

   

Johnson Controls International PLC

   

185,944

     

13,280

   

Knight-Swift Transportation Holdings, Inc.

   

105,375

     

5,236

   

Lennox International, Inc.

   

24,087

     

7,935

   

Lockheed Martin Corp.

   

60,874

     

22,625

   

ManpowerGroup, Inc.

   

100,528

     

11,921

   

Masco Corp.

   

147,398

     

8,801

   

Northrop Grumman Corp.

   

9,378

     

3,404

   

PACCAR, Inc.

   

87,731

     

7,281

   

Robert Half International, Inc.

   

227,127

     

22,306

   

Rockwell Automation, Inc.

   

76,187

     

23,421

   

Snap-on, Inc.

   

49,701

     

10,834

   

The Toro Co.

   

74,186

     

8,438

   

Trane Technologies PLC

   

92,979

     

18,932

   

United Parcel Service, Inc. Class B

   

77,356

     

14,803

   

W.W. Grainger, Inc.

   

32,075

     

14,260

   
     

375,275

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Information Technology (13.0%):

 

Accenture PLC Class A

   

40,857

   

$

12,979

   

Apple, Inc.

   

239,826

     

34,981

   

Cisco Systems, Inc.

   

1,002,858

     

55,528

   

Cognizant Technology Solutions Corp. Class A

   

138,072

     

10,152

   

Corning, Inc.

   

294,584

     

12,331

   

HP, Inc.

   

617,935

     

17,840

   

Intel Corp.

   

775,561

     

41,663

   

Juniper Networks, Inc.

   

325,006

     

9,146

   

Mastercard, Inc. Class A

   

32,321

     

12,474

   

Microsoft Corp.

   

156,730

     

44,654

   

NetApp, Inc.

   

169,172

     

13,464

   

Oracle Corp.

   

72,095

     

6,282

   

QUALCOMM, Inc.

   

198,858

     

29,789

   

Texas Instruments, Inc.

   

297,221

     

56,657

   

The Western Union Co.

   

403,960

     

9,376

   
     

367,316

   

Materials (4.0%):

 

Avery Dennison Corp.

   

28,947

     

6,099

   

International Paper Co.

   

143,875

     

8,310

   

LyondellBasell Industries NV Class A

   

245,483

     

24,384

   

Nucor Corp.

   

75,671

     

7,871

   

Packaging Corp. of America

   

89,663

     

12,687

   

PPG Industries, Inc.

   

91,705

     

14,995

   

RPM International, Inc.

   

50,157

     

4,343

   

Steel Dynamics, Inc.

   

271,173

     

17,477

   

The Scotts Miracle-Gro Co.

   

21,488

     

3,803

   

The Sherwin-Williams Co.

   

40,112

     

11,674

   
     

111,643

   

Real Estate (4.5%):

 

Alexandria Real Estate Equities, Inc.

   

17,900

     

3,604

   

AvalonBay Communities, Inc.

   

47,254

     

10,766

   

Boston Properties, Inc.

   

54,820

     

6,435

   

Equity Residential

   

92,392

     

7,773

   

Essex Property Trust, Inc.

   

25,817

     

8,471

   

Healthpeak Properties, Inc.

   

337,149

     

12,464

   

National Retail Properties, Inc.

   

120,758

     

5,901

   

Prologis, Inc.

   

37,402

     

4,789

   

Realty Income Corp.

   

129,317

     

9,090

   

Regency Centers Corp.

   

62,035

     

4,058

   

Simon Property Group, Inc.

   

88,137

     

11,151

   

Ventas, Inc.

   

220,415

     

13,176

   

VICI Properties, Inc. (a)

   

536,301

     

16,728

   

Welltower, Inc.

   

132,572

     

11,515

   
     

125,921

   

Utilities (5.5%):

 

Ameren Corp.

   

70,452

     

5,912

   

CMS Energy Corp.

   

118,029

     

7,293

   

DTE Energy Co.

   

129,117

     

15,148

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Duke Energy Corp.

   

149,031

   

$

15,665

   

Evergy, Inc.

   

209,650

     

13,673

   

Exelon Corp.

   

530,956

     

24,849

   

National Fuel Gas Co.

   

32,477

     

1,670

   

OGE Energy Corp.

   

217,169

     

7,329

   

Pinnacle West Capital Corp.

   

99,668

     

8,327

   

PPL Corp.

   

238,174

     

6,757

   

Public Service Enterprise Group, Inc.

   

210,695

     

13,112

   

The Southern Co.

   

292,401

     

18,676

   

UGI Corp.

   

63,377

     

2,915

   

WEC Energy Group, Inc.

   

87,409

     

8,229

   

Xcel Energy, Inc.

   

53,981

     

3,684

   
     

153,239

   

Total Common Stocks (Cost $2,154,998)

   

2,809,341

   

Collateral for Securities Loaned^ (1.0%)

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

185,662

     

186

   

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

   

28,863,647

     

28,863

   

Total Collateral for Securities Loaned (Cost $29,049)

   

29,049

   

Total Investments (Cost $2,184,047) — 100.7%

   

2,838,390

   

Liabilities in excess of other assets — (0.7)%

   

(19,077

)

 

NET ASSETS — 100.00%

 

$

2,819,313

   

^  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 July 31, 2021.

PLC — Public Limited Company

See notes to financial statements.


12


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Income
Stock Fund
 

Assets:

 

Investments, at value (Cost $2,184,047)

 

$

2,838,390

(a)

 

Cash

   

11,888

   

Receivables:

 

Interest and dividends

   

3,928

   

Capital shares issued

   

550

   

Reclaims

   

454

   

From Adviser

   

21

   

Prepaid expenses

   

34

   

Total Assets

   

2,855,265

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

29,049

   

Investments purchased

   

4,040

   

Capital shares redeemed

   

1,150

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,105

   

Administration fees

   

313

   

Custodian fees

   

21

   

Transfer agent fees

   

182

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

90

   

Total Liabilities

   

35,952

   

Net Assets:

 

Capital

   

1,984,558

   

Total accumulated earnings/(loss)

   

834,755

   

Net Assets

 

$

2,819,313

   

Net Assets

 

Fund Shares

 

$

1,740,731

   

Institutional Shares

   

1,078,555

   

R6 Shares

   

27

   

Total

 

$

2,819,313

   

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

 

Fund Shares

   

86,255

   

Institutional Shares

   

53,521

   

R6 Shares

   

1

   

Total

   

139,777

   

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

 

Fund Shares

 

$

20.18

   
Institutional Shares    

20.15

   
R6 Shares    

20.76

   

(a)  Includes $27,601 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.


13


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)

    USAA Income
Stock Fund
 

Investment Income:

 

Dividends

 

$

69,865

   

Interest

   

28

   

Securities lending (net of fees)

   

25

   

Total Income

   

69,918

   

Expenses:

 

Investment advisory fees

   

12,390

   

Administration fees — Fund Shares

   

2,415

   

Administration fees — Institutional Shares

   

1,076

   

Administration fees — R6 Shares

   

2

   

Sub-Administration fees

   

46

   

Custodian fees

   

117

   

Transfer agent fees — Fund Shares

   

1,097

   

Transfer agent fees — Institutional Shares

   

1,076

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

58

   

Compliance fees

   

17

   

Legal and audit fees

   

73

   

State registration and filing fees

   

72

   

Interfund lending fees

   

(a)

 

Other expenses

   

262

   

Total Expenses

   

18,701

   

Expenses waived/reimbursed by Adviser

   

(52

)

 

Net Expenses

   

18,649

   

Net Investment Income (Loss)

   

51,269

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

268,859

   

Net change in unrealized appreciation/depreciation on investment securities

   

400,765

   

Net realized/unrealized gains (losses) on investments

   

669,624

   

Change in net assets resulting from operations

 

$

720,893

   

(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 Income Stock Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

51,269

   

$

60,379

   

Net realized gains (losses) from investments

   

268,859

     

(87,706

)

 
Net change in unrealized appreciation/depreciation on
investments
   

400,765

     

(77,836

)

 

Change in net assets resulting from operations

   

720,893

     

(105,163

)

 

Distributions to Shareholders:

 

Fund Shares

   

(30,164

)

   

(306,762

)

 

Institutional Shares

   

(20,309

)

   

(189,116

)

 

R6 Shares

   

(82

)

   

(1,853

)

 

Change in net assets resulting from distributions to shareholders

   

(50,555

)

   

(497,731

)

 

Change in net assets resulting from capital transactions

   

(371,084

)

   

315,435

   

Change in net assets

   

299,254

     

(287,459

)

 

Net Assets:

 

Beginning of period

   

2,520,059

     

2,807,518

   

End of period

 

$

2,819,313

   

$

2,520,059

   

See notes to financial statements.


15


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Income Stock Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

78,038

   

$

121,878

   

Distributions reinvested

   

28,973

     

295,305

   

Cost of shares redeemed

   

(248,698

)

   

(268,091

)

 

Total Fund Shares

 

$

(141,687

)

 

$

149,092

   

Institutional Shares

 

Proceeds from shares issued

 

$

31,528

   

$

189,037

   

Distributions reinvested

   

20,293

     

189,099

   

Cost of shares redeemed

   

(271,821

)

   

(210,127

)

 

Total Institutional Shares

 

$

(220,000

)

 

$

168,009

   

R6 Shares

 

Proceeds from shares issued

 

$

31

   

$

972

   

Distributions reinvested

   

6

     

864

   

Cost of shares redeemed

   

(9,434

)

   

(3,502

)

 

Total R6 Shares

 

$

(9,397

)

 

$

(1,666

)

 

Change in net assets resulting from capital transactions

 

$

(371,084

)

 

$

315,435

   

Share Transactions:

 

Fund Shares

 

Issued

   

4,259

     

7,293

   

Reinvested

   

1,633

     

16,913

   

Redeemed

   

(13,926

)

   

(16,208

)

 

Total Fund Shares

   

(8,034

)

   

7,998

   

Institutional Shares

 

Issued

   

1,763

     

12,032

   

Reinvested

   

1,148

     

10,855

   

Redeemed

   

(14,897

)

   

(12,464

)

 

Total Institutional Shares

   

(11,986

)

   

10,423

   

R6 Shares

 

Issued

   

2

     

57

   

Reinvested

   

(a)

   

49

   

Redeemed

   

(529

)

   

(187

)

 

Total R6 Shares

   

(527

)

   

(81

)

 

Change in Shares

   

(20,547

)

   

18,340

   

(a)  Rounds to less than 1 thousand shares.

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 Income Stock Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

15.73

     

0.34

(d)

   

4.45

     

4.79

     

(0.33

)

   

(0.01

)

 

July 31, 2020

 

$

19.78

     

0.40

(d)

   

(0.87

)

   

(0.47

)

   

(0.36

)

   

(3.22

)

 

July 31, 2019

 

$

20.24

     

0.43

     

0.70

     

1.13

     

(0.44

)

   

(1.15

)

 

July 31, 2018

 

$

19.68

     

0.40

     

1.74

     

2.14

     

(0.40

)

   

(1.18

)

 

July 31, 2017

 

$

18.18

     

0.42

     

1.51

     

1.93

     

(0.43

)

   

   

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

15.71

     

0.34

(d)

   

4.44

     

4.78

     

(0.33

)

   

(0.01

)

 

July 31, 2020

 

$

19.76

     

0.40

(d)

   

(0.86

)

   

(0.46

)

   

(0.37

)

   

(3.22

)

 

July 31, 2019

 

$

20.22

     

0.43

     

0.70

     

1.13

     

(0.44

)

   

(1.15

)

 

July 31, 2018

 

$

19.66

     

0.41

     

1.73

     

2.14

     

(0.40

)

   

(1.18

)

 

July 31, 2017

 

$

18.16

     

0.43

     

1.50

     

1.93

     

(0.43

)

   

   

R6 Shares

 

Year Ended:

 

July 31, 2021

 

$

15.72

     

0.35

(d)

   

5.05

     

5.40

     

(0.35

)

   

(0.01

)

 

July 31, 2020

 

$

19.77

     

0.42

(d)

   

(0.87

)

   

(0.45

)

   

(0.38

)

   

(3.22

)

 

July 31, 2019

 

$

20.23

     

0.45

     

0.69

     

1.14

     

(0.45

)

   

(1.15

)

 

July 31, 2018

 

$

19.67

     

0.47

     

1.69

     

2.16

     

(0.42

)

   

(1.18

)

 
December 1, 2016 (g)
through July 31, 2017
 

$

18.17

     

0.27

     

1.60

     

1.87

     

(0.37

)

   

   

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

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

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

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

(g)  Commencement of operations.

See notes to financial statements.


18


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Income Stock Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.34

)

 

$

20.18

     

30.75

%

   

0.70

%

   

1.90

%

   

0.70

%

 

$

1,740,731

     

53

%

 

July 31, 2020

   

(3.58

)

 

$

15.73

     

(3.84

)%

   

0.74

%

   

2.31

%

   

0.74

%

 

$

1,482,959

     

64

%

 

July 31, 2019

   

(1.59

)

 

$

19.78

     

6.26

%

   

0.75

%

   

2.44

%

   

0.75

%

 

$

1,707,034

     

86

%(e)

 

July 31, 2018

   

(1.58

)

 

$

20.24

     

11.16

%

   

0.76

%(f)

   

2.19

%

   

0.76

%(f)

 

$

1,713,558

     

23

%

 

July 31, 2017

   

(0.43

)

 

$

19.68

     

10.71

%

   

0.77

%(f)

   

2.24

%

   

0.77

%(f)

 

$

1,651,374

     

23

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.34

)

 

$

20.15

     

30.75

%

   

0.68

%

   

1.91

%

   

0.69

%

 

$

1,078,555

     

53

%

 

July 31, 2020

   

(3.59

)

 

$

15.71

     

(3.81

)%

   

0.72

%

   

2.34

%

   

0.72

%

 

$

1,028,803

     

64

%

 

July 31, 2019

   

(1.59

)

 

$

19.76

     

6.30

%

   

0.73

%

   

2.47

%

   

0.73

%

 

$

1,088,446

     

86

%(e)

 

July 31, 2018

   

(1.58

)

 

$

20.22

     

11.21

%

   

0.72

%(f)

   

2.22

%

   

0.72

%(f)

 

$

1,034,842

     

23

%

 

July 31, 2017

   

(0.43

)

 

$

19.66

     

10.76

%

   

0.73

%(f)

   

2.30

%

   

0.73

%(f)

 

$

1,097,164

     

23

%

 

R6 Shares

 

Year Ended:

 

July 31, 2021

   

(0.36

)

 

$

20.76

     

34.71

%

   

0.56

%

   

2.02

%

   

0.94

%

 

$

27

     

53

%

 

July 31, 2020

   

(3.60

)

 

$

15.72

     

(3.77

)%

   

0.65

%

   

2.40

%

   

0.72

%

 

$

8,297

     

64

%

 

July 31, 2019

   

(1.60

)

 

$

19.77

     

6.37

%

   

0.65

%

   

2.54

%

   

0.73

%

 

$

12,038

     

86

%(e)

 

July 31, 2018

   

(1.60

)

 

$

20.23

     

11.31

%

   

0.65

%(f)

   

2.33

%

   

0.90

%(f)

 

$

12,746

     

23

%

 
December 1, 2016 (g)
through July 31, 2017
   

(0.37

)

 

$

19.67

     

10.36

%

   

0.65

%(f)

   

2.13

%

   

1.24

%(f)

 

$

5,412

     

23

%

 

See notes to financial statements.


19


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Income Stock Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

2,809,341

   

$

   

$

   

$

2,809,341

   

Collateral for Securities Loaned

   

29,049

     

     

     

29,049

   

Total

 

$

2,838,390

   

$

   

$

   

$

2,838,390

   

For the year ended July 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:

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


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

Value of
Securities on Loan
  Non-Cash
Collateral
 

Cash Collateral

 
$

27,601

   

$

   

$

29,049

   

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 investment securities 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 (losses) from investment securities 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


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of July 31.

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

Allocations:

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

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

3. Purchases and Sales:

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


  Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

1,403,927

   

$

1,774,258

   

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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

%

 

USAA Cornerstone Equity Fund

   

0.4

%

 

USAA Target Retirement Income Fund

   

0.3

%

 

USAA Target Retirement 2030 Fund

   

1.1

%

 

USAA Target Retirement 2040 Fund

   

1.5

%

 

USAA Target Retirement 2050 Fund

   

1.1

%

 

USAA Target Retirement 2060 Fund

   

0.2

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Equity Income Funds Index. The Lipper Equity Income Funds Index tracks the total return performance of the largest funds within the Lipper Equity Income 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 the 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 Equity Income Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance adjustments were $(649), $(409), and $(3) for Fund Shares, Institutional Shares and R6 Shares in thousands, respectively. Performance adjustments were (0.04)%, (0.04)%, and (0.09)% for Fund Shares, Institutional Shares, and R6 Shares, 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares and R6 Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration fees.


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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 R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.76%, 0.72% and 0.65% for Fund Shares, Institutional Shares and R6 Shares, respectively.

Under 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


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 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 July 31, 2021.

Expires 2022  

Expires 2023

 

Expires 2024

 

Total

 
$

4

   

$

21

   

$

52

   

$

77

   

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 July 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.

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

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

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

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

The Fund had no borrowings under the Line of Credit agreement during the year ended July 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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

4,432

     

5

     

0.59

%

 

$

4,849

   

*  For the year ended July 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 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 July 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

 
$

(6,270

)

 

$

6,270

   


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

   

Year Ended July 31, 2021

 

Year Ended July 31, 2020

 
    Distributions
paid from
      Distributions
paid from
     
    Ordinary
Income
 
Total
Distributions
Paid
 

Ordinary
Income
  Net
Long-Term
Capital
Gains
  Total
Distributions
Paid
 
       

$

50,555

   

$

50,555

   

$

63,972

   

$

433,759

   

$

497,731

   

As of July 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)
 
$

20,096

   

$

160,702

   

$

180,798

   

$

653,957

   

$

834,755

   

*  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 return of capital.

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

During the tax year ended July 31, 2021, the Fund utilized $83,510 thousand of short-term capital loss carryforwards.

As of July 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)
 
$

2,184,433

   

$

673,776

   

$

(19,819

)

 

$

653,957

   


28


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Income Stock Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Income Stock Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


29


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


30


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


31


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


32


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


33


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


34


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


35


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,182.20

   

$

1,021.32

   

$

3.79

   

$

3.51

     

0.70

%

 

Institutional Shares

   

1,000.00

     

1,182.60

     

1,021.42

     

3.68

     

3.41

     

0.68

%

 

R6 Shares

   

1,000.00

     

1,217.40

     

1,022.22

     

2.86

     

2.61

     

0.52

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


36


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 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
 
         

56

%

   

96

%

 

$

2,454

   

$

5,723

   


37


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.


38


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  

23421-0921


JULY 31, 2021

Annual Report

USAA Science & Technology 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.


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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

    18    

Statement of Operations

    19    

Statements of Changes in Net Assets

    20    

Financial Highlights

    22    

Notes to Financial Statements

   

24

   
Report of Independent
Registered Public Accounting Firm
   

35

   

Supplemental Information (Unaudited)

   

36

   

Trustees' and Officers' Information

    36    

Proxy Voting and Portfolio Holdings Information

    42    

Expense Examples

    42    

Additional Federal Income Tax Information

    43    

Liquidity Risk Management Program

    44    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past

2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust

3


USAA Mutual Funds Trust

USAA Science & Technology Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

•  How did the USAA Science & Technology Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Class A. For the reporting period ended July 31, 2021, the Fund Shares and Class A had total returns of 33.71% and 33.31%, respectively. This compares to returns of 36.45% for the S&P 500® Index, 40.38% for the S&P North American Technology Index, 27.77% for the S&P Composite 1500 Health Care Index, and 45.19% for the Lipper Science & Technology Funds Index.


4


USAA Mutual Funds Trust

USAA Science & Technology Fund (continued)

Managers' Commentary (continued)

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. Wellington Management Company LLP is an external subadviser to the Fund, while RS Investments Growth is a VCM investment franchise 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?

The Fund had strong positive returns for the reporting period ended July 31, 2021. Overall, stock selection in health care had the largest positive effect on relative performance, while individual stock selection in information technology detracted from Fund performance. On the other hand, the overall allocation in information technology had a positive effect on Fund performance.

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


5


USAA Mutual Funds Trust

USAA Science & Technology Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

 

Class A

                 

INCEPTION DATE

 

8/1/97

 

8/2/10

                 



 

Net Asset Value

 

Net Asset Value

  Maximum
Offering Price
  S&P 500®
Index1
  S&P North
American
Technology
Index2
  S&P
Composite
1500 Health
Care Index3
  Lipper
Science &
Technology
Funds Index4
 

One Year

   

33.71

%

   

33.31

%

   

25.64

%

   

36.45

%

   

40.38

%

   

27.77

%

   

45.19

%

 

Five Year

   

24.13

%

   

23.79

%

   

22.34

%

   

17.35

%

   

29.80

%

   

14.43

%

   

27.24

%

 

Ten Year

   

20.30

%

   

20.00

%

   

19.29

%

   

15.35

%

   

22.34

%

   

16.88

%

   

19.60

%

 

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 ("MOP") figures reflect a maximum sales charge of 5.75% 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 Science & Technology Fund — Growth of $10,000

1The broad-based composite S&P 500® Index represents the weighted average performance of a group of 500 widely held, publicly traded stocks. 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 S&P North American Technology Index provides investors with a benchmark that represents U.S. securities classified under the Global Industry Classification System (GICS®) technology sector and internet retail sub-industry. 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 S&P Composite 1500 Health Care Index comprises U.S. traded stocks that are members of either the S&P Total Market Index (TMI) or the S&P/TSX Composite Index, and are classified within the health care sector of the GICS®. 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.

4The Lipper Science & Technology Funds Index tracks the total return performance of funds within the Lipper Science & Technology Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Science & Technology Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term capital appreciation.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

Microsoft Corp.

   

5.9

%

 

Amazon.com, Inc.

   

4.2

%

 

RingCentral, Inc. Class A

   

3.1

%

 

Facebook, Inc. Class A

   

2.5

%

 

Wix.com Ltd.

   

2.3

%

 

Alphabet, Inc. Class A

   

2.2

%

 

Twilio, Inc. Class A

   

2.1

%

 

Marvell Technology, Inc.

   

2.1

%

 

Lam Research Corp.

   

1.9

%

 

Visa, Inc. Class A

   

1.6

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Science & Technology Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (96.5%)

 

Australia (0.1%):

 

Health Care (0.1%):

 

Opthea Ltd., ADR (a)

   

332,567

   

$

2,188

   

Belgium (0.0%): (b)

 

Health Care (0.0%):

 

UCB SA

   

2,680

     

290

   

Brazil (0.4%):

 

Consumer Discretionary (0.3%):

 

Arco Platform Ltd. Class A (a)

   

196,980

     

5,732

   

Health Care (0.0%): (b)

 

Hypera SA

   

35,300

     

242

   

Notre Dame Intermedica Participacoes SA

   

12,400

     

190

   
     

432

   

Information Technology (0.1%):

 

StoneCo Ltd. Class A (a)

   

36,934

     

2,174

   
     

8,338

   

Canada (0.8%):

 

Health Care (0.3%):

 

Fusion Pharmaceuticals, Inc. (a)

   

486,522

     

3,965

   

Zymeworks, Inc. (a) (c)

   

83,124

     

2,668

   
     

6,633

   

Information Technology (0.5%):

 

Shopify, Inc. Class A (a)

   

6,798

     

10,196

   
     

16,829

   

Cayman Islands (0.0%): (b)

 

Health Care (0.0%):

 

Theravance BioPharma, Inc. (a)

   

4,178

     

54

   

China (0.3%):

 

Communication Services (0.1%):

 

Tencent Holdings Ltd.

   

49,360

     

2,977

   

Health Care (0.2%):

 

Connect BioPharma Holdings Ltd., ADR (a)

   

12,515

     

276

   

Everest Medicines Ltd. (a) (d)

   

28,000

     

213

   

Gracell Biotechnologies, Inc., ADR (a) (c)

   

150,144

     

1,866

   

InnoCare Pharma Ltd. (a) (d)

   

82,000

     

271

   

Shandong Weigao Group Medical Polymer Co. Ltd. Class H

   

72,000

     

129

   

Venus MedTech Hangzhou, Inc. Class H (a) (d)

   

17,000

     

107

   

Wuxi AppTec Co. Ltd. Class H (d)

   

11,276

     

250

   

Zai Lab Ltd. (a)

   

200

     

28

   

See notes to financial statements.

8


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Zai Lab Ltd., ADR (a)

   

4,420

   

$

639

   
     

3,779

   
     

6,756

   

Denmark (0.0%): (b)

 

Health Care (0.0%):

 

Ascendis Pharma A/S, ADR (a)

   

1,720

     

203

   

Genmab A/S (a)

   

584

     

264

   

Zealand Pharma A/S, ADR (a) (c)

   

1,492

     

45

   
     

512

   

Germany (0.1%):

 

Consumer Discretionary (0.1%):

 

Auto1 Group Se (a) (d)

   

41,025

     

2,009

   

Hong Kong (0.0%): (b)

 

Health Care (0.0%):

 

CSPC Pharmaceutical Group Ltd.

   

26,000

     

35

   

Hutchison China Meditech Ltd., ADR (a)

   

2,334

     

98

   

Hutchmed China Ltd. (a)

   

460

     

5

   
     

138

   

Israel (2.3%):

 

Information Technology (2.3%):

 

Wix.com Ltd. (a)

   

155,580

     

46,463

   

Italy (0.0%): (b)

 

Health Care (0.0%):

 

Stevanato Group SpA (a)

   

3,900

     

79

   

Japan (0.6%):

 

Health Care (0.3%):

 

Astellas Pharma, Inc.

   

21,500

     

343

   

Daiichi Sankyo Co. Ltd.

   

18,550

     

368

   

Eisai Co. Ltd.

   

4,815

     

396

   

Hoya Corp.

   

28,800

     

4,066

   

Kyowa Kirin Co. Ltd.

   

3,500

     

114

   

Nippon Shinyaku Co. Ltd.

   

1,600

     

120

   

Ono Pharmaceutical Co. Ltd.

   

10,730

     

245

   
     

5,652

   

Information Technology (0.3%):

 

Sansan, Inc. (a)

   

26,400

     

2,159

   

Taiyo Yuden Co. Ltd.

   

99,600

     

5,112

   
     

7,271

   
     

12,923

   

Jersey (0.2%):

 

Health Care (0.2%):

 

Novocure Ltd. (a)

   

24,558

     

3,782

   

See notes to financial statements.

9


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Korea, Republic Of (0.4%):

 

Information Technology (0.4%):

 

Koh Young Technology, Inc.

   

153,630

   

$

3,268

   

SK Hynix, Inc.

   

38,182

     

3,738

   
     

7,006

   

Netherlands (1.7%):

 

Health Care (0.2%):

 

Argenx SE, ADR (a)

   

444

     

135

   

Koninklijke Philips NV

   

7,065

     

326

   

Merus NV (a) (c)

   

117,924

     

2,028

   
     

2,489

   

Information Technology (1.5%):

 
ASML Holding NV    

7,697

     

5,883

   

BE Semiconductor Industries NV

   

91,263

     

8,008

   

STMicroelectronics NV, NYS (c)

   

410,438

     

16,939

   
     

30,830

   
     

33,319

   

Singapore (0.3%):

 

Information Technology (0.3%):

 

Flex Ltd. (a)

   

321,223

     

5,772

   

Switzerland (0.0%): (b)

 

Health Care (0.0%):

 

Novartis AG Registered Shares

   

2,398

     

222

   

Roche Holding AG

   

309

     

119

   

Tecan Group AG Class R

   

392

     

226

   
     

567

   

Taiwan (0.3%):

 

Information Technology (0.3%):

 

Globalwafers Co. Ltd.

   

197,800

     

6,011

   

United Kingdom (1.3%):

 

Consumer Discretionary (0.5%):

 

Farfetch Ltd. Class A (a)

   

150,149

     

7,525

   

Trainline PLC (a) (d)

   

710,181

     

3,348

   
     

10,873

   

Health Care (0.8%):

 

Abcam PLC (a)

   

1,343

     

25

   

AstraZeneca PLC, ADR

   

19,290

     

1,104

   

Bicycle Therapeutics PLC, ADR (a)

   

225,329

     

7,121

   

Compass Pathways PLC, ADR (a)

   

169,078

     

5,999

   

ConvaTec Group PLC (d)

   

47,164

     

155

   

Freeline Therapeutics Holdings PLC, ADR (a)

   

8,785

     

42

   

Genus PLC

   

3,161

     

242

   

Hikma Pharmaceuticals PLC

   

2,309

     

85

   

See notes to financial statements.

10


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Myovant Sciences Ltd. (a) (c)

   

4,947

   

$

102

   

Smith & Nephew PLC

   

12,710

     

259

   
     

15,134

   
     

26,007

   

United States (87.7%):

 

Communication Services (9.7%):

 

Alphabet, Inc. Class A (a)

   

16,629

     

44,807

   

Chicken Soup For The Soul Entertainment, Inc. (a)

   

222,549

     

7,985

   

Electronic Arts, Inc.

   

44,927

     

6,468

   

Facebook, Inc. Class A (a)

   

142,313

     

50,706

   

IAC/InterActiveCorp. (a)

   

55,877

     

7,671

   

Match Group, Inc. (a)

   

161,101

     

25,659

   

Snap, Inc. Class A (a)

   

97,396

     

7,248

   

Take-Two Interactive Software, Inc. (a)

   

78,661

     

13,642

   

Twitter, Inc. (a)

   

408,447

     

28,489

   

Vimeo, Inc. (a)

   

90,716

     

4,064

   
     

196,739

   

Consumer Discretionary (6.9%):

 

Airbnb, Inc. Class A (a)

   

32,435

     

4,671

   

Amazon.com, Inc. (a)

   

25,360

     

84,388

   

Booking Holdings, Inc. (a)

   

7,428

     

16,180

   

Chegg, Inc. (a)

   

148,648

     

13,175

   

Duolingo, Inc. (a)

   

1,200

     

168

   

Etsy, Inc. (a)

   

17,148

     

3,147

   

Roku, Inc. (a)

   

39,337

     

16,848

   

Shutterstock, Inc.

   

23,540

     

2,554

   
     

141,131

   

Financials (1.0%):

 

DA32 Life Science Tech Acquisition Corp. Class A (a)

   

917,818

     

9,178

   

MedTech Acquisition Corp. (a)

   

9,156

     

91

   

Omega Alpha SPAC Class A (a)

   

344,839

     

3,387

   

Orion Acquisition Corp. (a)

   

2,790

     

28

   

Oscar Health, Inc. Class A (a)

   

5,913

     

100

   

Panacea Acquisition Corp. II (a) (e)

   

710,663

     

7,071

   
     

19,855

   

Health Care (21.9%):

 

10X Genomics, Inc. Class A (a)

   

68,092

     

12,477

   

89bio, Inc. (a)

   

4,344

     

68

   

Abbott Laboratories

   

5,782

     

700

   

Absci Corp. (a)

   

233,830

     

6,659

   

Aclaris Therapeutics, Inc. (a) (c)

   

8,505

     

127

   

AdaptHealth Corp. (a)

   

4,997

     

112

   

Agilon Health, Inc. (a)

   

1,362

     

50

   

Akero Therapeutics, Inc. (a) (c)

   

3,455

     

74

   

Akouos, Inc. (a) (c)

   

98,197

     

1,067

   

Albireo Pharma, Inc. (a)

   

70,442

     

2,015

   

Align Technology, Inc. (a)

   

868

     

604

   

See notes to financial statements.

11


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Aligos Therapeutics, Inc. (a)

   

7,621

   

$

111

   

Allogene Therapeutics, Inc. (a)

   

115,048

     

2,525

   

Alnylam Pharmaceuticals, Inc. (a)

   

2,290

     

410

   

Alpha Teknova, Inc. (a)

   

210,830

     

4,685

   

ALX Oncology Holdings, Inc. (a)

   

400

     

23

   

Amicus Therapeutics, Inc. (a)

   

10,600

     

98

   

Angion Biomedica Corp. (a)

   

190,218

     

2,022

   

Apellis Pharmaceuticals, Inc. (a)

   

221,553

     

14,177

   

Arena Pharmaceuticals, Inc. (a)

   

4,880

     

302

   

Aveanna Healthcare Holdings, Inc. (a)

   

10,371

     

107

   

Avidity Biosciences, Inc. (a)

   

196,278

     

3,790

   

Baxter International, Inc.

   

6,853

     

530

   

Beam Therapeutics, Inc. (a) (c)

   

96,680

     

8,895

   

Becton, Dickinson & Co.

   

3,668

     

938

   

Berkeley Lights, Inc. (a) (c)

   

208,782

     

9,516

   

Better Therapeutics PIPE (a) (e) (f) (g) (k) (l) (n)

   

924,000

     

8,954

   

BioAtla, Inc. (a)

   

4,333

     

178

   

BioLife Solutions, Inc. (a)

   

166,376

     

7,803

   

Bio-Techne Corp.

   

501

     

242

   

bluebird bio, Inc. (a)

   

276,835

     

7,034

   

Blueprint Medicines Corp. (a)

   

1,100

     

97

   

Boston Scientific Corp. (a)

   

30,576

     

1,394

   

Bristol-Myers Squibb Co.

   

21,211

     

1,440

   

Butterfly Network, Inc. (a) (c)

   

998,625

     

10,725

   

Caribou Biosciences, Inc. (a) (c)

   

330,545

     

5,355

   

Celcuity, Inc. (a) (c)

   

215,997

     

4,255

   

Celldex Therapeutics, Inc. (a)

   

4,378

     

192

   

Centene Corp. (a)

   

8,104

     

556

   

Codiak Biosciences, Inc. (a) (c)

   

319,954

     

5,535

   

Crinetics Pharmaceuticals, Inc. (a)

   

343,184

     

6,170

   

CryoPort, Inc. (a)

   

195,109

     

12,042

   

Cullinan Oncology, Inc. (a)

   

81,733

     

1,874

   

CytomX Therapeutics, Inc. (a) (o)

   

511,979

     

2,770

   

Danaher Corp.

   

5,501

     

1,637

   

DermTech, Inc. (a) (c)

   

334,239

     

11,250

   

Dyne Therapeutics, Inc. (a)

   

7,312

     

132

   

Editas Medicine, Inc. (a) (c)

   

91,703

     

3,839

   

Edwards Lifesciences Corp. (a)

   

11,039

     

1,239

   

Elanco Animal Health, Inc. (a)

   

4,600

     

168

   

Eli Lilly & Co.

   

9,465

     

2,305

   

Encompass Health Corp.

   

4,968

     

414

   

Equillium, Inc. (a)

   

798,393

     

4,327

   

Exact Sciences Corp. (a)

   

1,656

     

179

   

Exagen, Inc. (a)

   

54,583

     

651

   

Fate Therapeutics, Inc. (a)

   

172,528

     

14,285

   

Generation Bio Co. (a)

   

205,921

     

4,477

   

Haemonetics Corp. (a)

   

1,848

     

112

   

Halozyme Therapeutics, Inc. (a)

   

104,364

     

4,313

   

HCA Healthcare, Inc.

   

4,197

     

1,042

   

Hologic, Inc. (a)

   

5,199

     

390

   

See notes to financial statements.

12


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Humana, Inc.

   

2,136

   

$

910

   

IGM Biosciences, Inc. (a) (c)

   

52,864

     

3,595

   

Ikena Oncology, Inc. (a) (c)

   

230,552

     

2,285

   

Illumina, Inc. (a)

   

1,522

     

755

   

ImmunoGen, Inc. (a)

   

31,156

     

175

   

Impel Neuropharma, Inc. (a) (c)

   

307,689

     

4,326

   

Inari Medical, Inc. (a)

   

1,064

     

96

   

Inhibrx, Inc. (a) (c)

   

163,387

     

4,650

   

Insulet Corp. (a)

   

1,110

     

310

   

Integra LifeSciences Holdings Corp. (a)

   

2,813

     

204

   

Intellia Therapeutics, Inc. (a)

   

107,148

     

15,199

   

Intuitive Surgical, Inc. (a)

   

829

     

822

   

Invitae Corp. (a) (c)

   

104,609

     

2,928

   

Iovance Biotherapeutics, Inc. (a)

   

859,900

     

19,150

   

iRhythm Technologies, Inc. (a)

   

3,279

     

168

   

Ironwood Pharmaceuticals, Inc. (a)

   

19,625

     

260

   

Kezar Life Sciences, Inc. (a)

   

932,470

     

4,541

   

Kinnate Biopharma, Inc. (a)

   

240,709

     

5,195

   

Kodiak Sciences, Inc. (a)

   

2,612

     

219

   

Kymera Therapeutics, Inc. (a)

   

3,864

     

233

   

Laboratory Corp. of America Holdings (a)

   

1,520

     

450

   

LHC Group, Inc. (a)

   

1,080

     

232

   

Lyell Immunopharma, Inc. (a) (c)

   

502,222

     

7,282

   

MacroGenics, Inc. (a)

   

385,462

     

9,621

   

Madrigal Pharmaceuticals, Inc. (a)

   

2,337

     

204

   

Marinus Pharmaceuticals, Inc. (a) (c)

   

382,164

     

5,618

   

Marker Therapeutics, Inc. (a)

   

2,378,629

     

4,971

   

Masimo Corp. (a)

   

435

     

118

   

Matinas BioPharma Holdings, Inc. (a) (c)

   

1,814,227

     

1,281

   

Mirati Therapeutics, Inc. (a)

   

1,318

     

211

   

Molina Healthcare, Inc. (a)

   

1,355

     

370

   

NanoString Technologies, Inc. (a)

   

2,864

     

177

   

NeoGenomics, Inc. (a) (k)

   

170,162

     

7,844

   

Nurix Therapeutics, Inc. (a)

   

7,791

     

240

   

Nuvalent, Inc. (a)

   

255,850

     

4,669

   

NuVasive, Inc. (a)

   

1,142

     

73

   

Nuvation Bio, Inc. (a) (c)

   

494,487

     

4,272

   

Omega Therapeutics, Inc. (a)

   

255,850

     

4,094

   

ORIC Pharmaceuticals, Inc. (a)

   

308,357

     

5,134

   

Owens & Minor, Inc.

   

5,537

     

256

   

Oyster Point Pharma, Inc. (a) (c)

   

5,158

     

74

   

Pfizer, Inc.

   

53,854

     

2,305

   

PhaseBio Pharmaceuticals, Inc. (a) (c)

   

43,735

     

154

   

PMV Pharmaceuticals, Inc. (a) (c)

   

132,175

     

4,495

   

Point Biopharma Global, Inc. (a) (c)

   

1,908

     

16

   

Protagonist Therapeutics, Inc. (a)

   

155,450

     

7,684

   

Quanterix Corp. (a)

   

167,777

     

8,917

   

Quidel Corp. (a)

   

1,477

     

209

   

Radius Health, Inc. (a)

   

3,086

     

47

   

Rain Therapeutics, Inc. (a) (c)

   

282,600

     

4,705

   

See notes to financial statements.

13


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Regulus Therapeutics, Inc. (a) (c) (m)

   

6,270,099

   

$

4,414

   

Replimune Group, Inc. (a)

   

146,256

     

4,787

   

Revance Therapeutics, Inc. (a)

   

6,143

     

179

   

REVOLUTION Medicines, Inc. (a)

   

2,141

     

61

   

Rubius Therapeutics, Inc. (a)

   

261,639

     

5,623

   

Sage Therapeutics, Inc. (a)

   

2,221

     

97

   

Scholar Rock Holding Corp. (a)

   

110,272

     

3,446

   

Science 37, Inc. PIPE (a) (e) (f) (g) (k) (l) (n)

   

621,680

     

5,862

   

Seagen, Inc. (a)

   

3,334

     

511

   

Shattuck Labs, Inc. (a) (c)

   

240,697

     

5,305

   

Silverback Therapeutics, Inc. (a) (c)

   

70,072

     

2,122

   

Singular Genomics Systems, Inc. (a)

   

448,824

     

8,101

   

SpringWorks Therapeutics, Inc. (a)

   

176,083

     

15,090

   

Stoke Therapeutics, Inc. (a)

   

71,685

     

2,052

   

Surface Oncology, Inc. (a) (c)

   

828,726

     

4,981

   

Sutro Biopharma, Inc. (a)

   

220,577

     

3,756

   

Syneos Health, Inc. (a)

   

7,836

     

703

   

Teleflex, Inc.

   

1,452

     

577

   

Thermo Fisher Scientific, Inc.

   

906

     

489

   

Twist Bioscience Corp. (a)

   

47,234

     

5,812

   

UnitedHealth Group, Inc.

   

8,788

     

3,623

   

Veeva Systems, Inc. Class A (a)

   

36,833

     

12,255

   

Veracyte, Inc. (a)

   

1,900

     

85

   

Verve Therapeutics, Inc. (a)

   

3,713

     

221

   

VistaGen Therapeutics, Inc. (a) (c)

   

1,188,841

     

3,162

   

Zoetis, Inc.

   

4,801

     

973

   
     

445,489

   

Information Technology (48.0%):

 

908 Devices, Inc. (a)

   

78,089

     

2,440

   

Adobe, Inc. (a)

   

8,740

     

5,433

   

Advanced Micro Devices, Inc. (a)

   

184,615

     

19,604

   

Ambarella, Inc. (a)

   

146,250

     

14,404

   

Applied Materials, Inc.

   

141,507

     

19,801

   

Arista Networks, Inc. (a)

   

14,430

     

5,489

   

Avalara, Inc. (a)

   

33,701

     

5,634

   

Avaya Holdings Corp. (a)

   

608,478

     

14,737

   

Ceridian HCM Holding, Inc. (a)

   

36,408

     

3,582

   

Cognizant Technology Solutions Corp. Class A

   

15,480

     

1,138

   

Corning, Inc.

   

154,292

     

6,459

   

Coupa Software, Inc. (a)

   

43,257

     

9,387

   

DocuSign, Inc. (a)

   

88,991

     

26,523

   

Dolby Laboratories, Inc. Class A

   

175,250

     

17,017

   

Domo, Inc. Class B (a)

   

220,539

     

19,480

   

Dropbox, Inc. Class A (a)

   

503,291

     

15,849

   

F5 Networks, Inc. (a)

   

19,586

     

4,045

   

Fair Isaac Corp. (a)

   

25,659

     

13,443

   

FleetCor Technologies, Inc. (a)

   

26,523

     

6,849

   

Genpact Ltd.

   

183,908

     

9,160

   

Global Payments, Inc.

   

84,354

     

16,315

   

GoDaddy, Inc. Class A (a)

   

191,815

     

16,084

   

See notes to financial statements.

14


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Guidewire Software, Inc. (a)

   

54,496

   

$

6,278

   

Ichor Holdings Ltd. (a)

   

333,133

     

17,180

   

Impinj, Inc. (a)

   

71,911

     

3,308

   

KLA Corp.

   

30,100

     

10,480

   

Lam Research Corp.

   

61,214

     

39,018

   

Lattice Semiconductor Corp. (a)

   

558,580

     

31,699

   

Lumentum Holdings, Inc. (a)

   

19,312

     

1,622

   

MACOM Technology Solutions Holdings, Inc. (a)

   

494,147

     

30,499

   

Marvell Technology, Inc.

   

691,506

     

41,843

   

Micron Technology, Inc. (a)

   

108,848

     

8,444

   

Microsoft Corp. (o)

   

418,194

     

119,148

   

MKS Instruments, Inc.

   

133,641

     

20,907

   

Monolithic Power Systems, Inc.

   

36,010

     

16,178

   

NVIDIA Corp.

   

145,868

     

28,443

   

Paycom Software, Inc. (a)

   

47,623

     

19,049

   

PayPal Holdings, Inc. (a)

   

119,712

     

32,984

   

Rapid7, Inc. (a)

   

40,335

     

4,588

   

RingCentral, Inc. Class A (a)

   

234,236

     

62,604

   

salesforce.com, Inc. (a)

   

77,980

     

18,866

   

SentinelOne, Inc. Class A (a)

   

29,206

     

1,440

   

ServiceNow, Inc. (a) (o)

   

55,726

     

32,761

   

SiTime Corp. (a)

   

116,066

     

15,743

   

Skyworks Solutions, Inc.

   

28,859

     

5,325

   

Snowflake, Inc. Class A (a)

   

9,840

     

2,615

   

Square, Inc. Class A (a)

   

23,564

     

5,826

   

Teradyne, Inc.

   

41,581

     

5,281

   

Texas Instruments, Inc.

   

25,147

     

4,793

   

Twilio, Inc. Class A (a)

   

113,846

     

42,532

   

Uipath, Inc. Class A (a) (c)

   

10,859

     

679

   

Varonis Systems, Inc. (a)

   

515,293

     

31,536

   

Visa, Inc. Class A

   

134,982

     

33,258

   

WEX, Inc. (a)

   

27,134

     

5,148

   

Workday, Inc. Class A (a)

   

47,763

     

11,196

   

Zendesk, Inc. (a)

   

93,211

     

12,167

   
     

976,311

   

Materials (0.2%):

 

Kronos Bio, Inc. (a) (c)

   

174,090

     

3,560

   
     

1,783,085

   

Total Common Stocks (Cost $1,133,249)

   

1,962,128

   

Rights (0.0%)

 

United States (0.0%):

 

Health Care (0.0%):

 

Contra Clementia Pharmaceuticals (a) (e) (h)

   

14,251

     

   

Total Rights (Cost $19)

   

   

See notes to financial statements.

15


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Warrants (0.0%) (b)

 

United States (0.0%):

 

Health Care (0.0%):

 

Nuvation Bio, Inc.

   

172,941

   

$

384

   

Regulus Therapeutics, Inc. PIPE (a) (e) (f) (k)

   

4,702,574

     

(i)

 
     

384

   

Total Warrants (Cost $588)

   

384

   

Collateral for Securities Loaned^ (4.0%)

 

United States (4.0%):

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

14,021,283

     

14,021

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

17,982,031

     

17,982

   

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

   

48,691,901

     

48,692

   

Total Collateral for Securities Loaned (Cost $80,695)

   

80,695

   

Total Investments (Cost $1,214,551) — 100.5%

   

2,043,207

   

Liabilities in excess of other assets — (0.5)%

   

(10,485

)

 

NET ASSETS — 100.00%

 

$

2,032,722

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(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 July 31, 2021, the fair value of these securities was $6,353 (thousands) and amounted to 0.3% of net assets.

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of July 31, 2021, illiquid securities were 1.1% of net assets.

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.7% of net assets as of July 31, 2021. (See Note 2 in the Notes to Financial Statements).

(g)  This security is held in connection with special purpose acquisition company transactions.

(h)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of net assets as of July 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements).

(i)  Rounds to less than $1 thousand.

(j)  Rate disclosed is the daily yield on July 31, 2021.

(k)  Restricted security that is not registered under the Securities Act of 1933.

See notes to financial statements.

16


USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(l)  The following table details the acquisition date and cost of the Fund's restricted securities at July 31, 2021 (amount in thousand):

Security Name

 

Acquisition Date

 

Cost

 

Science 37, Inc.

 

7/29/2021

 

$

6,217

   

Better Therapeutics

 

7/29/2021

   

9,240

   

(m)  Affiliated security.

(n)  Security or portion of security purchased on a forward settlement basis.

(o)  All or a portion of this security has been segregated as collateral for securities purchases on a forward settlement basis.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PIPE — Private Investment in Public Equity

PLC — Public Limited Company

See notes to financial statements.

17


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Science &
Technology Fund
 

Assets:

 

Affiliated investments, at value (Cost $3,900)

 

$

4,414

   

Unaffiliated investments, at value (Cost $1,210,651)

   

2,038,793

(a)

 

Cash

   

74,038

   

Receivables:

 

Interest and dividends

   

194

   

Capital shares issued

   

224

   

Investments sold

   

28,352

   

From custodian

   

28

   

Reclaims

   

7

   

From Adviser

   

1

   

Prepaid expenses

   

45

   

Total Assets

   

2,146,096

   

Liabilities:

 

Payables:

 

Foreign currency, at value (Cost $25)

   

25

   

Collateral received on loaned securities

   

80,695

   

Investments purchased

   

14,684

   

Investments purchased-PIPE settlements

   

15,457

   

Capital shares redeemed

   

779

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,237

   

Administration fees

   

262

   

Custodian fees

   

25

   

Transfer agent fees

   

113

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

12

   

Other accrued expenses

   

83

   

Total Liabilities

   

113,374

   

Net Assets:

 

Capital

   

979,437

   

Total accumulated earnings/(loss)

   

1,053,285

   

Net Assets

 

$

2,032,722

   

Net Assets

 

Fund Shares

 

$

1,923,477

   

Class A

   

109,245

   

Total

 

$

2,032,722

   

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

 

Fund Shares

   

52,447

   

Class A

   

3,127

   

Total

   

55,574

   

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

 

Fund Shares

 

$

36.68

   
Class A    

34.93

   

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
 

$

37.06

   

(a)  Includes $74,454 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.


18


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)

    USAA Science &
Technology Fund
 

Investment Income:

 

Dividends from unaffiliated investments

 

$

3,850

   

Interest

   

44

   

Securities lending (net of fees)

   

683

   

Foreign tax withholding

   

(102

)

 

Total Income

   

4,475

   

Expenses:

 

Investment advisory fees

   

14,531

   

Administration fees — Fund Shares

   

2,755

   

Administration fees — Class A

   

159

   

Sub-Administration fees

   

40

   
12b-1 fees — Class A    

265

   

Custodian fees

   

132

   

Transfer agent fees — Fund Shares

   

1,257

   

Transfer agent fees — Class A

   

106

   

Trustees' fees

   

59

   

Compliance fees

   

12

   

Legal and audit fees

   

78

   

State registration and filing fees

   

72

   

Interfund lending fees

   

(a)

 

Other expenses

   

187

   

Total Expenses

   

19,653

   

Net Investment Income (Loss)

   

(15,178

)

 

Realized/Unrealized Gains (Losses) from Investments:

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

319,204

   
Net change in unrealized appreciation/depreciation on affiliated
investment securities
   

514

   
Net change in unrealized appreciation/depreciation on unaffiliated investment
securities and foreign currency transactions
   

233,932

   

Net realized/unrealized gains (losses) on investments

   

553,650

   

Change in net assets resulting from operations

 

$

538,472

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

19


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Science & Technology Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(15,178

)

 

$

(9,680

)

 

Net realized gains (losses) from investments

   

319,204

     

60,290

   
Net change in unrealized appreciation/depreciation on
investments
   

234,446

     

343,518

   

Change in net assets resulting from operations

   

538,472

     

394,128

   

Distributions to Shareholders:

 

Fund Shares

   

(99,547

)

   

(301,846

)

 

Class A

   

(6,058

)

   

(22,502

)

 

Change in net assets resulting from distributions to shareholders

   

(105,605

)

   

(324,348

)

 

Change in net assets resulting from capital transactions

   

(53,180

)

   

94,526

   

Change in net assets

   

379,687

     

164,306

   

Net Assets:

 

Beginning of period

   

1,653,035

     

1,488,729

   

End of period

 

$

2,032,722

   

$

1,653,035

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

175,554

   

$

135,503

   

Distributions reinvested

   

98,069

     

296,794

   

Cost of shares redeemed

   

(318,929

)

   

(326,335

)

 

Total Fund Shares

 

$

(45,306

)

 

$

105,962

   

Class A

 

Proceeds from shares issued

 

$

6,285

   

$

8,302

   

Distributions reinvested

   

5,892

     

21,872

   

Cost of shares redeemed

   

(20,051

)

   

(41,610

)

 

Total Class A

 

$

(7,874

)

 

$

(11,436

)

 

Change in net assets resulting from capital transactions

 

$

(53,180

)

 

$

94,526

   

Share Transactions:

 

Fund Shares

 

Issued

   

4,999

     

5,609

   

Reinvested

   

2,803

     

12,870

   

Redeemed

   

(9,252

)

   

(13,323

)

 

Total Fund Shares

   

(1,450

)

   

5,156

   

Class A

 

Issued

   

193

     

357

   

Reinvested

   

176

     

989

   

Redeemed

   

(628

)

   

(1,766

)

 

Total Class A

   

(259

)

   

(420

)

 

Change in Shares

   

(1,709

)

   

4,736

   

See notes to financial statements.

20


This page is intentionally left blank.


21


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Science & Technology Fund

 

Fund Shares

 
Year Ended
July 31, 2021
 

$

28.93

     

(0.26

)(b)

   

9.92

     

9.66

     

(1.91

)

   

(1.91

)

 

$

36.68

     

33.71

%

 

July 31, 2020

 

$

28.39

     

(0.17

)(b)

   

7.26

     

7.09

     

(6.55

)

   

(6.55

)

 

$

28.93

     

30.85

%

 

July 31, 2019

 

$

29.19

     

0.01

     

2.83

     

2.84

     

(3.64

)

   

(3.64

)

 

$

28.39

     

12.79

%

 

July 31, 2018

 

$

26.89

     

(e)

   

4.50

     

4.50

     

(2.20

)

   

(2.20

)

 

$

29.19

     

17.55

%

 

July 31, 2017

 

$

22.03

     

0.05

     

5.68

     

5.73

     

(0.87

)

   

(0.87

)

 

$

26.89

     

27.05

%

 

Class A

 
Year Ended
July 31, 2021
 

$

27.71

     

(0.35

)(b)

   

9.48

     

9.13

     

(1.91

)

   

(1.91

)

 

$

34.93

     

33.27

%

 

July 31, 2020

 

$

27.53

     

(0.23

)(b)

   

6.96

     

6.73

     

(6.55

)

   

(6.55

)

 

$

27.71

     

30.47

%

 

July 31, 2019

 

$

28.49

     

(0.07

)

   

2.75

     

2.68

     

(3.64

)

   

(3.64

)

 

$

27.53

     

12.52

%

 

July 31, 2018

 

$

26.36

     

(0.08

)

   

4.41

     

4.33

     

(2.20

)

   

(2.20

)

 

$

28.49

     

17.24

%

 

July 31, 2017

 

$

21.67

     

(0.02

)

   

5.58

     

5.56

     

(0.87

)

   

(0.87

)

 

$

26.36

     

26.71

%

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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 the classes of shares issued.

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

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

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

(e)  Amount is less than $0.005 per share.

(f)  Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.35% of the Class A average daily net assets.

(g)  Prior to December 1, 2017, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.35% of the Class A average daily net assets.

(h)  Prior to December 1, 2016, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.40% of the Class A average daily net assets.

See notes to financial statements.


22


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

 

Ratios to Average Net Assets

 

Supplemental Data

 
    Net
Expenses**^
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net
Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)
 

USAA Science & Technology Fund

 

Fund Shares

 
Year Ended
July 31, 2021
   

0.99

%

   

(0.76

)%

   

0.99

%

 

$

1,923,477

     

43

%

 

July 31, 2020

   

1.04

%

   

(0.66

)%

   

1.04

%

 

$

1,559,222

     

44

%

 

July 31, 2019

   

1.02

%(c)

   

(0.39

)%

   

1.02

%(c)

 

$

1,383,956

     

109

%(d)

 

July 31, 2018

   

1.04

%(c)

   

(0.31

)%

   

1.04

%(c)

 

$

1,328,080

     

56

%

 

July 31, 2017

   

1.14

%(c)

   

(0.28

)%

   

1.14

%(c)

 

$

1,137,256

     

75

%

 

Class A

 
Year Ended
July 31, 2021
   

1.30

%

   

(1.07

)%

   

1.30

%

 

$

109,245

     

43

%

 

July 31, 2020

   

1.33

%

   

(0.94

)%

   

1.33

%

 

$

93,813

     

44

%

 

July 31, 2019

   

1.29

%(c)(f)

   

(0.65

)%

   

1.29

%(c)

 

$

104,773

     

109

%(d)

 

July 31, 2018

   

1.31

%(c)(g)

   

(0.57

)%

   

1.31

%(c)

 

$

115,229

     

56

%

 

July 31, 2017

   

1.41

%(c)(h)

   

(0.55

)%

   

1.42

%(c)

 

$

115,559

     

75

%

 

See notes to financial statements.


23


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Science & Technology Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Class A. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs"), Private Investments in Public Equities, 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 July 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,896,020

   

$

66,108

   

$

   

$

1,962,128

   

Rights

   

     

     

     

   

Warrants

   

384

     

(a)

   

     

384

   

Collateral for Securities Loaned

   

80,695

     

     

     

80,695

   

Total

 

$

1,977,099

   

$

66,108

   

$

   

$

2,043,207

   

(a) Rounds to less than $1 thousand.

As of July 31, 2021, there were no significant Level 3 holdings in the fair value hierarchy. For the year ended July 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.

Special Purpose Acquisition Companies ("SPAC"):

The Fund may invest in stock, warrants and other securities of special purpose acquisition companies ("SPACs"). A SPAC typically is a publicly traded company that raises funds through an initial public offering ("IPO") for the purpose of acquiring or merging with another company to be identified subsequent to the SPAC's IPO. If the Fund purchases shares of a SPAC in an IPO it generally will bear a sales commission, which may be significant. The securities of a SPAC are often issued in "units" that include one share of common stock and one right or warrant (or partial right or warrant) conveying the right to purchase


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

additional shares or partial shares. Unless and until a transaction is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market funds and similar investments whose returns or yields may be significantly lower than those of the Fund's other investments. If an acquisition or merger that meets the requirements for the SPAC is not completed within a pre-established period of time, the invested funds are returned to the SPAC's shareholders, less certain permitted expenses, and any rights or warrants issued by the SPAC will expire worthless.

Private Investments in Public Equities:

The Fund may acquire common stock or a security convertible into common stock, such as a warrant or convertible preferred stock, directly from an issuer seeking to raise capital in a private placement pursuant to Regulation D under the 1933 Act. These transactions are commonly referred to as a private placement in a publicly-held company, or "PIPE." The issuer's common stock is usually publicly traded on a U.S. securities exchange or in the over-the-counter market, but the securities acquired will be subject to restrictions on resale imposed by U.S. securities laws absent an effective registration statement. In recognition of the illiquid nature of the securities being acquired, the purchase price paid in a PIPE transaction (or the conversion price of the convertible securities being acquired) will typically be fixed at a discount to the prevailing market price of the issuer's common stock at the time of the transaction. As part of a PIPE transaction, the issuer usually will be contractually obligated to seek to register, within an agreed upon period of time for public resale under the U.S. securities laws, the common stock or the shares of common stock issuable upon conversion of the convertible securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, including through a SPAC, typically at a discount to the market price of the issuer's securities. If the issuer fails to so register the shares within that period, the buyer may be entitled to additional consideration from the issuer (e.g. warrants to acquire additional shares of common stock), but the buyer may not be able to sell its shares unless and until the registration process is successfully completed. Thus PIPE transactions present certain risks not associated with open market purchases of equities.

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


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

74,472

(a)

 

$

   

$

80,695

   

(a) Includes $18 thousand of securities on loan that were sold prior to July 31, 2021.

Foreign Currency Translations:

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


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

Federal Income Taxes:

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

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

Allocations:

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

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 July 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

828,244

   

$

1,059,719

   

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 July 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,


28


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

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

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 100 to 400      

+/- 4

   
  +/- 401 to 700      

+/- 5

   
  +/- 701 and greater      

+/- 6

   

(a)  Based on the difference between the 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 Science & Technology Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance adjustments were $(35) and $(6) for Fund Shares and Class A, in thousands, respectively. Performance adjustments were less than (0.01)% and less than (0.01)% for Fund 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 has entered into a Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management"), under which Wellington directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares and Class A, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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


29


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for the 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended July 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 July 31, 2021, the Distributor received $2 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 July 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


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 1.06% and 1.34% for Fund 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 (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 July 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 July 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.

Sector Risk — A mutual fund portfolio consisting of investments related to the fields of science and technology is likely to be more volatile than a portfolio that is more widely diversified in other economic sectors. There is a possibility that the Fund's investments in companies whose values are highly dependent on scientific and technological developments may be more volatile because of the short life cycles and competitive pressures of many of the products or services of these companies. Because of the competitiveness and rapid changes in the fields of science and technology, many of the companies in the Fund's portfolio are subject to distinctive risks. The products and services of these companies may not be economically successful or may quickly become outdated. Additionally, many of these companies must comply with significant governmental regulations and may need governmental approval of their products and services.

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

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

Private Investments in Public Equities Risk — The risks associated with PIPE transactions that the Fund invests is that the issuer may be unable to register the shares for public resale in a timely manner or at all, in which case the shares may be sold only in a privately negotiated transaction, typically at a price less than that paid, assuming a suitable buyer can be found. Disposing of the securities may involve time-consuming negotiation and legal expenses, and selling them promptly at an acceptable


31


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

price may be difficult or impossible. Even if the shares are registered for public resale, the market for the issuer's securities may nevertheless be "thin" or illiquid, making the sale of securities at desired prices or in desired quantities difficult or impossible. While private placements may offer attractive opportunities not otherwise available in the open market, the securities purchased are usually "restricted securities" or are "not readily marketable." Restricted securities cannot be sold without being registered under the 1933 Act, unless they are sold pursuant to an exemption from registration (such as Rules 144 or 144A under the 1933 Act). Securities that are not readily marketable are subject to other legal or contractual restrictions on resale.

Special Purpose Acquisition Company Risk — An investment in a SPAC is subject to a variety of risks, including that (1) a portion of the monies raised by the SPAC for the purpose of effecting an acquisition or merger may be expended prior to the transaction for payment of taxes and other expenses; (2) the Fund generally will not receive significant income from its investments in SPACs (both prior to and after any acquisition or merger) and, therefore, the Fund's investments in SPACs will not significantly contribute to the Fund's distributions to shareholders; (3) an attractive acquisition or merger target may not be identified at all or a proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders and/or antitrust and securities regulators; (4) the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be redeemed by the SPAC at an unfavorable price; (5) the Fund may be subject to opportunity costs to the extent that alternative investments would have produced higher returns; (6) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (7) while a SPAC is seeking a transaction target, its stock may be thinly traded and/or illiquid and there can be no assurance that a market will develop, leaving the Fund unable to sell its interest in a SPAC or to sell its interest only at a price below what the Fund believes is the SPAC interest's intrinsic value, (8) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; and (9) the values of investments in SPACs may be highly volatile and may depreciate significantly over time. The proceeds of a SPAC IPO that are placed in trust are subject to risks, including the risk of insolvency of the custodian of the funds, fraud by the trustee, interest rate risk and credit and liquidity risk relating to the securities and money market funds in which the proceeds are invested.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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


32


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

1,973

     

2

     

0.60

%

 

$

2,091

   

*  For the year ended July 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 July 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

 

$

(10,367

)

 

$

10,367

   

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 July 31, 2021

 

Year Ended July 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
 
       

$

9,229

   

$

96,376

   

$

105,605

   

$

5,194

   

$

319,154

   

$

324,348

   


33


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

As of July 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)
 
$

31,811

   

$

198,762

   

$

230,573

   

$

822,712

   

$

1,053,285

   

*  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 July 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.

As of July 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)
 
$

1,220,495

   

$

894,843

   

$

(72,131

)

 

$

822,712

   

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 July 31, 2021 were as follows:

    Fair Value
7/31/2020
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
7/31/2021
  Dividend
Income
 

Regulus Therapeutics, Inc.

 

$

   

$

3,900

   

$

   

$

   

$

   

$

514

   

$

4,414

   

$

   


34


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Science & Technology Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Science & Technology Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


35


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 

36


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 

37


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.

38


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 

39


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.

40


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


41


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,031.80

   

$

1,019.98

   

$

4.89

   

$

4.86

     

0.97

%

 

Class A

   

1,000.00

     

1,029.80

     

1,018.45

     

6.44

     

6.41

     

1.28

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

42


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 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
 
  4

%

   

8

%

 

$

10,692

   

$

105,166

   


43


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.

44


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

31712-0921


JULY 31, 2021

Annual Report

USAA Small Cap Stock 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 Capital 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

    23    

Statement of Operations

    24    

Statements of Changes in Net Assets

    25    

Financial Highlights

    26    

Notes to Financial Statements

   

28

   
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 Examples

   

45

   

Additional Federal Income Tax Information

   

46

   

Liquidity Risk Management Program

    47    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Small Cap Stock Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.


4


USAA Mutual Funds Trust

USAA Small Cap Stock Fund (continued)

Managers' Commentary (continued)

•  How did the USAA Small Cap Stock Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. For the reporting period ended July 31, 2021, the Fund Shares and Institutional Shares had total returns of 55.25% and 55.30%, respectively. This compares to returns of 51.97% for the Russell 2000® Index (the "Index"), 56.95% for the S&P SmallCap 600® Index, and 54.08% for the Lipper Small-Cap Core 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. Wellington Management Company LLP* and Granahan Investment Management, Inc., are external subadvisers to the Fund, while Munder Capital Management, RS Investments Value, and THB Asset Management* are VCM investment franchises that each manage portions of the Fund. Primary responsibility for the day-to-day discretionary management of the Fund lies with the subadvisers and the investment franchises.

•  What strategies did you employ during the reporting period?

For the reporting period ended July 31, 2021, the Fund outperformed the Index as stock selection and sector allocation both contributed to performance versus the Russell 2000 Index. In terms of allocation, the Fund's underweight exposure to health care and utilities helped performance. On the other hand, the Fund's overweight position in consumer discretionary as well as information technology detracted from Fund performance.

Stock selection within the health care, information technology, and consumer discretionary sectors contributed to fund performance, whereas it was a detractor in energy and consumer staples.

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

*Effective March 19, 2021, Wellington no longer manages the Fund and TBH was added as a Victory Capital Management investment franchise on the Fund.


5


USAA Mutual Funds Trust

USAA Small Cap Stock Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

 

Institutional Shares

             

INCEPTION DATE

 

8/2/99

 

8/1/08

             
   

Net Asset Value

 

Net Asset Value

 

Russell 2000 Index1

 

S&P SmallCap 600 Index2

  Lipper Small-Cap
Core Funds
Index3
 

One Year

   

55.25

%

   

55.30

%

   

51.97

%

   

56.95

%

   

54.08

%

 

Five Year

   

14.86

%

   

14.97

%

   

14.28

%

   

14.13

%

   

13.24

%

 

Ten Year

   

12.04

%

   

12.25

%

   

12.34

%

   

13.59

%

   

11.60

%

 

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 Small Cap Stock Fund — Growth of $10,000

1 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. 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 S&P SmallCap 600® Index is a market-value-weighted index consisting of 600 domestic stocks chosen for market size, liquidity, and industry group representation. 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 Lipper Small-Cap Core Funds Index tracks the total return performance of funds within the Lipper Small-Cap Core Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

Kornit Digital Ltd.

   

1.0

%

 

Stifel Financial Corp.

   

0.9

%

 

Digital Turbine, Inc.

   

0.9

%

 

Veracyte, Inc.

   

0.8

%

 

Magnite, Inc.

   

0.7

%

 

Enphase Energy, Inc.

   

0.6

%

 

Chart Industries, Inc.

   

0.6

%

 

Perficient, Inc.

   

0.6

%

 

Vericel Corp.

   

0.6

%

 

EMCOR Group, Inc.

   

0.6

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Small Cap Stock Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (98.9%)

 

Communication Services (2.0%):

 

Chicken Soup For The Soul Entertainment, Inc. (a)

   

75,161

   

$

2,696

   

Cinemark Holdings, Inc. (a) (b)

   

87,700

     

1,361

   

Genius Sports Ltd. (a)

   

33,024

     

565

   

Gray Television, Inc.

   

207,423

     

4,599

   

IAC/InterActiveCorp. (a)

   

2,180

     

299

   

Iridium Communications, Inc. (a)

   

36,794

     

1,554

   

Lions Gate Entertainment Corp. Class B (a)

   

82,700

     

1,105

   

Madison Square Garden Entertainment Corp. (a)

   

9,114

     

638

   

Madison Square Garden Sports Corp. (a)

   

4,270

     

695

   

Meredith Corp. (a)

   

39,865

     

1,740

   

Motorsport Games, Inc. Class A (a)

   

20,685

     

248

   

TechTarget, Inc. (a)

   

44,698

     

3,266

   

TEGNA, Inc.

   

183,890

     

3,258

   

The Marcus Corp. (a) (b)

   

51,410

     

826

   

Vimeo, Inc. (a)

   

3,458

     

155

   

Vonage Holdings Corp. (a)

   

385,774

     

5,501

   

World Wrestling Entertainment, Inc. Class A (b)

   

14,370

     

710

   
     

29,216

   

Consumer Discretionary (12.3%):

 

Abercrombie & Fitch Co. (a)

   

32,400

     

1,225

   

Academy Sports & Outdoors, Inc. (a)

   

51,708

     

1,916

   

Adtalem Global Education, Inc. (a)

   

74,963

     

2,724

   

American Axle & Manufacturing Holdings, Inc. (a)

   

107,000

     

1,037

   

Asbury Automotive Group, Inc. (a)

   

21,692

     

4,456

   

Bed Bath & Beyond, Inc. (a)

   

67,629

     

1,930

   

Big Lots, Inc.

   

44,364

     

2,555

   

BJ's Restaurants, Inc. (a)

   

38,201

     

1,550

   

Bloomin' Brands, Inc. (a)

   

73,200

     

1,840

   

Bright Horizons Family Solutions, Inc. (a)

   

15,752

     

2,355

   

Brinker International, Inc. (a)

   

30,310

     

1,647

   

Brunswick Corp.

   

30,995

     

3,236

   

Burlington Stores, Inc. (a)

   

6,453

     

2,160

   

Callaway Golf Co. (a)

   

221,962

     

7,031

   

Carter's, Inc.

   

22,180

     

2,168

   

Cavco Industries, Inc. (a)

   

22,831

     

5,365

   

Century Communities, Inc.

   

44,518

     

3,092

   

Chegg, Inc. (a)

   

25,812

     

2,288

   

Cracker Barrel Old Country Store, Inc.

   

8,069

     

1,099

   

Cricut, Inc. Class A (a) (b)

   

80,635

     

2,752

   

Dana, Inc.

   

234,350

     

5,661

   

Etsy, Inc. (a)

   

11,164

     

2,049

   

F45 Training Holdings, Inc. (a) (b)

   

92,459

     

1,363

   

Five Below, Inc. (a)

   

12,658

     

2,461

   

Fox Factory Holding Corp. (a)

   

20,175

     

3,260

   

Gentherm, Inc. (a)

   

17,827

     

1,478

   

G-III Apparel Group Ltd. (a)

   

39,484

     

1,179

   

Green Brick Partners, Inc. (a)

   

61,000

     

1,529

   

See notes to financial statements.


8


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Group 1 Automotive, Inc.

   

31,584

   

$

5,488

   

Guess?, Inc.

   

50,749

     

1,133

   

Hibbett, Inc.

   

34,278

     

3,040

   

Installed Building Products, Inc.

   

35,745

     

4,288

   

Jack in the Box, Inc.

   

36,051

     

3,924

   

Johnson Outdoors, Inc. Class A

   

8,700

     

1,030

   

KB Home

   

70,681

     

3,000

   

Legacy Housing Corp. (a)

   

59,017

     

1,041

   

Levi Strauss & Co. Class A

   

83,375

     

2,294

   

Liquidity Services, Inc. (a)

   

11,676

     

232

   

Lithia Motors, Inc. Class A

   

9,303

     

3,510

   

Macy's, Inc. (a)

   

78,173

     

1,329

   

Magnite, Inc. (a)

   

323,375

     

9,797

   

MarineMax, Inc. (a)

   

37,054

     

1,993

   

Marriott Vacations Worldwide Corp. (a)

   

12,300

     

1,813

   

Meritage Homes Corp. (a)

   

39,890

     

4,332

   

Movado Group, Inc. (b)

   

61,532

     

1,850

   

Murphy USA, Inc.

   

17,342

     

2,558

   

Nautilus, Inc. (a) (b)

   

183,021

     

2,645

   

Nordstrom, Inc. (a)

   

64,249

     

2,127

   

Overstock.com, Inc. (a)

   

10,951

     

763

   

Penske Automotive Group, Inc.

   

9,540

     

845

   

Polaris, Inc.

   

17,061

     

2,236

   

Porch Group, Inc. (a)

   

175,964

     

3,260

   

Purple Innovation, Inc. (a)

   

14,856

     

391

   

Red Robin Gourmet Burgers, Inc. (a)

   

130,720

     

3,428

   

Sally Beauty Holdings, Inc. (a)

   

114,973

     

2,175

   

Signet Jewelers Ltd.

   

27,260

     

1,754

   

Skyline Champion Corp. (a)

   

58,495

     

3,299

   

Sonos, Inc. (a)

   

28,027

     

936

   

Steven Madden Ltd.

   

116,816

     

5,120

   

Taylor Morrison Home Corp. (a)

   

158,909

     

4,262

   

The Aaron's Co., Inc.

   

39,737

     

1,147

   

The Goodyear Tire & Rubber Co. (a)

   

148,109

     

2,327

   

The ODP Corp. (a)

   

21,114

     

999

   

ThredUp, Inc. Class A (a) (b)

   

56,731

     

1,354

   

Torrid Holdings, Inc. (a)

   

110,961

     

2,591

   

Tri Pointe Homes, Inc. (a)

   

319,928

     

7,717

   

Visteon Corp. (a)

   

10,097

     

1,152

   

Winnebago Industries, Inc.

   

25,217

     

1,812

   

Wolverine World Wide, Inc.

   

78,910

     

2,647

   

WW International, Inc. (a)

   

80,234

     

2,466

   
     

181,511

   

Consumer Staples (1.8%):

 

Albertsons Cos., Inc. Class A (b)

   

55,076

     

1,190

   

Coty, Inc. Class A (a)

   

201,155

     

1,755

   

Darling Ingredients, Inc. (a)

   

11,367

     

785

   

Edgewell Personal Care Co.

   

71,613

     

2,942

   

Herbalife Nutrition Ltd. (a)

   

17,500

     

891

   

Hostess Brands, Inc. (a)

   

247,022

     

3,974

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Lifemd, Inc. (a) (b)

   

95,987

   

$

942

   

Performance Food Group Co. (a)

   

96,607

     

4,427

   

Sanderson Farms, Inc.

   

6,400

     

1,196

   

The Beauty Health Co. (a) (b)

   

25,508

     

448

   

The Chefs' Warehouse, Inc. (a) (b)

   

124,861

     

3,610

   

The Simply Good Foods Co. (a)

   

44,925

     

1,684

   

Universal Corp.

   

46,322

     

2,416

   
     

26,260

   

Energy (3.6%):

 

Antero Resources Corp. (a)

   

264,362

     

3,595

   

Cactus, Inc. Class A

   

46,300

     

1,669

   

California Resources Corp. (a)

   

62,200

     

1,748

   

Chesapeake Energy Corp.

   

36,146

     

1,954

   

Clean Energy Fuels Corp. (a) (b)

   

541,400

     

4,066

   

CNX Resources Corp. (a)

   

108,191

     

1,309

   

CVR Energy, Inc.

   

93,542

     

1,278

   

Delek U.S. Holdings, Inc.

   

67,109

     

1,166

   

Frank's International NV (a)

   

726,492

     

1,997

   

Green Plains, Inc. (a)

   

79,700

     

2,818

   

Laredo Petroleum, Inc. (a) (b)

   

15,550

     

856

   

Magnolia Oil & Gas Corp. Class A (a)

   

229,605

     

3,215

   

National Energy Services Reunited Corp. (a)

   

50,350

     

650

   

Ovintiv, Inc.

   

203,296

     

5,216

   

PDC Energy, Inc.

   

154,798

     

6,123

   

Renewable Energy Group, Inc. (a)

   

79,798

     

4,888

   

REX American Resources Corp. (a)

   

7,013

     

575

   

RPC, Inc. (a)

   

1,090,087

     

4,578

   

Scorpio Tankers, Inc.

   

4,340

     

71

   

Talos Energy, Inc. (a)

   

105,942

     

1,223

   

Whiting Petroleum Corp. (a)

   

55,700

     

2,612

   

World Fuel Services Corp.

   

55,811

     

1,923

   
     

53,530

   

Financials (15.8%):

 

1st Source Corp.

   

52,541

     

2,406

   

Alleghany Corp. (a)

   

1,980

     

1,313

   

American Business Bank (a)

   

21,915

     

817

   

American Equity Investment Life Holding Co.

   

60,823

     

1,952

   

Ameris Bancorp

   

90,555

     

4,402

   

Apollo Commercial Real Estate Finance, Inc.

   

125,142

     

1,905

   

Associated Bancorp

   

45,790

     

907

   

Assured Guaranty Ltd.

   

24,700

     

1,181

   

Axis Capital Holdings Ltd.

   

18,810

     

957

   

B Riley Financial, Inc.

   

38,273

     

2,586

   

Banc of California, Inc.

   

82,821

     

1,418

   

Banco Latinoamericano de Comercio Exterior SA Class E

   

31,517

     

519

   

BankUnited, Inc.

   

14,427

     

571

   

Banner Corp.

   

83,338

     

4,420

   

BGC Partners, Inc. Class A

   

197,558

     

1,057

   

Blackstone Mortgage Trust, Inc. Class A

   

160,464

     

5,201

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Brighthouse Financial, Inc. (a)

   

21,570

   

$

929

   

Cathay General Bancorp

   

128,115

     

4,852

   

Central Pacific Financial Corp.

   

77,910

     

1,994

   

Chimera Investment Corp.

   

78,364

     

1,154

   

CNO Financial Group, Inc.

   

172,454

     

3,938

   

Colony Bankcorp, Inc.

   

29,636

     

530

   

Columbia Banking System, Inc.

   

24,100

     

842

   

ConnectOne Bancorp, Inc.

   

41,442

     

1,090

   

Customers Bancorp, Inc.

   

49,797

     

1,804

   

Eagle Bancorp, Inc.

   

12,229

     

673

   

Eastern Bankshares, Inc.

   

106,940

     

1,952

   

Employers Holdings, Inc.

   

54,644

     

2,269

   

Enova International, Inc. (a)

   

70,700

     

2,339

   

Essent Group Ltd.

   

72,027

     

3,253

   

FB Financial Corp.

   

20,250

     

766

   

Federated Hermes, Inc.

   

110,270

     

3,577

   

First BanCorp/Puerto Rico

   

402,237

     

4,879

   

First Bancorp/Southern Pines NC

   

22,935

     

917

   

First Busey Corp.

   

347,179

     

8,195

   

First Financial Corp. Class A

   

22,984

     

921

   

First Merchants Corp.

   

52,960

     

2,157

   

First Mid Bancshares, Inc.

   

41,144

     

1,674

   

First Midwest Bancorp, Inc.

   

34,152

     

613

   

Flushing Financial Corp.

   

106,901

     

2,357

   

Fulton Financial Corp.

   

6,513

     

100

   

Genworth Financial, Inc. (a)

   

659,881

     

2,204

   

Globe Life, Inc.

   

14,040

     

1,307

   

Hancock Whitney Corp.

   

128,103

     

5,599

   

Hanmi Financial Corp.

   

67,519

     

1,231

   

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

   

32,723

     

1,859

   

Heritage Financial Corp.

   

33,584

     

812

   

Home BancShares, Inc.

   

370,080

     

7,839

   

Hope Bancorp, Inc.

   

179,690

     

2,381

   

Horace Mann Educators Corp.

   

24,256

     

966

   

Horizon Bancorp, Inc.

   

10,420

     

174

   

International Bancshares Corp.

   

61,576

     

2,406

   

Investors Bancorp, Inc.

   

239,830

     

3,314

   

James River Group Holdings Ltd.

   

194,684

     

7,082

   

Kinsale Capital Group, Inc.

   

30,206

     

5,395

   

Ladder Capital Corp.

   

115,768

     

1,322

   

LendingTree, Inc. (a)

   

28,420

     

5,547

   

Meridian Bancorp, Inc.

   

69,733

     

1,333

   

MGIC Investment Corp.

   

130,100

     

1,801

   

Morningstar, Inc.

   

8,277

     

2,091

   

Mr. Cooper Group, Inc. (a)

   

85,289

     

3,171

   

NMI Holdings, Inc. Class A (a)

   

118,420

     

2,608

   

OceanFirst Financial Corp.

   

27,893

     

544

   

OFG Bancorp

   

33,419

     

772

   

Old Second Bancorp, Inc.

   

273,852

     

3,171

   

Pacific Premier Bancorp, Inc.

   

31,300

     

1,189

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

PacWest Bancorp

   

62,000

   

$

2,469

   

PCSB Financial Corp.

   

24,600

     

444

   

Pennymac Mortgage Investment Trust

   

74,339

     

1,466

   

People's United Financial, Inc.

   

99,900

     

1,568

   

Pinnacle Financial Partners, Inc.

   

19,210

     

1,721

   

Piper Sandler Cos.

   

12,400

     

1,521

   

Preferred Bank

   

38,480

     

2,270

   

Primerica, Inc.

   

17,042

     

2,492

   

ProAssurance Corp.

   

46,624

     

946

   

QCR Holdings, Inc.

   

4,101

     

201

   

Radian Group, Inc.

   

242,782

     

5,482

   

Renasant Corp.

   

49,576

     

1,744

   

RLI Corp.

   

12,306

     

1,334

   

S&T Bancorp, Inc.

   

72,641

     

2,139

   

Silvercrest Asset Management Group, Inc. Class A

   

149,570

     

2,387

   

SLM Corp.

   

69,281

     

1,305

   

Solar Capital Ltd.

   

1,626

     

31

   

South State Corp.

   

41,824

     

2,880

   

Starwood Property Trust, Inc.

   

41,171

     

1,072

   

Sterling Bancorp

   

4,980

     

108

   

Stifel Financial Corp.

   

204,874

     

13,633

   

Synovus Financial Corp.

   

118,649

     

4,852

   

Texas Capital Bancshares, Inc. (a)

   

121,302

     

7,640

   

The Bank of NT Butterfield & Son Ltd.

   

11,308

     

375

   

Tradeweb Markets, Inc. Class A

   

32,426

     

2,812

   

TrustCo Bank Corp.

   

36,863

     

1,240

   

Trustmark Corp.

   

83,993

     

2,521

   

UMB Financial Corp.

   

15,980

     

1,496

   

United Community Banks, Inc.

   

72,100

     

2,077

   

Universal Insurance Holdings, Inc.

   

77,298

     

1,095

   

Veritex Holdings, Inc.

   

61,000

     

2,047

   

Walker & Dunlop, Inc.

   

8,636

     

894

   

Washington Federal, Inc.

   

85,909

     

2,772

   

WesBanco, Inc.

   

49,648

     

1,603

   
     

230,142

   

Health Care (16.3%):

 

4D Molecular Therapeutics, Inc. (a)

   

8,398

     

209

   

Acceleron Pharma, Inc. (a)

   

9,577

     

1,198

   

Adaptive Biotechnologies Corp. (a)

   

13,273

     

487

   

Aerie Pharmaceuticals, Inc. (a)

   

251,703

     

3,972

   

Affimed NV (a)

   

340,965

     

2,267

   

Akero Therapeutics, Inc. (a) (b)

   

17,644

     

378

   

Alpha Teknova, Inc. (a)

   

28,313

     

629

   

American Well Corp. Class A (a)

   

47,300

     

551

   

Amneal Pharmaceuticals, Inc. (a)

   

611,926

     

3,017

   

Annexon, Inc. (a)

   

7,585

     

160

   

Arena Pharmaceuticals, Inc. (a)

   

26,483

     

1,638

   

Arrowhead Pharmaceuticals, Inc. (a)

   

24,110

     

1,671

   

Atreca, Inc. Class A (a)

   

20,168

     

111

   

AtriCure, Inc. (a)

   

19,801

     

1,672

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Aurinia Pharmaceuticals, Inc. (a) (b)

   

107,032

   

$

1,451

   

Autolus Therapeutics PLC, ADR (a) (b)

   

35,086

     

187

   

Avidity Biosciences, Inc. (a)

   

15,697

     

303

   

Beam Therapeutics, Inc. (a) (b)

   

26,450

     

2,434

   

Berkeley Lights, Inc. (a) (b)

   

18,132

     

826

   

Bicycle Therapeutics PLC, ADR (a) (b)

   

64,530

     

2,039

   

BioAtla, Inc. (a) (b)

   

8,396

     

344

   

BioCryst Pharmaceuticals, Inc. (a)

   

146,641

     

2,364

   

BioLife Solutions, Inc. (a)

   

29,000

     

1,360

   

BioMarin Pharmaceutical, Inc. (a)

   

3,530

     

271

   

Biomerica, Inc. (a) (b)

   

157,164

     

589

   

Black Diamond Therapeutics, Inc. (a) (b)

   

5,548

     

53

   

Blueprint Medicines Corp. (a)

   

7,764

     

682

   

Bolt Biotherapeutics, Inc. (a)

   

8,826

     

98

   

Brookdale Senior Living, Inc. (a)

   

178,577

     

1,343

   

C4 Therapeutics, Inc. (a) (b)

   

3,134

     

135

   

Cabaletta Bio, Inc. (a) (b)

   

43,640

     

326

   

Cardiovascular Systems, Inc. (a)

   

36,737

     

1,480

   

CareDx, Inc. (a)

   

32,410

     

2,724

   

Castle Biosciences, Inc. (a)

   

102,891

     

7,187

   

Cerus Corp. (a)

   

160,479

     

808

   

Chimerix, Inc. (a)

   

49,650

     

329

   

Codiak Biosciences, Inc. (a)

   

78,289

     

1,354

   

Collegium Pharmaceutical, Inc. (a)

   

20,453

     

509

   

CONMED Corp.

   

28,822

     

3,976

   

Covetrus, Inc. (a)

   

63,276

     

1,611

   

CRISPR Therapeutics AG (a)

   

10,295

     

1,246

   

CryoPort, Inc. (a)

   

38,453

     

2,373

   

Cymabay Therapeutics, Inc. (a)

   

41,170

     

162

   

CytoSorbents Corp. (a)

   

139,996

     

1,065

   

Deciphera Pharmaceuticals, Inc. (a)

   

8,703

     

265

   

Dicerna Pharmaceuticals, Inc. (a)

   

61,342

     

2,301

   

Dynavax Technologies Corp. (a)

   

80,282

     

750

   

Editas Medicine, Inc. (a) (b)

   

12,978

     

543

   

Enanta Pharmaceuticals, Inc. (a)

   

14,384

     

608

   

Epizyme, Inc. (a) (b)

   

70,639

     

468

   

Esperion Therapeutics, Inc. (a) (b)

   

46,644

     

718

   

Evolent Health, Inc. Class A (a)

   

277,727

     

6,371

   

Flexion Therapeutics, Inc. (a)

   

119,500

     

709

   

Fusion Pharmaceuticals, Inc. (a)

   

54,402

     

443

   

Gamida Cell Ltd. (a)

   

107,400

     

554

   

Generation Bio Co. (a)

   

14,864

     

323

   

Genetron Holdings Ltd., ADR (a)

   

68,863

     

978

   

Globus Medical, Inc. (a)

   

22,145

     

1,842

   

Guardant Health, Inc. (a)

   

12,855

     

1,411

   

Halozyme Therapeutics, Inc. (a)

   

136,751

     

5,652

   

Health Catalyst, Inc. (a)

   

57,813

     

3,357

   

HealthEquity, Inc. (a)

   

26,087

     

1,930

   

Horizon Therapeutics PLC (a)

   

12,384

     

1,239

   

iCAD, Inc. (a)

   

99,285

     

1,456

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

ICU Medical, Inc. (a)

   

6,202

   

$

1,261

   

IGM Biosciences, Inc. (a)

   

10,094

     

686

   

Immunocore Holdings PLC, ADR (a)

   

8,829

     

289

   

Inmode Ltd. (a)

   

24,386

     

2,772

   

Insmed, Inc. (a)

   

98,031

     

2,412

   

Instil Bio, Inc. (a) (b)

   

13,218

     

199

   

Insulet Corp. (a)

   

6,688

     

1,871

   

Integer Holdings Corp. (a)

   

26,955

     

2,639

   

Intellia Therapeutics, Inc. (a)

   

43,571

     

6,181

   

Iovance Biotherapeutics, Inc. (a)

   

31,333

     

698

   

Itamar Medical Ltd., ADR (a) (b)

   

4,662

     

92

   

Jounce Therapeutics, Inc. (a)

   

36,208

     

182

   

Karyopharm Therapeutics, Inc. (a) (b)

   

42,284

     

352

   

LHC Group, Inc. (a)

   

13,242

     

2,849

   

Ligand Pharmaceuticals, Inc. (a)

   

23,743

     

2,696

   

MacroGenics, Inc. (a)

   

24,988

     

624

   

Maravai LifeSciences Holdings, Inc. Class A (a)

   

79,700

     

3,504

   

Medpace Holdings, Inc. (a)

   

38,889

     

6,842

   

Merit Medical Systems, Inc. (a)

   

41,654

     

2,919

   

ModivCare, Inc. (a)

   

21,108

     

3,588

   

NanoString Technologies, Inc. (a)

   

42,017

     

2,603

   

Natera, Inc. (a)

   

32,090

     

3,675

   

Neogen Corp. (a)

   

81,888

     

3,567

   

NeoGenomics, Inc. (a)

   

84,499

     

3,896

   

Neurocrine Biosciences, Inc. (a)

   

4,215

     

393

   

Neuronetics, Inc. (a) (b)

   

160,552

     

2,129

   

NexImmune, Inc. (a)

   

8,816

     

94

   

Novavax, Inc. (a)

   

17,553

     

3,148

   

Nupathe, Inc. (a) (c) (d)

   

133,709

     

   

Nurix Therapeutics, Inc. (a)

   

7,586

     

233

   

NuVasive, Inc. (a)

   

27,635

     

1,767

   

Olink Holding AB, ADR (a) (b)

   

16,139

     

603

   

OPKO Health, Inc. (a) (b)

   

469,155

     

1,614

   

Orchard Therapeutics PLC, ADR (a)

   

70,516

     

202

   

Organogenesis Holdings, Inc. (a)

   

270,411

     

4,148

   

Orthopediatrics Corp. (a)

   

57,065

     

3,586

   

Outset Medical, Inc. (a)

   

2,277

     

93

   

Oyster Point Pharma, Inc. (a)

   

5,221

     

74

   

Pacific Biosciences of California, Inc. (a)

   

14,756

     

474

   

Pacira BioSciences, Inc. (a)

   

41,764

     

2,462

   

Patterson Cos., Inc.

   

40,007

     

1,245

   

PMV Pharmaceuticals, Inc. (a)

   

3,523

     

120

   

PolyPid Ltd. (a)

   

104,284

     

852

   

Pulmonx Corp. (a)

   

23,894

     

948

   

Quanterix Corp. (a)

   

98,424

     

5,232

   

Radius Health, Inc. (a)

   

34,500

     

522

   

RadNet, Inc. (a)

   

41,298

     

1,517

   

Reata Pharmaceuticals, Inc. Class A (a)

   

9,177

     

1,150

   

Recursion Pharmaceuticals, Inc. Class A (a) (b)

   

2,689

     

82

   

Renalytix PLC, ADR (a) (b)

   

15,350

     

461

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Sangamo Therapeutics, Inc. (a)

   

22,536

   

$

216

   

Schrodinger, Inc. (a)

   

2,753

     

186

   

Select Medical Holdings Corp.

   

51,800

     

2,044

   

SI-BONE, Inc. (a)

   

87,707

     

2,661

   

Silk Road Medical, Inc. (a)

   

110,619

     

5,551

   

Singular Genomics Systems, Inc. (a)

   

60,907

     

1,099

   

STAAR Surgical Co. (a)

   

37,520

     

4,801

   

Stoke Therapeutics, Inc. (a)

   

18,958

     

543

   

Supernus Pharmaceuticals, Inc. (a)

   

42,364

     

1,115

   

Sutro Biopharma, Inc. (a)

   

31,023

     

528

   

TCR2 Therapeutics, Inc. (a)

   

84,808

     

1,055

   

Tenet Healthcare Corp. (a)

   

62,244

     

4,472

   

Terns Pharmaceuticals, Inc. (a)

   

2,204

     

17

   

TG Therapeutics, Inc. (a)

   

29,648

     

1,037

   

The Ensign Group, Inc.

   

45,841

     

3,899

   

The Joint Corp. (a)

   

54,042

     

4,270

   

Tivity Health, Inc. (a)

   

66,540

     

1,669

   

Turning Point Therapeutics, Inc. (a)

   

6,511

     

416

   

Veracyte, Inc. (a)

   

269,179

     

11,993

   

Vericel Corp. (a)

   

163,786

     

8,671

   

Xencor, Inc. (a)

   

31,729

     

977

   

Xenon Pharmaceuticals, Inc. (a)

   

29,483

     

509

   

Zai Lab Ltd., ADR (a)

   

9,564

     

1,383

   
     

238,165

   

Industrials (17.9%):

 

AAR Corp. (a)

   

50,114

     

1,792

   

ABM Industries, Inc.

   

42,579

     

1,979

   

Acacia Research Corp. (a)

   

193,441

     

1,091

   

ACCO Brands Corp.

   

273,103

     

2,442

   

Altra Industrial Motion Corp.

   

95,389

     

5,979

   

Ameresco, Inc. Class A (a)

   

12,239

     

839

   

American Woodmark Corp. (a)

   

8,220

     

610

   

API Group Corp. (a)

   

82,910

     

1,900

   

Apogee Enterprises, Inc.

   

60,152

     

2,386

   

ArcBest Corp.

   

24,460

     

1,446

   

Array Technologies, Inc. (a)

   

190,420

     

2,578

   

ASGN, Inc. (a)

   

39,291

     

3,974

   

Atkore, Inc. (a)

   

34,329

     

2,578

   

Atlas Air Worldwide Holdings, Inc. (a)

   

32,258

     

2,160

   

Avis Budget Group, Inc. (a)

   

16,012

     

1,325

   

Axon Enterprise, Inc. (a)

   

23,023

     

4,282

   

AZZ, Inc.

   

22,200

     

1,176

   

Barnes Group, Inc.

   

37,519

     

1,901

   

Beacon Roofing Supply, Inc. (a)

   

78,133

     

4,179

   

Brady Corp. Class A

   

40,479

     

2,213

   

BWX Technologies, Inc.

   

13,261

     

762

   

Casella Waste Systems, Inc. (a)

   

96,870

     

6,664

   

Chart Industries, Inc. (a)

   

56,985

     

8,859

   

Clean Harbors, Inc. (a)

   

17,050

     

1,620

   

Columbus McKinnon Corp.

   

126,037

     

5,848

   

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Construction Partners, Inc. Class A (a)

   

23,521

   

$

790

   

Crane Co.

   

22,980

     

2,234

   

Deluxe Corp.

   

54,835

     

2,407

   

Douglas Dynamics, Inc.

   

40,600

     

1,620

   

Echo Global Logistics, Inc. (a)

   

32,159

     

995

   

EMCOR Group, Inc.

   

67,526

     

8,225

   

EnerSys

   

24,674

     

2,434

   

Enphase Energy, Inc. (a)

   

48,650

     

9,225

   

EnPro Industries, Inc.

   

14,400

     

1,341

   

ESCO Technologies, Inc.

   

6,997

     

660

   

Exponent, Inc.

   

38,020

     

4,071

   

Finning International, Inc.

   

35,280

     

912

   

Forward Air Corp.

   

30,313

     

2,681

   

Gibraltar Industries, Inc. (a)

   

63,445

     

4,737

   

GMS, Inc. (a)

   

90,941

     

4,468

   

GrafTech International Ltd.

   

132,610

     

1,508

   

Granite Construction, Inc.

   

39,545

     

1,519

   

H&E Equipment Services, Inc.

   

23,010

     

783

   

Herman Miller, Inc.

   

58,959

     

2,544

   

Hexcel Corp. (a)

   

60,580

     

3,297

   

Hub Group, Inc. Class A (a)

   

17,652

     

1,170

   

Hydrofarm Holdings Group, Inc. (a)

   

23,289

     

1,149

   

Hyster-Yale Materials Handling, Inc.

   

56,726

     

4,064

   

Kaman Corp.

   

20,686

     

917

   

Kelly Services, Inc. Class A (a)

   

88,617

     

1,942

   

Kirby Corp. (a)

   

61,446

     

3,558

   

Korn Ferry

   

35,800

     

2,461

   

Kornit Digital Ltd. (a)

   

113,200

     

14,961

   

Kratos Defense & Security Solutions, Inc. (a)

   

82,176

     

2,235

   

Landstar System, Inc.

   

18,152

     

2,851

   

Luxfer Holdings PLC

   

49,522

     

1,033

   

ManpowerGroup, Inc.

   

11,020

     

1,307

   

Marten Transport Ltd.

   

54,008

     

854

   

Masonite International Corp. (a)

   

19,542

     

2,211

   

MasTec, Inc. (a)

   

32,498

     

3,290

   

Matthews International Corp. Class A

   

58,263

     

2,016

   

McGrath RentCorp

   

27,423

     

2,150

   

Meritor, Inc. (a)

   

199,043

     

4,843

   

Mistras Group, Inc. (a)

   

111,630

     

1,172

   

MRC Global, Inc. (a)

   

143,065

     

1,312

   

Mueller Industries, Inc.

   

52,028

     

2,258

   

nVent Electric PLC

   

44,800

     

1,416

   

Owens Corning, Inc.

   

20,672

     

1,988

   

Parsons Corp. (a)

   

68,071

     

2,629

   

Patrick Industries, Inc.

   

14,832

     

1,226

   

PGT Innovations, Inc. (a)

   

68,050

     

1,537

   

Primoris Services Corp.

   

104,848

     

3,135

   

Proto Labs, Inc. (a)

   

14,603

     

1,142

   

RBC Bearings, Inc. (a)

   

28,028

     

6,587

   

Rexnord Corp.

   

64,323

     

3,623

   

See notes to financial statements.


16


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Rush Enterprises, Inc. Class A

   

93,926

   

$

4,413

   

Ryder System, Inc.

   

27,391

     

2,085

   

Saia, Inc. (a)

   

7,650

     

1,729

   

Shoals Technologies Group, Inc. Class A (a)

   

80,469

     

2,341

   

SkyWest, Inc. (a)

   

101,858

     

4,124

   

Spirit Airlines, Inc. (a)

   

44,188

     

1,192

   

Steelcase, Inc. Class A

   

101,840

     

1,400

   

Terex Corp.

   

26,900

     

1,289

   

Tetra Tech, Inc.

   

1,300

     

174

   

The AZEK Co., Inc. (a)

   

33,064

     

1,203

   

Titan Machinery, Inc. (a)

   

53,843

     

1,536

   

TPI Composites, Inc. (a)

   

56,991

     

2,231

   

Trinity Industries, Inc.

   

37,900

     

1,027

   

Triton International Ltd.

   

32,832

     

1,733

   

Triumph Group, Inc. (a)

   

70,400

     

1,341

   

TrueBlue, Inc. (a)

   

121,488

     

3,304

   

TuSimple Holdings, Inc. Class A (a)

   

896

     

33

   

UFP Industries, Inc.

   

24,167

     

1,795

   

UniFirst Corp.

   

12,042

     

2,622

   

Univar Solutions, Inc. (a)

   

49,950

     

1,226

   

Vicor Corp. (a)

   

18,156

     

2,099

   

View, Inc. (a) (b)

   

29,979

     

183

   

VSE Corp.

   

10,615

     

531

   

Wabash National Corp.

   

167,635

     

2,454

   

Werner Enterprises, Inc.

   

14,006

     

640

   

WESCO International, Inc. (a)

   

49,685

     

5,289

   

WillScot Mobile Mini Holdings Corp. (a)

   

241,789

     

6,942

   
     

263,007

   

Information Technology (19.0%):

 

2U, Inc. (a) (b)

   

87,518

     

3,799

   

908 Devices, Inc. (a)

   

139,642

     

4,364

   

ACV Auctions, Inc. Class A (a)

   

4,406

     

102

   

ADTRAN, Inc.

   

52,076

     

1,167

   

Advanced Energy Industries, Inc.

   

59,772

     

6,202

   

Airgain, Inc. (a)

   

151,302

     

2,761

   

Akoustis Technologies, Inc. (a) (b)

   

233,170

     

2,257

   

Alteryx, Inc. Class A (a)

   

5,475

     

424

   

Ambarella, Inc. (a)

   

41,762

     

4,114

   

Amkor Technology, Inc.

   

116,004

     

2,858

   

Avaya Holdings Corp. (a)

   

76,097

     

1,843

   

AXT, Inc. (a)

   

175,918

     

1,794

   

Belden, Inc.

   

84,908

     

4,161

   

Benchmark Electronics, Inc.

   

77,334

     

2,042

   

Blackline, Inc. (a)

   

6,772

     

775

   

BM Technologies, Inc. (a)

   

8,520

     

85

   

Brooks Automation, Inc.

   

89,097

     

7,931

   

C3.ai, Inc. Class A (a)

   

10,633

     

535

   

Canadian Solar, Inc. (a)

   

38,895

     

1,566

   

CEVA, Inc. (a)

   

72,779

     

3,613

   

Ciena Corp. (a)

   

76,712

     

4,461

   

See notes to financial statements.


17


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Cloudflare, Inc. Class A (a)

   

18,456

   

$

2,189

   

CMC Materials, Inc.

   

14,283

     

2,066

   

Cognyte Software Ltd. (a)

   

119,800

     

3,112

   

Cohu, Inc. (a)

   

49,204

     

1,742

   

Conduent, Inc. (a)

   

174,180

     

1,169

   

Couchbase, Inc. (a)

   

4,623

     

139

   

CS Disco, Inc. (a)

   

9,245

     

382

   

CTS Corp.

   

39,370

     

1,378

   

CyberArk Software Ltd. (a)

   

7,550

     

1,072

   

Diebold Nixdorf, Inc. (a)

   

102,000

     

1,062

   

Digital Turbine, Inc. (a)

   

197,971

     

12,463

   

Diodes, Inc. (a)

   

76,751

     

6,294

   

Domo, Inc. Class B (a)

   

13,853

     

1,224

   

DoubleVerify Holdings, Inc. (a)

   

4,484

     

155

   

Dropbox, Inc. Class A (a)

   

21,486

     

677

   

Ebix, Inc.

   

41,566

     

1,256

   

Elastic NV (a)

   

17,564

     

2,601

   

Endava PLC, ADR (a)

   

11,980

     

1,541

   

Envestnet, Inc. (a)

   

28,855

     

2,171

   

ePlus, Inc. (a)

   

49,910

     

4,615

   

Euronet Worldwide, Inc. (a)

   

55,114

     

7,871

   

Everbridge, Inc. (a)

   

1,500

     

212

   

EVERTEC, Inc.

   

99,350

     

4,342

   

ExlService Holdings, Inc. (a)

   

31,818

     

3,602

   

Flex Ltd. (a)

   

74,849

     

1,345

   

Flywire Corp. (a) (b)

   

13,596

     

432

   

FormFactor, Inc. (a)

   

99,077

     

3,692

   

Globant SA (a)

   

14,187

     

3,393

   

Harmonic, Inc. (a)

   

74,920

     

663

   

Infinera Corp. (a)

   

143,303

     

1,420

   

Insight Enterprises, Inc. (a)

   

40,625

     

4,078

   

Intapp, Inc. (a)

   

925

     

31

   

InterDigital, Inc.

   

28,903

     

1,904

   

J2 Global, Inc. (a)

   

24,402

     

3,448

   

Kulicke & Soffa Industries, Inc.

   

89,647

     

4,873

   

Limelight Networks, Inc. (a)

   

681,172

     

1,914

   

LivePerson, Inc. (a)

   

26,481

     

1,687

   

MAXIMUS, Inc.

   

17,635

     

1,570

   

Mitek Systems, Inc. (a)

   

176,300

     

3,898

   

Monday.com Ltd. (a) (b)

   

463

     

102

   

Monolithic Power Systems, Inc.

   

4,045

     

1,817

   

Napco Security Technologies, Inc. (a)

   

88,035

     

3,112

   

NCR Corp. (a)

   

57,100

     

2,535

   

NeoPhotonics Corp. (a)

   

285,165

     

2,766

   

NetScout Systems, Inc. (a)

   

97,495

     

2,804

   

New Relic, Inc. (a)

   

28,021

     

1,935

   

Nutanix, Inc. Class A (a)

   

138,429

     

4,987

   

ON Semiconductor Corp. (a)

   

67,530

     

2,638

   

OneSpan, Inc. (a)

   

81,859

     

2,019

   

Onto Innovation, Inc. (a)

   

34,338

     

2,406

   

See notes to financial statements.


18


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

OSI Systems, Inc. (a)

   

27,727

   

$

2,774

   

PagerDuty, Inc. (a)

   

23,160

     

940

   

Paycom Software, Inc. (a)

   

6,951

     

2,780

   

Perficient, Inc. (a)

   

93,730

     

8,838

   

Ping Identity Holding Corp. (a)

   

43,736

     

965

   

Plexus Corp. (a)

   

11,380

     

1,028

   

Power Integrations, Inc.

   

23,578

     

2,287

   

Powerfleet, Inc. (a)

   

125,965

     

858

   

PROS Holdings, Inc. (a)

   

69,789

     

3,030

   

PTC, Inc. (a)

   

17,394

     

2,356

   

Pure Storage, Inc. Class A (a)

   

135,583

     

2,646

   

Qualys, Inc. (a)

   

17,539

     

1,781

   

Radware Ltd. (a)

   

77,914

     

2,511

   

Rapid7, Inc. (a)

   

34,460

     

3,921

   

Riskified Ltd. Class A (a)

   

11,307

     

310

   

Rogers Corp. (a)

   

27,146

     

5,173

   

Sanmina Corp. (a)

   

69,441

     

2,668

   

Sapiens International Corp. NV

   

39,283

     

990

   

Semtech Corp. (a)

   

30,372

     

1,880

   

ShotSpotter, Inc. (a)

   

5,984

     

273

   

Sierra Wireless, Inc. (a)

   

28,140

     

544

   

Silicon Laboratories, Inc. (a)

   

12,436

     

1,853

   

Silicon Motion Technology Corp., ADR

   

13,390

     

1,004

   

SiTime Corp. (a)

   

5,614

     

761

   

Smartsheet, Inc. Class A (a)

   

37,250

     

2,702

   

Sprinklr, Inc. Class A (a)

   

15,369

     

297

   

Sprout Social, Inc. Class A (a)

   

5,308

     

472

   

SPS Commerce, Inc. (a)

   

11,547

     

1,258

   

Sykes Enterprises, Inc. (a)

   

37,973

     

2,038

   

Synaptics, Inc. (a)

   

11,134

     

1,691

   

TaskUS, Inc. Class A (a)

   

9,250

     

282

   

Telos Corp. (a)

   

20,201

     

566

   

The Hackett Group, Inc.

   

17,529

     

314

   

TTM Technologies, Inc. (a)

   

84,647

     

1,184

   

Varonis Systems, Inc. (a)

   

49,949

     

3,057

   

Veeco Instruments, Inc. (a) (b)

   

60,050

     

1,393

   

Verint Systems, Inc. (a)

   

110,528

     

4,716

   

Veritone, Inc. (a) (b)

   

31,300

     

647

   

Verra Mobility Corp. (a)

   

61,350

     

939

   

Vishay Intertechnology, Inc.

   

182,808

     

4,045

   

Vizio Holding Corp. Class A (a)

   

26,437

     

582

   

Western Digital Corp. (a)

   

24,068

     

1,563

   

Wix.com Ltd. (a)

   

757

     

226

   

WNS Holdings Ltd., ADR (a)

   

67,371

     

5,547

   

Workiva, Inc. (a)

   

14,915

     

1,936

   

Yext, Inc. (a)

   

60,733

     

791

   

Zeta Global Holdings Corp. Class A (a) (b)

   

292,888

     

1,766

   

Zix Corp. (a)

   

364,189

     

2,699

   

Zscaler, Inc. (a)

   

6,644

     

1,567

   
     

276,107

   

See notes to financial statements.


19


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Materials (3.9%):

 

Alcoa Corp. (a)

   

71,870

   

$

2,886

   

Allegheny Technologies, Inc. (a)

   

81,000

     

1,663

   

Arconic Corp. (a)

   

56,900

     

2,045

   

Avient Corp.

   

42,100

     

2,043

   

Carpenter Technology Corp.

   

31,882

     

1,216

   

Commercial Metals Co.

   

97,415

     

3,196

   

Constellium SE (a)

   

60,500

     

1,142

   

Eagle Materials, Inc.

   

51,958

     

7,343

   

Franco-Nevada Corp.

   

13,483

     

2,156

   

Graphic Packaging Holding Co.

   

130,220

     

2,496

   

Kraton Corp. (a)

   

40,292

     

1,539

   

Louisiana-Pacific Corp.

   

28,704

     

1,591

   

Materion Corp.

   

19,423

     

1,386

   

Minerals Technologies, Inc.

   

36,720

     

2,945

   

Neo Performance Materials, Inc.

   

48,150

     

723

   

Olin Corp.

   

79,100

     

3,720

   

Schweitzer-Mauduit International, Inc.

   

32,830

     

1,291

   

Stepan Co.

   

18,826

     

2,221

   

Summit Materials, Inc. Class A (a)

   

174,170

     

5,852

   

Trinseo SA

   

24,930

     

1,355

   

Tronox Holdings PLC Class A

   

82,620

     

1,523

   

Verso Corp. Class A

   

98,262

     

1,869

   

Warrior Met Coal, Inc.

   

87,211

     

1,628

   

Worthington Industries, Inc.

   

42,371

     

2,710

   
     

56,539

   

Real Estate (4.6%):

 

Alexander & Baldwin, Inc.

   

75,300

     

1,508

   

American Assets Trust, Inc.

   

30,105

     

1,112

   

CareTrust REIT, Inc.

   

61,774

     

1,490

   

Chatham Lodging Trust (a)

   

141,856

     

1,742

   

City Office REIT, Inc.

   

71,913

     

926

   

CorEnergy Infrastructure Trust, Inc. (b)

   

75,565

     

413

   

DiamondRock Hospitality Co. (a)

   

324,982

     

2,798

   

DigitalBridge Group, Inc. (a) (b)

   

181,276

     

1,262

   

Easterly Government Properties, Inc.

   

75,078

     

1,704

   

Essential Properties Realty Trust, Inc.

   

73,500

     

2,190

   

FirstService Corp.

   

11,329

     

2,107

   

Four Corners Property Trust, Inc.

   

38,580

     

1,108

   

Global Medical REIT, Inc.

   

102,417

     

1,594

   

Hudson Pacific Properties, Inc.

   

54,500

     

1,486

   

Industrial Logistics Properties Trust

   

90,192

     

2,443

   

Innovative Industrial Properties, Inc.

   

15,222

     

3,273

   

Jones Lang LaSalle, Inc. (a)

   

9,160

     

2,039

   

Kennedy-Wilson Holdings, Inc.

   

54,080

     

1,092

   

Lexington Realty Trust

   

317,531

     

4,176

   

Mack-Cali Realty Corp. (a)

   

94,036

     

1,693

   

National Health Investors, Inc.

   

21,532

     

1,469

   

Newmark Group, Inc. Class A

   

73,595

     

948

   

Physicians Realty Trust

   

75,600

     

1,433

   

See notes to financial statements.


20


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Piedmont Office Realty Trust, Inc. Class A

   

78,029

   

$

1,484

   

PotlatchDeltic Corp.

   

29,113

     

1,512

   

Retail Opportunity Investments Corp.

   

91,933

     

1,624

   

Rexford Industrial Realty, Inc.

   

19,020

     

1,170

   

Sabra Health Care REIT, Inc.

   

186,282

     

3,463

   

SITE Centers Corp.

   

147,700

     

2,343

   

Spirit Realty Capital, Inc.

   

25,940

     

1,303

   

STAG Industrial, Inc.

   

69,332

     

2,864

   

Summit Hotel Properties, Inc. (a)

   

254,450

     

2,293

   

Sunstone Hotel Investors, Inc. (a)

   

238,327

     

2,750

   

The Macerich Co.

   

150,079

     

2,445

   

UMH Properties, Inc.

   

83,058

     

1,934

   

Universal Health Realty Income Trust

   

19,034

     

1,137

   

Urban Edge Properties

   

77,370

     

1,470

   

Washington Real Estate Investment Trust

   

23,400

     

568

   
     

68,366

   

Utilities (1.7%):

 

ALLETE, Inc.

   

23,300

     

1,638

   

Avista Corp.

   

64,159

     

2,748

   

Black Hills Corp.

   

42,130

     

2,851

   

New Jersey Resources Corp.

   

30,000

     

1,156

   

NorthWestern Corp.

   

98,113

     

6,081

   

ONE Gas, Inc.

   

19,292

     

1,423

   

Portland General Electric Co.

   

101,351

     

4,957

   

South Jersey Industries, Inc.

   

42,820

     

1,078

   

Spire, Inc.

   

24,525

     

1,740

   
     

23,672

   

Total Common Stocks (Cost $1,109,144)

   

1,446,515

   

Exchange-Traded Funds (0.1%)

 

iShares Russell 2000 ETF (b)

   

8,616

     

1,905

   

Total Exchange-Traded Funds (Cost $1,972)

   

1,905

   

Collateral for Securities Loaned^ (1.9%)

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

2,471,969

     

2,472

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

4,028,386

     

4,028

   

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

   

21,186,402

     

21,187

   

Total Collateral for Securities Loaned (Cost $27,687)

   

27,687

   

Total Investments (Cost $1,138,803) — 100.9%

   

1,476,107

   

Liabilities in excess of other assets — (0.9)%

   

(12,729

)

 

NET ASSETS — 100.00%

 

$

1,463,378

   

At July 31, 2021, the Fund's investments in foreign securities were 6.4% of net assets.

^  Purchased with cash collateral from securities on loan.

See notes to financial statements.


21


USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

(a)  Non-income producing security.

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

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of net assets as of July 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of July 31, 2021, illiquid securities were 0.0% of net assets.

(e)  Rate disclosed is the daily yield on July 31, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.


22


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Small Cap
Stock Fund
 

Assets:

 

Investments, at value (Cost $1,138,803)

 

$

1,476,107

(a)

 

Cash

   

16,377

   

Receivables:

 

Interest and dividends

   

276

   

Capital shares issued

   

250

   

Investments sold

   

3,971

   

From Adviser

   

25

   

Prepaid expenses

   

25

   

Total Assets

   

1,497,031

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

27,687

   

Investments purchased

   

3,894

   

Capital shares redeemed

   

708

   

Accrued expenses and other payables:

 

Investment advisory fees

   

987

   

Administration fees

   

158

   

Custodian fees

   

15

   

Transfer agent fees

   

124

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

78

   

Total Liabilities

   

33,653

   

Net Assets:

 

Capital

   

858,519

   

Total accumulated earnings/(loss)

   

604,859

   

Net Assets

 

$

1,463,378

   

Net Assets

 

Fund Shares

 

$

818,576

   

Institutional Shares

   

644,802

   

Total

 

$

1,463,378

   

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

 

Fund Shares

   

38,527

   

Institutional Shares

   

29,950

   

Total

   

68,477

   

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

 

Fund Shares

 

$

21.25

   

Institutional Shares

   

21.53

   

(a)  Includes $26,619 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.


23


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA Small Cap
Stock Fund
 

Investment Income:

 

Dividends

 

$

14,021

   

Interest

   

4

   

Securities lending (net of fees)

   

643

   

Foreign tax withholding

   

(40

)

 

Total Income

   

14,628

   

Expenses:

 

Investment advisory fees

   

11,088

   

Administration fees — Fund Shares

   

1,123

   

Administration fees — Institutional Shares

   

630

   

Sub-Administration fees

   

98

   

Custodian fees

   

82

   

Transfer agent fees — Fund Shares

   

852

   

Transfer agent fees — Institutional Shares

   

630

   

Trustees' fees

   

55

   

Compliance fees

   

9

   

Legal and audit fees

   

60

   

State registration and filing fees

   

49

   

Interfund lending fees

   

(a)

 

Other expenses

   

199

   

Total Expenses

   

14,875

   

Expenses waived/reimbursed by Adviser

   

(67

)

 

Net Expenses

   

14,808

   

Net Investment Income (Loss)

   

(180

)

 

Realized/Unrealized Gains (Losses) from Investments:

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

372,920

   

Net change in unrealized appreciation/depreciation on investment securities

   

210,737

   

Net realized/unrealized gains (losses) on investments

   

583,657

   

Change in net assets resulting from operations

 

$

583,477

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


24


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Small Cap Stock Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

(180

)

 

$

5,655

   

Net realized gains (losses) from investments

   

372,920

     

74,639

   
Net change in unrealized appreciation/depreciation on
investments
   

210,737

     

(101,502

)

 

Change in net assets resulting from operations

   

583,477

     

(21,208

)

 

Distributions to Shareholders:

 

Fund Shares

   

(59,223

)

   

(65,538

)

 

Institutional Shares

   

(51,168

)

   

(82,906

)

 

Change in net assets resulting from distributions to shareholders

   

(110,391

)

   

(148,444

)

 

Change in net assets resulting from capital transactions

   

(161,900

)

   

(277,152

)

 

Change in net assets

   

311,186

     

(446,804

)

 

Net Assets:

 

Beginning of period

   

1,152,192

     

1,598,996

   

End of period

 

$

1,463,378

   

$

1,152,192

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

65,154

   

$

71,874

   

Distributions reinvested

   

58,491

     

64,623

   

Cost of shares redeemed

   

(150,399

)

   

(151,659

)

 

Total Fund Shares

 

$

(26,754

)

 

$

(15,162

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

35,252

   

$

87,006

   

Distributions reinvested

   

51,148

     

82,899

   

Cost of shares redeemed

   

(221,546

)

   

(431,895

)

 

Total Institutional Shares

 

$

(135,146

)

 

$

(261,990

)

 

Change in net assets resulting from capital transactions

 

$

(161,900

)

 

$

(277,152

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

3,291

     

4,956

   

Reinvested

   

3,230

     

3,974

   

Redeemed

   

(7,982

)

   

(10,400

)

 

Total Fund Shares

   

(1,461

)

   

(1,470

)

 

Institutional Shares

 

Issued

   

1,795

     

6,588

   

Reinvested

   

2,787

     

5,038

   

Redeemed

   

(11,634

)

   

(28,139

)

 

Total Institutional Shares

   

(7,052

)

   

(16,513

)

 

Change in Shares

   

(8,513

)

   

(17,983

)

 

See notes to financial statements.


25


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Small Cap Stock Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

14.88

     

(0.01

)(b)

   

7.95

     

7.94

     

(0.14

)

   

(1.43

)

 

July 31, 2020

 

$

16.74

     

0.05

(b)

   

(0.28

)

   

(0.23

)

   

(0.03

)

   

(1.60

)

 

July 31, 2019

 

$

19.33

     

0.07

     

(0.71

)

   

(0.64

)

   

(0.04

)

   

(1.91

)

 

July 31, 2018

 

$

18.02

     

0.05

     

3.19

     

3.24

     

(0.07

)

   

(1.86

)

 

July 31, 2017

 

$

16.17

     

0.08

     

1.99

     

2.07

     

(0.03

)

   

(0.19

)

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

15.06

     

(—

)(b)(d)

   

8.04

     

8.04

     

(0.14

)

   

(1.43

)

 

July 31, 2020

 

$

16.91

     

0.07

(b)

   

(0.28

)

   

(0.21

)

   

(0.04

)

   

(1.60

)

 

July 31, 2019

 

$

19.50

     

0.08

     

(0.71

)

   

(0.63

)

   

(0.05

)

   

(1.91

)

 

July 31, 2018

 

$

18.16

     

0.07

     

3.22

     

3.29

     

(0.09

)

   

(1.86

)

 

July 31, 2017

 

$

16.30

     

0.09

     

2.02

     

2.11

     

(0.06

)

   

(0.19

)

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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.

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

(d)  Amount is less than $0.005 per share.

See notes to financial statements.


26


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    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(a)
 

USAA Small Cap Stock Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(1.57

)

 

$

21.25

     

55.25

%

   

1.10

%

   

(0.04

)%

   

1.10

%

 

$

818,576

     

85

%

 

July 31, 2020

   

(1.63

)

 

$

14.88

     

(2.21

)%

   

1.10

%

   

0.33

%

   

1.10

%

 

$

595,019

     

71

%

 

July 31, 2019

   

(1.95

)

 

$

16.74

     

(2.07

)%

   

1.06

%(c)

   

0.58

%

   

1.06

%(c)

 

$

694,015

     

84

%

 

July 31, 2018

   

(1.93

)

 

$

19.33

     

19.21

%

   

1.06

%(c)

   

0.31

%

   

1.06

%(c)

 

$

758,065

     

68

%

 

July 31, 2017

   

(0.22

)

 

$

18.02

     

12.81

%

   

1.09

%(c)

   

0.42

%

   

1.09

%(c)

 

$

658,038

     

53

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(1.57

)

 

$

21.53

     

55.30

%

   

1.04

%

   

0.02

%

   

1.05

%

 

$

644,802

     

85

%

 

July 31, 2020

   

(1.64

)

 

$

15.06

     

(2.08

)%

   

0.98

%

   

0.45

%

   

0.99

%

 

$

557,173

     

71

%

 

July 31, 2019

   

(1.96

)

 

$

16.91

     

(1.98

)%

   

0.96

%(c)

   

0.67

%

   

0.96

%(c)

 

$

904,981

     

84

%

 

July 31, 2018

   

(1.95

)

 

$

19.50

     

19.36

%

   

0.95

%(c)

   

0.42

%

   

0.95

%(c)

 

$

996,393

     

68

%

 

July 31, 2017

   

(0.25

)

 

$

18.16

     

12.92

%

   

0.97

%(c)

   

0.52

%

   

0.97

%(c)

 

$

892,691

     

53

%

 

See notes to financial statements.


27


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Small Cap Stock Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


28


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,446,515

   

$

   

$

(a)

 

$

1,446,515

   

Exchange-Traded Funds

   

1,905

     

     

     

1,905

   

Collateral for Securities Loaned

   

27,687

     

     

     

27,687

   

Total

 

$

1,476,107

   

$

   

$

   

$

1,476,107

   

(a)  Zero market value security.

As of July 31, 2021, there were no significant Level 3 holdings in the fair value hierarchy. For the year ended July 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.


29


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 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 discounts. 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


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

26,619

   

$

   

$

27,687

   

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 investment securities 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 (losses) from investment securities and foreign currency translations on the Statement of Operations.

Federal Income Taxes:

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

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

Allocations:

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

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


31


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

1,146,700

   

$

1,423,918

   

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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

%

 

USAA Cornerstone Equity Fund

   

0.4

%

 

USAA Target Retirement Income Fund

   

0.7

%

 

USAA Target Retirement 2030 Fund

   

1.6

%

 

USAA Target Retirement 2040 Fund

   

2.3

%

 

USAA Target Retirement 2050 Fund

   

1.6

%

 

USAA Target Retirement 2060 Fund

   

0.2

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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 July 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

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

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


32


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 the 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 Small-Cap Core Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance adjustments were $348 and $401 for Fund Share and Institutional Shares, in thousands, respectively. Performance adjustments were 0.05% and 0.06% for Fund Shares and Institutional Shares, 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 has entered into a Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management") and Granahan Investment Management, Inc. ("GIMI"), under which GIMI and Wellington Management each direct the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). These arrangements provide for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees. Effective March 19, 2021, Wellington Management 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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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


33


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

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

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 1.10% and 0.98% for Fund Shares and Institutional Shares, 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 July 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 July 31, 2021.


34


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 
Expires 2023  

Expires 2024

 

Total

 
$

64

   

$

67

   

$

131

   

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 July 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.

Small-Capitalization Stock Risk — The Fund is subject to small-cap company risk, which is the greater risk of investing in smaller, less well-known companies, as opposed to investing in established companies with proven track records. Small-cap companies also may have limited product lines, markets, or financial resources. Securities of such companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in the securities of larger companies.

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

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

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 31, 2021.


35


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

2,080

     

13

     

0.60

%

 

$

4,196

   

*  For the year ended July 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 July 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

 

$

(18,047

)

 

$

18,047

   

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 July 31, 2021

 

Year Ended July 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
 
       

$

35,074

   

$

75,317

   

$

110,391

   

$

3,429

   

$

145,015

   

$

148,444

   


36


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

As of July 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)
 
$

129,902

   

$

152,346

   

$

282,248

   

$

322,611

   

$

604,859

   

*  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 adjustments, and REITs/return of capital.

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

As of July 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)
 
$

1,153,496

   

$

395,721

   

$

(73,110

)

 

$

322,611

   


37


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Small Cap Stock Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Small Cap Stock Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


38


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


39


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


40


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


41


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


42


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


43


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017) Chief Risk Officer, the Adviser (2009-2017) Chief Compliance Officer, the Adviser ( since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


44


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,109.70

   

$

1,019.44

   

$

5.65

   

$

5.41

     

1.08

%

 

Institutional Shares

   

1,000.00

     

1,109.80

     

1,019.64

     

5.44

     

5.21

     

1.04

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (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
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):

    Dividends
Received
Deduction
(corporate
shareholders)
  Qualified
Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest
Income
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
         

11

%

   

6

%

   

4

%

 

$

35,599

   

$

85,297

   


46


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.


47


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  

40054-0921


JULY 31, 2021

Annual Report

USAA Value 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.


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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

   

20

   
Report of Independent
Registered Public Accounting Firm
   

29

   

Supplemental Information (Unaudited)

   

30

   

Trustees' and Officers' Information

    30    

Proxy Voting and Portfolio Holdings Information

    36    

Expense Examples

    36    

Additional Federal Income Tax Information

    37    

Liquidity Risk Management Program

    38    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Value Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

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 U.S. Federal Reserve (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%.

In the second quarter of 2021, 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. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation 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.

During the last month of the reporting period, markets appeared to focus on the latest COVID-19 variant (delta) as rising infection numbers gave way to concerns around the reopening with mask mandates and other restrictions being reintroduced once again. During this time, large-cap growth names outperformed value and small-cap oriented securities.

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

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, and Class A had a total return of 39.66%, 39.83%, and 39.88%, respectively. This compares to returns of 39.32% for the Russell 1000® Value Index (the "Index"), 40.71% for the


4


USAA Mutual Funds Trust

USAA Value Fund (continued)

Managers' Commentary (continued)

Russell 3000® Value Index, 39.82% for the Lipper Large-Cap Value Funds Index, and 45.55% for the Lipper Multi-Cap Value Funds Index.

•  What strategies did you employ during the reporting period?

The Fund outperformed the Index during the reporting period. Relative to the Index, the Fund was helped primarily by security selection, though sector allocations were also additive to performance. Stock selection in the information technology and materials sectors contributed most to the Fund's relative returns. From an allocation perspective, an overweight position in financials also helped performance.

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


5


USAA Mutual Funds Trust

USAA Value Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

  Institutional
Shares
 

Class A

                 

INCEPTION DATE

 

8/3/01

 

8/1/08

 

8/2/10

                 
    Net
Asset
Value
  Net
Asset
Value
  Net
Asset
Value
  Maximum
Offering Price
  Russell 1000®
Value Index1
  Russell 3000®
Value Index2
  Lipper
Large-Cap
Value Funds
Index3
  Lipper
Multi-Cap
Value Funds
Index4
 

One Year

   

39.66

%

   

39.83

%

   

39.88

%

   

31.86

%

   

39.32

%

   

40.71

%

   

39.82

%

   

45.55

%

 

Five Year

   

9.91

%

   

10.01

%

   

9.71

%

   

8.41

%

   

11.41

%

   

11.43

%

   

12.86

%

   

10.82

%

 

Ten Year

   

10.35

%

   

10.47

%

   

10.06

%

   

9.41

%

   

12.08

%

   

11.98

%

   

12.05

%

   

10.82

%

 

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 ("MOP") figures reflect a maximum sales charge of 5.75% 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 Value Fund — Growth of $10,000

1The Russell 1000® Value Index is made of about 1,000 of the largest companies in the U.S. equity market. It represents top companies by market capitalization. It's made up of about 90% of the total market capitalization of all U.S. stocks. It is not possible to invest directly in an index. 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 Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the unmanaged Russell 1000® Value or the unmanaged Russell 2000® Value indexes. 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 Lipper Large-Cap Value Funds Index tracks the total return performance of funds within the Lipper Large-Cap Value Funds category. 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.

4The Lipper Multi-Cap Value Funds Index tracks the total return performance of funds within the Lipper Multi-Cap Value Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Value Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

July 31, 2021

(% of Net Assets)

JPMorgan Chase & Co.

   

2.2

%

 

Alphabet, Inc. Class A

   

2.0

%

 

Johnson & Johnson

   

2.0

%

 

Cboe Global Markets, Inc.

   

1.8

%

 

Citigroup, Inc.

   

1.7

%

 

Exelon Corp.

   

1.6

%

 

Keurig Dr Pepper, Inc.

   

1.6

%

 

Hill-Rom Holdings, Inc.

   

1.6

%

 

Sealed Air Corp.

   

1.5

%

 

Mondelez International, Inc. Class A

   

1.5

%

 

Sector Allocation*

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Value Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (99.0%)

 

Communication Services (6.5%):

 

Alphabet, Inc. Class A (a)

   

8,340

   

$

22,473

   

AT&T, Inc.

   

233,667

     

6,554

   

Comcast Corp. Class A

   

127,427

     

7,496

   

DISH Network Corp. Class A (a)

   

71,143

     

2,980

   

Electronic Arts, Inc.

   

27,098

     

3,901

   

Facebook, Inc. Class A (a)

   

40,500

     

14,430

   

Fox Corp. Class A

   

40,771

     

1,454

   

Liberty Media Corp.-Liberty SiriusXM Class C (a)

   

29,419

     

1,359

   

Omnicom Group, Inc.

   

40,672

     

2,962

   

Verizon Communications, Inc.

   

137,885

     

7,692

   
     

71,301

   

Consumer Discretionary (7.5%):

 

Best Buy Co., Inc.

   

36,460

     

4,096

   

Dick's Sporting Goods, Inc. (b)

   

36,434

     

3,794

   

Dollar Tree, Inc. (a)

   

75,500

     

7,534

   

eBay, Inc.

   

45,589

     

3,110

   

Ford Motor Co. (a)

   

236,580

     

3,300

   

General Motors Co. (a)

   

197,262

     

11,213

   

Gentex Corp.

   

59,489

     

2,024

   

Lennar Corp. Class A

   

21,851

     

2,298

   

LKQ Corp. (a)

   

236,207

     

11,988

   

Magna International, Inc.

   

29,900

     

2,507

   

O'Reilly Automotive, Inc. (a)

   

6,139

     

3,707

   

Polaris, Inc.

   

23,771

     

3,116

   

PulteGroup, Inc.

   

64,297

     

3,528

   

Qurate Retail, Inc. Class A

   

119,662

     

1,419

   

Target Corp.

   

22,835

     

5,961

   

The Home Depot, Inc.

   

10,914

     

3,582

   

Tractor Supply Co.

   

13,349

     

2,415

   

Ulta Beauty, Inc. (a)

   

7,107

     

2,387

   

Yum! Brands, Inc.

   

45,121

     

5,928

   
     

83,907

   

Consumer Staples (7.0%):

 

Altria Group, Inc.

   

114,654

     

5,508

   

Colgate-Palmolive Co.

   

45,469

     

3,615

   

General Mills, Inc.

   

42,032

     

2,474

   

Herbalife Nutrition Ltd. (a)

   

46,316

     

2,359

   

Keurig Dr Pepper, Inc.

   

498,792

     

17,562

   

Mondelez International, Inc. Class A

   

259,600

     

16,422

   

Nu Skin Enterprises, Inc. Class A

   

34,892

     

1,873

   

Philip Morris International, Inc.

   

68,794

     

6,886

   

Pilgrim's Pride Corp. (a)

   

63,533

     

1,407

   

Sprouts Farmers Market, Inc. (a)

   

79,823

     

1,962

   

The Hershey Co.

   

14,456

     

2,586

   

The Kroger Co.

   

102,404

     

4,168

   

The Procter & Gamble Co.

   

27,156

     

3,862

   

See notes to financial statements.


8


USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Tyson Foods, Inc. Class A

   

44,410

   

$

3,174

   

Walmart, Inc.

   

21,700

     

3,093

   
     

76,951

   

Energy (5.0%):

 

Cabot Oil & Gas Corp.

   

117,711

     

1,883

   

Chevron Corp.

   

67,990

     

6,922

   

ConocoPhillips

   

94,537

     

5,300

   

Enterprise Products Partners LP

   

435,824

     

9,837

   

EOG Resources, Inc.

   

44,619

     

3,251

   

Exxon Mobil Corp.

   

92,023

     

5,298

   

Hess Corp.

   

111,200

     

8,500

   

Phillips 66

   

32,384

     

2,378

   

Pioneer Natural Resources Co.

   

49,700

     

7,225

   

Valero Energy Corp.

   

63,300

     

4,239

   
     

54,833

   

Financials (21.5%):

 

Aflac, Inc.

   

290,179

     

15,961

   

American Financial Group, Inc.

   

19,112

     

2,417

   

Ameriprise Financial, Inc.

   

20,629

     

5,313

   

Bank of America Corp.

   

179,400

     

6,882

   

Berkshire Hathaway, Inc. Class B (a)

   

28,310

     

7,878

   

Capital One Financial Corp.

   

30,846

     

4,988

   

Cboe Global Markets, Inc.

   

169,700

     

20,104

   

Citigroup, Inc.

   

275,757

     

18,646

   

Comerica, Inc.

   

221,000

     

15,175

   

Discover Financial Services

   

113,838

     

14,152

   

Everest Re Group Ltd.

   

9,313

     

2,355

   

Fifth Third Bancorp

   

99,100

     

3,596

   

JPMorgan Chase & Co.

   

162,671

     

24,691

   

KeyCorp

   

786,433

     

15,462

   

LPL Financial Holdings, Inc.

   

26,466

     

3,733

   

M&T Bank Corp.

   

16,251

     

2,175

   

MetLife, Inc.

   

95,587

     

5,515

   

MGIC Investment Corp.

   

252,208

     

3,491

   

OneMain Holdings, Inc.

   

39,530

     

2,411

   

Primerica, Inc.

   

9,930

     

1,452

   

Principal Financial Group, Inc.

   

55,164

     

3,427

   

Regions Financial Corp.

   

239,560

     

4,612

   

RenaissanceRe Holdings Ltd.

   

68,298

     

10,428

   

S&P Global, Inc.

   

12,491

     

5,355

   

SVB Financial Group (a)

   

4,643

     

2,553

   

Synchrony Financial

   

78,157

     

3,675

   

The Allstate Corp.

   

47,859

     

6,224

   

U.S. Bancorp

   

249,800

     

13,874

   

Voya Financial, Inc.

   

98,800

     

6,363

   

Wells Fargo & Co.

   

101,598

     

4,667

   
     

237,575

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Health Care (16.1%):

 

AbbVie, Inc.

   

65,394

   

$

7,605

   

Amgen, Inc.

   

11,080

     

2,676

   

Anthem, Inc.

   

10,560

     

4,055

   

Biogen, Inc. (a)

   

11,869

     

3,878

   

Bristol-Myers Squibb Co.

   

39,905

     

2,708

   

Cerner Corp.

   

15,349

     

1,234

   

Cigna Corp.

   

67,856

     

15,573

   

CVS Health Corp.

   

62,635

     

5,159

   

Gilead Sciences, Inc.

   

19,299

     

1,318

   

HCA Healthcare, Inc.

   

18,866

     

4,683

   

Hill-Rom Holdings, Inc.

   

126,400

     

17,501

   

Hologic, Inc. (a)

   

53,153

     

3,989

   

Humana, Inc.

   

32,824

     

13,978

   

Jazz Pharmaceuticals PLC (a)

   

15,430

     

2,616

   

Johnson & Johnson

   

125,623

     

21,632

   

Laboratory Corp. of America Holdings (a)

   

14,403

     

4,265

   

McKesson Corp.

   

14,804

     

3,017

   

Medtronic PLC

   

117,608

     

15,443

   

Merck & Co., Inc.

   

88,213

     

6,781

   

Organon & Co. (a)

   

4,088

     

119

   

Pfizer, Inc.

   

144,287

     

6,177

   

Quest Diagnostics, Inc.

   

71,197

     

10,095

   

Thermo Fisher Scientific, Inc.

   

4,446

     

2,401

   

UnitedHealth Group, Inc.

   

39,475

     

16,273

   

Universal Health Services, Inc. Class B

   

15,010

     

2,408

   

Zoetis, Inc.

   

17,863

     

3,621

   
     

179,205

   

Industrials (11.2%):

 

3M Co.

   

49,350

     

9,769

   

Caterpillar, Inc.

   

12,538

     

2,592

   

Cintas Corp.

   

8,270

     

3,260

   

Cummins, Inc.

   

25,693

     

5,963

   

Eaton Corp. PLC

   

42,411

     

6,703

   

Emerson Electric Co.

   

59,802

     

6,034

   

Fastenal Co.

   

65,909

     

3,609

   

Graco, Inc.

   

27,727

     

2,165

   

GrafTech International Ltd.

   

146,040

     

1,660

   

Honeywell International, Inc.

   

33,309

     

7,787

   

Huntington Ingalls Industries, Inc.

   

13,706

     

2,812

   

Johnson Controls International PLC

   

119,500

     

8,534

   

L3Harris Technologies, Inc.

   

21,800

     

4,943

   

ManpowerGroup, Inc.

   

22,005

     

2,609

   

Masco Corp.

   

90,242

     

5,388

   

MSC Industrial Direct Co., Inc.

   

20,641

     

1,841

   

Otis Worldwide Corp.

   

49,265

     

4,412

   

Parker-Hannifin Corp.

   

21,000

     

6,553

   

Raytheon Technologies Corp.

   

70,067

     

6,092

   

Robert Half International, Inc.

   

39,647

     

3,894

   

Sensata Technologies Holding PLC (a)

   

135,200

     

7,925

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Union Pacific Corp.

   

50,116

   

$

10,963

   

United Parcel Service, Inc. Class B

   

19,423

     

3,717

   

W.W. Grainger, Inc.

   

7,321

     

3,255

   
     

122,480

   

Information Technology (10.6%):

 

Amdocs Ltd.

   

35,062

     

2,704

   

Broadcom, Inc.

   

6,969

     

3,383

   

CACI International, Inc. Class A (a)

   

10,419

     

2,781

   

CDW Corp.

   

20,289

     

3,720

   

Cisco Systems, Inc.

   

163,677

     

9,062

   

Citrix Systems, Inc.

   

22,217

     

2,238

   

Dell Technologies, Inc. Class C (a)

   

27,908

     

2,696

   

Euronet Worldwide, Inc. (a)

   

91,800

     

13,112

   

Fidelity National Information Services, Inc.

   

58,600

     

8,734

   

FleetCor Technologies, Inc. (a)

   

43,600

     

11,258

   

Fortinet, Inc. (a)

   

13,404

     

3,649

   

HP, Inc.

   

162,130

     

4,681

   

Intel Corp.

   

143,611

     

7,715

   

International Business Machines Corp.

   

12,839

     

1,810

   

Leidos Holdings, Inc.

   

75,491

     

8,034

   

Lumentum Holdings, Inc. (a)

   

37,987

     

3,191

   

Micron Technology, Inc. (a)

   

53,688

     

4,165

   

NetApp, Inc.

   

32,164

     

2,560

   

Oracle Corp.

   

65,212

     

5,683

   

Qorvo, Inc. (a)

   

17,198

     

3,261

   

Skyworks Solutions, Inc.

   

19,942

     

3,679

   

Texas Instruments, Inc.

   

19,611

     

3,738

   

The Western Union Co.

   

82,594

     

1,917

   

Ubiquiti, Inc.

   

4,852

     

1,519

   

Vontier Corp.

   

55,738

     

1,803

   

Zebra Technologies Corp. (a)

   

4,731

     

2,614

   
     

119,707

   

Materials (5.2%):

 

Celanese Corp.

   

22,107

     

3,444

   

Dow, Inc.

   

40,321

     

2,506

   

Eastman Chemical Co.

   

23,300

     

2,626

   

Ferroglobe PLC (a) (c) (d)

   

545,600

     

(e)

 

Freeport-McMoRan, Inc.

   

121,600

     

4,632

   

Huntsman Corp.

   

108,671

     

2,870

   

LyondellBasell Industries NV Class A

   

40,264

     

3,999

   

Nucor Corp.

   

39,537

     

4,113

   

PPG Industries, Inc.

   

29,049

     

4,750

   

Reliance Steel & Aluminum Co.

   

18,286

     

2,874

   

Sealed Air Corp.

   

298,929

     

16,964

   

Vale SA, ADR

   

428,600

     

9,009

   
     

57,787

   

Real Estate (3.5%):

 

Alexandria Real Estate Equities, Inc.

   

13,419

     

2,702

   

AvalonBay Communities, Inc.

   

14,037

     

3,198

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Brixmor Property Group, Inc.

   

104,570

   

$

2,407

   

Gaming and Leisure Properties, Inc.

   

47,929

     

2,269

   

Healthpeak Properties, Inc.

   

69,118

     

2,555

   

Host Hotels & Resorts, Inc. (a)

   

702,300

     

11,188

   

Prologis, Inc.

   

50,515

     

6,468

   

Realty Income Corp.

   

36,593

     

2,572

   

Ventas, Inc.

   

54,737

     

3,272

   

VICI Properties, Inc. (b)

   

67,445

     

2,104

   
     

38,735

   

Utilities (4.9%):

 

Evergy, Inc.

   

43,728

     

2,852

   

Exelon Corp.

   

381,941

     

17,875

   

FirstEnergy Corp.

   

111,360

     

4,267

   

NRG Energy, Inc.

   

80,833

     

3,334

   

PPL Corp.

   

132,334

     

3,754

   

The AES Corp.

   

143,827

     

3,409

   

UGI Corp.

   

72,572

     

3,338

   

Vistra Corp.

   

775,586

     

14,852

   
     

53,681

   

Total Common Stocks (Cost $855,918)

   

1,096,162

   

Collateral for Securities Loaned^ (0.5%)

 

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

   

5,437,223

     

5,437

   

Total Collateral for Securities Loaned (Cost $5,437)

   

5,437

   

Total Investments (Cost $861,355) — 99.5%

   

1,101,599

   

Other assets in excess of liabilities — 0.5%

   

5,131

   

NET ASSETS — 100.00%

 

$

1,106,730

   

At July 31, 2021, the Fund's investments in foreign securities were 5.3% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of net assets as of July 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of July 31, 2021, illiquid securities were 0.0% of net assets.

(e)  Rounds to less than $1 thousand.

(f)  Rate disclosed is the daily yield on July 31, 2021.

ADR — American Depositary Receipt

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.


12


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA
Value Fund
 

Assets:

 

Investments, at value (Cost $861,355)

 

$

1,101,599

(a)

 

Cash

   

9,153

   

Receivables:

 

Interest and dividends

   

1,204

   

Capital shares issued

   

175

   

Investments sold

   

1,255

   

Prepaid expenses

   

24

   

Total Assets

   

1,113,410

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

5,437

   

Capital shares redeemed

   

325

   

Accrued expenses and other payables:

 

Investment advisory fees

   

621

   

Administration fees

   

129

   

Custodian fees

   

8

   

Transfer agent fees

   

94

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

64

   

Total Liabilities

   

6,680

   

Net Assets:

 

Capital

   

852,832

   

Total accumulated earnings/(loss)

   

253,898

   

Net Assets

 

$

1,106,730

   

Net Assets

 

Fund Shares

 

$

833,149

   

Institutional Shares

   

273,446

   

Class A

   

135

   

Total

 

$

1,106,730

   

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

 

Fund Shares

   

44,675

   

Institutional Shares

   

14,649

   

Class A

   

7

   

Total

   

59,331

   

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

 

Fund Shares

 

$

18.65

   

Institutional Shares

   

18.67

   

Class A

   

18.59

   

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
 

$

19.72

   

(a)  Includes $5,275 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 July 31, 2021
 

(Amounts in Thousands)  

    USAA
Value Fund
 

Investment Income:

 

Dividends

 

$

22,881

   

Interest

   

2

   

Securities lending (net of fees)

   

37

   

Foreign tax withholding

   

(24

)

 

Total Income

   

22,896

   

Expenses:

 

Investment advisory fees

   

6,304

   

Administration fees — Fund Shares

   

1,163

   

Administration fees — Institutional Shares

   

255

   

Administration fees — Class A

   

8

   

Sub-Administration fees

   

56

   
12b-1 fees — Class A    

13

   

Custodian fees

   

50

   

Transfer agent fees — Fund Shares

   

920

   

Transfer agent fees — Institutional Shares

   

255

   

Transfer agent fees — Class A

   

5

   

Trustees' fees

   

57

   

Compliance fees

   

7

   

Legal and audit fees

   

61

   

State registration and filing fees

   

69

   

Interfund lending fees

   

(a)

 

Other expenses

   

108

   

Recoupment of prior expenses waived/reimbursed by Adviser

   

40

   

Total Expenses

   

9,371

   

Expenses waived/reimbursed by Adviser

   

(32

)

 

Net Expenses

   

9,339

   

Net Investment Income (Loss)

   

13,557

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

98,636

   

Net change in unrealized appreciation/depreciation on investment securities

   

231,402

   

Net realized/unrealized gains (losses) on investments

   

330,038

   

Change in net assets resulting from operations

 

$

343,595

   

(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 Value Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

13,557

   

$

18,066

   

Net realized gains (losses) from investments

   

98,636

     

(94,069

)

 
Net change in unrealized appreciation/depreciation on
investments
   

231,402

     

(37,230

)

 

Change in net assets resulting from operations

   

343,595

     

(113,233

)

 

Distributions to Shareholders:

 

Fund Shares

   

(11,994

)

   

(220,280

)

 

Institutional Shares

   

(4,219

)

   

(61,101

)

 

Class A

   

(98

)

   

(2,057

)

 

Change in net assets resulting from distributions to shareholders

   

(16,311

)

   

(283,438

)

 

Change in net assets resulting from capital transactions

   

(153,593

)

   

157,881

   

Change in net assets

   

173,691

     

(238,790

)

 

Net Assets:

 

Beginning of period

   

933,039

     

1,171,829

   

End of period

 

$

1,106,730

   

$

933,039

   

(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 Value Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

54,246

   

$

51,191

   

Distributions reinvested

   

11,845

     

217,411

   

Cost of shares redeemed

   

(188,167

)

   

(192,266

)

 

Total Fund Shares

 

$

(122,076

)

 

$

76,336

   

Institutional Shares

 

Proceeds from shares issued

 

$

8,135

   

$

64,583

   

Distributions reinvested

   

4,219

     

61,090

   

Cost of shares redeemed

   

(35,937

)

   

(44,124

)

 

Total Institutional Shares

 

$

(23,583

)

 

$

81,549

   

Class A

 

Proceeds from shares issued

 

$

30

   

$

32

   

Distributions reinvested

   

1

     

26

   

Cost of shares redeemed

   

(7,965

)

   

(62

)

 

Total Class A

 

$

(7,934

)

 

$

(4

)

 

Change in net assets resulting from capital transactions

 

$

(153,593

)

 

$

157,881

   

Share Transactions:

 

Fund Shares

 

Issued

   

3,277

     

3,376

   

Reinvested

   

770

     

13,458

   

Redeemed

   

(11,798

)

   

(13,085

)

 

Total Fund Shares

   

(7,751

)

   

3,749

   

Institutional Shares

 

Issued

   

523

     

3,808

   

Reinvested

   

274

     

3,777

   

Redeemed

   

(2,041

)

   

(3,213

)

 

Total Institutional Shares

   

(1,244

)

   

4,372

   

Class A

 

Issued

   

2

     

2

   

Reinvested

   

(a)

   

2

   

Redeemed

   

(442

)

   

(5

)

 

Total Class A

   

(440

)

   

(1

)

 

Change in Shares

   

(9,435

)

   

8,120

   

(a)  Rounds to less than 1 thousand shares.

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 Value Fund

 

Fund Shares

 
Year Ended:
July 31, 2021
 

$

13.57

     

0.21

(b)

   

5.12

     

5.33

     

(0.19

)

   

(0.06

)

 

July 31, 2020

 

$

19.32

     

0.26

(b)

   

(1.39

)

   

(1.13

)

   

(0.21

)

   

(4.41

)

 

July 31, 2019

 

$

22.01

     

0.25

     

(0.54

)

   

(0.29

)

   

(0.24

)

   

(2.16

)

 

July 31, 2018

 

$

21.55

     

0.21

     

1.84

     

2.05

     

(0.21

)

   

(1.38

)

 

July 31, 2017

 

$

19.41

     

0.27

     

2.74

     

3.01

     

(0.29

)

   

(0.58

)

 

Institutional Shares

 
Year Ended:
July 31, 2021
 

$

13.58

     

0.22

(b)

   

5.13

     

5.35

     

(0.20

)

   

(0.06

)

 

July 31, 2020

 

$

19.33

     

0.27

(b)

   

(1.39

)

   

(1.12

)

   

(0.22

)

   

(4.41

)

 

July 31, 2019

 

$

22.00

     

0.28

(b)

   

(0.55

)

   

(0.27

)

   

(0.24

)

   

(2.16

)

 

July 31, 2018

 

$

21.54

     

0.23

     

1.84

     

2.07

     

(0.23

)

   

(1.38

)

 

July 31, 2017

 

$

19.40

     

0.30

     

2.73

     

3.03

     

(0.31

)

   

(0.58

)

 

Class A

 
Year Ended:
July 31, 2021
 

$

13.48

     

0.16

(b)

   

5.17

     

5.33

     

(0.16

)

   

(0.06

)

 

July 31, 2020

 

$

19.24

     

0.23

(b)

   

(1.39

)

   

(1.16

)

   

(0.19

)

   

(4.41

)

 

July 31, 2019

 

$

21.91

     

0.20

     

(0.55

)

   

(0.35

)

   

(0.16

)

   

(2.16

)

 

July 31, 2018

 

$

21.46

     

0.15

     

1.83

     

1.98

     

(0.15

)

   

(1.38

)

 

July 31, 2017

 

$

19.32

     

0.23

     

2.72

     

2.95

     

(0.23

)

   

(0.58

)

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

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

(e)  Prior to December 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Class A to 1.30% of Class A average daily net assets.

(f)  Effective December 1, 2016, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.30% of the Class A average daily net assets.

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
  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 Value Fund

 

Fund Shares

 
Year Ended:
July 31, 2021
   

(0.25

)

 

$

18.65

     

39.66

%

   

0.92

%

   

1.29

%

   

0.92

%

 

$

833,149

     

55

%

 

July 31, 2020

   

(4.62

)

 

$

13.57

     

(9.43

)%

   

0.96

%

   

1.69

%

   

0.97

%

 

$

711,182

     

74

%

 

July 31, 2019

   

(2.40

)

 

$

19.32

     

(0.11

)%

   

0.96

%

   

1.35

%

   

0.96

%

 

$

940,515

     

108

%(c)

 

July 31, 2018

   

(1.59

)

 

$

22.01

     

9.69

%

   

0.99

%

   

1.10

%

   

0.99

%

 

$

1,007,712

     

29

%

 

July 31, 2017

   

(0.87

)

 

$

21.55

     

15.72

%

   

1.08

%(d)

   

1.37

%

   

1.08

%(d)

 

$

936,630

     

27

%

 

Institutional Shares

 
Year Ended:
July 31, 2021
   

(0.26

)

 

$

18.67

     

39.83

%

   

0.84

%

   

1.36

%

   

0.85

%

 

$

273,446

     

55

%

 

July 31, 2020

   

(4.63

)

 

$

13.58

     

(9.40

)%

   

0.88

%

   

1.75

%

   

0.89

%

 

$

215,830

     

74

%

 

July 31, 2019

   

(2.40

)

 

$

19.33

     

(0.02

)%

   

0.88

%

   

1.42

%

   

0.88

%

 

$

222,701

     

108

%(c)

 

July 31, 2018

   

(1.61

)

 

$

22.00

     

9.79

%

   

0.91

%

   

1.18

%

   

0.91

%

 

$

640,281

     

29

%

 

July 31, 2017

   

(0.89

)

 

$

21.54

     

15.86

%

   

0.98

%(d)

   

1.48

%

   

0.98

%(d)

 

$

591,384

     

27

%

 

Class A

 
Year Ended:
July 31, 2021
   

(0.22

)

 

$

18.59

     

39.88

%

   

1.21

%

   

1.02

%

   

1.65

%

 

$

135

     

55

%

 

July 31, 2020

   

(4.60

)

 

$

13.48

     

(9.66

)%

   

1.21

%

   

1.45

%

   

1.21

%

 

$

6,027

     

74

%

 

July 31, 2019

   

(2.32

)

 

$

19.24

     

(0.44

)%

   

1.27

%(e)

   

1.03

%

   

1.31

%

 

$

8,613

     

108

%(c)

 

July 31, 2018

   

(1.53

)

 

$

21.91

     

9.41

%

   

1.30

%

   

0.79

%

   

1.30

%

 

$

9,807

     

29

%

 

July 31, 2017

   

(0.81

)

 

$

21.46

     

15.46

%

   

1.33

%(d)(f)

   

1.13

%

   

1.38

%(d)

 

$

9,626

     

27

%

 

See notes to financial statements.


19


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Value Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,096,162

   

$

   

$

(a)

 

$

1,096,162

   

Collateral for Securities Loaned

   

5,437

     

     

     

5,437

   

Total

 

$

1,101,599

   

$

   

$

(a)

 

$

1,101,599

   

(a)  Zero market value security

As of July 31, 2021, there were no significant Level 3 holdings in the fair value hierarchy.

For the year ended July 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:

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


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

amortization of premiums or accretion of discounts. 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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

5,275

   

$

   

$

5,437

   

Federal Income Taxes:

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

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

Allocations:

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


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, were as follows for the Fund (amounts in thousands):


  Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

563,628

   

$

718,655

   

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 July 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

   

1.0

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

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

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


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 the 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 Multi-Cap Value Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance fees were $(332), $(94), and $(3) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.04)%, and (0.06)% 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 July 31, 2021, the Fund had no subadvisers.

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 an administrative and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended July 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 July 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 July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.96%, 0.88%, and 1.27% 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 (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


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 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 July 31, 2021.

Expires
2023
  Expires
2024
 

Total

 
$

78

   

$

32

   

$

110

   

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 July 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.

Investment Style Risk — The Fund uses a value-oriented investment strategy to select investments. The strategy may be out of favor or may not produce the intended results over short or longer time periods. The strategy may, at times, substantially underperform funds that utilize other investment strategies, such as growth.

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

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

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29,


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

2,551

     

5

     

0.59

%

 

$

2,787

   

*  For the year ended July 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 July 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

   

Year Ended July 31, 2021

 

Year Ended July 31, 2020

 

  Distributions
paid from
 
 

Distributions paid from

 
 
 
 
 
 
Ordinary
Income
  Total
Distributions
Paid
 
Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 
       

$

16,311

   

$

16,311

   

$

18,889

   

$

264,549

   

$

283,438

   

As of July 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)
 
$

8,103

   

$

16,467

   

$

(2

)

 

$

24,568

   

$

229,330

   

$

253,898

   

*  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 partnership.

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

During the tax year ended July 31, 2021, the Fund utilized $80,366 thousand of short-term capital loss carryforwards.

As of July 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)
 
       

$

872,269

   

$

251,764

   

$

(22,434

)

 

$

229,330

   


28


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Value Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


29


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


30


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


31


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


32


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


33


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


34


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


35


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,201.70

   

$

1,020.23

   

$

5.02

   

$

4.61

     

0.92

%

 

Institutional Shares

   

1,000.00

     

1,202.20

     

1,020.63

     

4.59

     

4.21

     

0.84

%

 

Class A

   

1,000.00

     

1,205.60

     

1,018.89

     

6.51

     

5.96

     

1.19

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


36


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021:





  Dividends
Received
Deduction
(corporate
shareholders)
  Qualified
Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest Income
 
         

96

%

   

53

%

    3

%

 


37


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.


38


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  

40846-0921


JULY 31, 2021

Annual Report

USAA Income 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 Capital 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

    43    

Statement of Operations

    44    

Statements of Changes in Net Assets

    45    

Financial Highlights

    48    

Notes to Financial Statements

   

50

   
Report of Independent
Registered Public Accounting Firm
   

62

   

Supplemental Information (Unaudited)

   

63

   

Trustees' and Officers' Information

    63    

Proxy Voting and Portfolio Holdings Information

    69    

Expense Examples

    69    

Additional Federal Income Tax Information

    70    

Liquidity Risk Management Program

    71    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past

2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust

3


USAA Mutual Funds Trust

USAA Income Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Unprecedented is a word that has been used quite a bit over the last year or so. Never in the history of the United States (and most, if not all, of the world for that matter) has most of the country's economy been put into a self-imposed shut down. The COVID-19 pandemic was the reason for this self-imposed shutdown, which led to unprecedented economic results. For example, at its low point, U.S. employment shrank by almost 21 million people in one month alone. The pre-COVID-19 unemployment rate jumped from a very low 3.5% to a high of 14.8%, all in a matter of two months. Similarly, real GDP saw a collapse of -31.2% in the second quarter of 2020. While these numbers are unprecedented, there was other human and economic damage that stemmed from the pandemic, including bankruptcies (both business and personal), deferred health care, and other human tragedies that are difficult, if not impossible, to measure.

Thankfully, the United States and the world are beginning to emerge from this unprecedented tragedy. Most states have lifted their lockdowns, and life has begun returning to normal. The economy started adding jobs in May 2020, but still remains about five million jobs short of the jobs that were lost during the pandemic, but we are seeing progress every month. Likewise, GDP jumped 33.8% in the third quarter of 2020, and has been relatively strong since. One result of returning to normal, however, has been a surge in inflation.

Higher inflation was a trigger that led to the recent increase in interest rates, causing the yield curve to steepen, especially in the one year and longer part of the Treasury curve, as the market began pricing in increases in the short term Federal Funds rate. The widely followed Consumer Price Index ("CPI") began showing the effects of the economy getting back to normal in March 2021, as CPI posted a 2.6% increase, and then a string of higher monthly numbers: 4.2%, 5%, 5.40%, and 5.40% from April through July 2021, respectively. While these rates are higher than they have been, this increase is likely transitory, as most of the increase has been in used car prices, gasoline, and rents, demand for which was suppressed during the pandemic. In fact, if we take the average monthly CPI from March 2020 through July 2021 (to account for lower CPI during the pandemic), the average is 2.1%, which is just slightly over the 2019 average monthly CPI of 1.82%.

Credit spreads spiked in March 2020 and hit their high point at 373 basis points ("bps"), but decreased relatively quickly during the year. They are now lower than pre-pandemic spreads: the Bloomberg U.S. Aggregate Investment Grade Corporate Index option adjusted spread was 93 bps at December 31, 2019, and ended July 2021 at 86 bps. Year over year by ratings, AAA, AA, A, and BBB spreads fell by 13, 29, 31, and 66 bps, respectively. High-yield spreads decreased by 195 bps. (Spreads generally are considered an indication of risk; the wider the spread, the greater the perceived risk.)

No doubt, the unprecedented stimulus from the federal and state governments, in the form of direct payments to consumers and businesses (funded by unprecedented borrowing), helped calm markets and allowed out of work employees to manage for a time without a paycheck. Likewise, the U.S. Federal Reserve (the "Fed") corporate bond

4


USAA Mutual Funds Trust

USAA Income Fund (continued)

Managers' Commentary (continued)

buying programs and effectively zero short term interest rates helped the credit markets stay open. Many corporations took advantage of cheap funding and borrowed heavily to have adequate cash to help survive the lockdowns.

For its part, the Fed appears committed to an effectively zero Federal Funds rate for the near term, indicating no increases until 2023. Although Treasury rates have recently risen and the yield curve has steepened, rates remain below year end 2019 by 152 bps at the short end of the curve, 68 bps for the 10 year, and by 50 bps at the long end.

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

The Fund has five share classes: Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares had total returns of 3.75%, 3.80%, 3.50%, 2.73%, and 3.90%, respectively. This compares to returns of -0.70% for the Bloomberg U.S. Aggregate Bond Index (the "Index") and 1.86% for the Lipper A Rated Bond Funds Index.

•  What strategies did you employ during the reporting period?

The Fund outperformed the Index over the past year as asset allocation and security selection within the Fund contributed significantly to performance.

Relative to the Index, the Fund was helped by its allocation to, and security selection within, corporate bonds. Within corporate bonds, the Fund benefited from investments in banking, life insurance, energy, airlines, metals and mining and healthcare. The Fund also benefited from investments in taxable municipal securities and asset-backed securities, many of which we purchased when the markets were disrupted due to COVID-19. An underweight to U.S. Treasury securities and 30-year agency residential mortgage-backed securities also benefited performance as these asset types had negative overall returns during the reporting period unlike most other asset types within the fixed income index. The Fund's holdings of agency commercial mortgage-backed securities and cash detracted slightly from performance. We continued to adhere to our disciplined investment approach, which is to maintain an attractive yield with an acceptable level of risk. From a credit risk perspective, our higher exposure relative to the Index in single-A, BBB, and high yield bonds contributed most to performance.

To identify attractive investment opportunities, we worked with our in-house team of credit analysts, continuing to build the portfolio bond-by-bond, through fundamental bottom-up analysis. We seek ideas where our fundamental understanding of the credit risk is different than the market. This approach, we believe, will generate total returns that may outperform our peers over the long run, with less volatility. Our credit analysts review all securities considered for purchase and assign their own independent credit rating. As always, they continuously monitor every holding in the Fund. We are committed to building a portfolio diversified among multiple asset classes and across many issuers. To minimize the Fund's exposure to potential surprises, we limit the positions we take in any one issuer.

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

5


USAA Mutual Funds Trust

USAA Income Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

    Fund
Shares
  Institutional
Shares
 

Class A

 

Class C

  R6
Shares
         

INCEPTION DATE

 

3/4/74

 

8/1/08

 

8/2/10

 

6/29/20

 

12/1/16

         
    Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Bloomberg
U.S.
Aggregate
Bond Index1
  Lipper A
Rated Bond
Funds Index2
 

One Year

   

3.75

%

   

3.80

%

   

3.50

%

   

1.18

%

   

2.73

%

   

1.74

%

   

3.90

%

   

–0.70

%

   

1.86

%

 

Five Year

   

4.40

%

   

4.47

%

   

4.17

%

   

3.70

%

   

NA

     

NA

     

NA

     

3.13

%

   

5.02

%

 

Ten Year

   

4.38

%

   

4.46

%

   

4.11

%

   

3.88

%

   

NA

     

NA

     

NA

     

3.35

%

   

4.93

%

 
Since
Inception
   

NA

     

NA

     

NA

     

NA

     

4.52

%

   

4.52

%

   

5.60

%

   

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 ("MOP") figures reflect a maximum sales charge of 2.25% for Class A. Class C is not subject to an initial sales charge, but is subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. 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 Income Fund — Growth of $10,000

1The Bloomberg U.S. Aggregate Bond Index covers the U.S. investment-grade rated 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. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The Lipper A Rated Bond Funds Index tracks the total return performance of funds within the Lipper Corporate Debt Funds A Rated category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Income Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks maximum current income without undue risk to principal.

Asset Allocation*:

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Income Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (6.1%)

 
AmeriCredit Automobile Receivables Trust, Series 2017-4, Class D,
3.08%, 12/18/23, Callable 5/18/22 @ 100
 

$

1,921

   

$

1,960

   
AmeriCredit Automobile Receivables Trust, Series 2017-4, Class C,
2.60%, 9/18/23, Callable 5/18/22 @ 100
   

3,929

     

3,956

   
AmeriCredit Automobile Receivables Trust, Series 2018-2, Class C,
3.59%, 6/18/24, Callable 11/18/22 @ 100
   

4,000

     

4,103

   
ARI Fleet Lease Trust, Series 2020-A, Class A3, 1.80%, 8/15/28,
Callable 1/15/23 @ 100 (a)
   

4,500

     

4,582

   
Avis Budget Rental Car Funding AESOP LLC, Series 2016-2A, Class B,
3.36%, 11/20/22, Callable 12/20/21 @ 100 (a)
   

4,000

     

4,019

   
Avis Budget Rental Car Funding AESOP LLC, Series 2018-2A, Class B,
4.27%, 3/20/25, Callable 4/20/24 @ 100 (a)
   

5,250

     

5,648

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-3A, Class B,
2.65%, 3/20/26, Callable 4/20/25 @ 100 (a)
   

12,500

     

13,059

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class B,
3.55%, 9/22/25, Callable 10/20/24 @ 100 (a)
   

7,500

     

8,008

   
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24,
Callable 5/20/23 @ 100 (a)
   

4,555

     

4,602

   
BCC Funding XVII LLC, Series 2020-1, Class A2, 0.91%, 8/20/25,
Callable 7/20/24 @ 100 (a)
   

1,875

     

1,881

   
California Republic Auto Receivables Trust, Series 2018-1, Class D,
4.33%, 4/15/25, Callable 9/15/22 @ 100
   

2,300

     

2,394

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class B,
3.63%, 1/19/24, Callable 3/19/22 @ 100 (a)
   

1,250

     

1,273

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class A4,
1.89%, 3/19/25, Callable 5/19/23 @ 100 (a)
   

6,067

     

6,206

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class B,
2.00%, 7/21/25, Callable 5/19/23 @ 100 (a)
   

2,000

     

2,050

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class C,
4.07%, 3/19/25, Callable 3/19/22 @ 100 (a)
   

1,590

     

1,623

   

CARDS II Trust, Series 2021-1A, Class A, 0.60%, 4/15/27 (a)

   

11,500

     

11,508

   
CarMax Auto Owner Trust, Series 2018-4, Class D, 4.15%, 4/15/25,
Callable 10/15/22 @ 100
   

1,470

     

1,529

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25,
Callable 8/15/23 @ 100
   

3,611

     

3,780

   
CarMax Auto Owner Trust, Series 2017-3, Class D, 3.46%, 10/16/23,
Callable 9/15/21 @ 100
   

2,000

     

2,007

   
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25,
Callable 8/15/23 @ 100
   

6,375

     

6,596

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24,
Callable 12/15/22 @ 100
   

1,924

     

2,006

   
CarNow Auto Receivables Trust, Series 2021-1A, Class A, 0.97%,
10/15/24, Callable 1/15/24 @ 100 (a)
   

3,293

     

3,296

   
Carvana Auto Receivables Trust, Series 2021-P2, Class B, 1.27%,
3/10/27, Callable 4/10/25 @ 100
   

9,000

     

9,098

   
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27,
Callable 7/14/24 @ 100 (a)
   

2,000

     

2,050

   
CF Hippolyta LLC, Series 2021-1A, Class A1, 1.53%, 3/15/61,
Callable 3/15/24 @ 100 (a)
   

2,991

     

3,043

   

See notes to financial statements.

8


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Chesapeake Funding LLC, Series 2018-2A, Class B, 3.52%, 8/15/30,
Callable 10/15/21 @ 100 (a)
 

$

6,000

   

$

6,037

   
Chesapeake Funding LLC, Series 2018-3A, Class C, 3.81%, 1/15/31,
Callable 10/15/22 @ 100 (a)
   

6,000

     

6,225

   
CIT Education Loan Trust, Series 2007-1, Class B, 0.45%
(LIBOR03M+30bps), 6/25/42, Callable 9/25/31 @ 100 (a) (b)
   

4,071

     

3,762

   
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27,
Callable 4/15/24 @ 100
   

1,100

     

1,147

   
CPS Auto Receivables Trust, Series 2019-C, Class C, 2.84%, 6/16/25,
Callable 12/15/22 @ 100 (a)
   

2,500

     

2,518

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class B, 2.39%,
4/16/29, Callable 2/15/24 @ 100 (a)
   

4,118

     

4,255

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%,
5/15/30, Callable 11/15/24 @ 100 (a)
   

2,327

     

2,339

   
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class B, 1.26%,
4/15/30, Callable 12/15/24 @ 100 (a)
   

5,885

     

5,905

   

Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%, 3/20/24 (a)

   

1,687

     

1,690

   
Dell Equipment Finance Trust, Series 2020-1, Class A3, 2.24%,
2/22/23, Callable 10/22/22 @ 100 (a)
   

3,000

     

3,051

   
Dell Equipment Finance Trust, Series 2020-1, Class B, 2.98%,
4/24/23, Callable 10/22/22 @ 100 (a)
   

1,550

     

1,595

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A,
1.76%, 4/15/49, Callable 9/20/25 @ 100 (a)
   

5,667

     

5,704

   
Encina Equipment Finance LLC, Series 2021-1A, Class A2,
0.74%, 12/15/26, Callable 4/15/24 @ 100 (a)
   

2,046

     

2,044

   
Enterprise Fleet Financing LLC, Series 2020-1, Class A3,
1.86%, 12/22/25 (a)
   

6,150

     

6,339

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B,
2.26%, 4/15/24, Callable 7/15/23 @ 100 (a)
   

4,215

     

4,232

   
Exeter Automobile Receivables Trust, Series 2020-2A, Class B,
2.08%, 7/15/24, Callable 9/15/23 @ 100 (a)
   

3,594

     

3,618

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D,
5.28%, 10/15/24, Callable 6/15/22 @ 100 (a)
   

8,000

     

8,249

   
ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable
1/25/23 @ 100 (a)
   

5,625

     

5,802

   
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%,
12/15/25, Callable 12/15/22 @ 100 (a)
   

4,463

     

4,568

   
First Investors Auto Owner Trust, Series 2018-2A, Class F, 7.31%,
9/15/25, Callable 8/15/22 @ 100 (a)
   

3,150

     

3,292

   
First Investors Auto Owner Trust, Series 2020-1A, Class B, 1.85%,
2/17/26, Callable 11/15/22 @ 100 (a)
   

3,880

     

3,920

   
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26,
Callable 8/15/23 @ 100 (a)
   

3,898

     

4,291

   
Flagship Credit Auto Trust, Series 2016-4, Class D, 3.89%, 11/15/22,
Callable 9/15/21 @ 100 (a)
   

4,316

     

4,331

   
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

14,314

     

14,976

   
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,333

     

5,566

   

See notes to financial statements.

9


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%,
8/15/31, Callable 2/15/25 @ 100 (a)
 

$

4,000

   

$

4,197

   
Foursight Capital Automobile Receivables Trust, Series 2021-1,
Class B, 0.87%, 1/15/26, Callable 11/15/24 @ 100 (a)
   

3,281

     

3,289

   
GLS Auto Receivables Issuer Trust, Series 2020-1A, Class B,
2.43%, 11/15/24, Callable 4/15/23 @ 100 (a)
   

2,775

     

2,825

   
GM Financial Consumer Automobile Receivables Trust, Series 2020-2,
Class B, 2.54%, 8/18/25, Callable 5/16/23 @ 100
   

1,500

     

1,561

   
Hertz Vehicle Financing III LP, Series 2021-2A, Class A,
1.68%, 12/27/27 (a)
   

9,000

     

9,122

   
Hertz Vehicle Financing III LP, Series 2021-2A, Class C,
2.52%, 12/27/27 (a)
   

3,667

     

3,723

   
Hertz Vehicle Financing LLC, Series 2021-1A, Class C,
2.05%, 12/26/25 (a)
   

2,000

     

2,018

   
HPEFS Equipment Trust, Series 2020-2A, Class B, 1.20%,
7/22/30, Callable 5/20/23 @ 100 (a)
   

8,333

     

8,411

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%,
9/20/29, Callable 6/20/22 @ 100 (a)
   

2,700

     

2,739

   
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%,
2/20/30, Callable 1/20/23 @ 100 (a)
   

3,846

     

3,902

   
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28,
Callable 7/20/24 @ 100 (a)
   

7,686

     

7,697

   

Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)

   

4,500

     

4,496

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/23/24 (a)

   

834

     

859

   

Master Credit Card Trust, Series 2021-1A, Class B, 0.79%, 11/21/25 (a)

   

1,615

     

1,613

   
MMAF Equipment Finance LLC, Series 2015-A, Class A5, 2.49%,
2/19/36, Callable 7/16/22 @ 100 (a)
   

1,557

     

1,566

   
MMAF Equipment Finance LLC, Series 2017-A, Class A5, 2.68%,
7/16/27, Callable 10/16/24 @ 100 (a)
   

2,750

     

2,812

   
MVW LLC, Series 2021-1WA, Class A, 1.14%, 1/22/41, Callable
12/20/28 @ 100 (a)
   

1,830

     

1,833

   
Navient Student Loan Trust, Series 2015-2, Class B, 1.59%
(LIBOR01M+150bps), 8/25/50, Callable 10/25/29 @ 100 (b)
   

3,000

     

2,984

   
Navient Student Loan Trust, Series 2018-2A, Class B, 1.24%
(LIBOR01M+115bps), 3/25/67, Callable 8/25/33 @ 100 (a) (b)
   

3,500

     

3,390

   
Nelnet Student Loan Trust, Series 2005-4, Class B, 0.41%
(LIBOR03M+28bps), 9/22/35, Callable 6/22/28 @ 100 (b)
   

1,000

     

907

   

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

   

5,486

     

5,479

   
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47,
Callable 10/20/27 @ 100 (a)
   

15,625

     

16,232

   
OSCAR U.S. Funding Trust IX LLC, Series 2018-2A, Class A4,
3.63%, 9/10/25 (a)
   

12,000

     

12,321

   
OSCAR U.S. Funding Trust LLC, Series 2018-1A, Class A4,
3.50%, 5/12/25 (a)
   

3,948

     

4,032

   
Progress Residential Trust, Series 2021-SFR6, Class B, 1.75%,
7/17/38, Callable 7/17/26 @ 100 (a)
   

3,938

     

3,971

   
Progress Residential Trust, Series 2021-SFR6, Class A, 1.52%,
7/17/38, Callable 7/17/26 @ 100 (a)
   

4,400

     

4,438

   

PSNH Funding LLC, Series 2018-1, Class A3, 3.81%, 2/1/35

   

15,545

     

18,163

   

Renew, Series 2017-2, Class A, 3.22%, 9/22/53, Callable 12/20/26 @ 100 (a)

   

933

     

978

   

See notes to financial statements.

10


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Renew, Series 2018-1, Class A, 3.95%, 9/20/53, Callable 3/20/26 @ 100 (a)

 

$

3,658

   

$

3,908

   
Santander Consumer Auto Receivables Trust, Series 2020-AA,
Class D, 5.49%, 4/15/26, Callable 7/15/23 @ 100 (a)
   

1,500

     

1,632

   
Santander Drive Auto Receivables Trust, Series 2020-1, Class A3,
2.03%, 2/15/24, Callable 3/15/23 @ 100
   

2,680

     

2,689

   
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%,
10/20/27, Callable 5/20/25 @ 100 (a)
   

10,000

     

10,059

   
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26,
Callable 8/20/21 @ 100 (a)
   

3,250

     

3,254

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 5/20/25 @ 100 (a)
   

3,824

     

3,909

   
SLM Student Loan Trust, Series 2006-10, Class B, 0.35%
(LIBOR03M+22bps), 3/25/44, Callable 7/25/32 @ 100 (b)
   

1,764

     

1,650

   
SLM Student Loan Trust, Series 2003-14, Class B, 0.68%
(LIBOR03M+55bps), 10/25/65, Callable 7/25/29 @ 100 (b)
   

1,458

     

1,374

   
SLM Student Loan Trust, Series 2007-1, Class B, 0.35%
(LIBOR03M+22bps), 1/27/42, Callable 7/25/29 @ 100 (b)
   

6,145

     

5,726

   
SLM Student Loan Trust, Series 2012-6, Class B, 1.09%
(LIBOR01M+100bps), 4/27/43, Callable 9/25/28 @ 100 (b)
   

20,862

     

20,224

   
SLM Student Loan Trust, Series 2006-9, Class B, 0.36%
(LIBOR03M+23bps), 1/25/41, Callable 1/25/33 @ 100 (b)
   

4,379

     

4,113

   
SLM Student Loan Trust, Series 2007-7, Class B, 0.88%
(LIBOR03M+75bps), 10/27/70, Callable 1/25/24 @ 100 (b)
   

5,740

     

5,511

   
SLM Student Loan Trust, Series 2005-9, Class B, 0.43%
(LIBOR03M+30bps), 1/25/41, Callable 4/25/31 @ 100 (b)
   

1,328

     

1,247

   
Synchrony Credit Card Master Note Trust, Series 2018-2,
Class C, 3.87%, 5/15/26
   

18,417

     

19,421

   
Tesla Auto Lease Trust, Series 2020-A, Class B, 1.18%, 1/22/24,
Callable 4/20/23 @ 100 (a)
   

5,500

     

5,558

   
Toyota Auto Loan Extended Note Trust, Series 2021-1A, Class A,
1.07%, 2/27/34, Callable 2/25/26 @ 100 (a) (c)
   

5,500

     

5,537

   
Transportation Finance Equipment Trust, Series 2019-1, Class B,
2.06%, 5/23/24, Callable 4/23/23 @ 100 (a)
   

1,095

     

1,126

   
United Auto Credit Securitization Trust, Series 2019-1, Class E,
4.29%, 8/12/24, Callable 2/10/22 @ 100 (a)
   

3,000

     

3,049

   
VB-S1 Issuer LLC, Series 2018-1A, Class C, 3.41%, 2/15/48,
Callable 2/15/22 @ 100 (a)
   

7,850

     

7,957

   
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.03%, 6/15/50,
Callable 6/15/24 @ 100 (a)
   

1,400

     

1,472

   
Wepco Environmental Trust Finance I LLC, Series 2021-1,
Class A, 1.58%, 12/15/35
   

9,000

     

9,186

   
Westlake Automobile Receivables Trust, Series 2018-2A,
Class D, 4.00%, 1/16/24, Callable 2/15/22 @ 100 (a)
   

2,145

     

2,161

   
Westlake Automobile Receivables Trust, Series 2021-2A,
Class B, 0.62%, 7/15/26, Callable 7/15/25 @ 100 (a)
   

6,500

     

6,490

   
Westlake Automobile Receivables Trust, Series 2019-1A,
Class C, 3.45%, 3/15/24, Callable 9/15/22 @ 100 (a)
   

1,649

     

1,659

   
World Omni Auto Receivables Trust, Series 2018-D, Class C, 3.87%,
8/15/25, Callable 9/15/22 @ 100
   

4,000

     

4,152

   

Total Asset-Backed Securities (Cost $482,482)

   

494,355

   

See notes to financial statements.

11


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Collateralized Mortgage Obligations (4.9%)

 

Aventura Mall Trust, Series 2018-AVM, Class D, 4.11%, 7/5/40 (a) (c)

 

$

4,000

   

$

4,018

   
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P,
Class B, 3.49%, 4/14/33, Callable 4/14/25 @ 100 (a)
   

9,027

     

9,657

   
Banc of America Commercial Mortgage Trust, Series 2006-3, Class AM,
5.66%, 7/10/44 (c)
   

1,937

     

279

   
BANK, Series 2017-BNK4, Class B, 4.00%, 5/15/50, Callable
3/15/27 @ 100
   

5,600

     

6,171

   
BANK, Series 2019-BN24, Class ASB, 2.93%, 11/15/62, Callable
3/15/29 @ 100
   

7,123

     

7,721

   
Benchmark Mortgage Trust, Series 2020-B17, Class ASB, 2.18%,
3/15/53, Callable 11/15/29 @ 100
   

9,900

     

10,330

   
BX Commercial Mortgage Trust, Series 2020-VIV2, Class C,
3.54%, 3/9/44 (a) (c)
   

5,000

     

5,393

   
BX Commercial Mortgage Trust, Series 2019-XL, Class B,
1.17% (LIBOR01M+108bps), 10/15/36 (a) (b)
   

5,516

     

5,526

   
BX Commercial Mortgage Trust, Series 2020-VIV4, Class A,
2.84%, 12/30/30 (a)
   

1,875

     

1,993

   

BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41 (a)

   

9,231

     

10,105

   
Cantor Commercial Real Estate Lending, Series 2019-CF3,
Class ASB, 2.94%, 1/15/53, Callable 3/15/29 @ 100
   

6,000

     

6,500

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23,
Class AS, 3.86%, 7/10/47, Callable 7/10/24 @ 100
   

4,000

     

4,310

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23,
Class A3, 3.36%, 7/10/47, Callable 6/10/24 @ 100
   

5,589

     

5,902

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT,
Class C, 4.68%, 1/10/36 (a)
   

8,100

     

8,725

   
Citigroup Commercial Mortgage Trust, Series 2020-GC46,
Class AAB, 2.61%, 1/15/53, Callable 11/15/29 @ 100
   

10,000

     

10,701

   
Citigroup Commercial Mortgage Trust, Series 2020-555,
Class A, 2.65%, 12/10/41 (a)
   

10,000

     

10,469

   
Citigroup Commercial Mortgage Trust, Series 2017-P8,
Class AS, 3.79%, 9/15/50, Callable 9/15/27 @ 100 (c)
   

9,500

     

10,586

   
Citigroup Commercial Mortgage Trust, Series 2019-GC41,
Class AS, 3.02%, 8/10/56, Callable 8/10/29 @ 100
   

10,339

     

11,147

   
COMM Mortgage Trust, Series 2012-CCRE4, Class AM, 3.25%,
10/15/45, Callable 10/15/22 @ 100
   

8,600

     

8,695

   
COMM Mortgage Trust, Series 2012-CCRE3, Class AM, 3.42%,
10/15/45, Callable 9/15/22 @ 100 (a)
   

5,925

     

6,021

   
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50,
Callable 5/10/25 @ 100 (c)
   

2,000

     

2,203

   
COMM Mortgage Trust, Series 2012-CCRE1, Class XA, 1.86%, 5/15/45,
Callable 5/15/22 @ 100 (c) (d)
   

26,779

     

182

   
COMM Mortgage Trust, Series 2014-CCRE19, Class AM, 4.08%, 8/10/47,
Callable 8/10/24 @ 100
   

7,500

     

8,187

   

COMM Mortgage Trust, Series 2015-LC23, Class AM, 4.16%, 10/10/48 (c)

   

6,300

     

6,934

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.32%, 7/10/50,
Callable 6/10/25 @ 100 (c)
   

2,500

     

2,729

   
COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46,
Callable 11/10/30 @ 100 (a)
   

3,500

     

3,585

   

See notes to financial statements.

12


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
COMM Mortgage Trust, Series 2012-CR4, Class XA, 1.69%, 10/15/45,
Callable 8/15/22 @ 100 (c) (d)
 

$

53,074

   

$

783

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (a) (c)
   

10,500

     

11,264

   
CSMC Trust, Series 2020-West, Class A, 3.04%, 2/15/35, Callable
2/15/30 @ 100 (a)
   

2,500

     

2,659

   
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36,
Callable 8/10/26 @ 100 (a)
   

4,750

     

4,925

   
DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36,
Callable 8/10/26 @ 100 (a)
   

2,500

     

2,628

   
Extended Stay America Trust, Series 2021-ESH, Class B, 1.47%
(LIBOR01M+138bps), 7/15/38 (a) (b)
   

5,056

     

5,070

   
Federal Home Loan Mortgage Corp., Series KC02, Class A2, 3.37%,
7/25/25, Callable 7/25/25 @ 100 (e)
   

10,000

     

10,593

   
Federal Home Loan Mortgage Corp., Series K020, Class X1, 1.33%,
5/25/22, Callable 2/25/22 @ 100 (c) (d)
   

81,444

     

628

   
Federal Home Loan Mortgage Corp., Series KIR1, Class A2, 2.85%,
3/25/26, Callable 3/25/26 @ 100 (e)
   

12,000

     

12,970

   
FREMF Mortgage Trust, Series 2019-K99, Class B, 3.65%, 10/25/52,
Callable 9/25/29 @ 100 (a) (c)
   

10,000

     

11,092

   
GS Mortgage Securities Corp., Series 2013-GC10, Class B, 3.68%,
2/10/46, Callable 1/10/23 @ 100 (a)
   

10,000

     

10,324

   
GS Mortgage Securities Corp., Series 2005-ROCK, Class X1, 0.21%,
5/3/32 (a) (c) (d)
   

190,667

     

1,865

   
GS Mortgage Securities Corp., Series 2013-GC10, Class AS, 3.28%,
2/10/46, Callable 1/10/23 @ 100
   

5,000

     

5,203

   
GS Mortgage Securities Corp. Trust, Series 2012-ALOH, Class A,
3.55%, 4/10/34 (a)
   

4,667

     

4,708

   
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A,
2.86%, 5/10/34 (a)
   

2,000

     

1,998

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class A4, 3.38%,
5/10/45, Callable 2/10/22 @ 100 (e)
   

1,044

     

1,049

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class XA, 1.79%,
5/10/45, Callable 5/10/22 @ 100 (c) (d)
   

9,789

     

36

   
GS Mortgage Securities Trust, Series 2020-GC45, Class A5, 2.91%,
2/13/53, Callable 12/13/29 @ 100
   

4,231

     

4,593

   
GS Mortgage Securities Trust, Series 2020-GC45, Class AAB, 2.84%,
2/13/53, Callable 9/13/29 @ 100
   

3,571

     

3,858

   
J.P. Morgan Chase Commercial Mortgage Securities Trust, Series
2021-2NU, Class B, 2.08%, 1/5/40 (a)
   

2,500

     

2,533

   
JPMBB Commercial Mortgage Securities Trust, Series 2014-C18,
Class AS, 4.44%, 2/15/47, Callable 2/15/24 @ 100 (c)
   

9,000

     

9,607

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series
2012-C6, Class B, 4.82%, 5/15/45, Callable 4/15/22 @ 100 (c)
   

10,697

     

10,865

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series
2010-C2, Class B, 5.07%, 11/15/43, Callable 8/15/21 @ 100 (a) (c)
   

4,000

     

3,998

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series
2012-CIBX, Class AS, 4.27%, 6/15/45, Callable 6/15/22 @ 100
   

11,745

     

11,973

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series
2010-C2, Class C, 5.68%, 11/15/43, Callable 8/15/21 @ 100 (a) (c)
   

15,000

     

14,957

   

See notes to financial statements.

13


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

(Amounts in Thousands, Except for Shares)

Security Description

  Shares or
Principal
Amount
 

Value

 

Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (a)

 

$

8,000

   

$

8,278

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series C9,
Class AS, 3.46%, 5/15/46, Callable 4/15/23 @ 100
   

3,200

     

3,322

   
Morgan Stanley Capital Trust, Series 2012-C4, Class AS, 3.77%,
3/15/45, Callable 3/15/22 @ 100
   

3,000

     

3,034

   
Morgan Stanley Capital Trust, Series 2015-MS1, Class AS, 4.03%,
5/15/48, Callable 6/15/25 @ 100 (c)
   

7,000

     

7,611

   

SLG Office Trust, Series 2021-OVA, Class A, 2.59%, 7/15/41 (a)

   

5,200

     

5,507

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class AS, 4.17%,
5/10/45, Callable 4/10/22 @ 100
   

9,375

     

9,537

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.02%,
5/10/45, Callable 4/10/22 @ 100 (a) (c) (d)
   

39,460

     

196

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class B, 4.82%,
5/10/45, Callable 4/10/22 @ 100
   

15,000

     

15,269

   
UBS-Barclays Commercial Mortgage Trust, Series 2012-C2,
Class ASEC, 4.18%, 5/10/63, Callable 7/10/22 @ 100 (a)
   

2,313

     

2,369

   
VLS Commercial Mortgage Trust, Series 2020-LAB, Class A,
2.13%, 10/10/42 (a)
   

4,000

     

4,062

   
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5,
Class XA, 1.73%, 10/15/45, Callable 9/15/22 @ 100 (a) (c) (d)
   

22,412

     

274

   
WFRBS Commercial Mortgage Trust, Series 2012-C7, Class AS,
4.09%, 6/15/45, Callable 6/15/22 @ 100 (c)
   

10,000

     

10,159

   
WFRBS Commercial Mortgage Trust, Series 2013-C13, Class AS,
3.35%, 5/15/45, Callable 4/15/23 @ 100
   

5,000

     

5,205

   
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class A5,
3.24%, 12/15/45, Callable 12/15/22 @ 100
   

5,000

     

5,130

   

Total Collateralized Mortgage Obligations (Cost $384,357)

   

398,201

   

Common Stocks (0.0%) (f)

 

Financials (0.0%):

 

MFA Financial, Inc.

   

199,850

     

933

   

Total Common Stocks (Cost $1,438)

   

933

   

Preferred Stocks (0.9%)

 

Consumer Staples (0.4%):

 

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

   

200,000

     

5,742

   

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

   

252,520

     

25,369

   
     

31,111

   

Financials (0.0%): (f)

 

Citigroup Capital, 6.50% (LIBOR03M+637bps), 10/30/40 (b)

   

40,000

     

1,109

   

Real Estate (0.5%):

 

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

   

111,611

     

7,087

   
Mid-America Apartment Communities, Inc., cumulative redeemable,
Series I, 8.50% (g) (h)
   

219,731

     

14,518

   

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

   

284,623

     

19,781

   
     

41,386

   

Total Preferred Stocks (Cost $61,030)

   

73,606

   

See notes to financial statements.

14


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Senior Secured Loans (0.1%)

 
CSC Holdings LLC, 2017 Term Loan, First Lien, 2.34%
(LIBOR01M+225bps), 7/17/25 (b)
 

$

2,356

   

$

2,317

   
Reynolds Group Holdings, Inc., 2017 Incremental U.S. Term Loans,
First Lien, 2.85% (LIBOR01M+275bps), 2/5/23 (b)
   

3,217

     

3,205

   
Terex International Financial Services Co., Incremental U.S. Term Loan,
First Lien, 2.75% (LIBOR03M+200bps), 1/31/24 (b)
   

3,684

     

3,663

   

Total Senior Secured Loans (Cost $9,245)

   

9,185

   

Corporate Bonds (47.0%)

 

Communication Services (2.4%):

 

Activision Blizzard, Inc., 3.40%, 9/15/26, Callable 6/15/26 @ 100

   

5,000

     

5,533

   
AT&T, Inc.
4.50%, 5/15/35, Callable 11/15/34 @ 100
   

5,000

     

5,982

   

3.10%, 2/1/43, Callable 8/1/42 @ 100

   

10,000

     

9,978

   

CBS Corp., 4.20%, 6/1/29, Callable 3/1/29 @ 100

   

3,000

     

3,490

   
CenturyLink, Inc.
5.80%, 3/15/22
   

10,000

     

10,267

   

6.75%, 12/1/23

   

2,000

     

2,212

   
Charter Communications Operating LLC, 6.38%, 10/23/35, Callable
4/23/35 @ 100
   

12,000

     

16,185

   
Charter Communications Operating LLC/Charter
Communications Operating Capital
2.30%, 2/1/32, Callable 11/1/31 @ 100 (e)
   

2,500

     

2,454

   

3.50%, 6/1/41, Callable 12/1/40 @ 100

   

10,000

     

10,208

   

Comcast Corp., 3.90%, 3/1/38, Callable 9/1/37 @ 100

   

15,000

     

17,516

   

CSC Holdings LLC, 5.50%, 4/15/27, Callable 4/15/22 @ 102.75 (a)

   

3,000

     

3,139

   

Discovery Communications LLC, 3.95%, 3/20/28, Callable 12/20/27 @ 100

   

10,000

     

11,245

   
Fox Corp.
3.05%, 4/7/25, Callable 3/7/25 @ 100
   

3,571

     

3,834

   

4.71%, 1/25/29, Callable 10/25/28 @ 100

   

7,600

     

8,987

   

Qwest Corp., 6.75%, 12/1/21

   

5,000

     

5,094

   

Sprint Corp., 7.25%, 9/15/21

   

2,250

     

2,267

   

The Walt Disney Co., 2.20%, 1/13/28

   

8,000

     

8,373

   
T-Mobile USA, Inc.
4.75%, 2/1/28, Callable 2/1/23 @ 102.38
   

2,857

     

3,048

   

3.88%, 4/15/30, Callable 1/15/30 @ 100

   

15,333

     

17,327

   

2.55%, 2/15/31, Callable 11/15/30 @ 100

   

10,000

     

10,297

   
Verizon Communications, Inc.
2.10%, 3/22/28, Callable 1/22/28 @ 100
   

3,500

     

3,603

   

1.75%, 1/20/31, Callable 10/20/30 @ 100

   

8,000

     

7,777

   

4.40%, 11/1/34, Callable 5/1/34 @ 100

   

5,000

     

6,063

   

4.13%, 8/15/46

   

5,000

     

5,944

   

2.88%, 11/20/50, Callable 5/20/50 @ 100

   

3,000

     

2,928

   

ViacomCBS, Inc., 3.38%, 2/15/28, Callable 11/15/27 @ 100

   

7,000

     

7,756

   
     

191,507

   

Consumer Discretionary (2.0%):

 

Amazon.com, Inc., 3.88%, 8/22/37, Callable 2/22/37 @ 100

   

12,000

     

14,498

   

See notes to financial statements.

15


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

 

$

7,200

   

$

8,611

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable
1/15/26 @ 100 (a)
   

9,245

     

9,354

   

Hasbro, Inc., 3.55%, 11/19/26, Callable 9/19/26 @ 100

   

12,000

     

13,243

   
Marriott International, Inc.
5.75%, 5/1/25, Callable 4/1/25 @ 100 (e)
   

1,840

     

2,124

   

4.63%, 6/15/30, Callable 3/15/30 @ 100

   

2,333

     

2,707

   

2.85%, 4/15/31, Callable 1/15/31 @ 100 (e)

   

8,000

     

8,208

   

Mattel, Inc., 3.38%, 4/1/26, Callable 4/1/23 @ 101.69 (a)

   

500

     

520

   
Murphy Oil USA, Inc.
4.75%, 9/15/29, Callable 9/15/24 @ 102.38
   

2,000

     

2,119

   

3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

1,332

     

1,331

   

Nordstrom, Inc., 4.25%, 8/1/31, Callable 5/1/31 @ 100

   

4,250

     

4,471

   

Novant Health, Inc., 2.64%, 11/1/36, Callable 8/1/36 @ 100

   

13,000

     

13,634

   

O'Reilly Automotive, Inc., 4.20%, 4/1/30, Callable 1/1/30 @ 100

   

7,500

     

8,796

   

Princeton Theological Seminary, 4.11%, 7/1/23

   

6,080

     

6,494

   
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31,
Callable 1/6/31 @ 100 (a)
   

7,367

     

7,740

   
Smithsonian Institution
1.51%, 9/1/26
   

1,250

     

1,278

   

1.61%, 9/1/27

   

1,150

     

1,175

   

2.65%, 9/1/39

   

2,000

     

2,099

   

Sodexo, Inc., 2.72%, 4/16/31, Callable 1/16/31 @ 100 (a)

   

8,000

     

8,295

   

The Art Institute of Chicago, 3.23%, 3/1/22

   

2,750

     

2,788

   

Tufts University, 3.10%, 8/15/51, Callable 2/15/51 @ 100

   

9,500

     

10,313

   

University of Notre Dame du Lac, 3.44%, 2/15/45

   

5,000

     

6,134

   

Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100

   

1,000

     

1,178

   

VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100

   

8,000

     

8,587

   
Volkswagen Group of America Finance LLC
1.25%, 11/24/25, Callable 10/24/25 @ 100 (a)
   

5,000

     

5,012

   

3.20%, 9/26/26 (a)

   

7,105

     

7,726

   

YMCA of Greater New York, 2.30%, 8/1/26, Callable 5/1/26 @ 100

   

1,300

     

1,319

   
     

159,754

   

Consumer Staples (2.0%):

 

Altria Group, Inc., 2.45%, 2/4/32, Callable 11/4/31 @ 100 (e)

   

8,500

     

8,377

   
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc.,
4.70%, 2/1/36, Callable 8/1/35 @ 100
   

20,000

     

24,880

   
Anheuser-Busch InBev Worldwide, Inc., 4.38%, 4/15/38, Callable
10/15/37 @ 100
   

6,500

     

7,859

   

BAT Capital Corp., 4.39%, 8/15/37, Callable 2/15/37 @ 100

   

15,000

     

16,491

   

Bunge Ltd. Finance Corp., 2.75%, 5/14/31, Callable 2/14/31 @ 100

   

7,000

     

7,182

   

Constellation Brands, Inc., 2.25%, 8/1/31, Callable 5/1/31 @ 100

   

3,077

     

3,103

   

General Mills, Inc., 4.55%, 4/17/38, Callable 10/17/37 @ 100

   

4,667

     

5,791

   
Keurig Dr Pepper, Inc.
4.60%, 5/25/28, Callable 2/25/28 @ 100
   

7,143

     

8,461

   

4.99%, 5/25/38, Callable 11/25/37 @ 100

   

4,667

     

6,017

   

Kraft Heinz Foods Co., 3.75%, 4/1/30, Callable 1/1/30 @ 100

   

3,750

     

4,135

   

Mars, Inc., 3.88%, 4/1/39, Callable 10/1/38 @ 100 (a)

   

14,000

     

16,780

   

See notes to financial statements.

16


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
McCormick & Co., Inc.
2.50%, 4/15/30, Callable 1/15/30 @ 100
 

$

5,000

   

$

5,214

   

1.85%, 2/15/31, Callable 11/15/30 @ 100

   

2,000

     

1,971

   

Mondelez International, Inc., 2.75%, 4/13/30, Callable 1/13/30 @ 100

   

4,000

     

4,275

   

PepsiCo, Inc., 4.25%, 10/22/44, Callable 4/22/44 @ 100

   

5,000

     

6,347

   

SC Johnson & Son, Inc., 4.35%, 9/30/44, Callable 3/30/44 @ 100 (a)

   

10,000

     

12,331

   
Smithfield Foods, Inc.
4.25%, 2/1/27, Callable 11/1/26 @ 100 (a)
   

5,000

     

5,518

   

5.20%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

10,000

     

11,783

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

2,853

     

3,704

   
     

160,219

   

Energy (5.9%):

 
Boardwalk Pipelines LP
4.95%, 12/15/24, Callable 9/15/24 @ 100
   

15,000

     

16,746

   

4.45%, 7/15/27, Callable 4/15/27 @ 100

   

10,000

     

11,369

   

Buckeye Partners LP, 5.60%, 10/15/44, Callable 4/15/44 @ 100 (i)

   

15,000

     

14,865

   

Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)

   

22,364

     

24,512

   

Columbia Pipeline Group, Inc., 4.50%, 6/1/25, Callable 3/1/25 @ 100

   

15,000

     

16,929

   

ConocoPhillips Co., 4.15%, 11/15/34, Callable 5/15/34 @ 100

   

10,000

     

11,779

   

Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (e)

   

4,042

     

4,200

   
DCP Midstream Operating LP, 5.85% (LIBOR03M+385bps), 5/21/43,
Callable 5/21/23 @ 100 (a) (b)
   

15,000

     

14,059

   

Diamondback Energy, Inc., 3.25%, 12/1/26, Callable 10/1/26 @ 100

   

5,000

     

5,393

   

Enable Midstream Partners LP, 4.15%, 9/15/29, Callable 6/15/29 @ 100

   

10,000

     

11,112

   
Energy Transfer Operating LP
4.75%, 1/15/26, Callable 10/15/25 @ 100
   

5,000

     

5,642

   

3.19% (LIBOR03M+302bps), 11/1/66, Callable 9/7/21 @ 100 (b)

   

15,010

     

12,346

   
Energy Transfer Partners LP/Regency Energy Finance, 4.50%, 11/1/23,
Callable 8/1/23 @ 100
   

7,000

     

7,490

   
Enterprise Products Operating LLC, 2.80%, 1/31/30, Callable
10/31/29 @ 100
   

10,000

     

10,711

   
Enterprise TE Partners LP, 2.91% (LIBOR03M+278bps), 6/1/67,
Callable 9/7/21 @ 100 (b)
   

3,000

     

2,471

   

EOG Resources, Inc., 3.90%, 4/1/35, Callable 10/1/34 @ 100

   

7,000

     

8,224

   

EQM Midstream Partners LP, 4.00%, 8/1/24, Callable 5/1/24 @ 100 (i)

   

6,437

     

6,601

   

EQT Corp., 8.75%, 2/1/30, Callable 11/1/29 @ 100

   

6,594

     

8,662

   

EQT Midstream Partners LP, 4.13%, 12/1/26, Callable 9/1/26 @ 100

   

10,000

     

10,147

   

Exxon Mobil Corp., 2.61%, 10/15/30, Callable 7/15/30 @ 100

   

8,500

     

9,095

   

Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)

   

8,000

     

8,279

   

Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (a)

   

5,333

     

5,671

   

HollyFrontier Corp., 4.50%, 10/1/30, Callable 7/1/30 @ 100

   

15,000

     

16,162

   
Marathon Petroleum Corp.
4.70%, 5/1/25, Callable 4/1/25 @ 100
   

1,875

     

2,114

   

4.75%, 9/15/44, Callable 3/15/44 @ 100

   

10,000

     

12,034

   

Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

25,000

     

27,095

   

MPLX LP, 4.00%, 2/15/25, Callable 11/15/24 @ 100

   

7,500

     

8,213

   
Murphy Oil Corp.
6.88%, 8/15/24, Callable 9/7/21 @ 101.72
   

7,500

     

7,636

   

5.75%, 8/15/25, Callable 9/7/21 @ 102.88

   

5,000

     

5,102

   

6.38%, 7/15/28, Callable 7/15/24 @ 103.19

   

100

     

106

   

See notes to financial statements.

17


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100

 

$

6,067

   

$

6,828

   

NuStar Logistics LP, 6.00%, 6/1/26, Callable 3/1/26 @ 100

   

3,500

     

3,797

   
Occidental Petroleum Corp.
3.40%, 4/15/26, Callable 1/15/26 @ 100
   

8,000

     

8,084

   

4.40%, 8/15/49, Callable 2/15/49 @ 100

   

7,500

     

7,292

   

ONEOK Partners LP, 4.90%, 3/15/25, Callable 12/15/24 @ 100

   

5,000

     

5,605

   

ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100

   

2,500

     

3,253

   

Phillips 66, 4.65%, 11/15/34, Callable 5/15/34 @ 100

   

10,000

     

12,012

   

Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100

   

12,500

     

12,146

   
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/29,
Callable 9/15/29 @ 100
   

13,750

     

14,700

   
Rockies Express Pipeline LLC
4.95%, 7/15/29, Callable 4/15/29 @ 100 (a)
   

6,500

     

6,696

   

4.80%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

3,000

     

3,052

   

Sabal Trail Transmission LLC, 4.68%, 5/1/38, Callable 11/1/37 @ 100 (a)

   

15,000

     

18,467

   
Schlumberger Holdings Corp.
4.00%, 12/21/25, Callable 9/21/25 @ 100 (a)
   

961

     

1,072

   

3.90%, 5/17/28, Callable 2/17/28 @ 100 (a)

   

14,669

     

16,526

   
Southwestern Energy Co.
6.20%, 1/23/25, Callable 10/23/24 @ 100
   

2,000

     

2,188

   

7.50%, 4/1/26, Callable 9/7/21 @ 105.63 (i)

   

5,000

     

5,279

   

Spectra Energy Partners LP, 3.38%, 10/15/26, Callable 7/15/26 @ 100

   

5,000

     

5,460

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.,
5.50%, 3/1/30, Callable 3/1/25 @ 102.75
   

5,000

     

5,512

   

The Williams Cos., Inc., 4.55%, 6/24/24, Callable 3/24/24 @ 100

   

10,000

     

11,007

   
TransCanada PipeLines Ltd., 2.37% (LIBOR03M+221bps), 5/15/67,
Callable 9/7/21 @ 100 (b) (i)
   

12,124

     

10,851

   
Transcontinental Gas Pipe Line Co. LLC, 7.85%, 2/1/26, Callable
11/1/25 @ 100
   

3,000

     

3,811

   

Transocean Pontus Ltd., 6.13%, 8/1/25, Callable 9/6/21 @ 104.59 (a) (i)

   

1,691

     

1,668

   

Western Midstream Operating LP, 4.35%, 2/1/25, Callable 1/1/25 @ 100

   

6,316

     

6,626

   
     

476,697

   

Financials (14.4%):

 

Alexander Funding Trust, 1.84%, 11/15/23 (a)

   

6,000

     

6,106

   

Amcor Finance USA, Inc., 3.63%, 4/28/26, Callable 1/28/26 @ 100

   

4,750

     

5,248

   
American Equity Investment Life Holding Co., 5.00%, 6/15/27, Callable
3/15/27 @ 100
   

5,000

     

5,716

   

American International Group, Inc., 3.88%, 1/15/35, Callable 7/15/34 @ 100

   

10,000

     

11,563

   

AmSouth Bancorp, 6.75%, 11/1/25

   

5,000

     

6,067

   

AmTrust Financial Services, Inc., 6.13%, 8/15/23

   

10,000

     

10,121

   
Ares Capital Corp.
4.20%, 6/10/24, Callable 5/10/24 @ 100
   

5,000

     

5,389

   

4.25%, 3/1/25, Callable 1/1/25 @ 100

   

5,000

     

5,427

   
Assurant, Inc.
4.90%, 3/27/28, Callable 12/27/27 @ 100 (i)
   

5,000

     

5,889

   

3.70%, 2/22/30, Callable 11/22/29 @ 100

   

3,846

     

4,250

   
Athene Global Funding
1.45%, 1/8/26 (a)
   

9,000

     

9,105

   

2.45%, 8/20/27 (a)

   

5,000

     

5,270

   

See notes to financial statements.

18


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Athene Holding Ltd., 3.50%, 1/15/31, Callable 10/15/30 @ 100

 

$

9,000

   

$

9,851

   
Atlantic Union Bankshares Corp., 5.00% (LIBOR03M+318bps), 12/15/26,
Callable 12/15/21 @ 100 (b)
   

10,000

     

9,850

   

AXA Equitable Holdings, Inc., 4.35%, 4/20/28, Callable 1/20/28 @ 100

   

5,000

     

5,791

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

15,000

     

15,806

   
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable
11/20/24 @ 100 (b)
   

8,572

     

9,067

   
Bank of America Corp.
4.20%, 8/26/24, MTN (e)
   

10,000

     

10,962

   

3.95%, 4/21/25, MTN

   

5,000

     

5,491

   

3.42% (LIBOR03M+104bps), 12/20/28, Callable 12/20/27 @ 100 (b)

   

4,383

     

4,819

   

BankUnited, Inc., 4.88%, 11/17/25, Callable 8/17/25 @ 100

   

10,000

     

11,448

   

BBVA USA, 3.88%, 4/10/25, Callable 3/10/25 @ 100

   

20,000

     

22,165

   

BMW U.S. Capital LLC, 4.15%, 4/9/30, Callable 1/9/30 @ 100 (a)

   

10,000

     

11,825

   
BOKF Merger Corp., 5.62% (LIBOR03M+317bps), 6/25/30, Callable
6/25/25 @ 100 (b)
   

8,000

     

8,535

   

BP Capital Markets America, Inc., 3.59%, 4/14/27, Callable 1/14/27 @ 100

   

5,000

     

5,574

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29, Callable
6/30/24 @ 100 (b)
   

8,583

     

9,386

   

Capital One Financial Corp., 3.75%, 3/9/27, Callable 2/9/27 @ 100

   

15,000

     

16,825

   
CIT Group, Inc.
5.25%, 3/7/25, Callable 12/7/24 @ 100
   

5,000

     

5,642

   

4.13% (H15T5Y+237bps), 11/13/29, Callable 11/13/24 @ 100 (b)

   

14,000

     

14,347

   
Citigroup, Inc.
4.40%, 6/10/25
   

10,000

     

11,185

   

3.67% (LIBOR03M+139bps), 7/24/28, Callable 7/24/27 @ 100 (b)

   

10,000

     

11,114

   
Citizens Financial Group, Inc.
4.15%, 9/28/22 (a)
   

15,000

     

15,549

   

2.64%, 9/30/32, Callable 7/2/32 @ 100

   

5,500

     

5,625

   
Compeer Financial FLCA/Compeer Financial PCA, 3.38% (SOFR+197bps),
6/1/36, Callable 6/1/31 @ 100 (a) (b)
   

5,544

     

5,515

   

Credit Acceptance Corp., 6.63%, 3/15/26, Callable 3/15/22 @ 103.31 (i)

   

4,875

     

5,152

   

Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100 (i)

   

3,500

     

3,996

   
Cullen/Frost Capital Trust II, 1.68% (LIBOR03M+155bps), 3/1/34, Callable
9/7/21 @ 100 (b)
   

10,000

     

9,700

   

DAE Funding LLC, 5.00%, 8/1/24 (a)

   

3,000

     

3,075

   
Dime Community Bancshares, Inc., 4.50% (LIBOR03M+266bps), 6/15/27,
Callable 6/15/22 @ 100 (b) (i)
   

3,750

     

3,779

   

Eagle Bancorp, Inc., 5.00% (LIBOR03M+385bps), 8/1/26 (b)

   

10,000

     

10,000

   

F&G Global Funding, 1.75%, 6/30/26 (a)

   

8,500

     

8,677

   

Fifth Third Bancorp, 2.55%, 5/5/27, Callable 4/5/27 @ 100

   

3,000

     

3,197

   

Fifth Third Bank, 3.85%, 3/15/26, Callable 2/15/26 @ 100

   

10,000

     

11,171

   

First American Financial Corp., 2.40%, 8/15/31, Callable 5/15/31 @ 100 (j)

   

7,225

     

7,153

   
First Citizens BancShares, Inc., 3.38% (SOFR+247bps), 3/15/30, Callable
3/15/25 @ 100 (b)
   

12,097

     

12,423

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

8,000

     

9,993

   
First Maryland Capital I, 1.13% (LIBOR03M+100bps), 1/15/27, Callable
9/7/21 @ 100 (b)
   

3,500

     

3,388

   

FirstMerit Bank NA, 4.27%, 11/25/26

   

5,000

     

5,702

   

See notes to financial statements.

19


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Ford Motor Credit Co. LLC
4.06%, 11/1/24, Callable 10/1/24 @ 100
 

$

5,000

   

$

5,304

   

4.54%, 8/1/26, Callable 6/1/26 @ 100

   

7,400

     

8,065

   
Fulton Financial Corp.
3.60%, 3/16/22
   

469

     

476

   

4.50%, 11/15/24

   

2,379

     

2,645

   

3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (b)

   

10,000

     

10,102

   

GA Global Funding Trust, 1.63%, 1/15/26 (a)

   

2,250

     

2,295

   

GlaxoSmithKline Capital, Inc., 4.20%, 3/18/43

   

10,000

     

12,641

   
Glencore Funding LLC
1.63%, 9/1/25, Callable 8/1/25 @ 100 (a)
   

5,000

     

5,075

   

4.00%, 3/27/27, Callable 12/27/26 @ 100 (a)

   

10,000

     

11,154

   

2.50%, 9/1/30, Callable 6/1/30 @ 100 (a)

   

6,000

     

6,047

   

Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)

   

17,143

     

19,177

   
Home Bancshares, Inc., 5.62% (LIBOR03M+358bps), 4/15/27, Callable
4/15/22 @ 100 (b)
   

5,000

     

5,063

   

Huntington Bancshares, Inc., 4.35%, 2/4/23

   

10,000

     

10,544

   
Hyundai Capital America
3.25%, 9/20/22 (a)
   

10,000

     

10,290

   

3.50%, 11/2/26, Callable 9/2/26 @ 100 (a)

   

10,000

     

10,904

   

ILFC E-Capital Trust I, 3.66%, 12/21/65, Callable 9/7/21 @ 100 (a)

   

10,000

     

8,232

   

Intercontinental Exchange, Inc., 3.10%, 9/15/27, Callable 6/15/27 @ 100

   

15,000

     

16,468

   
JPMorgan Chase & Co.
2.95%, 10/1/26, Callable 7/1/26 @ 100 (e)
   

10,000

     

10,814

   

0.68% (LIBOR03M+50bps), 2/1/27, Callable 9/7/21 @ 100 (b)

   

4,000

     

3,869

   

4.25%, 10/1/27

   

5,000

     

5,750

   

1.95% (SOFR+1bps), 2/4/32, Callable 2/4/31 @ 100 (b)

   

8,667

     

8,558

   

KeyBank NA, 3.40%, 5/20/26, MTN

   

10,000

     

10,999

   

KeyCorp, 2.25%, 4/6/27, MTN

   

5,000

     

5,228

   
Level 3 Financing, Inc.
3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (a)
   

9,500

     

9,308

   

3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)

   

19,000

     

20,510

   
Lincoln National Corp.
4.20%, 3/15/22
   

10,000

     

10,234

   

2.51% (LIBOR03M+236bps), 5/17/66, Callable 8/23/21 @ 100 (b)

   

15,000

     

13,434

   
Loews Corp.
3.75%, 4/1/26, Callable 1/1/26 @ 100
   

5,000

     

5,600

   

3.20%, 5/15/30, Callable 2/15/30 @ 100

   

8,000

     

8,766

   
Main Street Capital Corp.
4.50%, 12/1/22
   

4,500

     

4,691

   

5.20%, 5/1/24

   

3,000

     

3,266

   

3.00%, 7/14/26, Callable 6/14/26 @ 100

   

4,000

     

4,143

   

Manufacturers & Traders Trust Co., 3.40%, 8/17/27

   

5,000

     

5,559

   
MB Financial Bank NA, 4.00% (LIBOR03M+187bps), 12/1/27, Callable
12/1/22 @ 100 (b)
   

10,417

     

10,747

   

Mercury General Corp., 4.40%, 3/15/27, Callable 12/15/26 @ 100

   

15,000

     

17,068

   

MetLife, Inc., 4.13%, 8/13/42

   

10,000

     

12,231

   

MUFG Americas Holdings Corp., 3.00%, 2/10/25, Callable 1/10/25 @ 100

   

18,026

     

19,308

   
National Rural Utilities Cooperative Finance Corp., 4.75%
(LIBOR03M+291bps), 4/30/43, Callable 4/30/23 @ 100 (b)
   

9,500

     

9,955

   

See notes to financial statements.

20


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Nationwide Mutual Insurance Co., 2.41% (LIBOR03M+229bps), 12/15/24,
Callable 9/7/21 @ 100 (a) (b)
 

$

24,505

   

$

24,459

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (b) (i)
   

12,000

     

13,028

   

Nuveen Finance LLC, 4.13%, 11/1/24 (a)

   

5,000

     

5,534

   

Old Republic International Corp., 3.88%, 8/26/26, Callable 7/26/26 @ 100

   

20,000

     

22,497

   

Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (a)

   

15,000

     

17,377

   
Pinnacle Financial Partners, Inc., 4.13% (LIBOR03M+278bps), 9/15/29,
Callable 9/15/24 @ 100 (b)
   

5,000

     

4,929

   

PNC Bank NA, 2.70%, 10/22/29

   

10,000

     

10,736

   
PPL Capital Funding, Inc., 2.81% (LIBOR03M+267bps), 3/30/67, Callable
9/7/21 @ 100 (b)
   

6,130

     

6,000

   

Primerica, Inc., 4.75%, 7/15/22

   

7,145

     

7,420

   
Prudential Financial, Inc.
5.62% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)
   

19,000

     

20,368

   

3.94%, 12/7/49, Callable 6/7/49 @ 100

   

4,500

     

5,391

   

Regions Bank, 6.45%, 6/26/37

   

10,409

     

15,011

   

S&P Global, Inc., 4.00%, 6/15/25, Callable 3/15/25 @ 100

   

10,000

     

11,145

   

Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100

   

5,818

     

6,584

   
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable
11/1/24 @ 100 (b)
   

10,000

     

10,534

   

StanCorp Financial Group, Inc., 5.00%, 8/15/22

   

17,050

     

17,799

   

Sterling Bancorp, 4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)

   

8,750

     

9,120

   

Susquehanna Bancshares, Inc., 5.38%, 8/15/22

   

6,021

     

6,314

   

Synchrony Financial, 3.95%, 12/1/27, Callable 9/1/27 @ 100

   

13,500

     

15,123

   
Synovus Bank/Columbus GA, 4.00% (H15T5Y+363bps), 10/29/30, Callable
10/29/25 @ 100 (b)
   

4,500

     

4,784

   
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29, Callable
2/7/24 @ 100 (b)
   

10,000

     

10,808

   
TCF National Bank
6.25%, 6/8/22
   

10,000

     

10,405

   

4.13% (LIBOR03M+238bps), 7/2/29, Callable 7/2/24 @ 100 (b)

   

4,000

     

4,218

   
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31, Callable
5/6/26 @ 100 (b)
   

4,000

     

4,159

   

Texas Capital Bank NA, 5.25%, 1/31/26

   

12,335

     

13,475

   
The Allstate Corp., 5.75% (LIBOR03M+294bps), 8/15/53, Callable
8/15/23 @ 100 (b)
   

5,000

     

5,425

   
The Hartford Financial Services Group, Inc., 2.28% (LIBOR03M+213bps),
2/12/67, Callable 9/7/21 @ 100 (a) (b)
   

14,000

     

13,463

   
The PNC Financial Services Group, Inc., 2.55%, 1/22/30, Callable
10/24/29 @ 100
   

5,000

     

5,302

   

TIAA FSB Holdings, Inc., 5.75%, 7/2/25, Callable 6/2/25 @ 100

   

10,000

     

10,773

   

Torchmark Corp., 4.55%, 9/15/28, Callable 6/15/28 @ 100

   

7,670

     

9,075

   

Towne Bank, 4.50% (LIBOR03M+255bps), 7/30/27, Callable 7/30/22 @ 100 (b)

   

11,062

     

10,954

   

Truist Bank, 2.25%, 3/11/30, Callable 12/11/29 @ 100

   

2,450

     

2,528

   
Truist Financial Corp., 1.89% (SOFR+63bps), 6/7/29, MTN, Callable
6/7/28 @ 100 (b)
   

5,000

     

5,082

   

U.S. Bancorp, 3.10%, 4/27/26, MTN, Callable 3/27/26 @ 100

   

5,000

     

5,472

   
UMB Financial Corp., 3.70% (H15T5Y+344bps), 9/17/30, Callable
9/17/25 @ 100 (b)
   

7,125

     

7,350

   

See notes to financial statements.

21


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
WEA Finance LLC/Westfield UK & Europe Finance PLC, 3.75%, 9/17/24,
Callable 6/17/24 @ 100 (a)
 

$

20,000

   

$

21,463

   

Wells Fargo & Co., 3.00%, 10/23/26

   

20,000

     

21,701

   

Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100

   

19,000

     

20,268

   
     

1,164,523

   

Health Care (3.6%):

 
AbbVie, Inc.
3.80%, 3/15/25, Callable 12/15/24 @ 100
   

5,000

     

5,478

   

3.20%, 11/21/29, Callable 8/21/29 @ 100

   

10,000

     

11,000

   
Anthem, Inc.
2.88%, 9/15/29, Callable 6/15/29 @ 100
   

9,677

     

10,427

   

2.55%, 3/15/31, Callable 12/15/30 @ 100

   

8,000

     

8,389

   
Baylor Scott & White Holdings
3.10%, 11/15/25, Callable 8/15/25 @ 100
   

7,000

     

7,453

   

2.65%, 11/15/26, Callable 8/15/26 @ 100

   

20,000

     

21,188

   

Bon Secours Charity Health System, Inc., 5.25%, 11/1/25

   

3,000

     

3,407

   

Boston Medical Center Corp., 4.52%, 7/1/26

   

4,250

     

4,836

   

Cigna Corp., 3.40%, 3/1/27, Callable 12/1/26 @ 100

   

10,000

     

11,045

   

Community Health Network, Inc., 4.24%, 5/1/25

   

5,000

     

5,579

   
CVS Health Corp.
4.30%, 3/25/28, Callable 12/25/27 @ 100
   

3,779

     

4,376

   

3.25%, 8/15/29, Callable 5/15/29 @ 100 (e)

   

8,966

     

9,857

   
CVS Pass-Through Trust
6.04%, 12/10/28
   

4,857

     

5,605

   

5.93%, 1/10/34 (a)

   

3,588

     

4,367

   

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

12,000

     

13,010

   

Eastern Maine Healthcare Systems, 5.02%, 7/1/36

   

17,000

     

18,817

   
Fresenius Medical Care U.S. Finance III, Inc., 2.38%, 2/16/31, Callable
11/16/30 @ 100 (a)
   

13,000

     

12,912

   
HCA, Inc.
5.25%, 4/15/25
   

15,000

     

17,209

   

4.50%, 2/15/27, Callable 8/15/26 @ 100

   

2,500

     

2,853

   

Illumina, Inc., 2.55%, 3/23/31, Callable 12/23/30 @ 100

   

18,000

     

18,617

   
Mercy Health
3.38%, 11/1/25
   

15,000

     

16,508

   

4.30%, 7/1/28

   

3,720

     

4,364

   

Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100

   

5,555

     

6,442

   

Northwell Healthcare, Inc., 3.39%, 11/1/27, Callable 8/1/27 @ 100

   

3,900

     

4,138

   

NYU Langone Hospitals, 4.17%, 7/1/37

   

6,500

     

7,348

   

Orlando Health Obligated Group, 2.89%, 10/1/35

   

1,660

     

1,700

   

PerkinElmer, Inc., 2.55%, 3/15/31, Callable 12/15/30 @ 100

   

8,500

     

8,879

   

Royalty Pharma PLC, 2.15%, 9/2/31, Callable 6/2/31 @ 100

   

8,500

     

8,372

   
Southern Illinois Healthcare Enterprises, Inc., 3.97%, 5/15/50, Callable
11/15/49 @ 100
   

9,000

     

10,028

   

SSM Health Care Corp., 3.82%, 6/1/27, Callable 3/1/27 @ 100

   

8,500

     

9,645

   

Summa Health, 3.51%, 11/15/51, Callable 5/15/51 @ 100

   

9,250

     

9,969

   

Trinity Health Corp., 2.63%, 12/1/40, Callable 6/1/40 @ 100

   

3,000

     

3,039

   

Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (a)

   

4,000

     

4,116

   
     

290,973

   

See notes to financial statements.

22


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Industrials (6.5%):

 

Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100

 

$

13,000

   

$

13,036

   
American Airlines Pass Through Trust
3.70%, 4/1/28 (i)
   

6,510

     

6,592

   

4.00%, 3/22/29

   

7,632

     

7,516

   

4.00%, 8/15/30

   

4,025

     

4,050

   

3.60%, 4/15/31

   

8,376

     

8,056

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.50%, 4/20/26 (a)

   

1,923

     

2,012

   
Ashtead Capital, Inc.
4.00%, 5/1/28, Callable 5/1/23 @ 102 (a)
   

2,500

     

2,638

   

4.25%, 11/1/29, Callable 11/1/24 @ 102.13 (a)

   

3,937

     

4,277

   
BNSF Funding Trust I, 6.61% (LIBOR03M+235bps), 12/15/55, Callable
1/15/26 @ 100 (b)
   

8,325

     

9,554

   
British Airways Pass Through Trust
4.63%, 12/20/25 (a)
   

11,273

     

11,831

   

3.35%, 12/15/30 (a)

   

6,270

     

6,263

   

3.80%, 3/20/33 (a)

   

3,417

     

3,561

   
Burlington Northern Santa Fe LLC
3.65%, 9/1/25, Callable 6/1/25 @ 100
   

10,000

     

11,078

   

3.90%, 8/1/46, Callable 2/1/46 @ 100

   

7,000

     

8,388

   

Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100

   

14,127

     

14,874

   

Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100

   

7,500

     

8,104

   

Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100

   

8,000

     

8,603

   

Continental Airlines Pass Through Trust, 4.00%, 4/29/26

   

3,127

     

3,299

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)

   

4,104

     

4,234

   

Delta Air Lines Pass Through Trust, 3.88%, 1/30/29

   

6,652

     

6,952

   

FedEx Corp., 3.90%, 2/1/35

   

10,000

     

11,687

   

Fluor Corp., 4.25%, 9/15/28, Callable 6/15/28 @ 100 (i)

   

8,000

     

8,266

   

General Electric Co., 3.45% (LIBOR03M+333bps), Callable 9/15/21 @ 100 (b) (g)

   

11,842

     

11,581

   

GXO Logistics, Inc., 2.65%, 7/15/31, Callable 4/15/31 @ 100 (a)

   

13,000

     

13,058

   
Hawaiian Airlines Pass Through Certificates
4.95%, 7/15/23
   

7,404

     

7,358

   

3.90%, 7/15/27

   

10,476

     

10,267

   
Hillenbrand, Inc.
5.00%, 9/15/26, Callable 7/15/26 @ 100 (e)
   

15,000

     

16,678

   

3.75%, 3/1/31, Callable 3/1/26 @ 101.88

   

3,150

     

3,206

   
Howmet Aerospace, Inc.
5.13%, 10/1/24, Callable 7/1/24 @ 100
   

12,750

     

14,029

   

6.88%, 5/1/25, Callable 4/1/25 @ 100 (e)

   

1,613

     

1,876

   
Hubbell, Inc.
3.50%, 2/15/28, Callable 11/15/27 @ 100
   

5,000

     

5,543

   

2.30%, 3/15/31, Callable 12/15/30 @ 100

   

8,500

     

8,686

   

Ingersoll-Rand Co., 9.00%, 8/15/21

   

1,500

     

1,504

   

JetBlue Pass Through Trust, 2.95%, 11/15/29

   

9,161

     

9,078

   

Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100

   

11,295

     

12,950

   
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35, Callable
9/1/35 @ 100
   

3,935

     

4,490

   

Molex Electronic Technologies LLC, 3.90%, 4/15/25, Callable 1/15/25 @ 100 (a)

   

10,000

     

10,589

   

Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100

   

12,000

     

12,653

   

See notes to financial statements.

23


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Penske Truck Leasing Co. LP/PTL Finance Corp.
3.95%, 3/10/25, Callable 1/10/25 @ 100 (a)
 

$

5,000

   

$

5,485

   

4.00%, 7/15/25, Callable 6/15/25 @ 100 (a)

   

8,000

     

8,859

   

Raytheon Technologies Corp., 4.20%, 12/15/44, Callable 6/15/44 @ 100

   

10,000

     

11,669

   

Ryder System, Inc., 3.35%, 9/1/25, MTN, Callable 8/1/25 @ 100

   

8,000

     

8,684

   

Snap-on, Inc., 3.25%, 3/1/27, Callable 12/1/26 @ 100 (i)

   

10,000

     

10,995

   

Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100

   

8,200

     

9,703

   
Spirit Airlines Pass Through Trust
4.45%, 10/1/25
   

2,231

     

2,271

   

4.10%, 10/1/29

   

10,259

     

10,664

   

3.38%, 8/15/31

   

8,391

     

8,521

   
The Boeing Co.
2.20%, 2/4/26, Callable 2/4/23 @ 100 (e)
   

12,000

     

12,103

   

3.25%, 2/1/28, Callable 12/1/27 @ 100

   

8,500

     

9,064

   

3.63%, 2/1/31, Callable 11/1/30 @ 100

   

4,000

     

4,359

   

5.71%, 5/1/40, Callable 11/1/39 @ 100

   

21,000

     

27,356

   
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable
9/15/29 @ 100
   

2,900

     

3,120

   
Totem Ocean Trailer Express, Inc. (NBGA — United States Government),
6.37%, 4/15/28
   

6,317

     

7,359

   
TTX Co.
4.15%, 1/15/24 (a)
   

5,000

     

5,360

   

3.60%, 1/15/25 (a)

   

10,000

     

10,959

   
U.S. Airways Pass Through Trust
6.25%, 10/22/24
   

1,772

     

1,810

   

3.95%, 5/15/27 (i)

   

5,453

     

5,468

   
Union Pacific Corp.
3.38%, 2/1/35, Callable 8/1/34 @ 100
   

10,000

     

11,208

   

4.25%, 4/15/43, Callable 10/15/42 @ 100

   

10,000

     

11,841

   
United Airlines Pass Through Trust
3.70%, 6/1/24 (i)
   

7,000

     

7,150

   

4.15%, 10/11/25

   

6,063

     

6,423

   

4.30%, 2/15/27

   

3,389

     

3,631

   

3.75%, 3/3/28

   

13,809

     

14,621

   
     

527,100

   

Information Technology (2.1%):

 

Analog Devices, Inc., 4.50%, 12/5/36, Callable 6/5/36 @ 100

   

5,000

     

5,961

   

Applied Materials, Inc., 3.30%, 4/1/27, Callable 1/1/27 @ 100

   

10,000

     

11,119

   
Broadcom, Inc.
2.45%, 2/15/31, Callable 11/15/30 @ 100 (a)
   

8,500

     

8,478

   

2.60%, 2/15/33, Callable 11/15/32 @ 100 (a)

   

10,000

     

9,964

   

Hewlett Packard Enterprise Co., 4.65%, 10/1/24, Callable 9/1/24 @ 100

   

10,000

     

11,102

   

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

   

12,000

     

12,887

   

Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100

   

4,104

     

4,245

   

Keysight Technologies, Inc., 3.00%, 10/30/29, Callable 7/30/29 @ 100

   

9,368

     

10,099

   

Leidos, Inc., 2.30%, 2/15/31, Callable 11/15/30 @ 100

   

15,000

     

14,930

   

Marvell Technology, Inc., 2.45%, 4/15/28, Callable 2/15/28 @ 100 (a)

   

5,950

     

6,155

   
Microsoft Corp.
4.20%, 11/3/35, Callable 5/3/35 @ 100
   

10,000

     

12,647

   

3.45%, 8/8/36, Callable 2/8/36 @ 100

   

10,000

     

11,789

   

See notes to financial statements.

24


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Motorola Solutions, Inc., 2.75%, 5/24/31, Callable 2/24/31 @ 100

 

$

10,000

   

$

10,389

   
Oracle Corp.
2.95%, 4/1/30, Callable 1/1/30 @ 100
   

7,000

     

7,474

   

2.88%, 3/25/31, Callable 12/25/30 @ 100

   

9,250

     

9,781

   
Qualcomm, Inc.
3.25%, 5/20/27, Callable 2/20/27 @ 100
   

5,000

     

5,533

   

4.65%, 5/20/35, Callable 11/20/34 @ 100

   

5,000

     

6,447

   

Skyworks Solutions, Inc., 3.00%, 6/1/31, Callable 3/1/31 @ 100

   

8,800

     

9,216

   
     

168,216

   

Materials (1.7%):

 

Amcor Flexibles North America, Inc., 2.69%, 5/25/31, Callable 2/25/31 @ 100

   

8,500

     

8,876

   

Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100

   

6,000

     

6,288

   

Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

4,000

     

4,415

   

Commercial Metals Co., 3.88%, 2/15/31, Callable 2/15/26 @ 101.94

   

4,500

     

4,534

   
Crown Americas LLC/Crown Americas Capital Corp., 4.25%, 9/30/26, Callable
3/31/26 @ 100
   

5,000

     

5,371

   

Eagle Materials, Inc., 2.50%, 7/1/31, Callable 4/1/31 @ 100

   

11,500

     

11,611

   

Freeport-McMoRan, Inc., 5.45%, 3/15/43, Callable 9/15/42 @ 100

   

10,000

     

12,849

   
LYB International Finance III LLC
3.38%, 5/1/30, Callable 2/1/30 @ 100
   

9,500

     

10,508

   

2.25%, 10/1/30, Callable 7/1/30 @ 100

   

4,500

     

4,589

   

Martin Marietta Materials, Inc., 2.40%, 7/15/31, Callable 4/15/31 @ 100

   

9,000

     

9,246

   
Monsanto Co.
3.38%, 7/15/24, Callable 4/15/24 @ 100
   

5,000

     

5,248

   

3.95%, 4/15/45, Callable 10/15/44 @ 100

   

5,000

     

5,256

   

NewMarket Corp., 2.70%, 3/18/31, Callable 12/18/30 @ 100

   

8,750

     

8,928

   

The Dow Chemical Co., 4.25%, 10/1/34, Callable 4/1/34 @ 100

   

10,000

     

11,856

   

Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100

   

12,000

     

13,401

   

Worthington Industries, Inc., 4.30%, 8/1/32, Callable 5/1/32 @ 100

   

8,890

     

10,200

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (e)

   

6,000

     

6,424

   
     

139,600

   

Real Estate (1.6%):

 

Alexandria Real Estate Equities, Inc., 4.50%, 7/30/29, Callable 4/30/29 @ 100

   

5,000

     

5,945

   
AvalonBay Communities, Inc.
3.20%, 1/15/28, Callable 10/15/27 @ 100, MTN
   

2,679

     

2,942

   

2.45%, 1/15/31, Callable 10/15/30 @ 100, MTN

   

2,000

     

2,100

   
Boston Properties LP
3.25%, 1/30/31, Callable 10/30/30 @ 100
   

3,938

     

4,295

   

2.55%, 4/1/32, Callable 1/1/32 @ 100

   

9,000

     

9,245

   
Columbia Property Trust Operating Partnership, 3.65%, 8/15/26, Callable
5/15/26 @ 100
   

7,500

     

8,005

   

Crown Castle International Corp., 1.05%, 7/15/26, Callable 6/15/26 @ 100

   

8,500

     

8,391

   

ERP Operating LP, 2.85%, 11/1/26, Callable 8/1/26 @ 100

   

9,000

     

9,704

   
Essex Portfolio LP
1.70%, 3/1/28, Callable 1/1/28 @ 100
   

3,500

     

3,506

   

2.65%, 3/15/32, Callable 12/15/31 @ 100

   

5,000

     

5,204

   
Federal Realty Investment Trust
2.75%, 6/1/23, Callable 3/1/23 @ 100
   

10,000

     

10,354

   

3.25%, 7/15/27, Callable 4/15/27 @ 100

   

1,852

     

2,029

   

See notes to financial statements.

25


USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
July 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

 

$

4,000

   

$

4,383

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

3,733

     

3,968

   
Hudson Pacific Properties LP
3.95%, 11/1/27, Callable 8/1/27 @ 100
   

5,000

     

5,546

   

4.65%, 4/1/29, Callable 1/1/29 @ 100

   

1,979

     

2,322

   

Office Properties Income Trust, 4.50%, 2/1/25, Callable 11/1/24 @ 100

   

10,000

     

10,853

   

Physicians Realty LP, 4.30%, 3/15/27, Callable 12/15/26 @ 100

   

7,500

     

8,608

   

Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100

   

4,000

     

4,539

   

Service Properties Trust, 4.95%, 2/15/27, Callable 8/15/26 @ 100

   

5,000

     

4,927

   
Washington Real Estate Investment Trust, 3.95%, 10/15/22, Callable
8/26/21 @ 103.96
   

14,000

     

14,555

   
     

131,421

   

Utilities (4.8%):

 
Ameren Corp.
1.75%, 3/15/28, Callable 1/15/28 @ 100
   

5,600

     

5,611

   

3.50%, 1/15/31, Callable 10/15/30 @ 100

   

4,250

     

4,737

   

American Water Capital Corp., 2.95%, 9/1/27, Callable 6/1/27 @ 100

   

5,000

     

5,457

   

Atlantic City Electric Co., 3.38%, 9/1/24, Callable 6/1/24 @ 100

   

5,000

     

5,343

   

Atmos Energy Corp., 4.13%, 10/15/44, Callable 4/15/44 @ 100

   

10,000

     

12,132

   

Berkshire Hathaway Energy Co., 4.50%, 2/1/45, Callable 8/1/44 @ 100

   

15,000

     

18,737

   

Black Hills Corp., 3.88%, 10/15/49, Callable 4/15/49 @ 100

   

10,000

     

11,157

   

CenterPoint Energy, Inc., 2.65%, 6/1/31, Callable 3/1/31 @ 100

   

8,500

     

8,870

   

Cleco Corporate Holdings LLC, 3.38%, 9/15/29, Callable 6/15/29 @ 100

   

11,000

     

11,583

   

Delmarva Power & Light Co., 4.15%, 5/15/45, Callable 11/15/44 @ 100

   

5,000

     

6,161

   

Dominion Energy South Carolina, Inc., 4.10%, 6/15/46, Callable 12/15/45 @ 100

   

5,000

     

5,720

   

Duke Energy Carolinas LLC, 3.88%, 3/15/46, Callable 9/15/45 @ 100

   

7,000

     

8,297

   

Duke Energy Indiana LLC, 3.75%, 5/15/46, Callable 11/15/45 @ 100

   

10,000

     

11,542

   

Duke Energy Progress LLC, 4.15%, 12/1/44, Callable 6/1/44 @ 100

   

10,000

     

12,392

   
Duquesne Light Holdings, Inc.
5.90%, 12/1/21 (a) (i)
   

3,500

     

3,560

   

2.78%, 1/7/32, Callable 10/7/31 @ 100 (a)

   

3,967

     

4,070

   

Entergy Louisiana LLC, 4.95%, 1/15/45, Callable 1/15/25 @ 100

   

7,000

     

7,686

   

Entergy Mississippi LLC, 3.25%, 12/1/27, Callable 9/1/27 @ 100

   

5,000

     

5,451

   
Entergy Texas, Inc.
3.45%, 12/1/27, Callable 9/1/27 @ 100
   

15,000

     

16,330

   

3.55%, 9/30/49, Callable 3/30/49 @ 100

   

5,000

     

5,509

   

Florida Power & Light Co., 3.15%, 10/1/49, Callable 4/1/49 @ 100

   

5,000

     

5,546

   

Gulf Power Co., 3.30%, 5/30/27, Callable 2/28/27 @ 100

   

10,000

     

11,059

   

IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100

   

4,200

     

4,799

   

ITC Holdings Corp., 3.35%, 11/15/27, Callable 8/15/27 @ 100

   

7,500

     

8,262

   

MidAmerican Energy Co., 3.15%, 4/15/50, Callable 10/15/49 @ 100 (i)

   

7,000

     

7,622

   

Mississippi Power Co., 4.25%, 3/15/42

   

3,168

     

3,845

   
Monongahela Power Co.
4.10%, 4/15/24, Callable 1/15/24 @ 100 (a)
   

10,000

     

10,777

   

5.40%, 12/15/43, Callable 6/15/43 @ 100 (a)

   

5,000

     

6,749

   

National Fuel Gas Co., 3.95%, 9/15/27, Callable 6/15/27 @ 100

   

10,000

     

10,894

   

Northern States Power Co., 3.60%, 5/15/46, Callable 11/15/45 @ 100

   

20,000

     

23,240

   

NRG Energy, Inc., 4.45%, 6/15/29, Callable 3/15/29 @ 100 (a)

   

2,907

     

3,277

   

Oncor Electric Delivery Co. LLC, 3.75%, 4/1/45, Callable 10/1/44 @ 100

   

5,000

     

5,918

   

PECO Energy Co., 3.00%, 9/15/49, Callable 3/15/49 @ 100

   

7,000

     

7,452

   

See notes to financial statements.

26


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Pedernales Electric Cooperative, Inc., 5.95%, 11/15/22 (a)

 

$

1,934

   

$

2,008

   

Potomac Electric Power Co., 4.15%, 3/15/43, Callable 9/15/42 @ 100

   

5,000

     

6,167

   

Public Service Co. of Colorado, 2.70%, 1/15/51, Callable 7/15/50 @ 100

   

7,000

     

7,125

   

Public Service Electric & Gas Co., 3.80%, 3/1/46, MTN, Callable 9/1/45 @ 100

   

10,000

     

12,008

   

South Jersey Industries, Inc., 5.02%, 4/15/31 (i)

   

9,000

     

9,856

   

Southern Co. Gas Capital Corp., 3.25%, 6/15/26, Callable 3/15/26 @ 100

   

7,000

     

7,622

   

Southwestern Public Service Co., 3.15%, 5/1/50, Callable 11/1/49 @ 100

   

10,000

     

10,802

   

Spire, Inc., 3.54%, 2/27/24, Callable 12/27/23 @ 100

   

11,880

     

12,269

   

The AES Corp., 2.45%, 1/15/31, Callable 10/15/30 @ 100 (a)

   

9,000

     

9,077

   
Tri-State Generation & Transmission Association, Inc.
4.70%, 11/1/44, Callable 5/1/44 @ 100
   

5,000

     

6,146

   

4.25%, 6/1/46, Callable 12/1/45 @ 100

   

10,000

     

11,476

   
WEC Energy Group, Inc., 2.27% (LIBOR03M+211bps), 5/15/67, Callable
9/7/21 @ 100 (b) (i)
   

13,000

     

12,287

   
     

386,628

   

Total Corporate Bonds (Cost $3,486,266)

   

3,796,638

   

Yankee Dollars (11.9%)

 

Communication Services (0.7%):

 

British Telecommunications PLC, 3.25%, 11/8/29, Callable 8/8/29 @ 100 (a)

   

14,000

     

14,848

   
Deutsche Telekom International Finance BV, 3.60%, 1/19/27, Callable
10/19/26 @ 100 (a)
   

15,000

     

16,617

   

Pearson Funding Four PLC, 3.75%, 5/8/22 (a)

   

5,000

     

5,068

   
Vodafone Group PLC
5.00%, 5/30/38
   

6,667

     

8,553

   

4.25%, 9/17/50

   

10,000

     

11,831

   
     

56,917

   

Consumer Discretionary (0.4%):

 

Ascot Group Ltd., 4.25%, 12/15/30, Callable 12/15/25 @ 100 (a)

   

7,802

     

8,253

   

Genm Capital Labuan Ltd., 3.88%, 4/19/31, Callable 1/19/31 @ 100 (a)

   

8,500

     

8,551

   
International Game Technology PLC
6.50%, 2/15/25, Callable 8/15/24 @ 100 (a)
   

3,000

     

3,348

   

4.13%, 4/15/26, Callable 4/15/23 @ 102.06 (a)

   

500

     

521

   

5.25%, 1/15/29, Callable 1/15/24 @ 102.63 (a)

   

5,000

     

5,337

   

Nemak SAB de CV, 3.63%, 6/28/31, Callable 3/28/31 @ 100 (a)

   

7,192

     

7,196

   
     

33,206

   

Consumer Staples (0.9%):

 

Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)

   

7,333

     

7,759

   

Bacardi Ltd., 4.70%, 5/15/28, Callable 2/15/28 @ 100 (a) (e)

   

25,000

     

29,406

   

Becle SAB de CV, 3.75%, 5/13/25 (a)

   

7,500

     

8,164

   

Hutchison Whampoa International Ltd., 4.63%, 1/13/22 (a)

   

5,000

     

5,093

   
Imperial Brands Finance PLC
4.25%, 7/21/25, Callable 4/21/25 @ 100 (a)
   

10,000

     

11,037

   

3.88%, 7/26/29, Callable 4/26/29 @ 100 (a)

   

10,000

     

10,995

   
     

72,454

   

Energy (0.3%):

 

Aker BP ASA, 4.00%, 1/15/31, Callable 10/15/30 @ 100 (a)

   

9,250

     

10,310

   

See notes to financial statements.

27


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Petroleos Mexicanos
6.84%, 1/23/30, Callable 10/23/29 @ 100 (i)
 

$

6,000

   

$

6,255

   

5.95%, 1/28/31, Callable 10/28/30 @ 100 (i)

   

6,667

     

6,550

   
     

23,115

   

Financials (6.2%):

 
ABN AMRO Bank NV
4.75%, 7/28/25 (a)
   

15,000

     

16,900

   

4.80%, 4/18/26 (a)

   

10,000

     

11,407

   
Banco Santander Mexico SA Institucion de Banca Multiple Groupo
Financiero Santand, 5.95% (H15T5Y+300bps), 10/1/28, Callable
10/1/23 @ 100 (a) (b)
   

1,000

     

1,079

   
Banco Santander Mexico SA Institucion de Banca Multiple Grupo
Financiero Santand, 5.38%, 4/17/25 (a)
   

1,786

     

2,015

   
Bank of Montreal, 3.80% (USSW5+143bps), 12/15/32, Callable
12/15/27 @ 100 (b)
   

7,500

     

8,333

   

Bank of New Zealand, 1.00%, 3/3/26 (a)

   

10,400

     

10,346

   

BAT International Finance PLC, 3.95%, 6/15/25 (a)

   

10,000

     

10,978

   
BNP Paribas SA
4.71% (LIBOR03M+224bps), 1/10/25, Callable 1/10/24 @ 100 (a) (b)
   

10,000

     

10,902

   

4.38%, 5/12/26 (a)

   

10,000

     

11,179

   

4.63%, 3/13/27 (a)

   

4,000

     

4,548

   

BP Capital Markets PLC, 3.72%, 11/28/28, Callable 8/28/28 @ 100

   

5,000

     

5,680

   
BPCE SA
4.00%, 9/12/23 (a)
   

5,000

     

5,354

   

3.50%, 10/23/27 (a)

   

5,000

     

5,484

   

3.25%, 1/11/28 (a)

   

10,000

     

10,997

   

Brookfield Finance, Inc., 4.85%, 3/29/29, Callable 12/29/28 @ 100

   

10,000

     

11,999

   

Canadian Imperial Bank of Commerce, 7.26%, 4/10/32 (a)

   

2,656

     

3,298

   

Commonwealth Bank of Australia, 2.69%, 3/11/31 (a)

   

9,000

     

9,124

   
Co-operatieve Rabobank UA
3.95%, 11/9/22
   

10,000

     

10,448

   

4.00% (USSW5+189bps), 4/10/29, Callable 4/10/24 @ 100, MTN (b)

   

5,000

     

5,345

   
Credit Agricole SA
3.25%, 10/4/24 (a)
   

9,286

     

9,949

   

4.13%, 1/10/27 (a)

   

15,000

     

16,991

   
Credit Suisse Group AG
3.57%, 1/9/23, Callable 1/9/22 @ 100 (a)
   

11,400

     

11,555

   

3.87% (LIBOR03M+141bps), 1/12/29, Callable 1/12/28 @ 100 (a) (b) (e)

   

4,445

     

4,931

   

Credit Suisse Group Funding Guernsey Ltd., 4.55%, 4/17/26

   

10,000

     

11,364

   
Deutsche Bank AG, 4.87% (USISDA05+255bps), 12/1/32, Callable
12/1/27 @ 100 (b)
   

10,000

     

10,885

   
Enel Finance International NV
3.63%, 5/25/27 (a)
   

5,000

     

5,580

   

2.25%, 7/12/31, Callable 4/12/31 @ 100 (a)

   

5,000

     

5,067

   

HSBC Holdings PLC, 3.90%, 5/25/26

   

10,000

     

11,142

   

ING Groep NV, 3.95%, 3/29/27

   

14,100

     

15,955

   
Lloyds Banking Group PLC
3.75%, 1/11/27
   

15,000

     

16,670

   

3.57% (LIBOR03M+121bps), 11/7/28, Callable 11/7/27 @ 100 (b)

   

5,000

     

5,504

   

See notes to financial statements.

28


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36, Callable
3/3/31 @ 100 (a) (b)
 

$

8,750

   

$

8,843

   
Mizuho Financial Group, Inc.
3.17%, 9/11/27
   

10,000

     

10,960

   

2.17% (H15T1Y+87bps), 5/22/32, Callable 5/22/31 @ 100 (b)

   

8,500

     

8,547

   
Nationwide Building Society
4.00%, 9/14/26 (a)
   

15,000

     

16,685

   

4.12% (USISDA05+185bps), 10/18/32, Callable 10/18/27 @ 100 (a) (b)

   

10,000

     

11,025

   

Royal Bank of Canada, 4.65%, 1/27/26

   

20,000

     

22,975

   
Royal Bank of Scotland Group PLC
3.88%, 9/12/23
   

7,000

     

7,466

   

4.27% (LIBOR03M+176bps), 3/22/25, Callable 3/22/24 @ 100 (b)

   

4,000

     

4,344

   

4.80%, 4/5/26

   

5,000

     

5,748

   

5.08% (LIBOR03M+191bps), 1/27/30, Callable 1/27/29 @ 100 (b)

   

10,000

     

11,984

   
Santander UK Group Holdings PLC
3.57%, 1/10/23, Callable 1/10/22 @ 100
   

5,000

     

5,068

   

2.90% (SOFR+148bps), 3/15/32, Callable 3/15/31 @ 100 (b)

   

3,000

     

3,140

   
Santander UK PLC
5.00%, 11/7/23 (a)
   

7,034

     

7,670

   

4.00%, 3/13/24

   

5,000

     

5,447

   

Shell International Finance BV, 3.63%, 8/21/42

   

10,000

     

11,400

   

Siemens Financieringsmaatschappij NV, 3.40%, 3/16/27 (a)

   

10,000

     

11,143

   
Societe Generale SA, 1.49% (H15T1Y+1bps), 12/14/26, Callable
12/14/25 @ 100 (a) (b)
   

14,500

     

14,452

   
Standard Chartered PLC, 4.87% (LIBOR03M+197bps), 3/15/33, Callable
3/15/28 @ 100 (a) (b)
   

7,500

     

8,363

   

The Bank of Nova Scotia, 4.50%, 12/16/25

   

10,000

     

11,401

   
The Toronto-Dominion Bank, 3.62% (USSW5+221bps), 9/15/31, Callable
9/15/26 @ 100 (b) (i)
   

10,000

     

11,158

   
Washington Aircraft 1 Co. DAC, Title XI (NBGA — United States Government),
2.64%, 9/15/26
   

3,190

     

3,345

   
Westpac Banking Corp.
4.32% (USISDA05+224bps), 11/23/31, Callable 11/23/26 @ 100 (b)
   

10,000

     

11,177

   

2.67% (H15T5Y+2bps), 11/15/35, Callable 11/15/30 @ 100 (b)

   

4,000

     

3,997

   
     

497,347

   

Health Care (0.6%):

 

Mylan NV, 3.95%, 6/15/26, Callable 3/15/26 @ 100

   

5,000

     

5,552

   

Royalty Pharma PLC, 2.20%, 9/2/30, Callable 6/2/30 @ 100 (a)

   

15,167

     

15,095

   

Smith & Nephew PLC, 2.03%, 10/14/30, Callable 7/14/30 @ 100

   

8,500

     

8,444

   
STERIS Irish FinCo Unlimited Co.
2.70%, 3/15/31, Callable 12/15/30 @ 100
   

3,000

     

3,112

   

3.75%, 3/15/51, Callable 9/15/50 @ 100

   

8,000

     

8,840

   

Teva Pharmaceutical Finance Netherlands BV, 3.15%, 10/1/26

   

5,000

     

4,797

   
     

45,840

   

Industrials (1.6%):

 
Air Canada Pass Through Trust
4.13%, 11/15/26 (a)
   

16,388

     

16,779

   

3.60%, 9/15/28 (a)

   

7,431

     

7,529

   

3.75%, 6/15/29 (a)

   

4,553

     

4,692

   

See notes to financial statements.

29


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Avolon Holdings Funding Ltd., 4.25%, 4/15/26, Callable 3/15/26 @ 100 (a) (i)

 

$

9,000

   

$

9,834

   

BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (a)

   

12,000

     

13,266

   

Canadian National Railway Co., 2.75%, 3/1/26, Callable 12/1/25 @ 100 (i)

   

12,000

     

12,926

   
CK Hutchison International Ltd.
2.75%, 10/3/26 (a)
   

5,000

     

5,367

   

3.25%, 9/29/27 (a) (i)

   

10,000

     

10,994

   

CNH Industrial NV, 3.85%, 11/15/27, MTN, Callable 8/15/27 @ 100

   

5,000

     

5,601

   

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)

   

7,200

     

7,873

   

Rolls-Royce PLC, 3.63%, 10/14/25, Callable 7/14/25 @ 100 (a)

   

5,000

     

5,038

   

Smiths Group PLC, 3.63%, 10/12/22 (a)

   

12,250

     

12,692

   

Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (a)

   

10,000

     

10,868

   

Turkish Airlines Pass Through Trust, 4.20%, 9/15/28 (a)

   

6,363

     

5,729

   
     

129,188

   

Materials (0.9%):

 
Anglo American Capital PLC
4.88%, 5/14/25 (a)
   

1,221

     

1,386

   

4.00%, 9/11/27 (a)

   

6,667

     

7,477

   

5.63%, 4/1/30, Callable 1/1/30 @ 100 (a)

   

3,125

     

3,872

   

ArcelorMittal, 7.25%, 10/15/39

   

8,000

     

11,681

   

Boral Finance Pty Ltd., 3.75%, 5/1/28, Callable 2/1/28 @ 100 (a)

   

3,462

     

3,753

   

Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)

   

20,000

     

21,098

   
CCL Industries, Inc.
3.25%, 10/1/26, Callable 7/1/26 @ 100 (a)
   

4,000

     

4,340

   

3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)

   

5,000

     

5,332

   

Teck Resources Ltd., 6.13%, 10/1/35

   

12,334

     

16,231

   
     

75,170

   

Real Estate (0.1%):

 
Scentre Group Trust 1/Scentre Group Trust 2, 3.25%, 10/28/25, Callable
7/30/25 @ 100 (a)
   

10,000

     

10,785

   

Utilities (0.2%):

 

ENEL Chile SA, 4.88%, 6/12/28, Callable 3/12/28 @ 100

   

10,000

     

11,564

   

Total Yankee Dollars (Cost $875,823)

   

955,586

   

Government National Mortgage Association (0.0%) (f)

 

Pass-throughs (0.0%):

 
Government National Mortgage Association
7.50%, 12/15/28-8/15/29
   

87

     

99

   

6.00%, 9/20/32

   

186

     

216

   
     

315

   

Total Government National Mortgage Association (Cost $273)

   

315

   

Municipal Bonds (9.7%)

 

Alabama (0.1%):

 
The Water Works Board of the City of Birmingham Revenue
2.70%, 1/1/29
   

3,000

     

3,261

   

2.80%, 1/1/30, Continuously Callable @100

   

3,000

     

3,252

   
     

6,513

   

See notes to financial statements.

30


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Arizona (0.1%):

 
City of Phoenix Civic Improvement Corp. Revenue
1.16%, 7/1/26
 

$

910

   

$

919

   

1.59%, 7/1/29

   

1,000

     

1,009

   

1.84%, 7/1/31, Continuously Callable @ 100

   

2,000

     

2,021

   

The University of Arizona Revenue, Series A, 1.82%, 6/1/30

   

1,000

     

1,028

   
     

4,977

   

California (0.9%):

 
Chino Public Financing Authority Special Tax
Series A, 1.70%, 9/1/26
   

700

     

716

   

Series A, 1.99%, 9/1/27

   

900

     

927

   

Series A, 2.71%, 9/1/31

   

1,000

     

1,057

   

Series A, 2.81%, 9/1/32, Continuously Callable @ 100

   

715

     

757

   
City of El Cajon CA Revenue
2.09%, 4/1/29
   

425

     

434

   

2.19%, 4/1/30

   

425

     

433

   

2.29%, 4/1/31, Continuously Callable @ 100

   

550

     

559

   
City of Riverside CA Revenue
Series A, 2.49%, 6/1/26
   

1,800

     

1,924

   

Series A, 2.64%, 6/1/27

   

1,400

     

1,509

   
Industry Public Facilities Authority Tax Allocation (INS — Assured Guaranty
Municipal Corp.), Series A, 3.82%, 1/1/22
   

5,000

     

5,078

   

Las Virgenes Unified School District, GO, Series C1, 5.54%, 8/1/25

   

1,250

     

1,412

   

Placentia-Yorba Linda Unified School District, GO, 5.40%, 8/1/21

   

850

     

850

   
Port of Oakland Revenue
4.50%, 5/1/32, Pre-refunded 5/1/22 @ 100
   

75

     

77

   

4.50%, 5/1/32, Pre-refunded 5/1/22 @ 100

   

11,625

     

11,992

   

Series P, 4.50%, 5/1/30, Pre-refunded 5/1/22 @ 100

   

5,000

     

5,158

   
Riverside Community College District, GO
Series B, 3.49%, 8/1/23
   

4,250

     

4,525

   

Series B, 3.61%, 8/1/24

   

3,000

     

3,286

   

San Jose Financing Authority Revenue, 1.71%, 6/1/28

   

2,000

     

2,040

   
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 3.13%, 8/1/28, Continuously Callable @ 100
   

10,000

     

10,956

   
San Marcos Redevelopment Agency Successor Agency Tax Allocation
Series B, 4.02%, 10/1/25
   

5,250

     

5,906

   

Series B, 4.47%, 10/1/29

   

6,500

     

7,828

   

Torrance Unified School District, GO, Series B, 5.52%, 8/1/21

   

2,000

     

2,000

   
Vista Redevelopment Agency Successor Agency Tax Allocation (INS —
Assured Guaranty Municipal Corp.), Series A, 4.13%, 9/1/30,
Continuously Callable @ 100
   

2,590

     

2,771

   
     

72,195

   

Colorado (0.3%):

 
City & County of Denver Co. Airport System Revenue
Series C, 2.14%, 11/15/29
   

4,500

     

4,686

   

Series C, 2.24%, 11/15/30

   

5,000

     

5,224

   

Colorado Health Facilities Authority Revenue, 3.36%, 12/1/30

   

4,500

     

4,578

   

County of El Paso Co. Revenue, 4.47%, 10/1/35

   

5,000

     

5,921

   
     

20,409

   

See notes to financial statements.

31


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Connecticut (0.7%):

 
City of Bridgeport, GO
Series A, 4.03%, 8/15/28
 

$

10,000

   

$

11,444

   

Series A, 4.08%, 8/15/29, Continuously Callable @ 100

   

7,380

     

8,427

   

City of New Haven, GO, Series B, 4.68%, 8/1/31, Continuously Callable @ 100

   

10,000

     

11,677

   
State of Connecticut, GO
Series A, 3.23%, 1/15/25
   

5,000

     

5,433

   

Series A, 2.35%, 7/1/26

   

2,415

     

2,572

   

Series A, 3.43%, 4/15/28

   

1,500

     

1,703

   

Series A, 3.90%, 9/15/28

   

2,500

     

2,925

   

Town of Hamden, GO, 4.93%, 8/15/30, Continuously Callable @ 100

   

3,845

     

4,229

   

Town of Stratford, GO, 5.75%, 8/15/30, Pre-refunded 8/15/23 @ 100

   

10,000

     

11,104

   
     

59,514

   

Florida (0.6%):

 
County of Broward Florida Airport System Revenue, Series C, 2.91%,
10/1/32, Continuously Callable @ 100
   

9,500

     

10,220

   
County of Miami-Dade Aviation Revenue
Series B, 2.70%, 10/1/26
   

8,250

     

8,851

   

Series B, 3.38%, 10/1/30, Continuously Callable @ 100

   

2,500

     

2,788

   

Hillsborough County IDA Revenue, 3.58%, 8/1/35, Continuously Callable @ 100

   

13,500

     

14,428

   
Hillsborough County School Board Certificate participation, Series B,
1.92%, 7/1/25
   

4,250

     

4,381

   

Palm Beach County School District Certificate participation, 5.40%, 8/1/25

   

6,000

     

7,060

   
St. Johns County Industrial Development Authority Revenue (INS —
Assured Guaranty Municipal Corp.), Series B, 2.54%, 10/1/30,
Continuously Callable @ 100
   

2,500

     

2,567

   
     

50,295

   

Georgia (0.3%):

 
Athens Housing Authority Revenue
2.54%, 12/1/27
   

3,405

     

3,663

   

2.59%, 12/1/28

   

4,585

     

4,945

   

2.69%, 12/1/29

   

4,740

     

5,147

   
Atlanta & Fulton County Recreation Authority Revenue
3.80%, 12/15/37
   

2,000

     

2,328

   

4.00%, 12/15/46

   

1,500

     

1,766

   
City of Atlanta GA Water & Wastewater Revenue, 2.26%, 11/1/35,
Continuously Callable @ 100
   

2,500

     

2,559

   

Savannah Hospital Authority Revenue, 3.99%, 7/1/38

   

5,000

     

5,631

   
     

26,039

   

Hawaii (0.5%):

 
City & County of Honolulu, GO
2.81%, 11/1/23, Pre-refunded 11/1/22 @ 100
   

900

     

929

   

3.06%, 11/1/25, Pre-refunded 11/1/22 @ 100

   

680

     

704

   

3.16%, 11/1/26, Pre-refunded 11/1/22 @ 100

   

775

     

803

   

3.26%, 11/1/27, Pre-refunded 11/1/22 @ 100

   

625

     

648

   

3.36%, 11/1/28, Pre-refunded 11/1/22 @ 100

   

690

     

717

   

State of Hawaii Airports System Revenue, Series E, 1.81%, 7/1/27

   

1,370

     

1,384

   

See notes to financial statements.

32


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
State of Hawaii Department of Budget & Finance Revenue
3.25%, 1/1/25
 

$

3,000

   

$

3,156

   

3.10%, 5/1/26

   

7,235

     

7,923

   
State of Hawaii Department of Business Economic Development & Tourism
Revenue, Series A2, 3.24%, 1/1/31
   

13,098

     

14,148

   

State of Hawaii, GO, 2.80%, 10/1/27, Continuously Callable @ 100

   

7,000

     

7,567

   
     

37,979

   

Idaho (0.1%):

 
Idaho State Building Authority Revenue
3.78%, 9/1/30, Continuously Callable @ 100
   

2,500

     

2,857

   

3.93%, 9/1/31, Continuously Callable @ 100

   

2,120

     

2,436

   

3.98%, 9/1/32, Continuously Callable @ 100

   

2,000

     

2,297

   
     

7,590

   

Illinois (0.5%):

 

Chicago O'hare International Airport Revenue, Series D, 2.17%, 1/1/28

   

3,000

     

3,108

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue, Series B, 2.95%,
12/1/28
   

5,000

     

5,377

   

City of Chicago Wastewater Transmission Revenue, 5.84%, 1/1/35

   

6,500

     

8,268

   
Illinois Finance Authority Revenue
3.55%, 8/15/29
   

2,025

     

2,258

   

3.60%, 8/15/30

   

3,000

     

3,361

   

3.51%, 5/15/41

   

4,250

     

4,511

   
Metropolitan Pier & Exposition Authority Revenue
4.11%, 12/15/27
   

5,000

     

5,395

   

4.30%, 12/15/28

   

3,500

     

3,834

   
Winnebago & Boone Counties School District No 205 Rockford, GO, 3.80%,
12/1/26, Continuously Callable @ 100
   

4,500

     

5,007

   
     

41,119

   

Indiana (0.2%):

 
Indiana Finance Authority Revenue
Series A, 3.62%, 7/1/36
   

1,500

     

1,778

   

Series B, 3.43%, 9/15/32, Continuously Callable @ 100

   

4,500

     

4,435

   

Series C, 4.36%, 7/15/29

   

4,955

     

5,919

   

Series C, 4.53%, 7/15/31

   

4,260

     

5,229

   
     

17,361

   

Kansas (0.2%):

 

Kansas Development Finance Authority Revenue, Series H, 4.73%, 4/15/37

   

10,000

     

12,614

   
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series B, 1.66%, 9/1/27
   

2,000

     

2,048

   
     

14,662

   

Kentucky (0.1%):

 
Kentucky Economic Development Finance Authority Revenue
3.72%, 12/1/26
   

2,335

     

2,566

   

3.82%, 12/1/27

   

1,985

     

2,210

   

3.92%, 12/1/28, Continuously Callable @ 100

   

1,000

     

1,113

   

4.02%, 12/1/29, Continuously Callable @ 100

   

1,500

     

1,673

   

4.12%, 12/1/30, Continuously Callable @ 100

   

1,300

     

1,453

   

See notes to financial statements.

33


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Kentucky Economic Development Finance Authority Revenue
(INS — Assured Guaranty Municipal Corp.), 3.62%, 12/1/25
 

$

1,000

   

$

1,083

   
     

10,098

   

Louisiana (0.3%):

 
Louisiana Local Government Environmental Facilities &
Community Development Authority Revenue
1.55%, 2/1/27
   

2,005

     

2,023

   

1.74%, 2/1/28

   

4,500

     

4,543

   

3.24%, 8/1/28

   

16,247

     

17,182

   

Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30

   

3,500

     

3,613

   
     

27,361

   

Maryland (0.3%):

 
Maryland Economic Development Corp. Revenue
Series B, 4.05%, 6/1/27
   

2,290

     

2,431

   

Series B, 4.15%, 6/1/28

   

2,390

     

2,554

   

Series B, 4.25%, 6/1/29

   

2,495

     

2,690

   

Series B, 4.35%, 6/1/30

   

1,325

     

1,441

   

Series B, 4.40%, 6/1/31

   

1,385

     

1,516

   
Maryland Stadium Authority Revenue
Series C, 2.33%, 5/1/34
   

3,010

     

3,062

   

Series C, 2.36%, 5/1/35

   

3,050

     

3,085

   

Series C, 2.81%, 5/1/40

   

7,000

     

7,287

   
     

24,066

   

Massachusetts (0.1%):

 
Massachusetts School Building Authority Revenue, Series B, 2.97%,
10/15/32, Continuously Callable @ 100
   

6,500

     

7,040

   

Michigan (0.2%):

 

Michigan Finance Authority Revenue, 3.08%, 12/1/34

   

13,000

     

14,285

   

Mississippi (0.2%):

 
State of Mississippi, GO
Series D, 3.73%, 10/1/32
   

10,000

     

12,048

   

Series E, 2.83%, 12/1/24

   

1,800

     

1,934

   

Series E, 3.03%, 12/1/25

   

2,000

     

2,191

   
     

16,173

   

Missouri (0.0%): (f)

 

University of Missouri Revenue, 2.01%, 11/1/27, Continuously Callable @ 100

   

3,000

     

3,114

   

New Jersey (0.5%):

 
City of Atlantic, GO
Series A, 4.23%, 9/1/25
   

2,525

     

2,702

   

Series A, 4.29%, 9/1/26

   

2,415

     

2,614

   
New Jersey Economic Development Authority Revenue
Series C, 5.71%, 6/15/30
   

2,500

     

3,048

   

Series NNN, 3.77%, 6/15/31

   

10,000

     

11,007

   

New Jersey Educational Facilities Authority Revenue, Series E, 4.02%, 7/1/39

   

3,000

     

3,219

   
New Jersey Transportation Trust Fund Authority Revenue
5.50%, 12/15/22
   

3,320

     

3,560

   

4.08%, 6/15/39

   

3,845

     

4,435

   

See notes to financial statements.

34


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
New Jersey Transportation Trust Fund Authority Revenue
(INS — AMBAC Assurance Corp.), Series B, 5.25%, 12/15/22
 

$

5,000

   

$

5,345

   
New Jersey Transportation Trust Fund Authority Revenue,
Build America Bond, Series C, 5.75%, 12/15/28
   

1,810

     

2,205

   

Rutgers The State University of New Jersey Revenue, Series S, 1.91%, 5/1/31

   

2,750

     

2,755

   

South Jersey Transportation Authority Revenue, Series B, 2.38%, 11/1/27

   

1,030

     

1,044

   
     

41,934

   

New York (0.8%):

 
Long Island Power Authority Revenue
Series B, 3.98%, 9/1/25
   

2,500

     

2,774

   

Series B, 4.13%, 9/1/26

   

2,500

     

2,831

   

Long Island Power Authority Revenue, Build America Bond, 5.25%, 5/1/22

   

10,000

     

10,342

   
New York State Dormitory Authority Revenue
5.10%, 8/1/34
   

11,400

     

13,688

   

Series A, 2.46%, 7/1/32

   

9,250

     

9,586

   

Series A, 2.51%, 7/1/33

   

5,000

     

5,170

   

Series B, 2.83%, 7/1/31

   

5,000

     

5,371

   

New York State Thruway Authority Revenue, Series M, 2.55%, 1/1/28

   

5,000

     

5,330

   
New York State Urban Development Corp. Revenue
1.88%, 3/15/30
   

2,600

     

2,637

   

2.03%, 3/15/31, Continuously Callable @ 100

   

3,500

     

3,563

   
     

61,292

   

Ohio (0.4%):

 
City of Cleveland Airport System Revenue
Series A, 2.88%, 1/1/31
   

1,230

     

1,311

   

Series A, 2.93%, 1/1/32

   

2,990

     

3,201

   

Series A, 2.98%, 1/1/33

   

3,190

     

3,426

   
Cleveland Department of Public Utilities Division of Public Power Revenue,
5.50%, 11/15/38, Pre-refunded 11/15/24 @ 100
   

10,000

     

11,617

   
State of Ohio, GO
Series A, 1.73%, 8/1/31
   

5,000

     

5,125

   

Series A, 1.78%, 8/1/32

   

7,000

     

7,190

   
     

31,870

   

Oklahoma (0.2%):

 

Oklahoma Development Finance Authority Revenue, Series C, 5.45%, 8/15/28

   

10,250

     

11,576

   
The University of Oklahoma Revenue
Series C, 2.15%, 7/1/30
   

750

     

775

   

Series C, 2.30%, 7/1/31, Continuously Callable @ 100

   

1,000

     

1,040

   
     

13,391

   

Other Territories (0.0%): (f)

 

Federal Home Loan Mortgage Corp. Revenue, Series A1A, 1.60%, 6/15/22

   

2,249

     

2,275

   

Pennsylvania (0.8%):

 

City of Pittsburgh PA, GO, Series B, 1.19%, 9/1/26

   

4,000

     

4,031

   

Commonwealth Financing Authority Revenue, Series A, 3.86%, 6/1/38

   

5,045

     

5,817

   
Pennsylvania Economic Development Financing Authority Revenue,
Series B, 3.20%, 11/15/27
   

1,375

     

1,520

   

Pennsylvania Higher Educational Facilities Authority Revenue, 3.73%, 7/15/43

   

3,000

     

3,090

   

See notes to financial statements.

35


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Pennsylvania IDA Revenue, 3.56%, 7/1/24 (a)

 

$

10,000

   

$

10,546

   
Public Parking Authority of Pittsburgh Revenue, 2.58%, 12/1/31,
Continuously Callable @ 100
   

825

     

855

   

Public Parking Authority Of Pittsburgh Revenue, 2.33%, 12/1/29

   

895

     

921

   
Scranton School District, GO
Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (k)
   

2,800

     

2,859

   

Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (k)

   

1,415

     

1,512

   
Scranton School District, GO (INS-Build America Mutual Assurance Co.)
3.05%, 4/1/29
   

800

     

874

   

3.10%, 4/1/30

   

950

     

1,044

   

3.15%, 4/1/31

   

250

     

276

   
State Public School Building Authority Revenue
3.05%, 4/1/28
   

2,000

     

2,163

   

3.15%, 4/1/30

   

6,460

     

7,039

   
State Public School Building Authority Revenue (INS — Build America
Mutual Assurance Co.), Series B-1, 4.08%, 12/1/23
   

1,300

     

1,382

   

The School District of Philadelphia, GO, 5.06%, 9/1/42

   

10,000

     

12,478

   
University of Pittsburgh-of the Commonwealth System of
Higher Education Revenue
Series C, 2.53%, 9/15/31
   

2,000

     

2,156

   

Series C, 2.58%, 9/15/32

   

1,000

     

1,075

   

Series C, 2.63%, 9/15/33

   

2,000

     

2,150

   
     

61,788

   

Tennessee (0.2%):

 
Jackson Energy Authority Revenue
2.90%, 4/1/22
   

2,000

     

2,035

   

3.05%, 4/1/23

   

2,745

     

2,869

   

Series E, 3.20%, 4/1/24, Continuously Callable @ 100

   

3,915

     

4,095

   
Metropolitan Government Nashville & Davidson County Health &
Educational Facilities Board Revenue, Series B, 4.05%, 7/1/26,
Continuously Callable @ 100
   

8,000

     

8,943

   
     

17,942

   

Texas (1.0%):

 
Central Texas Regional Mobility Authority Revenue
Series C, 1.74%, 1/1/26
   

1,000

     

1,002

   

Series C, 1.84%, 1/1/27

   

1,000

     

997

   

Series C, 2.09%, 1/1/28

   

1,000

     

999

   
City of Corpus Christi TX Utility System Revenue
Series B, 1.49%, 7/15/27
   

2,000

     

2,036

   

Series B, 1.71%, 7/15/28

   

2,220

     

2,272

   
City of Dallas TX Waterworks & Sewer System Revenue,
Series D, 1.68%, 10/1/28
   

1,500

     

1,527

   

City of Houston TX Airport System Revenue, Series C, 2.09%, 7/1/28

   

4,250

     

4,397

   
City of Houston TX Combined Utility System Revenue
Series D, 1.62%, 11/15/30
   

2,250

     

2,263

   

Series E, 3.72%, 11/15/28

   

2,500

     

2,917

   

City of San Antonio TX, GO, 1.76%, 2/1/31, Continuously Callable @ 100

   

8,270

     

8,367

   

See notes to financial statements.

36


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Colony Local Development Corp. Revenue (INS — Berkshire Hathaway
Assurance Corp.), Series A, 4.38%, 10/1/33
 

$

9,000

   

$

10,639

   
Dallas/Fort Worth International Airport Revenue
Series A, 4.44%, 11/1/21
   

2,265

     

2,288

   

Series C, 1.65%, 11/1/26

   

1,500

     

1,538

   

Series C, 1.95%, 11/1/28

   

1,000

     

1,027

   

Series C, 2.05%, 11/1/29

   

1,250

     

1,284

   

Series C, 2.10%, 11/1/30

   

1,000

     

1,025

   
Granbury Independent School District, GO, Series A, 1.87%, 8/1/31,
Continuously Callable @ 100
   

1,000

     

1,021

   
Harris County Cultural Education Facilities Finance Corp. Revenue
3.34%, 11/15/37
   

2,000

     

2,168

   

Series B, 2.10%, 5/15/22

   

875

     

886

   

Series B, 2.17%, 5/15/23

   

1,000

     

1,028

   

Series B, 2.57%, 5/15/26

   

1,000

     

1,062

   

Series D, 2.28%, 7/1/34

   

6,785

     

6,768

   
McLennan County Public Facility Corp. Revenue, 3.90%, 6/1/29,
Continuously Callable @ 100
   

2,000

     

2,148

   

Port of Corpus Christi Authority of Nueces County Revenue, 3.49%, 12/1/25

   

1,000

     

1,107

   
San Antonio Education Facilities Corp. Revenue
2.38%, 4/1/28 (j)
   

1,500

     

1,505

   

2.65%, 4/1/30 (j)

   

1,150

     

1,157

   

2.73%, 4/1/31 (j)

   

750

     

755

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
2.08%, 9/1/28
   

600

     

610

   

2.57%, 9/1/32, Continuously Callable @ 100

   

1,000

     

1,025

   

2.69%, 9/1/33, Continuously Callable @ 100

   

1,000

     

1,029

   
Texas Public Finance Authority Revenue
1.62%, 2/1/31
   

2,000

     

1,957

   

1.78%, 2/1/32, Continuously Callable @ 100

   

1,500

     

1,473

   
Texas Tech University System Revenue
1.55%, 2/15/28
   

2,000

     

2,018

   

1.65%, 2/15/29

   

1,250

     

1,257

   

1.75%, 2/15/30, Continuously Callable @ 100

   

2,500

     

2,508

   
Waco Educational Finance Corp. Revenue
1.53%, 3/1/27
   

1,340

     

1,367

   

1.69%, 3/1/28

   

1,500

     

1,530

   

2.06%, 3/1/31, Continuously Callable @ 100

   

1,500

     

1,533

   
     

80,490

   

Washington (0.1%):

 
Washington State University Revenue
Series A, 2.24%, 10/1/28
   

1,800

     

1,890

   

Series A, 2.31%, 10/1/29

   

5,915

     

6,216

   
     

8,106

   

Wisconsin (0.0%): (f)

 

State of Wisconsin Revenue, Series A, 2.40%, 5/1/30

   

4,000

     

4,252

   

Total Municipal Bonds (Cost $721,816)

   

784,130

   

See notes to financial statements.

37


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

U.S. Government Agency Mortgages (2.9%)

 
Federal Home Loan Mortgage Corp.
Series K018, Class X1, 1.22%, 1/25/22 (c) (d)
 

$

44,965

   

$

172

   

Series K021, Class X1, 1.38%, 6/25/22 (c) (d)

   

62,135

     

582

   

Series K025, Class X1, 0.79%, 10/25/22 (c) (d)

   

61,391

     

512

   

Series K026, Class X1, 0.94%, 11/25/22 (c) (d)

   

85,580

     

899

   

Series K028, Class A2, 3.11%, 2/25/23

   

4,000

     

4,139

   

Series K045, Class A2, 3.02%, 1/25/25

   

10,000

     

10,776

   

Series KPLB, Class A, 2.77%, 5/25/25

   

17,000

     

18,123

   

Series K049, Class A2, 3.01%, 7/25/25

   

8,000

     

8,663

   

Series S8FX, Class A1, 3.02%, 3/25/27

   

11,911

     

12,788

   

Series KIR2, Class A2, 3.17%, 3/25/27

   

9,500

     

10,566

   

Series K068, Class A2, 3.24%, 8/25/27

   

4,533

     

5,084

   

Series K075, Class A2, 3.65%, 2/25/28 (c)

   

3,000

     

3,459

   

Series K095, Class A2, 2.79%, 6/25/29

   

8,750

     

9,683

   

Series K097, Class A2, 2.51%, 7/25/29

   

8,000

     

8,709

   

Series K096, Class A2, 2.52%, 7/25/29

   

9,000

     

9,798

   

Series KG02, Class A2, 2.41%, 8/25/29

   

9,091

     

9,800

   

Series K100, Class A2, 2.67%, 9/25/29

   

5,455

     

6,004

   

5.50%, 12/1/35-4/1/36

   

561

     

644

   

3.50%, 5/1/42-5/1/47

   

12,137

     

13,072

   
     

133,473

   
Federal National Mortgage Association
7.00%, 10/1/22-3/1/23
   

2

     

2

   

Series 2016-M2, Class AV2, 2.15%, 1/25/23

   

4,738

     

4,794

   

Series 2017-M15, Class AV2, 2.62%, 11/25/24 (c)

   

4,732

     

4,974

   

Series 2017-M2, Class A2, 2.80%, 2/25/27 (c)

   

3,445

     

3,747

   

Series M7, Class A2, 2.96%, 2/25/27 (c)

   

2,500

     

2,731

   

2.50%, 2/1/28

   

3,648

     

3,821

   

Series M4, Class A2, 3.05%, 3/25/28 (c)

   

7,105

     

7,957

   

6.50%, 4/1/31-3/1/32

   

330

     

388

   

5.00%, 6/1/33

   

757

     

857

   

2.50%, 11/1/34 (e)

   

4,312

     

4,522

   

5.50%, 9/1/35-5/1/38

   

4,036

     

4,682

   

6.00%, 5/1/36-8/1/37

   

1,353

     

1,594

   

3.50%, 4/1/48-2/1/50

   

16,859

     

17,848

   

4.00%, 4/1/48-2/1/50

   

22,967

     

24,520

   

3.50%, 9/1/49 (e)

   

2,927

     

3,097

   

3.00%, 2/1/50

   

8,043

     

8,424

   
     

93,958

   
Government National Mortgage Association
7.00%, 5/15/23-7/15/32
   

442

     

489

   

6.50%, 6/15/23-10/15/31

   

618

     

688

   

7.50%, 7/15/23-2/15/28

   

222

     

238

   

6.00%, 9/15/28-1/15/33

   

1,273

     

1,422

   

See notes to financial statements.

38


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.50%, 4/20/33

 

$

254

   

$

293

   

5.00%, 8/15/33

   

1,621

     

1,829

   
     

4,959

   
     

232,390

   

Total U.S. Government Agency Mortgages (Cost $219,926)

   

232,390

   

U.S. Treasury Obligations (11.5%)

 
U.S. Treasury Bonds
1.13%, 5/15/40 (e)
   

10,000

     

8,939

   

3.88%, 8/15/40

   

15,000

     

20,271

   

1.38%, 11/15/40

   

20,000

     

18,594

   

1.88%, 2/15/41 (e)

   

9,000

     

9,107

   

2.25%, 5/15/41

   

40,000

     

42,975

   

2.75%, 8/15/42 (e)

   

15,000

     

17,430

   

2.75%, 11/15/42

   

10,000

     

11,619

   

3.38%, 5/15/44

   

5,000

     

6,428

   

3.00%, 11/15/44

   

25,000

     

30,367

   

2.50%, 2/15/45 (e)

   

55,000

     

61,523

   

2.50%, 2/15/46

   

15,000

     

16,819

   

2.25%, 8/15/46 (e)

   

42,950

     

46,023

   

2.88%, 11/15/46 (e)

   

10,000

     

12,008

   

2.75%, 11/15/47 (e)

   

12,000

     

14,147

   

3.00%, 2/15/49

   

10,000

     

12,395

   

1.25%, 5/15/50 (e)

   

30,000

     

25,542

   

1.63%, 11/15/50

   

15,000

     

14,025

   

1.88%, 2/15/51

   

49,000

     

48,640

   

2.38%, 5/15/51

   

20,000

     

22,194

   
U.S. Treasury Inflation Indexed Bonds
2.38%, 1/15/25
   

57,110

     

66,792

   

0.88%, 1/15/29

   

10,658

     

12,680

   
U.S. Treasury Notes
1.50%, 8/31/21 (e)
   

40,000

     

40,044

   

2.13%, 12/31/21

   

30,000

     

30,253

   

2.00%, 2/15/22

   

15,000

     

15,155

   

2.00%, 7/31/22

   

30,000

     

30,573

   

0.13%, 11/30/22 (e)

   

25,000

     

25,004

   

2.38%, 1/31/23 (e)

   

5,000

     

5,168

   

2.00%, 2/15/23

   

10,000

     

10,285

   

1.50%, 2/28/23

   

20,000

     

20,430

   

0.13%, 7/15/23

   

20,000

     

19,980

   

0.13%, 12/15/23

   

50,000

     

49,863

   

2.50%, 5/15/24

   

5,000

     

5,305

   

2.50%, 1/31/25 (e)

   

5,000

     

5,357

   

2.00%, 2/15/25

   

70,000

     

73,773

   

1.63%, 2/15/26

   

40,000

     

41,775

   

2.38%, 5/15/27 (e)

   

10,000

     

10,884

   

See notes to financial statements.

39


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

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

2.25%, 8/15/27

 

$

10,000

   

$

10,825

   

2.25%, 11/15/27

   

10,000

     

10,830

   

Total U.S. Treasury Obligations (Cost $860,448)

   

924,022

   

Commercial Paper (4.6%)

 

Alliant Energy, 0.16%, 8/5/21 (a) (l)

   

18,200

     

18,200

   

American Honda Finance, 0.14%, 8/5/21 (l)

   

25,000

     

24,999

   
CenterPoint Energy Resources Corp.
0.15%, 8/18/21 (a) (l)
   

7,000

     

6,999

   

0.15%, 8/20/21 (a) (l)

   

13,000

     

12,999

   
CenterPoint Energy, Inc.
0.15%, 8/6/21 (a) (l)
   

3,000

     

3,000

   

0.15%, 8/10/21 (a) (l)

   

2,000

     

2,000

   

Dominion Resources, Inc., 0.15%, 8/16/21 (a) (l)

   

25,000

     

24,998

   

Duke Energy Corp., 0.15%, 8/11/21 (a) (l)

   

1,358

     

1,358

   

Eaton Corp. PLC, 0.16%, 8/5/21 (a) (l)

   

25,000

     

24,999

   
Enbridge U.S., Inc.
0.15%, 8/20/21 (a) (l)
   

16,000

     

15,999

   

0.15%, 8/23/21 (a) (l)

   

9,000

     

8,999

   

Eversource Energy, 0.14%, 8/13/21 (a) (l)

   

20,450

     

20,449

   
Experian Finance PLC
0.14%, 8/10/21 (a) (l)
   

10,000

     

10,000

   

0.14%, 8/12/21 (a) (l)

   

5,000

     

5,000

   

0.14%, 8/16/21 (a) (l)

   

10,000

     

9,999

   
Glencore Funding LLC
0.18%, 8/11/21 (a) (l)
   

15,000

     

14,999

   

0.19%, 8/12/21 (a) (l)

   

10,000

     

9,999

   
Hannover Funding Co. LLC
0.21%, 8/4/21 (a) (l)
   

12,000

     

12,000

   

0.20%, 8/5/21 (a) (l)

   

4,000

     

4,000

   

0.19%, 8/11/21 (a) (l)

   

5,000

     

5,000

   

0.22%, 8/17/21 (a) (l)

   

4,000

     

3,999

   
Hyundai Capital America
0.15%, 8/2/21 (a) (l)
   

11,500

     

11,500

   

0.12%, 8/9/21 (a) (l)

   

13,500

     

13,499

   

McCormick & Co., Inc., 0.14%, 8/20/21 (a) (l)

   

1,600

     

1,600

   

OGE Energy Corp., 0.16%, 8/5/21 (a) (l)

   

9,000

     

9,000

   
Public Service Enterprise Group
0.15%, 8/18/21 (a) (l)
   

20,000

     

19,998

   

0.15%, 8/20/21 (a) (l)

   

5,000

     

5,000

   
Puget Sound Energy, Inc.
0.15%, 8/13/21 (l)
   

5,000

     

5,000

   

0.15%, 8/16/21 (l)

   

6,000

     

6,000

   

0.15%, 8/18/21 (l)

   

10,000

     

9,999

   

Sonoco Products Co., 0.20%, 8/2/21 (l)

   

22,000

     

22,000

   

The J.M. Smucker Co., 0.20%, 8/2/21 (a) (l)

   

24,800

     

24,800

   

Total Commercial Paper (Cost $368,394)

   

368,391

   

See notes to financial statements.

40


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

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (0.4%)

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

5,466

   

$

5

   

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

   

32,989,019

     

32,989

   

Total Collateral for Securities Loaned (Cost $32,994)

   

32,994

   

Total Investments (Cost $7,504,492) — 100.0%

   

8,070,746

   

Other assets in excess of liabilities — 0.0% (f)

   

3,059

   

NET ASSETS — 100.00%

 

$

8,073,805

   

At July 31, 2021, the Fund's investments in foreign securities were 12.5% 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 July 31, 2021, the fair value of these securities was $2,090,003 (thousands) and amounted to 25.9% of net assets.

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

(d)  Security is interest only.

(e)  All or a portion of this security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.

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

(g)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(h)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of July 31, 2021, illiquid securities were 0.4% of net assets.

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

(j)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(k)  Put Bond.

(l)  Rate represents the effective yield at July 31, 2021.

(m)  Rate disclosed is the daily yield on July 31, 2021.

AMBAC — American Municipal Bond Assurance Corporation

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

See notes to financial statements.

41


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

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

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

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

Title XI — The Title XI Guarantee Program provides a guarantee of payment of principal and interest of debt obligations issued by U.S. merchant marine and U.S. shipyards by enabling owners of eligible vessels and shipyards to obtain financing at attractive terms. The guarantee carries the full faith and credit of the U.S. government.

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of July 31, 2021.

USSW5 — USD 5 Year Swap Rate, rate disclosed as of July 31, 2021.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.

42


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA
Income Fund
 

Assets:

 

Investments, at value (Cost $7,504,492)

 

$

8,070,746

(a)

 

Cash

   

3,325

   

Deposit with broker for futures contracts

   

2,059

   

Receivables:

 

Interest and dividends

   

60,746

   

Capital shares issued

   

2,607

   

From Adviser

   

4

   

Prepaid expenses

   

77

   

Total Assets

   

8,139,564

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

32,994

   

Investments purchased

   

25,607

   

Capital shares redeemed

   

4,179

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,222

   

Administration fees

   

819

   

Custodian fees

   

57

   

Transfer agent fees

   

668

   

Compliance fees

   

5

   

Trustees' fees

   

1

   
12b-1 fees    

8

   

Other accrued expenses

   

199

   

Total Liabilities

   

65,759

   

Net Assets:

 

Capital

   

7,425,627

   

Total accumulated earnings/(loss)

   

648,178

   

Net Assets

 

$

8,073,805

   

Net Assets

 

Fund Shares

 

$

3,089,682

   

Institutional Shares

   

4,898,801

   

Class A

   

77,209

   

Class C

   

19

   

R6 Shares

   

8,094

   

Total

 

$

8,073,805

   

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

 

Fund Shares

   

223,361

   

Institutional Shares

   

354,393

   

Class A

   

5,599

   

Class C

   

1

   

R6 Shares

   

585

   

Total

   

583,939

   

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

 

Fund Shares

 

$

13.83

   
Institutional Shares    

13.82

   
Class A    

13.79

   
Class C (c)    

13.79

   
R6 Shares    

13.83

   

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 shares
 

$

14.11

   

(a)  Includes $31,866 of securities on loan.

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

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

See notes to financial statements.

43


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA
Income Fund
 

Investment Income:

 

Dividends

 

$

4,451

   

Interest

   

266,140

   

Securities lending (net of fees)

   

45

   

Foreign tax withholding

   

(2

)

 

Total Income

   

270,634

   

Expenses:

 

Investment advisory fees

   

14,486

   

Administration fees — Fund Shares

   

4,748

   

Administration fees — Institutional Shares

   

4,825

   

Administration fees — Class A

   

121

   

Administration fees — Class C

   

(a)

 

Administration fees — R6 Shares

   

6

   

Sub-Administration fees

   

28

   
12b-1 fees — Class A    

202

   
12b-1 fees — Class C    

(a)

 

Custodian fees

   

372

   

Transfer agent fees — Fund Shares

   

3,020

   

Transfer agent fees — Institutional Shares

   

4,825

   

Transfer agent fees — Class A

   

81

   

Transfer agent fees — Class C

   

(a)

 

Transfer agent fees — R6 Shares

   

1

   

Trustees' fees

   

62

   

Compliance fees

   

52

   

Legal and audit fees

   

102

   

State registration and filing fees

   

143

   

Interfund lending fees

   

1

   

Other expenses

   

673

   

Total Expenses

   

33,748

   

Expenses waived/reimbursed by Adviser

   

(28

)

 

Net Expenses

   

33,720

   

Net Investment Income (Loss)

   

236,914

   

Realized/Unrealized Gains (Losses) from Investments:

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

115,776

   
Net change in unrealized appreciation/depreciation on investment
securities and foreign currency translations
   

(54,721

)

 

Net realized/unrealized gains (losses) on investments

   

61,055

   

Change in net assets resulting from operations

 

$

297,969

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

44


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Income Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

236,914

   

$

275,932

   

Net realized gains (losses) from investments

   

115,776

     

106,571

   
Net change in unrealized appreciation/depreciation on
investments
   

(54,721

)

   

310,804

   

Change in net assets resulting from operations

   

297,969

     

693,307

   

Distributions to Shareholders:

 

Fund Shares

   

(144,726

)

   

(110,589

)

 

Institutional Shares

   

(221,182

)

   

(173,849

)

 

Class A

   

(3,502

)

   

(2,835

)

 

Class C (a)

   

(1

)

   

(b)

 

R6 Shares

   

(566

)

   

(792

)

 

Change in net assets resulting from distributions to shareholders

   

(369,977

)

   

(288,065

)

 

Change in net assets resulting from capital transactions

   

(234,278

)

   

(403,727

)

 

Change in net assets

   

(306,286

)

   

1,515

   

Net Assets:

 

Beginning of period

   

8,380,091

     

8,378,576

   

End of period

 

$

8,073,805

   

$

8,380,091

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

288,952

   

$

701,830

   

Distributions reinvested

   

139,349

     

105,951

   

Cost of shares redeemed

   

(601,218

)

   

(886,140

)

 

Total Fund Shares

 

$

(172,917

)

 

$

(78,359

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

658,696

   

$

814,499

   

Distributions reinvested

   

220,877

     

172,774

   

Cost of shares redeemed

   

(918,266

)

   

(1,300,445

)

 

Total Institutional Shares

 

$

(38,693

)

 

$

(313,172

)

 

Class A

 

Proceeds from shares issued

 

$

2,020

   

$

3,777

   

Distributions reinvested

   

3,419

     

2,779

   

Cost of shares redeemed

   

(14,648

)

   

(18,634

)

 

Total Class A

 

$

(9,209

)

 

$

(12,078

)

 

Class C (a)

 

Proceeds from shares issued

 

$

   

$

18

   

Distributions reinvested

   

1

     

(b)

 

Total Class C

 

$

1

   

$

18

   

R6 Shares

 

Proceeds from shares issued

 

$

6,544

   

$

6,753

   

Distributions reinvested

   

350

     

609

   

Cost of shares redeemed

   

(20,354

)

   

(7,498

)

 

Total R6 Shares

 

$

(13,460

)

 

$

(136

)

 

Change in net assets resulting from capital transactions

 

$

(234,278

)

 

$

(403,727

)

 

(a)  Class C commenced operations on June 29, 2020.

(b)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

45


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Income Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

20,967

     

52,125

   

Reinvested

   

10,105

     

7,872

   

Redeemed

   

(43,669

)

   

(66,180

)

 

Total Fund Shares

   

(12,597

)

   

(6,183

)

 

Institutional Shares

 

Issued

   

47,903

     

60,462

   

Reinvested

   

16,032

     

12,844

   

Redeemed

   

(66,600

)

   

(96,812

)

 

Total Institutional Shares

   

(2,665

)

   

(23,506

)

 

Class A

 

Issued

   

147

     

282

   

Reinvested

   

249

     

207

   

Redeemed

   

(1,066

)

   

(1,397

)

 

Total Class A

   

(670

)

   

(908

)

 

Class C (a)

 

Issued

   

     

1

   

Reinvested

   

(b)

   

(b)

 

Total Class C

   

     

1

   

R6 Shares

 

Issued

   

474

     

501

   

Reinvested

   

25

     

45

   

Redeemed

   

(1,477

)

   

(554

)

 

Total R6 Shares

   

(978

)

   

(8

)

 

Change in Shares

   

(16,910

)

   

(30,604

)

 

(a)  Class C commenced operations on June 29, 2020.

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

46


This page is intentionally left blank.

47


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Income Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

13.95

     

0.40

(d)

   

0.11

     

0.51

     

(0.40

)

   

(0.23

)

 

July 31, 2020

 

$

13.28

     

0.43

(d)

   

0.69

     

1.12

     

(0.41

)

   

(0.04

)

 

July 31, 2019

 

$

12.68

     

0.45

     

0.60

     

1.05

     

(0.45

)

   

(e)

 

July 31, 2018

 

$

13.20

     

0.45

     

(0.51

)

   

(0.06

)

   

(0.44

)

   

(0.02

)

 

July 31, 2017

 

$

13.40

     

0.44

     

(0.20

)

   

0.24

     

(0.44

)

   

   

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

13.94

     

0.41

(d)

   

0.11

     

0.52

     

(0.41

)

   

(0.23

)

 

July 31, 2020

 

$

13.27

     

0.44

(d)

   

0.69

     

1.13

     

(0.42

)

   

(0.04

)

 

July 31, 2019

 

$

12.67

     

0.45

     

0.61

     

1.06

     

(0.46

)

   

(e)

 

July 31, 2018

 

$

13.19

     

0.44

     

(0.50

)

   

(0.06

)

   

(0.44

)

   

(0.02

)

 

July 31, 2017

 

$

13.39

     

0.45

     

(0.20

)

   

0.25

     

(0.45

)

   

   

Class A

 

Year Ended:

 

July 31, 2021

 

$

13.91

     

0.36

(d)

   

0.11

     

0.47

     

(0.36

)

   

(0.23

)

 

July 31, 2020

 

$

13.24

     

0.40

(d)

   

0.69

     

1.09

     

(0.38

)

   

(0.04

)

 

July 31, 2019

 

$

12.65

     

0.42

     

0.59

     

1.01

     

(0.42

)

   

(e)

 

July 31, 2018

 

$

13.16

     

0.41

     

(0.49

)

   

(0.08

)

   

(0.41

)

   

(0.02

)

 

July 31, 2017

 

$

13.36

     

0.42

     

(0.21

)

   

0.21

     

(0.41

)

   

   

Class C

 

Year Ended:

 

July 31, 2021

 

$

13.92

     

0.26

(d)

   

0.11

     

0.37

     

(0.27

)

   

(0.23

)

 
June 29, 2020 (f)
through July 31, 2020
 

$

13.64

     

0.02

(d)

   

0.27

     

0.29

     

(0.01

)

   

   

R6 Shares

 

Year Ended:

 

July 31, 2021

 

$

13.95

     

0.42

(d)

   

0.11

     

0.53

     

(0.42

)

   

(0.23

)

 

July 31, 2020

 

$

13.27

     

0.45

(d)

   

0.70

     

1.15

     

(0.43

)

   

(0.04

)

 

July 31, 2019

 

$

12.67

     

0.47

     

0.60

     

1.07

     

(0.47

)

   

(e)

 

July 31, 2018

 

$

13.19

     

0.45

     

(0.49

)

   

(0.04

)

   

(0.46

)

   

(0.02

)

 
December 1, 2016 (f)
through July 31, 2017
 

$

12.83

     

0.30

     

0.36

     

0.66

     

(0.30

)

   

   

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

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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.

See notes to financial statements.

48


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 Income Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.63

)

 

$

13.83

     

3.75

%

   

0.44

%

   

2.90

%

   

0.44

%

 

$

3,089,682

     

20

%

 

July 31, 2020

   

(0.45

)

 

$

13.95

     

8.64

%

   

0.50

%

   

3.22

%

   

0.50

%

 

$

3,292,322

     

25

%

 

July 31, 2019

   

(0.45

)

 

$

13.28

     

8.50

%

   

0.55

%

   

3.49

%

   

0.55

%

 

$

3,214,507

     

13

%

 

July 31, 2018

   

(0.46

)

 

$

12.68

     

(0.47

)%

   

0.52

%

   

3.40

%

   

0.52

%

 

$

3,055,739

     

8

%

 

July 31, 2017

   

(0.44

)

 

$

13.20

     

1.91

%

   

0.49

%

   

3.40

%

   

0.49

%

 

$

3,617,550

     

9

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.64

)

 

$

13.82

     

3.80

%

   

0.40

%

   

2.95

%

   

0.40

%

 

$

4,898,801

     

20

%

 

July 31, 2020

   

(0.46

)

 

$

13.94

     

8.78

%

   

0.45

%

   

3.28

%

   

0.45

%

 

$

4,978,740

     

25

%

 

July 31, 2019

   

(0.46

)

 

$

13.27

     

8.58

%

   

0.48

%

   

3.56

%

   

0.48

%

 

$

5,048,203

     

13

%

 

July 31, 2018

   

(0.46

)

 

$

12.67

     

(0.41

)%

   

0.47

%

   

3.46

%

   

0.47

%

 

$

4,629,713

     

8

%

 

July 31, 2017

   

(0.45

)

 

$

13.19

     

1.97

%

   

0.43

%

   

3.45

%

   

0.43

%

 

$

3,644,795

     

9

%

 

Class A

 

Year Ended:

 

July 31, 2021

   

(0.59

)

 

$

13.79

     

3.50

%

   

0.70

%

   

2.64

%

   

0.71

%

 

$

77,209

     

20

%

 

July 31, 2020

   

(0.42

)

 

$

13.91

     

8.40

%

   

0.77

%

   

2.96

%

   

0.77

%

 

$

87,216

     

25

%

 

July 31, 2019

   

(0.42

)

 

$

13.24

     

8.20

%

   

0.77

%

   

3.28

%

   

0.77

%

 

$

95,026

     

13

%

 

July 31, 2018

   

(0.43

)

 

$

12.65

     

(0.61

)%

   

0.74

%

   

3.18

%

   

0.74

%

 

$

105,072

     

8

%

 

July 31, 2017

   

(0.41

)

 

$

13.16

     

1.67

%

   

0.72

%

   

3.17

%

   

0.72

%

 

$

130,912

     

9

%

 

Class C

 

Year Ended:

 

July 31, 2021

   

(0.50

)

 

$

13.79

     

2.73

%

   

1.42

%

   

1.92

%

   

68.87

%

 

$

19

     

20

%

 
June 29, 2020 (f)
through July 31, 2020
   

(0.01

)

 

$

13.92

     

2.15

%

   

1.43

%

   

1.93

%

   

175.42

%

 

$

19

     

25

%

 

R6 Shares

 

Year Ended:

 

July 31, 2021

   

(0.65

)

 

$

13.83

     

3.90

%

   

0.30

%

   

3.07

%

   

0.35

%

 

$

8,094

     

20

%

 

July 31, 2020

   

(0.47

)

 

$

13.95

     

8.86

%

   

0.37

%

   

3.35

%

   

0.37

%

 

$

21,794

     

25

%

 

July 31, 2019

   

(0.47

)

 

$

13.27

     

8.68

%

   

0.39

%

   

3.65

%

   

0.43

%

 

$

20,840

     

13

%

 

July 31, 2018

   

(0.48

)

 

$

12.67

     

(0.32

)%

   

0.39

%

   

3.56

%

   

0.58

%

 

$

18,874

     

8

%

 
December 1, 2016 (f)
through July 31, 2017
   

(0.30

)

 

$

13.19

     

5.22

%

   

0.39

%

   

3.50

%

   

0.99

%

 

$

5,142

     

9

%

 

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

(b)  Annualized for periods less than one year.

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

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

(e)  Amount is less than $0.005 per share.

(f)  Commencement of operations.

See notes to financial statements.

49


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Income Fund (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

The Board of Trustees (the "Board") of USAA Mutual Funds Trust approved the addition of Class Z for the Fund. This new share class became effective February 5, 2021, but has not yet been funded. Class Z is only available to participants in certain eligible separately managed accounts (also referred to as wrap fee programs) and other advisory clients of Victory Capital Management Inc. ("VCM" or the "Adviser") or its affiliates that are subject to a separate contractual fee for investment management services. The Adviser has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, capitalized expenses, and other extraordinary expenses) do not exceed 0.00% of the Fund's Class Z for an indefinite term.

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)

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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 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.

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.

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 July 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

 

$

   

$

494,355

   

$

   

$

494,355

   

Collateralized Mortgage Obligations

   

     

398,201

     

     

398,201

   

Common Stocks

   

933

     

     

     

933

   

Preferred Stocks

   

41,151

     

32,455

     

     

73,606

   

Senior Secured Loans

   

     

9,185

     

     

9,185

   

Corporate Bonds

   

     

3,796,638

     

     

3,796,638

   

Yankee Dollars

   

     

955,586

     

     

955,586

   

Government National Mortgage Association

   

     

315

     

     

315

   

Municipal Bonds

   

     

784,130

     

     

784,130

   

U.S. Government Agency Mortgages

   

     

232,390

     

     

232,390

   

U.S. Treasury Obligations

   

     

924,022

     

     

924,022

   

Commercial Paper

   

     

368,391

     

     

368,391

   

Collateral for Securities Loaned

   

32,994

     

     

     

32,994

   

Total

 

$

75,078

   

$

7,995,668

   

$

   

$

8,070,746

   

For the year ended July 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

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  Notes to Financial Statements — continued
July 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:

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.

Bank Loans:

The Fund may invest in loan interests and direct debt instruments, generally referred to as bank loans, which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations), to suppliers of goods or services (in the case of trade claims or other receivables), or to other parties. These investments involve a risk of loss in case of the default, insolvency, or bankruptcy of the borrower.

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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.

Derivate 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 presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of July 31, 2021, the Fund did not hold any futures 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 discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations. Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds have been provided for in accordance with each investment's applicable country's tax rules and rates.

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July 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.

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

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

31,866

   

$

   

$

32,994

   

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 investment securities 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 (losses) from investment securities and foreign currency translations on the Statement of Operations.

Federal Income Taxes:

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

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes

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USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 an 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 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 July 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)
 
$

78,136

   

$

   

$

   

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 July 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

1,255,660

   

$

1,783,224

   

$

299,300

   

$

270,833

   

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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.5

%

 

USAA Target Retirement Income Fund

   

1.2

%

 

USAA Target Retirement 2030 Fund

   

1.0

%

 

USAA Target Retirement 2040 Fund

   

0.4

%

 

USAA Target Retirement 2050 Fund

   

0.2

%

 

USAA Target Retirement 2060 Fund

   

0.0

%*

 

*  Amount is less than 0.05%.

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July 31, 2021
 

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 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 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 A Rated Bond Funds Index. The Lipper A Rated Bond Funds Index tracks the total return performance of the largest funds within the Lipper A Rated Bond Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
+/- 20 to 50  

+/- 4

 
+/- 51 to 100  

+/- 5

 
+/- 101 and greater  

+/- 6

 

(a) Based on the difference between the 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 A Rated Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance fees were $(1,930), $(2,919), $(53), less than $(1), and $(12) for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares in thousands, respectively. Performance adjustments were (0.06)%, (0.06)%, (0.07)%, (0.01)%, and (0.09)% for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, 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.

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  Notes to Financial Statements — continued
July 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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, Class A, Class C, and R6 Shares, paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A 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

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the Distributor for the year ended July 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 July 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.52%, 0.46%, 0.77%, 1.43%, and 0.39% for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively.

Under 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 July 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 July 31, 2021.

Expires
2022
  Expires
2023
  Expires
2024
 

Total

 
$

2

   

$

3

   

$

28

   

$

33

   

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 July 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.

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

58


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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.

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 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.

59


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

8,497

     

13

     

0.58

%

 

$

22,423

   
Lender    

     

4,088

     

6

     

0.62

%

   

5,812

   

*  For the year ended July 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

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

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net

60


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 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

 
$

570

   

$

(570

)

 

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 July 31, 2021

 

Year Ended July 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
 
$

252,987

   

$

116,990

   

$

369,977

   

$

267,356

   

$

20,709

   

$

288,065

   

As of July 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)
 
$

18,240

   

$

65,616

   

$

7

   

$

83,863

   

$

564,315

   

$

648,178

   

*  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 hybrid accruals interest purchased.

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

As of July 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)
 
$

7,506,431

   

$

584,278

   

$

(19,963

)

 

$

564,315

   

61


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Income Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 31, 2021, by correspondence with the custodian, agent banks and brokers or by other appropriate auditing procedures where replies from brokers or agent banks 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
September 29, 2021


62


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 

63


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 

64


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.

65


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 

66


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.

67


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 

68


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Hypothetical
Expenses
Paid
During
Period
2/1/21-
7/31/21*
  Annualized
Expense
Ratio
During
Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,015.50

   

$

1,022.61

   

$

2.20

   

$

2.21

     

0.44

%

 

Institutional Shares

   

1,000.00

     

1,015.70

     

1,022.81

     

2.00

     

2.01

     

0.40

%

 

Class A

   

1,000.00

     

1,014.20

     

1,021.32

     

3.50

     

3.51

     

0.70

%

 

Class C

   

1,000.00

     

1,010.60

     

1,017.75

     

7.08

     

7.10

     

1.42

%

 

R6 Shares

   

1,000.00

     

1,016.30

     

1,023.36

     

1.45

     

1.45

     

0.29

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

69


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):





  Qualified
Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest
Income
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 

   

1

%

   

75

%

 

$

14,628

   

$

116,990

   

70


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.

71


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  

23423-0921


JULY 31, 2021

Annual Report

USAA Short-Term Bond 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 Capital 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

    39    

Statement of Operations

    40    

Statements of Changes in Net Assets

    41    

Financial Highlights

    44    

Notes to Financial Statements

   

46

   
Report of Independent
Registered Public Accounting Firm
   

59

   

Supplemental Information (Unaudited)

   

60

   

Trustees' and Officers' Information

    60    

Proxy Voting and Portfolio Holdings Information

    66    

Expense Examples

    66    

Additional Federal Income Tax Information

    67    

Liquidity Risk Management Program

    68    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA Short-Term Bond Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Unprecedented is a word that has been used quite a bit over the last year or so. Never in the history of the United States (and most, if not all, of the world for that matter) has most of the country's economy been put into a self-imposed shut down. The COVID-19 pandemic was the reason for this self-imposed shutdown, which led to unprecedented economic results. For example, at its low point, U.S. employment shrank by almost 21 million people in one month alone. The pre-COVID-19 unemployment rate jumped from a very low 3.5% to a high of 14.8%, all in a matter of two months. Similarly, real GDP saw a collapse of -31.2% in the second quarter of 2020. While these numbers are unprecedented, there was other human and economic damage that stemmed from the pandemic, including bankruptcies (both business and personal), deferred health care, and other human tragedies that are difficult, if not impossible, to measure.

Thankfully, the United States and the world are beginning to emerge from this unprecedented tragedy. Most states have lifted their lockdowns, and life has begun returning to normal. The economy started adding jobs in May 2020, but still remains about five million jobs short of the jobs that were lost during the pandemic, but we are seeing progress every month. Likewise, GDP jumped 33.8% in the third quarter of 2020, and has been relatively strong since. One result of returning to normal, however, has been a surge in inflation.

Higher inflation was a trigger that led to the recent increase in interest rates, causing the yield curve to steepen, especially in the one year and longer part of the Treasury curve, as the market began pricing in increases in the short term Federal Funds rate. The widely followed Consumer Price Index ("CPI") began showing the effects of the economy getting back to normal in March 2021, as CPI posted a 2.6% increase, and then a string of higher monthly numbers: 4.2%, 5%, 5.40%, and 5.40% from April through July 2021, respectively. While these rates are higher than they have been, this increase is likely transitory, as most of the increase has been in used car prices, gasoline, and rents, demand for which was suppressed during the pandemic. In fact, if we take the average monthly CPI from March 2020 through July 2021 (to account for lower CPI during the pandemic), the average is 2.1%, which is just slightly over the 2019 average monthly CPI of 1.82%.

Credit spreads spiked in March 2020 and hit their high point at 373 basis points ("bps"), but decreased relatively quickly during the year. They are now lower than pre-pandemic spreads: the Bloomberg U.S. Aggregate Investment Grade Corporate Index option adjusted spread was 93 bps at December 31, 2019, and ended July 2021 at 86 bps. Year over year by ratings, AAA, AA, A, and BBB spreads fell by 13, 29, 31, and 66 bps, respectively. High-yield spreads decreased by 195 bps. (Spreads generally are considered an indication of risk; the wider the spread, the greater the perceived risk.)

No doubt, the unprecedented stimulus from the federal and state governments, in the form of direct payments to consumers and businesses (funded by unprecedented borrowing), helped calm markets and allowed out of work employees to manage for a


4


USAA Mutual Funds Trust

USAA Short-Term Bond Fund (continued)

Managers' Commentary (continued)

time without a paycheck. Likewise, the U.S. Federal Reserve (the "Fed") corporate bond buying programs and effectively zero short term interest rates helped the credit markets stay open. Many corporations took advantage of cheap funding and borrowed heavily to have adequate cash to help survive the lockdowns.

For its part, the Fed appears committed to an effectively zero Federal Funds rate for the near term, indicating no increases until 2023. Although Treasury rates have recently risen and the yield curve has steepened, rates remain below year end 2019 by 152 bps at the short end of the curve, 68 bps for the 10 year, and by 50 bps at the long end.

•  How did the USAA Short-Term Bond Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and R6 Shares. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, Class A, and R6 Shares had total returns of 3.60%, 3.68%, 3.38%, and 3.71%, respectively. This compares to returns of 1.07% for the Bloomberg 1-3 Year Credit Index (the "Index") and 2.13% for the Lipper Short Investment Grade Debt Funds Index.

•  What strategies did you employ during the reporting period?

The Fund earned a positive total return during the reporting period and outperformed the Index, driven primarily by coupon income and the decline in credit spreads, offset to some extent by an increase in U.S. Treasury yields. Changes in the yield curve detracted from performance, as the fund is more laddered than the Index, where as allocation and selection added to performance. Reflecting the portfolio's diversification, the Fund's results were spread among a variety of sectors. Within corporate bonds, the Fund benefited from investments in airlines, consumer cyclical services, finance companies, aerospace and defense, and independent exploration & production. Certain other market segments weighed on relative performance, although they produced positive returns. These included U.S. Treasurys, cash, pharmaceuticals, integrated energy, and taxable municipal securities. We continued to adhere to our disciplined investment approach, which seeks to maintain an attractive yield with an acceptable level of risk. From a credit risk perspective, our higher exposure to BBB and high yield bonds outperformed, while higher rated investment-grade bonds posted lower returns relative to the portfolio returns as well as the Index.

To identify attractive investment opportunities, we worked with our in-house team of credit analysts, continuing to build the portfolio bond-by-bond, through fundamental bottom-up analysis. We seek ideas where our fundamental understanding of the credit risk is different than the market. This approach, we believe, will generate total returns that may outperform our peers over the long run, with less volatility. Our credit analysts review all securities considered for purchase and assign their own independent credit rating. As always, they continuously monitor every holding in the Fund. We are committed to building a portfolio diversified among multiple asset classes and across a large number of issuers. To minimize the Fund's exposure to potential surprises, we limit the positions we take in any one issuer.

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


5


USAA Mutual Funds Trust

USAA Short-Term Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

  Institutional
Shares
 

Class A

  R6
Shares
         

INCEPTION DATE

 

6/1/93

 

8/1/08

 

8/2/10

 

12/1/16

         
    Net
Asset
Value
  Net
Asset
Value
  Net
Asset
Value
  Maximum
Offering
Price
  Net
Asset
Value
  Bloomberg
1-3 Year
Credit Index1
  Lipper Short
Investment
Grade Debt
Funds Index2
 

One Year

   

3.60

%

   

3.68

%

   

3.38

%

   

1.10

%

   

3.71

%

   

1.07

%

   

2.13

%

 

Five Year

   

2.87

%

   

2.97

%

   

2.66

%

   

2.19

%

   

NA

     

2.42

%

   

2.48

%

 

Ten Year

   

2.46

%

   

2.58

%

   

2.23

%

   

2.00

%

   

NA

     

2.12

%

   

2.01

%

 

Since Inception

   

NA

     

NA

     

NA

     

NA

     

3.32

%

   

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 ("MOP") 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 Short-Term Bond Fund — Growth of $10,000

1The broad-based Bloomberg 1-3 Year Credit Index measures the performance of investment grade corporate debt and sovereign, supranational, local authority, and non-U.S. agency bonds that have a remaining maturity of at least one year and less than three years. 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. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The Lipper Short Investment Grade Debt Funds Index tracks the total return performance of funds in the Lipper Short Investment Grade Debt Funds category. 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 shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high current income consistent with preservation of principal.

Asset Allocation*:

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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 Short-Term Bond Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (26.8%)

 
American Credit Acceptance Receivables Trust, Series 2020-3, Class C,
1.85%, 6/15/26, Callable 6/13/23 @ 100 (a)
 

$

3,000

   

$

3,042

   
American Credit Acceptance Receivables Trust, Series 2018-3, Class D,
4.14%, 10/15/24, Callable 5/12/22 @ 100 (a)
   

1,409

     

1,427

   
American Credit Acceptance Receivables Trust, Series 2019-3, Class D,
2.89%, 9/12/25, Callable 2/12/23 @ 100 (a)
   

700

     

717

   
American Credit Acceptance Receivables Trust, Series 2019-2, Class D,
3.41%, 6/12/25, Callable 12/12/22 @ 100 (a)
   

3,000

     

3,078

   
American Credit Acceptance Receivables Trust, Series 2019-2, Class E,
4.29%, 6/12/25, Callable 12/12/22 @ 100 (a)
   

5,375

     

5,597

   
Americredit Automobile Receivables Trust, Series 2018-2, Class A3,
3.15%, 3/20/23, Callable 11/18/22 @ 100
   

20

     

20

   
AmeriCredit Automobile Receivables Trust, Series 2017-4, Class D,
3.08%, 12/18/23, Callable 5/18/22 @ 100
   

1,921

     

1,960

   
AmeriCredit Automobile Receivables Trust, Series 2017-4, Class C,
2.60%, 9/18/23, Callable 5/18/22 @ 100
   

3,929

     

3,956

   

AMSR Trust, Series 2021-SFR1, Class A, 1.95%, 6/17/38 (a)

   

2,000

     

2,040

   

AMSR Trust, Series 2021-SFR1, Class B, 2.15%, 6/17/38 (a)

   

2,000

     

2,041

   

AMSR Trust, Series 2021-SFR1, Class C, 2.35%, 6/17/38 (a)

   

1,200

     

1,228

   
ARI Fleet Lease Trust, Series 2019-A, Class A3, 2.53%, 11/15/27,
Callable 11/15/22 @ 100 (a)
   

5,000

     

5,133

   
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28,
Callable 1/15/23 @ 100 (a)
   

1,470

     

1,504

   
ARI Fleet Lease Trust, Series 2018-A, Class A3, 2.84%, 10/15/26,
Callable 10/15/21 @ 100 (a)
   

4,179

     

4,199

   
ARI Fleet Lease Trust, Series 2021-A, Class B, 1.13%, 3/15/30,
Callable 8/15/24 @ 100 (a)
   

2,650

     

2,663

   
ARI Fleet Lease Trust, Series 2021-A, Class A3, 0.68%, 3/15/30,
Callable 8/15/24 @ 100 (a)
   

2,550

     

2,554

   
ARI Fleet Lease Trust, Series 2020-A, Class A3, 1.80%, 8/15/28,
Callable 1/15/23 @ 100 (a)
   

2,250

     

2,291

   
Ascentium Equipment Receivables Trust, Series 2017-2A, Class D,
3.56%, 10/10/25, Callable 12/10/21 @ 100 (a)
   

608

     

613

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-3A, Class A,
2.36%, 3/20/26, Callable 4/20/25 @ 100 (a)
   

5,000

     

5,239

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-1A, Class A,
3.45%, 3/20/23, Callable 4/20/22 @ 100 (a)
   

4,967

     

5,034

   
Avis Budget Rental Car Funding AESOP LLC, Series 2020-1A, Class B,
2.68%, 8/20/26, Callable 9/20/25 @ 100 (a)
   

4,000

     

4,189

   
Avis Budget Rental Car Funding AESOP LLC, Series 2016-2A, Class B,
3.36%, 11/20/22, Callable 12/20/21 @ 100 (a)
   

3,333

     

3,349

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-1A, Class B,
3.70%, 3/20/23, Callable 4/20/22 @ 100 (a)
   

2,200

     

2,228

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class A,
3.35%, 9/22/25, Callable 10/20/24 @ 100 (a)
   

3,300

     

3,546

   
Bank of The West Auto Trust, Series 2018-1, Class A4, 3.59%, 12/15/23,
Callable 4/15/22 @ 100 (a)
   

5,000

     

5,070

   
Bank of The West Auto Trust, Series 2017-1, Class A4, 2.33%, 9/15/23,
Callable 1/15/22 @ 100 (a)
   

5,179

     

5,219

   

See notes to financial statements.


8


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Bank of The West Auto Trust, Series 2019-1, Class A4, 2.51%, 10/15/24,
Callable 1/15/23 @ 100 (a)
 

$

7,500

   

$

7,716

   
Bank of The West Auto Trust, Series 2019-1, Class B, 2.76%, 1/15/25,
Callable 1/15/23 @ 100 (a)
   

3,300

     

3,419

   
Bank of The West Auto Trust, Series 2017-1, Class C, 2.96%, 2/15/24,
Callable 1/15/22 @ 100 (a)
   

5,000

     

5,067

   
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25,
Callable 1/15/23 @ 100 (a)
   

1,400

     

1,453

   
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24,
Callable 5/20/23 @ 100 (a)
   

2,943

     

2,973

   
BCC Funding XIV Corp., Series 2018-1A, Class E, 6.00%, 4/21/25,
Callable 11/20/21 @ 100 (a)
   

1,000

     

1,002

   
BCC Funding XIV LLC, Series 2018-1A, Class C, 3.62%, 8/21/23,
Callable 11/20/21 @ 100 (a)
   

1,000

     

1,004

   
BCC Funding XVII LLC, Series 2020-1, Class A2, 0.91%, 8/20/25,
Callable 7/20/24 @ 100 (a)
   

1,875

     

1,881

   
BCC Funding XVII LLC, Series 2020-1, Class B, 1.46%, 9/22/25,
Callable 7/20/24 @ 100 (a)
   

2,667

     

2,695

   
California Republic Auto Receivables Trust, Series 2018-1, Class B,
3.56%, 3/15/23, Callable 9/15/22 @ 100
   

1,369

     

1,373

   
California Republic Auto Receivables Trust, Series 2018-1, Class D,
4.33%, 4/15/25, Callable 9/15/22 @ 100
   

3,531

     

3,675

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class B,
2.00%, 7/21/25, Callable 5/19/23 @ 100 (a)
   

2,000

     

2,050

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class B,
3.63%, 1/19/24, Callable 3/19/22 @ 100 (a)
   

2,715

     

2,765

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class C,
4.07%, 3/19/25, Callable 3/19/22 @ 100 (a)
   

5,375

     

5,485

   
Canadian Pacer Auto Receivables Trust, Series 2018-2A, Class A4,
3.44%, 8/21/23, Callable 3/19/22 @ 100 (a)
   

5,135

     

5,222

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C,
2.49%, 5/19/26, Callable 5/19/23 @ 100 (a)
   

2,405

     

2,480

   

CARDS II Trust, Series 2021-1A, Class A, 0.60%, 4/15/27 (a)

   

9,200

     

9,206

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24,
Callable 12/15/22 @ 100
   

1,923

     

2,005

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25,
Callable 8/15/23 @ 100
   

1,806

     

1,890

   
CarMax Auto Owner Trust, Series 2020-2, Class D, 5.75%, 5/17/27,
Callable 8/15/23 @ 100
   

2,348

     

2,574

   
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25,
Callable 8/15/23 @ 100
   

3,188

     

3,298

   
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25,
Callable 8/15/23 @ 100
   

3,270

     

3,388

   
CarMax Auto Owner Trust, Series 2018-2, Class D, 3.99%, 4/15/25,
Callable 5/15/22 @ 100
   

800

     

821

   
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25,
Callable 6/15/23 @ 100
   

5,163

     

5,362

   
CarMax Auto Owner Trust, Series 2018-1, Class D, 3.37%, 7/15/24,
Callable 2/15/22 @ 100
   

500

     

508

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
CarNow Auto Receivables Trust, Series 2021-1A, Class A, 0.97%, 10/15/24,
Callable 1/15/24 @ 100 (a)
 

$

2,058

   

$

2,060

   
CarNow Auto Receivables Trust, Series 2021-1A, Class B, 1.38%, 2/17/26,
Callable 1/15/24 @ 100 (a)
   

1,094

     

1,097

   

CARS LP, Series 2020-1A, Class A1, 2.69%, 2/15/50, Callable 2/15/23 @ 100 (a)

   

3,992

     

4,124

   
CARS-DB5 LP, Series 2021-1A, Class A1, 1.44%, 8/15/51,
Callable 8/15/24 @ 100 (a) (b) (c)
   

2,000

     

1,999

   
Carvana Auto Receivables Trust, Series 2020-P1, Class D, 1.82%, 9/8/27,
Callable 8/8/24 @ 100
   

1,318

     

1,337

   
Carvana Auto Receivables Trust, Series 2021-N2, Class C, 1.07%, 3/10/28,
Callable 7/10/26 @ 100
   

1,500

     

1,505

   
Carvana Auto Receivables Trust, Series 2021-N2, Class B, 0.75%, 3/10/28,
Callable 7/10/26 @ 100
   

1,750

     

1,745

   
Carvana Auto Receivables Trust, Series 2021-N2, Class A2, 0.97%, 3/10/28,
Callable 7/10/26 @ 100
   

1,250

     

1,260

   
Carvana Auto Receivables Trust, Series 2021-N1, Class B, 1.09%, 1/10/28,
Callable 1/10/25 @ 100
   

3,000

     

3,011

   
Carvana Auto Receivables Trust, Series 2021-N1, Class D, 1.50%, 1/10/28,
Callable 1/10/25 @ 100
   

2,750

     

2,761

   
Carvana Auto Receivables Trust, Series 2021-N1, Class C, 1.30%, 1/10/28,
Callable 1/10/25 @ 100
   

2,000

     

2,011

   
Carvana Auto Receivables Trust, Series 2021-N1, Class A, 0.70%, 1/10/28,
Callable 1/10/25 @ 100
   

2,181

     

2,185

   
Carvana Auto Receivables Trust, Series 2021-N2, Class D, 1.27%, 3/10/28,
Callable 7/10/26 @ 100
   

3,760

     

3,750

   
CCG Receivables Trust, Series 2019-2, Class B, 2.55%, 3/15/27,
Callable 2/14/23 @ 100 (a)
   

3,500

     

3,604

   
CCG Receivables Trust, Series 2019-1, Class C, 3.57%, 9/14/26,
Callable 9/14/22 @ 100 (a)
   

875

     

905

   
CCG Receivables Trust, Series 2019-1, Class B, 3.22%, 9/14/26,
Callable 9/14/22 @ 100 (a)
   

3,776

     

3,893

   
CF Hippolyta LLC, Series 2021-1A, Class A1, 1.53%, 3/15/61,
Callable 3/15/24 @ 100 (a)
   

2,991

     

3,043

   
Chase Auto Credit Linked Notes, Series 2020-1, Class B, 0.99%, 1/25/28,
Callable 9/25/23 @ 100 (a)
   

4,553

     

4,567

   
Chase Auto Credit Linked Notes, Series 2020-1, Class C, 1.39%, 1/25/28,
Callable 9/25/23 @ 100 (a)
   

1,774

     

1,784

   
Chase Auto Credit Linked Notes, Series 2020-1, Class D, 1.89%, 1/25/28,
Callable 9/25/23 @ 100 (a)
   

726

     

731

   

Chesapeake Funding II LLC, Series 1A, Class A1, 0.47%, 4/15/33 (a)

   

2,768

     

2,771

   
Chesapeake Funding II LLC, Series 2019-1A, Class A1, 2.94%, 4/15/31,
Callable 6/15/22 @ 100 (a)
   

8,681

     

8,747

   
Chesapeake Funding LLC, Series 2018-2A, Class A1, 3.23%, 8/15/30,
Callable 10/15/21 @ 100 (a)
   

1,358

     

1,364

   
Chesapeake Funding LLC, Series 2019-1A, Class B, 3.11%, 4/15/31,
Callable 6/15/22 @ 100 (a)
   

6,000

     

6,059

   
College Loan Corp. Trust, Series 2005-2, Class B,
0.62% (LIBOR03M+49bps), 1/15/37, Callable 7/15/28 @ 100 (d)
   

1,158

     

1,098

   
Conn's Receivables Funding LLC, Series 2020-A, Class A, 1.71%,
Callable 6/15/22 @ 100 (a) (e)
   

756

     

756

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
CPS Auto Receivables Trust, Series 2018-D, Class E, 5.82%, 6/16/25,
Callable 11/15/22 @ 100 (a)
 

$

5,000

   

$

5,359

   
CPS Auto Receivables Trust, Series 2020-C, Class B, 1.01%, 1/15/25,
Callable 7/15/23 @ 100 (a)
   

3,636

     

3,647

   
CPS Auto Receivables Trust, Series 2021-C, Class B, 0.84%, 7/15/25,
Callable 9/15/25 @ 100 (a)
   

5,000

     

5,007

   
Credit Acceptance Auto Loan Trust, Series 2019-3A, Class B, 2.86%, 1/16/29,
Callable 9/15/23 @ 100 (a)
   

7,330

     

7,616

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class B, 1.38%, 7/15/30,
Callable 11/15/24 @ 100 (a)
   

1,000

     

1,009

   
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class A, 0.96%, 2/15/30,
Callable 12/15/24 @ 100 (a)
   

2,000

     

2,011

   
Credit Acceptance Auto Loan Trust, Series 2019-3A, Class A, 2.38%, 11/15/28,
Callable 9/15/23 @ 100 (a)
   

2,250

     

2,290

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class C, 1.63%, 9/16/30,
Callable 11/15/24 @ 100 (a)
   

3,000

     

3,027

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class B, 2.39%, 4/16/29,
Callable 2/15/24 @ 100 (a)
   

2,059

     

2,128

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30,
Callable 11/15/24 @ 100 (a)
   

1,455

     

1,462

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class C, 2.59%, 6/15/29,
Callable 2/15/24 @ 100 (a)
   

4,000

     

4,154

   

Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%, 3/20/24 (a)

   

1,205

     

1,207

   
Crossroads Asset Trust, Series 2021-A, Class B, 1.12%, 6/20/25,
Callable 6/20/24 @ 100 (a)
   

1,350

     

1,351

   
Dell Equipment Finance Trust, Series 2020-1, Class A3, 2.24%, 2/22/23,
Callable 10/22/22 @ 100 (a)
   

2,813

     

2,860

   
Dell Equipment Finance Trust, Series 2019-2, Class C, 2.18%, 10/22/24,
Callable 6/22/22 @ 100 (a)
   

2,700

     

2,739

   
Dell Equipment Finance Trust, Series 2020-1, Class B, 2.98%, 4/24/23,
Callable 10/22/22 @ 100 (a)
   

775

     

798

   
Dell Equipment Finance Trust, Series 2020-2, Class B, 0.92%, 11/22/23,
Callable 4/22/23 @ 100 (a)
   

3,000

     

3,022

   
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26,
Callable 4/22/23 @ 100 (a)
   

2,125

     

2,164

   
Dell Equipment Finance Trust, Series 2020-2, Class C, 1.37%, 1/22/24,
Callable 4/22/23 @ 100 (a)
   

4,000

     

4,047

   
Dell Equipment Finance Trust, Series 2020-1, Class A2, 2.26%, 6/22/22,
Callable 10/22/22 @ 100 (a)
   

927

     

933

   
Dell Equipment Finance Trust, Series 2019-1, Class D, 3.45%, 3/24/25,
Callable 12/22/21 @ 100 (a)
   

3,000

     

3,040

   
Dell Equipment Finance Trust, Series 2020-2, Class A3, 0.57%, 10/23/23,
Callable 4/22/23 @ 100 (a)
   

1,000

     

1,004

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

3,333

     

3,355

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class B, 2.35%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

3,000

     

3,013

   
Diamond Resorts Owner Trust, Series 2021-1A, Class A, 1.51%, 11/21/33,
Callable 12/20/27 @ 100 (a)
   

2,909

     

2,900

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Diamond Resorts Owner Trust, Series 2021-1A, Class B, 2.05%, 11/21/33,
Callable 12/20/27 @ 100 (a)
 

$

1,678

   

$

1,696

   
Donlen Fleet Lease Funding 2 LLC, Series 2021-2, Class B, 0.98%,
12/11/34 (a)
   

4,423

     

4,441

   

Donlen Fleet Lease Funding LLC, Series 2, Class C, 1.20%, 12/11/34 (a)

   

5,000

     

5,005

   
Drive Auto Receivables Trust, Series 2018-1, Class D, 3.81%, 5/15/24,
Callable 4/15/22 @ 100
   

2,084

     

2,106

   
Drive Auto Receivables Trust, Series 2018-3, Class D, 4.30%, 9/16/24,
Callable 8/15/22 @ 100
   

2,113

     

2,154

   
Drive Auto Receivables Trust, Series 2018-2, Class D, 4.14%, 8/15/24,
Callable 7/15/22 @ 100
   

2,977

     

3,030

   
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27,
Callable 5/15/24 @ 100
   

3,542

     

3,551

   
Drive Auto Receivables Trust, Series 2021-1, Class B, 0.65%, 7/15/25,
Callable 5/15/24 @ 100
   

3,750

     

3,759

   
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26,
Callable 8/15/22 @ 100
   

1,924

     

1,969

   
DT Auto Owner Trust, Series 2018-2A, Class D, 4.15%, 3/15/24,
Callable 8/15/22 @ 100 (a)
   

2,114

     

2,144

   
DT Auto Owner Trust, Series 2019-4A, Class C, 2.73%, 7/15/25,
Callable 11/15/23 @ 100 (a)
   

5,000

     

5,086

   
Encina Equipment Finance LLC, Series 2021-1A, Class B, 1.21%, 2/15/27,
Callable 4/15/24 @ 100 (a)
   

713

     

714

   
Encina Equipment Finance LLC, Series 2021-1A, Class D, 1.69%, 11/15/27,
Callable 4/15/24 @ 100 (a)
   

1,538

     

1,526

   
Encina Equipment Finance LLC, Series 2021-1A, Class C, 1.39%, 6/15/27,
Callable 4/15/24 @ 100 (a)
   

846

     

847

   
Encina Equipment Finance LLC, Series 2021-1A, Class A2, 0.74%, 12/15/26,
Callable 4/15/24 @ 100 (a)
   

877

     

876

   

Enterprise Fleet Financing LLC, Series 2021-1, Class A2, 0.44%, 12/21/26 (a)

   

3,000

     

3,002

   

Enterprise Fleet Financing LLC, Series 2019-1, Class A3, 3.07%, 10/20/24 (a)

   

1,000

     

1,028

   

Enterprise Fleet Financing LLC, Series 2020-1, Class A3, 1.86%, 12/22/25 (a)

   

2,050

     

2,113

   

Evergreen Credit Card Trust, Series 2019-2, Class B, 2.27%, 9/15/24 (a)

   

3,562

     

3,630

   
Exeter Automobile Receivables Trust, Series 2019-4, Class C, 2.44%, 9/16/24,
Callable 6/15/23 @ 100 (a)
   

4,000

     

4,043

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24,
Callable 7/15/23 @ 100 (a)
   

2,107

     

2,116

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class C, 2.49%, 1/15/25,
Callable 7/15/23 @ 100 (a)
   

4,545

     

4,619

   
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25,
Callable 11/15/23 @ 100
   

2,361

     

2,382

   
Exeter Automobile Receivables Trust, Series 2018-4, Class C, 3.97%, 9/15/23,
Callable 2/15/23 @ 100 (a)
   

699

     

701

   
Exeter Automobile Receivables Trust, Series 2021-2A, Class C, 0.98%, 6/15/26,
Callable 4/15/24 @ 100
   

3,000

     

3,005

   
Exeter Automobile Receivables Trust, Series 2018-3, Class D, 4.35%, 6/17/24,
Callable 1/15/23 @ 100 (a)
   

2,500

     

2,560

   
Exeter Automobile Receivables Trust, Series 2019-3, Class C, 2.79%, 5/15/24,
Callable 7/15/23 @ 100 (a)
   

3,490

     

3,526

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24,
Callable 6/15/23 @ 100 (a)
   

4,927

     

4,976

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25,
Callable 12/15/22 @ 100 (a)
 

$

7,403

   

$

7,577

   
First Investors Auto Owner Trust, Series 2018-2A, Class F, 7.31%, 9/15/25,
Callable 8/15/22 @ 100 (a)
   

3,900

     

4,075

   
First Investors Auto Owner Trust, Series 2019-2, Class B, 2.47%, 1/15/25,
Callable 12/15/22 @ 100 (a)
   

3,640

     

3,692

   
First Investors Auto Owner Trust, Series 2017-2, Class D, 3.56%, 9/15/23,
Callable 2/15/22 @ 100 (a)
   

5,695

     

5,765

   
First Investors Auto Owner Trust, Series 2020-1A, Class B, 1.85%, 2/17/26,
Callable 11/15/22 @ 100 (a)
   

3,880

     

3,920

   
First Investors Auto Owner Trust, Series 2020-1A, Class C, 2.55%, 2/17/26,
Callable 11/15/22 @ 100 (a)
   

5,000

     

5,106

   

FirstKey Homes Trust, Series 2021-SFR1, Class C, 1.89%, 8/17/28 (a)

   

3,000

     

3,030

   

FirstKey Homes Trust, Series 2021-SFR1, Class B, 1.79%, 8/17/28 (a)

   

3,000

     

3,029

   
Flagship Credit Auto Trust, Series 2021-1, Class B, 0.68%, 2/16/27,
Callable 3/15/24 @ 100 (a)
   

3,100

     

3,093

   
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26,
Callable 8/15/23 @ 100 (a)
   

5,000

     

5,504

   
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25,
Callable 9/15/23 @ 100 (a)
   

3,000

     

3,128

   
Flagship Credit Auto Trust, Series 2017-3, Class E, 5.26%, 10/15/24,
Callable 5/15/22 @ 100 (a)
   

5,150

     

5,327

   
Flagship Credit Auto Trust, Series 2017-1, Class D, 4.23%, 5/15/23,
Callable 12/15/21 @ 100 (a)
   

3,336

     

3,366

   
Flagship Credit Auto Trust, Series 2020-4, Class B, 1.00%, 10/15/25,
Callable 9/15/23 @ 100 (a)
   

3,750

     

3,770

   
Flagship Credit Auto Trust, Series 2021-1, Class C, 0.91%, 3/15/27,
Callable 3/15/24 @ 100 (a)
   

2,700

     

2,695

   
Ford Credit Auto Lease Trust, Series 2020-A, Class B, 2.05%, 6/15/23,
Callable 8/15/22 @ 100
   

5,000

     

5,075

   
Ford Credit Auto Lease Trust, Series 2021-A, Class C, 0.78%, 9/15/25,
Callable 5/15/23 @ 100
   

1,250

     

1,251

   
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,000

     

5,246

   
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

2,667

     

2,783

   
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,000

     

5,231

   
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class B,
1.31%, 7/15/27, Callable 5/15/25 @ 100 (a)
   

5,749

     

5,766

   
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class A3,
0.81%, 5/15/26, Callable 5/15/25 @ 100 (a)
   

4,300

     

4,307

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B,
0.87%, 1/15/26, Callable 11/15/24 @ 100 (a)
   

2,344

     

2,350

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class A3,
0.64%, 7/15/25, Callable 11/15/24 @ 100 (a)
   

2,571

     

2,574

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C,
1.02%, 9/15/26, Callable 11/15/24 @ 100 (a)
   

1,325

     

1,325

   
GLS Auto Receivables Issuer Trust, Series 2021-1A, Class B, 0.82%, 4/15/25,
Callable 5/15/24 @ 100 (a)
   

2,500

     

2,506

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
GLS Auto Receivables Issuer Trust, Series 2020-3A, Class B, 1.38%, 8/15/24,
Callable 5/15/23 @ 100 (a)
 

$

3,000

   

$

3,018

   
GLS Auto Receivables Issuer Trust, Series 2A, Class C, 4.57%, 4/15/26,
Callable 7/15/23 @ 100 (a)
   

1,250

     

1,352

   
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25,
Callable 12/15/23 @ 100 (a)
   

1,781

     

1,790

   
GLS Auto Receivables Trust, Series 2021-2A, Class B, 0.77%, 9/15/25,
Callable 7/15/25 @ 100 (a)
   

5,000

     

5,006

   
GLS Auto Receivables Trust, Series 2021-2A, Class C, 1.08%, 6/15/26,
Callable 7/15/25 @ 100 (a)
   

3,043

     

3,047

   
GM Financial Automobile Leasing Trust, Series 2020-2, Class C, 2.56%, 7/22/24,
Callable 12/20/22 @ 100
   

1,625

     

1,670

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class B, 0.76%,
10/21/24, Callable 2/20/23 @ 100
   

2,000

     

2,009

   
GM Financial Automobile Leasing Trust, Series 2020-1, Class B, 1.84%,
12/20/23, Callable 6/20/22 @ 100
   

3,261

     

3,305

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class C, 1.11%,
10/21/24, Callable 2/20/23 @ 100
   

1,786

     

1,796

   
GM Financial Consumer Automobile Receivables Trust, Series 2020-2, Class B,
2.54%, 8/18/25, Callable 5/16/23 @ 100
   

1,500

     

1,561

   
GM Financial Consumer Automobile Receivables Trust, Series 2019-2, Class C,
3.07%, 11/18/24, Callable 9/16/22 @ 100
   

2,000

     

2,061

   
GMF Floorplan Owner Revolving Trust, Series 2020-2, Class B,
0.96%, 10/15/25 (a)
   

1,750

     

1,764

   
GMF Floorplan Owner Revolving Trust, Series 2020-2, Class C,
1.31%, 10/15/25 (a)
   

2,250

     

2,272

   
Great American Auto Leasing, Inc., Series 2019-1, Class A4, 3.21%, 2/18/25,
Callable 12/15/22 @ 100 (a)
   

1,000

     

1,030

   
GreatAmerica Leasing Receivables Funding LLC, Series 2018-1, Class C,
3.14%, 6/16/25, Callable 11/15/21 @ 100 (a)
   

600

     

605

   
GreatAmerica Leasing Receivables Funding LLC, Series 2020-1, Class B,
2.00%, 2/16/26, Callable 12/15/23 @ 100 (a)
   

1,090

     

1,125

   
GreatAmerica Leasing Receivables Funding LLC, Series 2018-1, Class A4,
2.83%, 6/17/24, Callable 11/15/21 @ 100 (a)
   

1,986

     

1,997

   
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31,
Callable 12/20/23 @ 100 (a)
   

3,700

     

3,699

   
HPEFS Equipment Trust, Series 2019-1A, Class D, 2.72%, 9/20/29,
Callable 6/20/22 @ 100 (a)
   

3,000

     

3,061

   
HPEFS Equipment Trust, Series 2020-1A, Class C, 2.03%, 2/20/30,
Callable 1/20/23 @ 100 (a)
   

2,851

     

2,905

   
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28,
Callable 7/20/24 @ 100 (a)
   

3,843

     

3,849

   
HPEFS Equipment Trust, Series 2021-1A, Class C, 0.75%, 3/20/31,
Callable 12/20/23 @ 100 (a)
   

2,500

     

2,501

   
HPEFS Equipment Trust, Series 2019-1A, Class B, 2.32%, 9/20/29,
Callable 6/20/22 @ 100 (a)
   

1,750

     

1,763

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29,
Callable 6/20/22 @ 100 (a)
   

1,350

     

1,370

   
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30,
Callable 5/20/23 @ 100 (a)
   

3,400

     

3,470

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
HPEFS Equipment Trust, Series 2021-2A, Class D, 1.29%, 3/20/29,
Callable 7/20/24 @ 100 (a)
 

$

2,719

   

$

2,730

   
HPEFS Equipment Trust, Series 2020-2A, Class B, 1.20%, 7/22/30,
Callable 5/20/23 @ 100 (a)
   

4,167

     

4,206

   
JPMorgan Chase Bank NA, Series 1, Class B, 0.88%, 9/25/28,
Callable 4/25/24 @ 100 (a)
   

2,850

     

2,854

   
JPMorgan Chase Bank NA, Series 2021-2, Class D, 1.14%, 12/26/28,
Callable 6/25/24 @ 100 (a)
   

1,175

     

1,175

   
JPMorgan Chase Bank NA, Series 2021-1, Class C, 1.02%, 9/25/28,
Callable 4/25/24 @ 100 (a)
   

2,850

     

2,852

   
JPMorgan Chase Bank NA, Series 2020-2, Class D, 1.49%, 2/25/28,
Callable 1/25/24 @ 100 (a)
   

4,936

     

4,960

   
JPMorgan Chase Bank NA, Series 1, Class D, 1.17%, 9/25/28,
Callable 4/25/24 @ 100 (a)
   

3,781

     

3,782

   
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28,
Callable 1/25/24 @ 100 (a)
   

2,804

     

2,809

   
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28,
Callable 1/25/24 @ 100 (a)
   

1,402

     

1,408

   
Kubota Credit Owner Trust, Series 2020-1A, Class A2, 1.92%, 12/15/22,
Callable 9/15/23 @ 100 (a)
   

1,866

     

1,872

   
Kubota Credit Owner Trust, Series 2020-1A, Class A3, 1.96%, 3/15/24,
Callable 9/15/23 @ 100 (a)
   

3,750

     

3,817

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/23/24 (a)

   

833

     

858

   

Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)

   

1,688

     

1,686

   

Master Credit Card Trust, Series 2021-1A, Class B, 0.79%, 11/21/25 (a)

   

1,346

     

1,345

   

Master Credit Card Trust, Series 2020-1A, Class C, 2.59%, 9/23/24 (a)

   

2,125

     

2,183

   

Master Credit Card Trust, Series 2018-1A, Class C, 3.74%, 7/21/24 (a)

   

1,750

     

1,817

   
MMAF Equipment Finance LLC, Series 2020-BA, Class A5, 0.85%, 4/14/42,
Callable 1/14/25 @ 100 (a)
   

5,000

     

5,005

   
MMAF Equipment Finance LLC, Series 2017-A, Class A4, 2.41%, 8/16/24,
Callable 6/16/28 @ 100 (a)
   

869

     

873

   
MVW LLC, Series 2021-1WA, Class B, 1.44%, 1/22/41,
Callable 12/20/28 @ 100 (a)
   

2,062

     

2,064

   
MVW LLC, Series 2021-1WA, Class A, 1.14%, 1/22/41,
Callable 12/20/28 @ 100 (a)
   

1,971

     

1,974

   
MVW Owner Trust, Series 2018-1A, Class A, 3.45%, 1/21/36,
Callable 1/20/24 @ 100 (a)
   

6,120

     

6,356

   
MVW Owner Trust, Series 2017-1A, Class A, 2.42%, 12/20/34,
Callable 7/20/23 @ 100 (a)
   

582

     

593

   
Nelnet Student Loan Trust, Series 2005-3, Class B, 0.41% (LIBOR03M+28bps),
9/22/37, Callable 9/22/21 @ 100 (d)
   

1,048

     

1,042

   
NMEF Funding LLC, Series 2021-A, Class A2, 0.81%, 12/15/27,
Callable 10/15/24 @ 100 (a)
   

5,000

     

5,005

   
NMEF Funding LLC, Series 2021-A, Class B, 1.85%, 12/15/27,
Callable 10/15/24 @ 100 (a)
   

4,000

     

4,034

   
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47,
Callable 10/20/27 @ 100 (a)
   

1,863

     

1,918

   

Oscar U.S. Funding Trust IX LLC, Series 2018-2A, Class A3, 3.39%, 9/12/22 (a)

   

220

     

220

   

Oscar U.S. Funding XII LLC, Series 1A, Class A3, 0.70%, 4/10/25 (a)

   

3,245

     

3,249

   

Oscar U.S. Funding XII LLC, Series 1A, Class A4, 1.00%, 4/10/28 (a)

   

3,000

     

2,998

   

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Oscar U.S. Funding XIII LLC, Series 2021-2A, Class A4, 1.27%, 9/11/28 (a)

 

$

8,100

   

$

8,139

   

Oscar U.S. Funding XIII LLC, Series 2021-2A, Class A3, 0.86%, 9/10/25 (a)

   

5,000

     

5,009

   
Pawnee Equipment Receivables LLC, Series 2020-1, Class A, 1.37%, 11/17/25,
Callable 3/15/24 @ 100 (a)
   

5,541

     

5,579

   
Pawnee Equipment Receivables LLC, Series 2020-1, Class B, 1.84%, 1/15/26,
Callable 3/15/24 @ 100 (a)
   

930

     

948

   
Pawnee Equipment Receivables LLC, Series 2019-1, Class A2, 2.29%, 10/15/24,
Callable 4/15/23 @ 100 (a)
   

2,242

     

2,267

   
Prestige Auto Receivables Trust, Series 2019-1A, Class B, 2.53%, 1/16/24,
Callable 9/15/22 @ 100 (a)
   

5,000

     

5,028

   
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25,
Callable 9/15/22 @ 100 (a)
   

5,000

     

5,117

   
Prestige Auto Receivables Trust, Series 2018-1A, Class C, 3.75%, 10/15/24,
Callable 6/15/22 @ 100 (a)
   

9,397

     

9,473

   
Prestige Auto Receivables Trust, Series 2020-1A, Class C, 1.31%, 11/16/26,
Callable 9/15/23 @ 100 (a)
   

2,321

     

2,339

   

Progress Residential, Series 2021-SFR4, Class B, 1.81%, 5/17/38 (a)

   

4,500

     

4,558

   

Progress Residential Trust, Series 2021-SFR2, Class B, 1.80%, 4/19/38 (a)

   

6,850

     

6,921

   
Progress Residential Trust, Series 2021-SFR6, Class B, 1.75%, 7/17/38,
Callable 7/17/26 @ 100 (a)
   

2,813

     

2,837

   

Progress Residential Trust, Series 2021-SFR5, Class C, 1.81%, 7/16/26 (a)

   

1,500

     

1,507

   

Progress Residential Trust, Series 2021-SFR5, Class B, 1.66%, 7/16/26 (a)

   

2,400

     

2,411

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C, 1.29%,
4/15/26, Callable 1/15/24 @ 100 (a)
   

7,400

     

7,499

   
Santander Retail Auto Lease Trust, Series 2019-C, Class C, 2.39%, 11/20/23,
Callable 10/20/22 @ 100 (a)
   

1,783

     

1,816

   
Santander Retail Auto Lease Trust, Series 2020-A, Class B, 1.88%, 3/20/24,
Callable 4/20/23 @ 100 (a)
   

5,500

     

5,613

   
Santander Retail Auto Lease Trust, Series 2021-B, Class B, 1.26%, 6/20/25,
Callable 5/20/24 @ 100 (a)
   

5,000

     

5,015

   
SCF Equipment Leasing LLC, Series 2019-2, Class B, 2.76%, 8/20/26,
Callable 12/20/24 @ 100 (a)
   

2,000

     

2,082

   
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26,
Callable 8/20/21 @ 100 (a)
   

3,250

     

3,254

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 5/20/25 @ 100 (a)
   

3,824

     

3,909

   
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27,
Callable 5/20/25 @ 100 (a)
   

8,767

     

8,818

   
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28,
Callable 5/20/25 @ 100 (a)
   

1,900

     

1,959

   
Securitized Term Auto Receivables Trust, Series 2019-CRTA, Class B, 2.45%,
3/25/26, Callable 12/25/22 @ 100 (a)
   

695

     

707

   
Securitized Term Auto Receivables Trust, Series 2019-CRTA, Class C, 2.85%,
3/25/26, Callable 12/25/22 @ 100 (a)
   

993

     

1,012

   
Sierra Timeshare Receivables Funding LLC, Series 1A, Class A, 3.20%, 1/20/36,
Callable 2/20/24 @ 100 (a)
   

2,440

     

2,526

   
Sierra Timeshare Receivables Funding LLC, Series 3A, Class A, 2.34%, 8/20/36,
Callable 11/20/23 @ 100 (a)
   

5,162

     

5,287

   

Synchrony Card Funding LLC, Series 2019-A1, Class A, 2.95%, 3/15/25

   

1,000

     

1,017

   

See notes to financial statements.


16


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Synchrony Credit Card Master Note Trust, Series 2017-2, Class C, 3.01%,
10/15/25
 

$

6,170

   

$

6,350

   
Synchrony Credit Card Master Note Trust, Series 2018-2, Class B, 3.67%,
5/15/26
   

510

     

537

   
Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%,
5/15/26
   

5,000

     

5,272

   
Tesla Auto Lease Trust, Series 2020-A, Class B, 1.18%, 1/22/24,
Callable 4/20/23 @ 100 (a)
   

2,750

     

2,779

   
Transportation Finance Equipment Trust, Series 2019-1, Class A4, 1.88%,
3/25/24, Callable 4/23/23 @ 100 (a)
   

3,000

     

3,067

   
Tricolor Auto Securitization Trust, Series 2021-1A, Class A, 0.74%, 4/15/24,
Callable 6/15/24 @ 100 (a)
   

10,000

     

9,999

   
Tricolor Auto Securitization Trust, Series 2021-1A, Class B, 1.00%, 6/17/24,
Callable 6/15/24 @ 100 (a)
   

4,250

     

4,250

   

Trillium Credit Card Trust II, Series 2020-1A, Class B, 2.33%, 12/27/24 (a)

   

3,708

     

3,738

   
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49,
Callable 11/17/21 @ 100 (a)
   

1,897

     

1,904

   
Unify Auto Receivables Trust, Series 2021-1A, Class A4, 0.98%, 7/15/26,
Callable 6/15/23 @ 100 (a)
   

3,000

     

3,035

   
Unify Auto Receivables Trust, Series 2021-1A, Class B, 1.29%, 11/16/26,
Callable 6/15/23 @ 100 (a)
   

3,000

     

3,043

   
United Auto Credit Securitization Trust, Series 2020-1, Class D, 2.88%, 2/10/25,
Callable 8/10/22 @ 100 (a)
   

750

     

768

   
United Auto Credit Securitization Trust, Series 2019-1, Class E, 4.29%, 8/12/24,
Callable 2/10/22 @ 100 (a)
   

3,320

     

3,374

   
United Auto Credit Securitization Trust, Series 2020-1, Class C, 2.15%, 2/10/25,
Callable 8/10/22 @ 100 (a)
   

3,250

     

3,283

   
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.65%, 9/15/45,
Callable 9/15/23 @ 100 (a)
   

6,500

     

6,514

   
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.03%, 6/15/50,
Callable 6/15/24 @ 100 (a)
   

2,250

     

2,365

   
Volvo Financial Equipment LLC, Series 2020-1A, Class A4, 0.60%, 3/15/28,
Callable 4/15/24 @ 100 (a)
   

1,750

     

1,748

   
Westlake Automobile Receivables Trust, Series 2018-3A, Class D, 4.00%,
10/16/23, Callable 6/15/22 @ 100 (a)
   

3,900

     

3,966

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class C, 2.52%,
4/15/25, Callable 7/15/23 @ 100 (a)
   

5,000

     

5,112

   
Westlake Automobile Receivables Trust, Series 2019-1A, Class C, 3.45%,
3/15/24, Callable 9/15/22 @ 100 (a)
   

705

     

709

   
Westlake Automobile Receivables Trust, Series 2018-1, Class E, 4.53%, 5/15/23,
Callable 8/15/21 @ 100 (a)
   

4,553

     

4,559

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%,
1/16/24, Callable 2/15/22 @ 100 (a)
   

7,750

     

7,805

   
Westlake Automobile Receivables Trust, Series 2018-3, Class C, 3.61%,
10/16/23, Callable 6/15/22 @ 100 (a)
   

315

     

316

   
Wheels SPV 2 LLC, Series 2020-1A, Class A3, 0.62%, 8/20/29,
Callable 4/20/24 @ 100 (a)
   

3,250

     

3,259

   
World Omni Auto Receivables Trust, Series 2018-D, Class C, 3.87%, 8/15/25,
Callable 9/15/22 @ 100
   

4,000

     

4,152

   

See notes to financial statements.


17


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
World Omni Auto Receivables Trust, Series 2018-D, Class B, 3.67%, 12/16/24,
Callable 9/15/22 @ 100
 

$

2,000

   

$

2,074

   
World Omni Select Auto Trust, Series 2018-1A, Class D, 4.13%, 1/15/25,
Callable 8/15/22 @ 100 (a)
   

2,500

     

2,545

   
World Omni Select Auto Trust, Series 2020-A, Class B, 0.84%, 6/15/26,
Callable 2/15/23 @ 100
   

5,750

     

5,768

   

Total Asset-Backed Securities (Cost $814,255)

   

822,304

   

Collateralized Mortgage Obligations (6.9%)

 
American Money Management Corp., Series 2016-19A, Class AR, 1.27%
(LIBOR03M+114bps), 10/16/28, Callable 10/15/21 @ 100 (a) (d)
   

1,019

     

1,019

   
Annisa CLO Ltd., Series 2016-2, Class AR, 1.23% (LIBOR03M+110bps),
7/20/31, Callable 10/20/21 @ 100 (a) (d)
   

3,000

     

2,997

   
BBCMS Mortgage Trust, Series 2020-BID, Class A, 2.23% (LIBOR01M+214bps),
10/15/37 (a) (d)
   

3,000

     

3,018

   
BBCMS Mortgage Trust, Series 2020-BID, Class B, 2.63% (LIBOR01M+254bps),
10/15/37 (a) (d)
   

5,000

     

5,028

   

BBCMS Trust, Series 2013-TYSN, Class A2, 3.76%, 9/5/32 (a)

   

11,104

     

11,115

   

BBCMS Trust, Series 2013-TYSN, Class B, 4.04%, 9/5/32 (a)

   

3,500

     

3,503

   
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A,
2.60% (LIBOR01M+250bps), 10/7/21 (a) (d)
   

4,000

     

3,998

   
CHT Mortgage Trust, Series 2017-CSMO, Class C, 1.59% (LIBOR01M+150bps),
11/15/36 (a) (d)
   

9,500

     

9,517

   
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class A, 3.34%,
5/10/36 (a)
   

7,338

     

7,805

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class B, 4.38%,
1/10/36 (a)
   

7,600

     

8,154

   
Columbia Cent CLO Ltd., Series 2020-29A, Class AIF, 1.97%, 7/20/31,
Callable 1/20/22 @ 100 (a)
   

3,500

     

3,514

   

COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 11/13/39 (a)

   

5,620

     

5,699

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.32%, 7/10/50,
Callable 6/10/25 @ 100 (f)
   

3,366

     

3,674

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (a) (f)
   

5,000

     

5,364

   

COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 11/13/39 (a)

   

6,875

     

6,838

   

COMM Mortgage Trust, Series 2020-CBM, Class B, 3.10%, 11/13/39 (a)

   

5,000

     

5,047

   
COMM Mortgage Trust, Series 2012-CR4, Class XA, 1.69%, 10/15/45,
Callable 8/15/22 @ 100 (f) (g)
   

53,074

     

783

   
COMM Mortgage Trust, Series 2012-CR2, Class XA, 1.61%, 8/15/45,
Callable 7/15/22 @ 100 (f) (g)
   

56,742

     

465

   
Credit Suisse Mortgage Capital Certificates, Series 2021-980M, Class A,
2.39%, 7/15/26 (a) (b) (c)
   

2,500

     

2,575

   
Extended Stay America Trust, Series 2021-ESH, Class B,
1.47% (LIBOR01M+138bps), 7/15/38 (a) (d)
   

778

     

780

   
Extended Stay America Trust, Series 2021-ESH, Class C,
1.79% (LIBOR01M+170bps), 7/15/38 (a) (d)
   

2,500

     

2,511

   
Extended Stay America Trust, Series 2021-ESH, Class A,
1.17% (LIBOR01M+108bps), 7/15/38 (a) (d)
   

2,000

     

2,007

   
FREMF Mortgage Trust, Series 2012- K17, Class B, 4.32%, 12/25/44,
Callable 12/25/21 @ 100 (a) (f)
   

9,335

     

9,453

   

See notes to financial statements.


18


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
FREMF Mortgage Trust, Series 2014-K717, Class B, 3.58%, 11/25/47,
Callable 9/25/21 @ 100 (a) (f)
 

$

5,500

   

$

5,512

   
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.52%, 11/25/23,
Callable 11/25/23 @ 100 (a) (f)
   

4,935

     

5,203

   
GS Mortgage Securities Corp. Trust, Series 2012-ALOH, Class A, 3.55%,
4/10/34 (a)
   

10,500

     

10,593

   
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class A, 2.75%,
12/10/39 (a)
   

2,000

     

2,101

   
GS Mortgage Securities Corp. Trust, Series 2017-SLP, Class A, 3.42%,
10/10/32 (a)
   

4,730

     

4,825

   
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A, 2.86%,
5/10/34 (a)
   

13,530

     

13,517

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class XA, 1.79%, 5/10/45,
Callable 5/10/22 @ 100 (f) (g)
   

9,789

     

36

   
GS Mortgage Securities Trust, Series 2012-GC6, Class AS, 4.95%, 1/10/45,
Callable 12/10/21 @ 100 (a)
   

5,297

     

5,348

   
GS Mortgage Securities Trust, Series 2012-GCJ9, Class XA, 1.92%, 11/10/45,
Callable 11/10/22 @ 100 (f) (g)
   

21,530

     

336

   
Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%,
3/5/37 (a)
   

8,824

     

9,206

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2010-C2,
Class B, 5.07%, 11/15/43, Callable 8/15/21 @ 100 (a) (f)
   

3,000

     

2,999

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2012-C8,
Class XA, 1.73%, 10/15/45, Callable 9/15/22 @ 100 (f) (g)
   

17,626

     

202

   
Life Mortgage Trust, Series 2021-BMR, Class B, 0.97% (LIBOR01M+88bps),
3/15/38 (a) (d)
   

3,000

     

3,005

   
Merit, Series 2020-HILL, Class A, 1.24% (LIBOR01M+115bps),
8/15/37 (a) (d)
   

2,500

     

2,509

   
Merit, Series 2020-HILL, Class B, 1.49% (LIBOR01M+140bps),
8/15/37 (a) (d)
   

4,000

     

4,018

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C6, Class XA,
1.60%, 11/15/45, Callable 6/15/22 @ 100 (a) (f) (g)
   

17,683

     

183

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class B,
0.94% (LIBOR01M+85bps), 11/15/34 (a) (d)
   

1,100

     

1,100

   
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B,
2.80% (LIBOR01M+130bps), 12/15/36 (a) (d)
   

3,846

     

3,855

   
Palmer Square Loan Funding Ltd., Series 2019-3, Class A1, 1.01%
(LIBOR03M+85bps), 8/20/27, Callable 8/20/21 @ 100 (a) (d)
   

2,496

     

2,496

   
Palmer Square Loan Funding Ltd., Series 2018-5A, Class A1, 0.98%
(LIBOR03M+85bps), 1/20/27, Callable 10/20/21 @ 100 (a) (d)
   

1,488

     

1,484

   
Palmer Square Loan Funding Ltd., Series 2021-1A, Class A1, 1.03%
(LIBOR03M+90bps), 4/20/29, Callable 4/20/22 @ 100 (a) (d)
   

1,319

     

1,319

   
Palmer Square Loan Funding Ltd., Series 2019-2, Class A1, 1.10%
(LIBOR03M+97bps), 4/20/27, Callable 10/20/21 @ 100 (a) (d)
   

1,056

     

1,056

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A1, 0.96%
(LIBOR03M+80bps), 2/20/28, Callable 8/20/21 @ 100 (a) (d)
   

3,342

     

3,342

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A2, 1.51%
(LIBOR03M+135bps), 2/20/28, Callable 8/20/21 @ 100 (a) (d)
   

4,600

     

4,583

   
Race Point CLO Ltd., Series 2016-10A, Class A1R, 1.23%
(LIBOR03M+110bps), 7/25/31, Callable 10/25/21 @ 100 (a) (d)
   

4,437

     

4,432

   

See notes to financial statements.


19


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Shares or
Amount
  Principal
Value
 
Sequoia Mortgage Trust, Series 2013-5, Class A2, 3.00%, 5/25/43,
Callable 6/25/22 @ 100 (a) (f)
 

$

874

   

$

899

   
TTAN, Series 2021-MHC, Class C, 1.44% (LIBOR01M+140bps),
3/15/38 (a) (d)
   

3,000

     

3,009

   
TTAN, Series 2021-MHC, Class D, 1.84% (LIBOR01M+180bps),
3/15/38 (a) (d)
   

1,200

     

1,204

   
TTAN, Series 2021-MHC, Class B, 1.19% (LIBOR01M+115bps),
3/15/38 (a) (d)
   

2,229

     

2,235

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.02%, 5/10/45,
Callable 4/10/22 @ 100 (a) (f) (g)
   

40,166

     

199

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.02%, 5/10/45,
Callable 4/10/22 @ 100 (f) (g)
   

30,494

     

151

   
UBS-Barclays Commercial Mortgage Trust, Series 2012-C3, Class XA, 1.81%,
8/10/49, Callable 9/10/22 @ 100 (a) (f) (g)
   

21,102

     

282

   
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class XA, 1.73%,
10/15/45, Callable 9/15/22 @ 100 (a) (f) (g)
   

22,412

     

274

   
WFRBS Commercial Mortgage Trust, Series 2011-C5, Class B, 5.68%, 11/15/44,
Callable 9/15/21 @ 100 (a) (f)
   

5,348

     

5,370

   

Total Collateralized Mortgage Obligations (Cost $208,160)

   

211,747

   

Preferred Stocks (0.2%)

 

Financials (0.2%):

 

Citigroup Capital, 6.50% (LIBOR03M+637bps), 10/30/40 (d)

   

200,000

     

5,544

   

Total Preferred Stocks (Cost $5,470)

   

5,544

   

Convertible Corporate Bonds (0.3%)

 

Energy (0.3%):

 

PDC Energy, Inc., 1.13%, 9/15/21

 

$

8,000

     

7,915

   

Total Convertible Corporate Bonds (Cost $7,972)

   

7,915

   

Senior Secured Loans (1.0%)

 
Clean Harbors, Inc., Initial Term Loan, First Lien, 1.85% (LIBOR01M+175bps),
6/30/24 (d)
   

2,494

     

2,491

   
Delos Finance S.A.R.L., Loans, First Lien, 1.90%
(LIBOR03M+175bps), 10/6/23 (b) (d)
   

10,000

     

9,975

   
The Boeing Co., Advance, First Lien, 1.37%
(LIBOR03M+125bps), 2/6/22 (b) (d)
   

18,776

     

18,743

   

Total Senior Secured Loans (Cost $31,263)

   

31,209

   

Corporate Bonds (41.9%)

 

Communication Services (0.5%):

 

Qwest Corp., 6.75%, 12/1/21

   

9,000

     

9,169

   

Sprint Corp., 7.25%, 9/15/21

   

3,500

     

3,526

   

Sprint Spectrum, 3.36%, 3/20/23 (a)

   

1,100

     

1,104

   
     

13,799

   

See notes to financial statements.


20


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Consumer Discretionary (4.5%):

 
Association of American Medical Colleges
2.27%, 10/1/25
 

$

4,145

   

$

4,200

   

2.39%, 10/1/26

   

4,275

     

4,361

   

Duke University Health System, Inc., 2.26%, 6/1/26

   

700

     

727

   
Expedia Group, Inc.
3.60%, 12/15/23, Callable 11/15/23 @ 100
   

5,000

     

5,310

   

6.25%, 5/1/25, Callable 2/1/25 @ 100 (a)

   

5,000

     

5,830

   

Ford Motor Co., 8.50%, 4/21/23 (h)

   

4,692

     

5,212

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26,
Callable 1/15/26 @ 100 (a)
   

2,000

     

2,024

   

Horace Mann School, 2.48%, 7/1/22

   

2,500

     

2,540

   
Howard University
2.64%, 10/1/21
   

500

     

502

   

2.80%, 10/1/23

   

1,000

     

1,044

   

2.42%, 10/1/24

   

1,350

     

1,410

   

2.52%, 10/1/25

   

1,000

     

1,053

   

Hyatt Hotels Corp., 5.38%, 4/23/25, Callable 3/23/25 @ 100 (h)

   

3,000

     

3,401

   

KB Home, 7.00%, 12/15/21, Callable 9/15/21 @ 100

   

4,000

     

4,025

   
Lennar Corp.
5.38%, 10/1/22 (i)
   

4,270

     

4,506

   

4.75%, 11/15/22, Callable 8/15/22 @ 100

   

1,435

     

1,497

   

Lithia Motors, Inc., 5.25%, 8/1/25 (a)

   

1,590

     

1,632

   

Macy's Retail Holdings LLC, 2.88%, 2/15/23, Callable 11/15/22 @ 100 (i)

   

1,250

     

1,262

   

Marriott International, Inc., 2.30%, 1/15/22, Callable 12/15/21 @ 100

   

1,260

     

1,267

   

MDC Holdings, Inc., 5.50%, 1/15/24, Callable 10/15/23 @ 100

   

1,706

     

1,867

   

Murphy Oil USA, Inc., 5.63%, 5/1/27, Callable 5/1/22 @ 102.81

   

7,470

     

7,886

   
Nissan Motor Acceptance Corp.
3.65%, 9/21/21 (a)
   

7,000

     

7,028

   

0.76% (LIBOR03M+63bps), 9/21/21 (a) (d)

   

5,000

     

5,002

   

Nordstrom, Inc., 2.30%, 4/8/24 (a)

   

10,000

     

10,037

   
QVC, Inc.
4.38%, 3/15/23
   

3,515

     

3,690

   

4.45%, 2/15/25, Callable 11/15/24 @ 100

   

10,000

     

10,725

   

Smithsonian Institution, 0.97%, 9/1/23

   

1,400

     

1,415

   

Sodexo, Inc., 1.63%, 4/16/26, Callable 3/16/26 @ 100 (a)

   

10,000

     

10,168

   
Toll Brothers Finance Corp.
5.88%, 2/15/22, Callable 11/15/21 @ 100
   

10,735

     

10,876

   

4.38%, 4/15/23, Callable 1/15/23 @ 100

   

2,719

     

2,841

   
Volkswagen Group of America Finance LLC
2.50%, 9/24/21 (a)
   

5,000

     

5,016

   

3.13%, 5/12/23 (a)

   

5,000

     

5,219

   
YMCA of Greater New York
2.26%, 8/1/21
   

300

     

300

   

2.30%, 8/1/26, Callable 5/1/26 @ 100

   

1,700

     

1,725

   

ZF North America Capital, Inc., 4.50%, 4/29/22 (a)

   

1,338

     

1,369

   
     

136,967

   

Consumer Staples (1.3%):

 

7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (a)

   

5,000

     

5,000

   

Central Garden & Pet Co., 5.13%, 2/1/28, Callable 1/1/23 @ 102.56

   

5,000

     

5,302

   

See notes to financial statements.


21


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Lamb Weston Holdings, Inc., 4.63%, 11/1/24, Callable 11/1/21 @ 102.31 (a)

 

$

3,000

   

$

3,083

   

Smithfield Foods, Inc., 2.65%, 10/3/21, Callable 9/7/21 @ 100 (a)

   

14,425

     

14,447

   
Walmart, Inc.
2.85%, 7/8/24, Callable 6/8/24 @ 100
   

5,000

     

5,337

   

3.55%, 6/26/25, Callable 4/26/25 @ 100

   

5,000

     

5,527

   
     

38,696

   

Energy (11.3%):

 

Apache Corp., 3.25%, 4/15/22, Callable 1/15/22 @ 100

   

5,050

     

5,085

   

Buckeye Partners LP, 4.15%, 7/1/23, Callable 4/1/23 @ 100 (h)

   

5,000

     

5,177

   
Continental Resources, Inc.
4.50%, 4/15/23, Callable 1/15/23 @ 100 (h)
   

10,252

     

10,653

   

3.80%, 6/1/24, Callable 3/1/24 @ 100

   

13,619

     

14,276

   

Devon Energy Corp., 5.25%, 10/15/27, Callable 10/15/22 @ 102.63 (a)

   

13,330

     

14,235

   
Diamondback Energy, Inc.
0.90%, 3/24/23, Callable 9/24/21 @ 100
   

5,000

     

4,998

   

5.38%, 5/31/25, Callable 8/24/21 @ 102.69 (i)

   

12,572

     

12,937

   

Enable Midstream Partners LP, 3.90%, 5/15/24, Callable 2/15/24 @ 100

   

10,000

     

10,671

   

Energy Transfer LP, 4.90%, 2/1/24, Callable 11/1/23 @ 100

   

6,611

     

7,178

   
Energy Transfer Operating LP
5.20%, 2/1/22, Callable 11/1/21 @ 100
   

7,684

     

7,772

   

4.20%, 9/15/23, Callable 8/15/23 @ 100

   

5,000

     

5,335

   
EQM Midstream Partners LP
4.75%, 7/15/23, Callable 6/15/23 @ 100 (h)
   

1,684

     

1,755

   

4.00%, 8/1/24, Callable 5/1/24 @ 100

   

10,030

     

10,285

   
EQT Corp.
3.00%, 10/1/22, Callable 9/1/22 @ 100 (i)
   

15,000

     

15,206

   

7.63%, 2/1/25, Callable 1/1/25 @ 100

   

7,000

     

8,088

   

Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100 (h)

   

5,000

     

5,372

   

Gray Oak Pipeline LLC, 2.00%, 9/15/23 (a)

   

8,334

     

8,511

   

Hess Corp., 3.50%, 7/15/24, Callable 4/15/24 @ 100

   

2,552

     

2,711

   

HollyFrontier Corp., 2.63%, 10/1/23

   

10,000

     

10,351

   

Marathon Petroleum Corp., 4.50%, 5/1/23, Callable 4/1/23 @ 100 (h)

   

5,000

     

5,317

   
Midwest Connector Capital Co. LLC, 3.63%, 4/1/22,
Callable 3/1/22 @ 100 (a) (h)
   

29,500

     

29,959

   

MPLX LP, 3.50%, 12/1/22, Callable 11/1/22 @ 100

   

5,691

     

5,903

   

Murphy Oil Corp., 6.88%, 8/15/24, Callable 9/7/21 @ 101.72

   

10,735

     

10,930

   

NuStar Logistics LP, 4.75%, 2/1/22, Callable 11/1/21 @ 100

   

2,000

     

2,012

   
Occidental Petroleum Corp.
2.70%, 8/15/22
   

5,000

     

5,064

   

3.45%, 7/15/24, Callable 4/15/24 @ 100 (i)

   

5,000

     

5,060

   

2.90%, 8/15/24, Callable 7/15/24 @ 100

   

6,000

     

6,043

   

5.88%, 9/1/25, Callable 6/1/25 @ 100

   

2,000

     

2,216

   

Ovintiv Exploration, Inc., 5.63%, 7/1/24

   

13,613

     

15,060

   

Ovintiv, Inc., 3.90%, 11/15/21, Callable 8/16/21 @ 100

   

2,100

     

2,101

   
Parsley Energy LLC/Parsley Finance Corp.
5.63%, 10/15/27, Callable 10/15/22 @ 102.81 (a) (h)
   

22,028

     

23,742

   

4.13%, 2/15/28, Callable 2/15/23 @ 102.06 (a)

   

7,289

     

7,634

   
PDC Energy, Inc.
6.13%, 9/15/24, Callable 9/7/21 @ 103.06
   

5,000

     

5,087

   

6.25%, 12/1/25, Callable 9/7/21 @ 104.69

   

8,415

     

8,678

   

See notes to financial statements.


22


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Phillips 66, 0.90%, 2/15/24, Callable 11/19/21 @ 100

 

$

1,538

   

$

1,539

   

Range Resources Corp., 5.88%, 7/1/22, Callable 4/1/22 @ 100

   

2,000

     

2,030

   

Southwestern Energy Co., 4.10%, 3/15/22, Callable 12/15/21 @ 100

   

13,237

     

13,307

   
Valero Energy Corp.
2.70%, 4/15/23 (h)
   

9,302

     

9,634

   

1.20%, 3/15/24

   

5,500

     

5,550

   
Western Midstream Operating LP
4.00%, 7/1/22, Callable 4/1/22 @ 100
   

5,000

     

5,054

   

4.35%, 2/1/25, Callable 1/1/25 @ 100

   

8,421

     

8,834

   

WPX Energy, Inc., 8.25%, 8/1/23, Callable 6/1/23 @ 100

   

5,263

     

5,891

   
     

347,241

   

Financials (12.6%):

 

Alexander Funding Trust, 1.84%, 11/15/23 (a)

   

14,410

     

14,665

   

Alleghany Corp., 4.95%, 6/27/22

   

1,250

     

1,300

   
Ares Capital Corp.
3.63%, 1/19/22, Callable 12/19/21 @ 100 (h) (i)
   

510

     

516

   

3.25%, 7/15/25, Callable 6/15/25 @ 100

   

5,000

     

5,307

   

Assurant, Inc., 4.20%, 9/27/23, Callable 8/27/23 @ 100

   

5,000

     

5,361

   
Athene Global Funding
2.80%, 5/26/23 (a) (i)
   

5,000

     

5,207

   

1.20%, 10/13/23 (a)

   

5,000

     

5,066

   
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29,
Callable 11/20/24 @ 100 (d) (i)
   

8,571

     

9,066

   

BB&T Corp., 4.25%, 9/30/24

   

1,955

     

2,134

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29,
Callable 6/30/24 @ 100 (d)
   

9,667

     

10,571

   
CIT Group, Inc.
5.00%, 8/15/22
   

17,650

     

18,391

   

4.75%, 2/16/24, Callable 11/16/23 @ 100

   

3,000

     

3,236

   

4.13% (H15T5Y+237bps), 11/13/29, Callable 11/13/24 @ 100 (d)

   

1,000

     

1,025

   

Citizens Financial Group, Inc., 4.15%, 9/28/22 (a)

   

1,283

     

1,330

   

City National Bank, 5.38%, 7/15/22

   

2,000

     

2,097

   

Colfax Corp., 6.38%, 2/15/26, Callable 2/15/22 @ 103.19 (a)

   

3,648

     

3,853

   

Curo Group Holdings Corp., 8.25%, 9/1/25, Callable 8/12/21 @ 104.53 (a)

   

4,000

     

4,186

   
DAE Funding LLC
5.25%, 11/15/21, Callable 10/15/21 @ 100 (a)
   

15,742

     

15,883

   

4.50%, 8/1/22 (a)

   

28,451

     

28,451

   

1.55%, 8/1/24, Callable 7/1/24 @ 100 (a)

   

1,250

     

1,249

   

5.00%, 8/1/24 (a)

   

500

     

513

   
Dime Community Bancshares, Inc., 4.50% (LIBOR03M+266bps), 6/15/27,
Callable 6/15/22 @ 100 (d)
   

3,750

     

3,779

   
First Citizens BancShares, Inc., 3.38% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (d)
   

10,871

     

11,164

   

First Horizon National Corp., 3.55%, 5/26/23, Callable 4/26/23 @ 100

   

5,000

     

5,250

   

FNB Corp., 2.20%, 2/24/23, Callable 1/24/23 @ 100

   

7,349

     

7,472

   

Ford Motor Credit Co. LLC, 3.38%, 11/13/25, Callable 10/13/25 @ 100

   

3,000

     

3,134

   
FS KKR Capital Corp.
4.75%, 5/15/22, Callable 4/15/22 @ 100
   

4,727

     

4,856

   

4.63%, 7/15/24, Callable 6/15/24 @ 100

   

2,000

     

2,156

   

See notes to financial statements.


23


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Fulton Financial Corp.
3.60%, 3/16/22
 

$

1,446

   

$

1,469

   

3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (d)

   

10,000

     

10,102

   

GA Global Funding Trust, 1.63%, 1/15/26 (a)

   

2,500

     

2,550

   

Glencore Funding LLC, 1.63%, 4/27/26, Callable 3/27/26 @ 100 (a)

   

5,000

     

5,045

   
Hilltop Holdings, Inc., 5.75% (SOFR+568bps), 5/15/30,
Callable 5/15/25 @ 100 (d)
   

5,000

     

5,414

   

Infinity Property & Casualty Corp., 5.00%, 9/19/22 (h) (i)

   

21,955

     

22,957

   
Main Street Capital Corp.
5.20%, 5/1/24
   

5,200

     

5,661

   

3.00%, 7/14/26, Callable 6/14/26 @ 100

   

3,500

     

3,625

   
MB Financial Bank NA, 4.00% (LIBOR03M+187bps), 12/1/27,
Callable 12/1/22 @ 100 (d)
   

3,000

     

3,095

   

Mobr-04 LLC (LOC — Compass Bank), 1.12%, 9/1/24 (h) (j)

   

3,200

     

3,200

   

National Securities Clearing Corp., 1.20%, 4/23/23 (a)

   

5,000

     

5,075

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (d) (i)
   

8,242

     

8,948

   
Pinnacle Financial Partners, Inc., 5.25% (LIBOR03M+388bps), 11/16/26,
Callable 11/16/21 @ 100 (a) (d)
   

3,800

     

3,813

   

ProAssurance Corp., 5.30%, 11/15/23 (i)

   

9,000

     

9,675

   

Protective Life Global Funding, 3.10%, 4/15/24 (a)

   

5,000

     

5,315

   
Reliance Standard Life Global Funding II
3.85%, 9/19/23 (a)
   

5,000

     

5,342

   

2.75%, 5/7/25 (a)

   

5,000

     

5,297

   
Santander Holdings USA, Inc.
4.45%, 12/3/21, Callable 11/3/21 @ 100
   

1,278

     

1,291

   

3.70%, 3/28/22, Callable 2/28/22 @ 100

   

15,000

     

15,270

   

SCE Recovery Funding LLC, 0.86%, 11/15/31

   

10,000

     

9,832

   
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29,
Callable 11/1/24 @ 100 (d)
   

11,650

     

12,271

   
SL Green Operating Partnership LP, 3.25%, 10/15/22,
Callable 9/15/22 @ 100
   

2,612

     

2,689

   

StanCorp Financial Group, Inc., 5.00%, 8/15/22

   

5,366

     

5,602

   
Sterling Bancorp, 4.00% (SOFR+253bps), 12/30/29,
Callable 12/30/24 @ 100 (d)
   

8,750

     

9,120

   

Synovus Bank, 2.29% (SOFR+95bps), 2/10/23, Callable 2/10/22 @ 100 (d)

   

6,876

     

6,926

   
TCF National Bank
4.13% (LIBOR03M+238bps), 7/2/29, Callable 7/2/24 @ 100 (d)
   

5,000

     

5,272

   

5.50% (LIBOR03M+509bps), 5/6/30, Callable 5/6/25 @ 100 (d)

   

10,000

     

10,328

   
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31,
Callable 5/6/26 @ 100 (d)
   

5,000

     

5,199

   
TIAA FSB Holdings, Inc., 4.82% (LIBOR03M+470bps), 3/15/26,
Callable 9/7/21 @ 100 (d)
   

5,718

     

5,799

   
UMB Financial Corp., 3.70% (H15T5Y+344bps), 9/17/30,
Callable 9/17/25 @ 100 (d)
   

3,750

     

3,869

   

United Financial Bancorp, Inc., 5.75%, 10/1/24

   

4,120

     

4,418

   

WEA Finance LLC, 3.15%, 4/5/22 (a)

   

5,000

     

5,070

   
     

386,757

   

See notes to financial statements.


24


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Health Care (1.4%):

 
Bristol-Myers Squibb Co.
2.75%, 2/15/23, Callable 1/15/23 @ 100
 

$

10,000

   

$

10,355

   

3.25%, 2/20/23, Callable 1/20/23 @ 100

   

4,810

     

5,018

   

Centene Corp., 5.38%, 6/1/26, Callable 8/13/21 @ 104.03 (a)

   

1,500

     

1,562

   
Fresenius Medical Care U.S. Finance III, Inc., 1.88%, 12/1/26,
Callable 11/1/26 @ 100 (a)
   

5,000

     

5,067

   
Fresenius U.S. Finance II, Inc., 4.50%, 1/15/23,
Callable 10/17/22 @ 100 (a) (i)
   

4,000

     

4,181

   

Hikma Finance USA LLC, 3.25%, 7/9/25

   

7,000

     

7,289

   

Laboratory Corp. of America Holdings, 1.55%, 6/1/26, Callable 5/1/26 @ 100

   

5,000

     

5,073

   

SSM Health Care Corp., 3.69%, 6/1/23, Callable 3/1/23 @ 100

   

4,330

     

4,559

   
     

43,104

   

Industrials (5.4%):

 

Air Lease Corp., 2.25%, 1/15/23

   

5,000

     

5,125

   

Aircastle Ltd., 4.25%, 6/15/26, Callable 4/15/26 @ 100

   

5,000

     

5,509

   
American Airlines Pass Through Trust
4.38%, 4/1/24
   

2,972

     

2,947

   

4.40%, 3/22/25

   

6,386

     

6,276

   

4.38%, 12/15/25 (a)

   

5,058

     

4,801

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.50%, 4/20/26 (a)

   

5,000

     

5,231

   

Ashtead Capital, Inc., 4.38%, 8/15/27, Callable 8/15/22 @ 102.19 (a)

   

9,000

     

9,452

   
Aviation Capital Group LLC
2.88%, 1/20/22, Callable 12/20/21 @ 100 (a)
   

6,792

     

6,846

   

5.50%, 12/15/24, Callable 11/15/24 @ 100 (a)

   

7,495

     

8,496

   

Builders FirstSource, Inc., 6.75%, 6/1/27, Callable 6/1/22 @ 103.38 (a)

   

4,901

     

5,244

   
Continental Airlines Pass Through Trust
5.98%, 10/19/23
   

2,153

     

2,183

   

4.00%, 4/29/26

   

9,933

     

10,481

   

Delta Air Lines Pass Through Trust, 2.00%, 12/10/29

   

4,701

     

4,729

   

Delta Air Lines, Inc./SkyMiles IP Ltd., 4.50%, 10/20/25 (a)

   

5,852

     

6,298

   

Fluor Corp., 3.50%, 12/15/24, Callable 9/15/24 @ 100 (i)

   

6,000

     

6,271

   

Hillenbrand, Inc., 5.75%, 6/15/25, Callable 6/15/22 @ 102.88

   

1,000

     

1,067

   
Howmet Aerospace, Inc.
5.13%, 10/1/24, Callable 7/1/24 @ 100
   

1,500

     

1,650

   

6.88%, 5/1/25, Callable 4/1/25 @ 100 (h)

   

10,000

     

11,635

   
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd.,
6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (a)
   

4,000

     

4,354

   

PACCAR Financial Corp., 2.65%, 4/6/23, MTN

   

5,000

     

5,197

   
Penske Truck Leasing Co. LP / PTL Finance Corp., 1.70%, 6/15/26,
Callable 5/15/26 @ 100 (a)
   

5,000

     

5,068

   
Southwest Airlines Co.
4.75%, 5/4/23
   

5,000

     

5,356

   

5.25%, 5/4/25, Callable 4/4/25 @ 100

   

10,000

     

11,428

   

Spirit AeroSystems, Inc., 3.95%, 6/15/23, Callable 5/15/23 @ 100

   

1,181

     

1,197

   
The Boeing Co.
8.75%, 8/15/21
   

2,974

     

2,982

   

1.95%, 2/1/24

   

2,000

     

2,052

   

See notes to financial statements.


25


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

The Nature Conservancy, 0.47%, 7/1/23

 

$

850

   

$

851

   

U.S. Airways, 5.38%, 5/15/23

   

9,711

     

9,742

   

U.S. Airways Pass Through Trust, 3.95%, 5/15/27

   

3,860

     

3,871

   
United Airlines Pass Through Trust
5.38%, 2/15/23
   

2,013

     

2,016

   

4.63%, 3/3/24

   

769

     

785

   

4.15%, 10/11/25

   

5,151

     

5,457

   

4.88%, 7/15/27

   

961

     

1,007

   
     

165,604

   

Information Technology (0.3%):

 
Skyworks Solutions, Inc.
0.90%, 6/1/23, Callable 6/1/22 @ 100
   

5,000

     

5,019

   

1.80%, 6/1/26, Callable 5/1/26 @ 100

   

5,000

     

5,091

   
     

10,110

   

Materials (0.4%):

 

Ball Corp., 5.00%, 3/15/22

   

2,250

     

2,302

   

Commercial Metals Co., 4.88%, 5/15/23, Callable 2/15/23 @ 100

   

1,000

     

1,052

   

Reliance Steel & Aluminum Co., 4.50%, 4/15/23, Callable 1/15/23 @ 100

   

8,403

     

8,879

   
     

12,233

   

Real Estate (2.1%):

 

American Tower Trust #1, 3.07%, 3/15/48, Callable 9/15/21 @ 100 (a)

   

3,760

     

3,776

   

Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100

   

6,360

     

6,731

   
MPT Operating Partnership LP/MPT Finance Corp., 5.00%, 10/15/27,
Callable 10/15/22 @ 102.5
   

11,401

     

12,062

   
Nationwide Health Properties, Inc., 6.90%, 10/1/37,
(Put Date 10/1/27), MTN (k)
   

2,950

     

3,868

   

Office Properties Income Trust, 4.00%, 7/15/22, Callable 6/15/22 @ 100

   

7,605

     

7,829

   
SBA Tower Trust
2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)
   

6,923

     

7,222

   

1.88%, 7/15/50, Callable 1/15/25 @ 100 (a)

   

3,500

     

3,568

   

SL Green Realty Corp., 4.50%, 12/1/22, Callable 9/1/22 @ 100 (i)

   

5,000

     

5,191

   
VICI Properties LP/VICI Note Co., Inc., 3.50%, 2/15/25,
Callable 2/15/22 @ 101.75 (a)
   

3,636

     

3,717

   

Vornado Realty LP, 2.15%, 6/1/26, Callable 5/1/26 @ 100

   

9,500

     

9,743

   
     

63,707

   

Utilities (2.1%):

 

Calpine Corp., 5.25%, 6/1/26, Callable 9/7/21 @ 102.63 (a)

   

2,000

     

2,059

   

CenterPoint Energy Resources Corp., 0.70%, 3/2/23, Callable 9/7/21 @ 100

   

4,000

     

4,001

   

Delmarva Power & Light Co., 3.50%, 11/15/23, Callable 8/15/23 @ 100

   

5,858

     

6,228

   

National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @ 100

   

5,000

     

5,821

   

NRG Energy, Inc., 7.25%, 5/15/26, Callable 8/23/21 @ 103.63

   

4,000

     

4,160

   

Oklahoma Gas & Electric Co., 0.55%, 5/26/23, Callable 11/26/21 @ 100

   

3,000

     

3,000

   

Public Service Electric & Gas Co., 3.25%, 9/1/23, MTN, Callable 8/1/23 @ 100

   

5,000

     

5,286

   

Sierra Pacific Power Co., 3.38%, 8/15/23, Callable 5/15/23 @ 100

   

4,299

     

4,527

   

Southern Co. Gas Capital Corp., 2.45%, 10/1/23, Callable 8/1/23 @ 100

   

10,000

     

10,390

   

Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100

   

9,500

     

9,912

   

See notes to financial statements.


26


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

System Energy Resources, Inc., 4.10%, 4/1/23, Callable 1/1/23 @ 100

 

$

3,630

   

$

3,807

   

Virginia Electric & Power Co., 2.75%, 3/15/23, Callable 12/15/22 @ 100

   

5,000

     

5,167

   
     

64,358

   

Total Corporate Bonds (Cost $1,249,345)

   

1,282,576

   

Yankee Dollars (11.7%)

 

Communication Services (0.6%):

 

Bharti Airtel International Netherlands BV, 5.35%, 5/20/24 (a)

   

8,000

     

8,788

   

Pearson Funding Four PLC, 3.75%, 5/8/22 (a)

   

7,250

     

7,348

   

Telefonica Chile SA, 3.88%, 10/12/22 (a)

   

1,908

     

1,968

   
     

18,104

   

Consumer Discretionary (0.3%):

 

Nissan Motor Co. Ltd., 3.04%, 9/15/23 (a)

   

4,000

     

4,172

   

Stellantis NV, 5.25%, 4/15/23

   

4,352

     

4,683

   
     

8,855

   

Consumer Staples (0.2%):

 

Grupo Bimbo Sab de CV, 4.50%, 1/25/22 (a)

   

5,059

     

5,154

   

Energy (1.8%):

 
Cenovus Energy, Inc.
3.00%, 8/15/22, Callable 5/15/22 @ 100
   

5,000

     

5,097

   

3.80%, 9/15/23, Callable 6/15/23 @ 100

   

2,000

     

2,107

   

Delek & Avner Tamar Bond Ltd., 5.08%, 12/30/23 (a)

   

2,776

     

2,800

   
Galaxy Pipeline Assets Bidco Ltd.
1.75%, 9/30/27 (a)
   

2,500

     

2,532

   

2.16%, 3/31/34 (a)

   

750

     

743

   

Harvest Operations Corp., 1.00%, 4/26/24, Callable 4/26/22 @ 100 (a) (i)

   

3,572

     

3,576

   

Lundin Energy Finance BV, 2.00%, 7/15/26, Callable 6/15/26 @ 100 (a)

   

5,000

     

5,059

   
Petroleos Mexicanos
4.88%, 1/24/22
   

1,862

     

1,890

   

3.77% (LIBOR03M+365bps), 3/11/22 (d)

   

14,217

     

14,344

   

Suncor Energy Ventures Corp., 4.50%, 4/1/22 (a)

   

13,373

     

13,644

   
     

51,792

   

Financials (4.6%):

 

BAT International Finance PLC, 1.67%, 3/25/26, Callable 2/25/26 @ 100

   

5,000

     

5,042

   

BBVA Bancomer SA, 6.75%, 9/30/22 (a)

   

14,000

     

14,836

   

BBVA Bancomer SA Texas, 6.75%, 9/30/22

   

2,000

     

2,118

   

Element Fleet Management Corp., 1.60%, 4/6/24, Callable 3/6/24 @ 100 (a)

   

4,000

     

4,071

   
Lloyds Bank PLC
0.30% (LIBOR06M+10bps), Callable 8/31/21 @ 100 (d) (e)
   

8,130

     

8,127

   

0.31% (LIBOR06M+10bps), Callable 8/31/21 @ 100 (d) (e)

   

10,000

     

9,985

   
Lloyds Banking Group PLC, 2.91% (LIBOR03M+81bps), 11/7/23,
Callable 11/7/22 @ 100 (d)
   

10,000

     

10,300

   
Natwest Group PLC, 8.63% (USSW5+760bps),
Callable 8/15/21 @ 100 (d) (e)
   

35,000

     

35,091

   

Origin Energy Finance Ltd., 5.45%, 10/14/21 (a)

   

1,375

     

1,388

   

ORIX Corp., 2.90%, 7/18/22

   

10,000

     

10,247

   

Park Aerospace Holdings Ltd., 5.25%, 8/15/22, Callable 7/15/22 @ 100 (a)

   

8,000

     

8,347

   

See notes to financial statements.


27


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

SA Global Sukuk Ltd., 0.95%, 6/17/24, Callable 5/17/24 @ 100 (a)

 

$

4,167

   

$

4,162

   
Santander UK Group Holdings PLC
3.57%, 1/10/23, Callable 1/10/22 @ 100
   

5,000

     

5,069

   

3.37% (LIBOR03M+108bps), 1/5/24, Callable 1/5/23 @ 100 (d)

   

5,000

     

5,192

   

UBS Group AG, 7.13% (USSW5YF+588bps), Callable 8/10/21 @ 100 (d) (e)

   

5,000

     

5,005

   

VEON Holdings BV, 5.95%, 2/13/23

   

10,000

     

10,645

   
     

139,625

   

Industrials (3.0%):

 

Aercap Ireland Capital DAC/Aercap Global Aviation Trust, 5.00%, 10/1/21

   

2,700

     

2,700

   
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.15%, 2/15/24,
Callable 1/15/24 @ 100
   

5,000

     

5,243

   
Air Canada Pass Through Trust
5.00%, 6/15/25 (a)
   

1,067

     

1,081

   

4.13%, 11/15/26 (a)

   

14,511

     

14,857

   

Aircastle Ltd., 4.40%, 9/25/23, Callable 8/25/23 @ 100

   

5,000

     

5,350

   

AMP Group Finance Services Ltd., 4.00%, 9/14/21, MTN

   

3,195

     

3,203

   
Avolon Holdings Funding Ltd.
3.95%, 7/1/24, Callable 6/1/24 @ 100 (a)
   

5,000

     

5,346

   

2.88%, 2/15/25, Callable 1/15/25 @ 100 (a)

   

10,000

     

10,367

   

2.13%, 2/21/26, Callable 1/21/26 @ 100 (a)

   

4,250

     

4,269

   

CK Hutchison International 16 Ltd., 1.88%, 10/3/21 (a)

   

10,000

     

10,027

   

CK Hutchison International 17 II Ltd., 2.75%, 9/29/23 (i)

   

4,907

     

5,086

   

CK Hutchison International 17 Ltd., 2.88%, 4/5/22 (a) (i)

   

5,000

     

5,082

   

IHS Markit Ltd., 5.00%, 11/1/22, Callable 8/1/22 @ 100 (a)

   

3,500

     

3,652

   

Smiths Group PLC, 3.63%, 10/12/22 (a)

   

7,306

     

7,570

   

The Weir Group PLC, 2.20%, 5/13/26, Callable 4/13/26 @ 100 (a)

   

10,000

     

10,109

   
     

93,942

   

Information Technology (0.4%):

 

Nokia Oyj, 3.38%, 6/12/22

   

3,244

     

3,321

   

Open Text Corp., 5.88%, 6/1/26, Callable 9/7/21 @ 102.94 (a)

   

3,100

     

3,201

   

Telefonaktiebolaget LM Ericsson, 4.13%, 5/15/22

   

7,290

     

7,484

   
     

14,006

   

Materials (0.5%):

 
Braskem Netherlands Finance BV, 3.50%, 1/10/23,
Callable 12/10/22 @ 100 (a)
   

5,000

     

5,162

   

POSCO, 2.38%, 1/17/23 (a)

   

5,000

     

5,115

   

Syngenta Finance NV, 3.13%, 3/28/22 (i)

   

4,000

     

4,061

   
     

14,338

   

Sovereign Bond (0.3%):

 

Province of Alberta Canada, 3.35%, 11/1/23

   

5,000

     

5,333

   

Province of Canada, 2.45%, 6/29/22

   

5,000

     

5,103

   
     

10,436

   

Utilities (0.0%): (l)

 

TransAlta Corp., 4.50%, 11/15/22, Callable 8/15/22 @ 100

   

1,252

     

1,290

   

Total Yankee Dollars (Cost $352,136)

   

357,542

   

See notes to financial statements.


28


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (9.6%)

 

Alabama (0.3%):

 

Auburn University Revenue, Series C, 0.82%, 6/1/24

 

$

2,760

   

$

2,787

   

City of Birmingham AL, GO, 0.86%, 3/1/24

   

1,585

     

1,601

   
The Water Works Board of The City of Birmingham Revenue
2.20%, 1/1/24
   

1,000

     

1,042

   

2.36%, 1/1/25

   

2,000

     

2,115

   
     

7,545

   

Alaska (0.0%): (l)

 
University of Alaska Revenue
Series W, 1.70%, 10/1/22
   

900

     

913

   

Series W, 1.83%, 10/1/23

   

1,000

     

1,026

   
     

1,939

   

Arizona (0.2%):

 

Arizona Board of Regents Certificate participation, 0.77%, 6/1/24

   

1,500

     

1,502

   

City of Flagstaff AZ Certificate participation, Series A, 0.97%, 5/1/23

   

1,000

     

1,007

   
City of Phoenix Civic Improvement Corp. Revenue
0.68%, 7/1/23
   

1,000

     

1,007

   

2.37%, 7/1/25

   

1,500

     

1,567

   

City of Tempe AZ Certificate participation, 0.62%, 7/1/24

   

2,500

     

2,502

   
     

7,585

   

California (0.7%):

 
California Statewide Communities Development Authority Revenue,
2.15%, 11/15/30, Continuously Callable @100
   

5,000

     

5,055

   
California Statewide Communities Development Authority Revenue
(NBGA — California Health Insurance Construction
Loan Insurance Program),
2.05%, 8/1/30
   

3,000

     

3,015

   

City of Riverside CA Revenue, Series A, 1.75%, 6/1/22

   

670

     

679

   
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 2.63%, 8/1/22
   

4,750

     

4,862

   

Sequoia Union High School District, GO, 1.74%, 7/1/25

   

1,250

     

1,296

   
     

14,907

   

Colorado (0.5%):

 
City & County of Denver Co. Airport System Revenue
Series C, 0.88%, 11/15/23
   

1,850

     

1,865

   

Series C, 1.12%, 11/15/24

   

1,330

     

1,347

   
City of Loveland Electric & Communications Enterprise Revenue, 2.97%,
12/1/24
   

2,280

     

2,427

   
Colorado Health Facilities Authority Revenue
2.80%, 12/1/26
   

700

     

710

   

Series B, 2.24%, 11/1/22

   

530

     

541

   

Series B, 2.40%, 11/1/23

   

1,250

     

1,297

   

Series B, 2.50%, 11/1/24

   

1,250

     

1,313

   
Denver City & County Housing Authority Revenue
2.15%, 12/1/24
   

3,850

     

4,016

   

2.30%, 12/1/25

   

2,000

     

2,105

   

See notes to financial statements.


29


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Park Creek Metropolitan District Revenue, Series B, 2.53%, 12/1/24

 

$

500

   

$

525

   

University of Colorado Revenue, Series A, 2.35%, 6/1/25

   

2,500

     

2,663

   
     

18,809

   

District of Columbia (0.0%): (l)

 
District of Columbia Revenue
1.44%, 4/1/22
   

350

     

352

   

1.56%, 4/1/23

   

520

     

526

   

1.67%, 4/1/24

   

550

     

560

   
     

1,438

   

Florida (0.6%):

 
City of Gainesville Florida Revenue
0.64%, 10/1/22
   

800

     

802

   

0.82%, 10/1/23

   

750

     

755

   

County of Lee Florida Water & Sewer Revenue, 2.01%, 10/1/24

   

1,360

     

1,424

   
Florida Development Finance Corp. Revenue
1.80%, 4/1/22
   

1,180

     

1,181

   

1.98%, 4/1/23

   

1,750

     

1,758

   

Florida Municipal Power Agency Revenue, Series B, 2.38%, 10/1/21

   

2,500

     

2,508

   
Hillsborough County IDA Revenue
2.01%, 8/1/24
   

5,000

     

5,050

   

2.16%, 8/1/25

   

2,910

     

2,946

   
     

16,424

   

Georgia (0.2%):

 
Athens Housing Authority Revenue
2.13%, 12/1/24
   

1,850

     

1,940

   

2.32%, 12/1/25

   

3,215

     

3,410

   
     

5,350

   

Guam (0.1%):

 
Antonio B Won Pat International Airport Authority Revenue
Series A, 2.50%, 10/1/25 (b)
   

440

     

450

   

Series A, 2.70%, 10/1/26 (b)

   

610

     

626

   

Territory of Guam Revenue, Series E, 3.25%, 11/15/26

   

1,500

     

1,536

   
     

2,612

   

Illinois (0.1%):

 
Chicago O'Hare International Airport Revenue
Series D, 0.96%, 1/1/23
   

835

     

840

   

Series D, 1.17%, 1/1/24

   

1,000

     

1,010

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue
Series B, 1.71%, 12/1/22
   

1,000

     

1,016

   

Series B, 1.84%, 12/1/23

   

1,500

     

1,538

   

Illinois Finance Authority Revenue, 2.11%, 5/15/26

   

1,000

     

1,023

   
     

5,427

   

See notes to financial statements.


30


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Indiana (0.2%):

 
Indiana Finance Authority Revenue
2.66%, 3/1/25
 

$

1,675

   

$

1,754

   

2.76%, 3/1/26

   

1,850

     

1,951

   

Series B, 1.67%, 11/15/22 (b)

   

300

     

299

   

Series B, 1.99%, 11/15/24 (b)

   

350

     

349

   

Series B, 2.45%, 11/15/25 (b)

   

360

     

361

   
Lake Central Multi-District School Building Corp. Revenue
0.67%, 1/15/23
   

500

     

503

   

0.72%, 7/15/23

   

1,500

     

1,511

   

0.85%, 1/15/24

   

1,275

     

1,289

   
     

8,017

   

Kansas (0.0%): (l)

 
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series B, 1.13%, 9/1/24
   

1,000

     

1,015

   

Kentucky (0.0%): (l)

 

County of Warren Revenue, 1.07%, 4/1/26

   

1,385

     

1,384

   
Kentucky State Property & Building Commission Revenue,
Series C, 2.76%, 5/1/22
   

250

     

254

   
     

1,638

   

Louisiana (0.0%): (l)

 
Terrebonne Levee & Conservation District Revenue
Series A, 0.97%, 6/1/22
   

800

     

803

   

Series A, 1.13%, 6/1/23

   

1,200

     

1,210

   
     

2,013

   

Maryland (0.2%):

 
County of Howard, GO
Series C, 1.22%, 8/15/22
   

980

     

991

   

Series C, 1.34%, 8/15/23

   

1,000

     

1,022

   

Maryland Economic Development Corp. Revenue, Series B, 3.30%, 6/1/22

   

3,795

     

3,827

   
Maryland Stadium Authority Revenue
Series C, 1.13%, 5/1/23
   

1,535

     

1,551

   

Series C, 1.32%, 5/1/24

   

1,000

     

1,018

   
     

8,409

   

Massachusetts (0.0%): (l)

 
Massachusetts Development Finance Agency Revenue, Series B, 4.00%,
6/1/24
   

470

     

484

   

Michigan (0.7%):

 

Clintondale Community Schools, GO, 2.84%, 5/1/22

   

4,000

     

4,077

   
Ecorse Public School District, GO
2.00%, 5/1/24
   

1,250

     

1,301

   

2.09%, 5/1/25

   

2,200

     

2,311

   
Great Lakes Water Authority Sewage Disposal System Revenue,
Series B, 1.49%, 7/1/22
   

670

     

674

   
Michigan Finance Authority Revenue
2.21%, 12/1/23
   

1,565

     

1,621

   

2.31%, 12/1/24

   

895

     

938

   

See notes to financial statements.


31


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

2.37%, 9/1/49, (Put Date 9/1/23) (k)

 

$

5,944

   

$

6,130

   

Series A-1, 2.33%, 6/1/30

   

3,820

     

3,931

   
Michigan State Building Authority Revenue
Series II, 0.60%, 4/15/23
   

725

     

729

   

Series II, 0.65%, 10/15/23

   

1,500

     

1,509

   

Ypsilanti School District, GO, 2.02%, 5/1/25

   

575

     

582

   
     

23,803

   

Minnesota (0.0%): (l)

 
Western Minnesota Municipal Power Agency Revenue
Series A, 2.28%, 1/1/25
   

1,000

     

1,054

   

Series A, 2.38%, 1/1/26

   

1,000

     

1,064

   
     

2,118

   

Mississippi (0.2%):

 
Mississippi Development Bank Revenue
2.31%, 1/1/25
   

2,235

     

2,343

   

2.36%, 1/1/26

   

2,000

     

2,109

   
     

4,452

   

Missouri (0.4%):

 
Bi-State Development Agency of the Missouri-Illinois Metropolitan
District Revenue
Series B, 1.02%, 10/1/23
   

2,000

     

2,022

   

Series B, 1.22%, 10/1/24

   

1,250

     

1,270

   

Kansas City Industrial Development Authority Revenue, 1.30%, 3/1/24

   

3,000

     

3,018

   
Missouri State Environmental Improvement & Energy Resources
Authority Revenue,
Series B, 0.70%, 1/1/24
   

2,640

     

2,649

   

University of Missouri Revenue, 1.47%, 11/1/23

   

2,000

     

2,043

   
     

11,002

   

Nebraska (0.0%): (l)

 
Nebraska Cooperative Republican Platte Enhancement Project Revenue,
Series B, 0.83%, 12/15/22
   

1,000

     

998

   
Papio-Missouri River Natural Resource District Special Tax, 2.09%, 12/15/24,
Continuously Callable @100
   

960

     

995

   
     

1,993

   

New Jersey (1.1%):

 

City of Newark, GO, 2.00%, 10/5/21

   

4,480

     

4,493

   
Franklin Township Board of Education/Somerset County, GO, 0.65%,
2/1/24 (b)
   

655

     

655

   
New Jersey Economic Development Authority Revenue, Series NNN,
2.78%, 6/15/23
   

2,042

     

2,092

   

New Jersey Educational Facilities Authority Revenue, 2.47%, 9/1/21

   

7,450

     

7,460

   
North Hudson Sewerage Authority Revenue
2.43%, 6/1/24
   

1,200

     

1,258

   

2.59%, 6/1/25

   

1,000

     

1,063

   

See notes to financial statements.


32


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
South Jersey Transportation Authority Revenue
Series B, 2.10%, 11/1/24
 

$

1,750

   

$

1,747

   

Series B, 2.20%, 11/1/25

   

3,515

     

3,498

   

Township of Weehawken, GO, 1.10%, 12/30/21

   

4,600

     

4,613

   
     

26,879

   

New York (0.4%):

 
Buffalo & Erie County Industrial Land Development Corp. Revenue,
Series B, 3.35%, 11/1/25
   

1,505

     

1,503

   

County of Suffolk, GO, Series C, 0.90%, 6/15/22

   

1,000

     

1,002

   
Long Island Power Authority Revenue, Series C, 0.76%, 3/1/23,
Continuously Callable @100
   

500

     

501

   
Madison County Capital Resource Corp. Revenue
2.23%, 7/1/24
   

1,200

     

1,261

   

2.39%, 7/1/25

   

2,670

     

2,844

   

2.52%, 7/1/26

   

3,050

     

3,289

   
New York State Dormitory Authority Revenue
Series B, 3.18%, 3/15/22
   

2,000

     

2,035

   

Series C, 0.89%, 3/15/25

   

2,000

     

2,004

   

New York State Thruway Authority Revenue, Series M, 2.26%, 1/1/25

   

1,000

     

1,048

   
     

15,487

   

North Carolina (0.0%): (l)

 

City of Winston-Salem NC Revenue, Series B, 2.33%, 6/1/26

   

500

     

536

   
North Carolina Capital Facilities Finance Agency Revenue
Series B, 0.71%, 10/1/21 (b)
   

700

     

700

   

Series B, 0.88%, 10/1/22 (b)

   

700

     

700

   
     

1,936

   

Ohio (0.2%):

 
City of Cleveland Airport System Revenue
2.49%, 1/1/25
   

2,000

     

2,096

   

2.59%, 1/1/26

   

2,000

     

2,112

   
     

4,208

   

Oklahoma (0.0%): (l)

 
Oklahoma Turnpike Authority Revenue
Series B, 0.49%, 1/1/22
   

750

     

751

   

Series B, 0.63%, 1/1/23

   

560

     

561

   
     

1,312

   

Oregon (0.1%):

 
Medford Hospital Facilities Authority Revenue
Series B, 1.65%, 8/15/22
   

500

     

504

   

Series B, 1.73%, 8/15/23

   

1,400

     

1,422

   

Series B, 1.83%, 8/15/24

   

1,700

     

1,735

   
     

3,661

   

Pennsylvania (0.8%):

 

City of Pittsburgh PA, GO, Series B, 0.84%, 9/1/24

   

1,715

     

1,727

   

County of Allegheny PA, GO, Series C, 0.69%, 11/1/23

   

2,200

     

2,215

   

County of Bucks PA, GO, 0.98%, 6/1/24

   

2,025

     

2,055

   

See notes to financial statements.


33


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Montgomery County Industrial Development Authority Revenue
Series D, 2.45%, 11/15/23
 

$

1,250

   

$

1,249

   

Series D, 2.60%, 11/15/24

   

4,050

     

4,045

   
Scranton School District, GO
Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (k)
   

2,805

     

2,864

   

Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (k)

   

1,415

     

1,512

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.)
2.50%, 4/1/23
   

1,815

     

1,869

   

2.60%, 4/1/24

   

1,730

     

1,809

   

2.72%, 4/1/25

   

900

     

954

   

2.82%, 4/1/26

   

1,000

     

1,070

   

State Public School Building Authority Revenue, 2.75%, 4/1/25

   

1,500

     

1,589

   
     

22,958

   

Rhode Island (0.1%):

 

Rhode Island Commerce Corp. Revenue, 2.86%, 5/1/24

   

2,065

     

2,196

   

South Dakota (0.1%):

 
South Dakota Health & Educational Facilities Authority Revenue
Series B, 2.31%, 7/1/23
   

1,500

     

1,540

   

Series B, 2.38%, 7/1/24

   

1,350

     

1,401

   
     

2,941

   

Texas (1.5%):

 
Central Texas Regional Mobility Authority Revenue
Series C, 1.45%, 1/1/25
   

400

     

399

   

Series D, 1.65%, 1/1/24

   

500

     

497

   

Series D, 1.80%, 1/1/25

   

750

     

741

   
City of Houston Airport System Revenue
Series C, 0.88%, 7/1/22
   

1,780

     

1,788

   

Series C, 1.05%, 7/1/23

   

1,650

     

1,667

   
City of Houston, GO
2.77%, 3/1/22
   

1,240

     

1,259

   

2.98%, 3/1/23

   

1,900

     

1,981

   

City of Lubbock Water & Wastewater System Revenue, 2.06%, 2/15/25

   

5,000

     

5,240

   
Clear Creek Independent School District, GO
Series B, 5.00%, 2/15/24
   

2,250

     

2,485

   

Series B, 5.00%, 2/15/25

   

1,650

     

1,877

   
Clifton Higher Education Finance Corp. Revenue, 0.75%, 8/15/50,
(Put Date 2/15/22) (a) (k)
   

15,000

     

15,036

   
Dallas/Fort Worth International Airport Revenue
Series C, 1.04%, 11/1/23
   

500

     

506

   

Series C, 1.23%, 11/1/24

   

750

     

762

   

Denton Independent School District, GO, Series A, 0.50%, 8/15/24

   

1,000

     

985

   
Harris County Cultural Education Facilities Finance Corp. Revenue,
Series B, 2.47%, 5/15/25
   

1,000

     

1,054

   
San Antonio Education Facilities Corp. Revenue
1.74%, 4/1/25 (b)
   

505

     

505

   

1.99%, 4/1/26 (b)

   

860

     

862

   

2.19%, 4/1/27 (b)

   

525

     

526

   

See notes to financial statements.


34


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Tarrant County Cultural Education Facilities Finance Corp. Revenue
0.86%, 9/1/21
 

$

875

   

$

875

   

0.92%, 9/1/22

   

655

     

657

   

Texas A&M University Revenue, Series A, 2.95%, 5/15/23

   

1,585

     

1,660

   
White Settlement Independent School District, GO (NBGA — Texas Permanent
School Fund)
0.39%, 8/15/23
   

640

     

635

   

0.56%, 8/15/24

   

550

     

541

   
     

42,538

   

Virginia (0.6%):

 

County of Arlington VA, GO, Series B, 0.64%, 8/1/24

   

3,000

     

3,025

   
Virginia Small Business Financing Authority Revenue, 2.25%, 7/1/50,
(Put Date 12/29/22) (a) (k)
   

11,000

     

11,004

   
     

14,029

   

West Virginia (0.2%):

 
Tobacco Settlement Finance Authority Revenue
0.95%, 6/1/22
   

3,500

     

3,509

   

Series A, 1.19%, 6/1/23

   

3,500

     

3,527

   
     

7,036

   

Wisconsin (0.1%):

 
State of Wisconsin Revenue
Series A, 1.90%, 5/1/25
   

2,000

     

2,085

   

Series A, 2.10%, 5/1/26

   

1,000

     

1,054

   
     

3,139

   

Total Municipal Bonds (Cost $289,267)

   

295,300

   

U.S. Government Agency Mortgages (0.4%)

 
Federal Home Loan Mortgage Corp.
Series K023, Class X1, 1.21%, 8/25/22 (f) (g)
   

62,930

     

680

   

2.00% (LIBOR12M+163bps), 4/1/35 (d)

   

188

     

192

   
     

872

   
Federal National Mortgage Association
5.00%, 12/1/21 - 2/1/24
   

88

     

92

   

Series 2012-M8, Class X2, 0.68%, 5/25/22 (f) (g)

   

33,188

     

43

   

Series 2013-M1, Class X2, 0.55%, 8/25/22 (f) (g)

   

25,786

     

48

   

6.00%, 10/1/22 - 7/1/23

   

150

     

154

   

5.50%, 2/1/23 - 6/1/24

   

196

     

202

   

4.50%, 5/1/23 - 2/1/24

   

35

     

37

   

2.50%, 4/1/27 - 8/1/27

   

9,604

     

10,059

   

Series 2012-104, Class HC, 1.25%, 9/25/27

   

1,396

     

1,413

   
     

12,048

   

Total U.S. Government Agency Mortgages (Cost $12,009)

   

12,920

   

See notes to financial statements.


35


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Shares or
Principal
Amount
 

Value

 

Commercial Paper (0.7%)

 
Jabil, Inc.
0.70%, 8/2/21 (a) (m)
 

$

10,000

   

$

10,000

   

0.62%, 8/3/21 (a) (m)

   

7,800

     

7,800

   

Viatris, Inc., 0.40%, 9/15/21 (a) (m)

   

3,000

     

2,998

   

Total Commercial Paper (Cost $20,798)

   

20,798

   

Collateral for Securities Loaned^ (1.3%)

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

8,547,548

     

8,548

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

1,623,153

     

1,623

   

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

   

28,964,441

     

28,964

   

Total Collateral for Securities Loaned (Cost $39,135)

   

39,135

   

Total Investments (Cost $3,029,810) — 100.8%

   

3,086,990

   

Liabilities in excess of other assets — (0.8)%

   

(23,526

)

 
NET ASSETS — 100.00%  

$

3,063,464

   

At July 31, 2021, the Fund's investments in foreign securities were 12.8% 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 July 31, 2021, the fair value of these securities was $1,501,547 (thousands) and amounted to 49.0% of net assets.

(b)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of net assets as of July 31, 2021. (See Note 2 in the Notes to Financial Statements)

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

(e)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(f)  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 July 31, 2021.

(g)  Security is interest only.

(h)  All or a portion of this security has been segregated as collateral for derivative instruments, delayed-delivered and/or when-issued securities.

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

(j)  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.

See notes to financial statements.


36


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(k)  Put Bond.

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

(m)  Rate represents the effective yield at July 31, 2021.

(n)  Rate disclosed is the daily yield on July 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

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

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

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

USSW5 — USD 5 Year Swap Rate, rate disclosed as of July 31, 2021.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


37


USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

5-Year U.S. Treasury Note Futures

   

100

   

9/30/21

 

$

12,386,961

   

$

12,444,531

   

$

57,570

   

Total unrealized appreciation

                 

$

57,570

   

Total unrealized depreciation

                   

   

Total net unrealized appreciation (depreciation)

                 

$

57,570

   

See notes to financial statements.


38


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Short-Term
Bond Fund
 

Assets:

 

Investments, at value (Cost $3,029,810)

 

$

3,086,990

(a)

 

Cash

   

26,410

   

Deposit with broker for futures contracts

   

2,104

   

Receivables:

 

Interest and dividends

   

20,847

   

Capital shares issued

   

2,294

   

Investments sold

   

2

   

Variation margin on open futures contracts

   

13

   

Reclaims

   

122

   

From Adviser

   

8

   

Prepaid expenses

   

57

   

Total Assets

   

3,138,847

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

39,135

   

Distributions

   

91

   

Investments purchased

   

32,670

   

Capital shares redeemed

   

2,091

   

Accrued expenses and other payables:

 

Investment advisory fees

   

645

   

Administration fees

   

303

   

Custodian fees

   

26

   

Transfer agent fees

   

289

   

Compliance fees

   

2

   

Trustees' fees

   

1

   
12b-1 fees    

1

   

Other accrued expenses

   

129

   

Total Liabilities

   

75,383

   

Net Assets:

 

Capital

   

2,995,095

   

Total accumulated earnings/(loss)

   

68,369

   

Net Assets

 

$

3,063,464

   

Net Assets

 

Fund Shares

 

$

1,015,085

   

Institutional Shares

   

2,020,237

   

Class A

   

12,031

   

R6 Shares

   

16,111

   

Total

 

$

3,063,464

   

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

 

Fund Shares

   

108,526

   

Institutional Shares

   

216,098

   

Class A

   

1,286

   

R6 Shares

   

1,721

   

Total

   

327,631

   

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

 

Fund Shares

 

$

9.35

   
Institutional Shares    

9.35

   
Class A    

9.35

   
R6 Shares    

9.36

   

Maximum Sales Charge — Class A

   

2.25

%

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

$

9.57

   

(a)  Includes $37,865 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.


39


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA Short-Term
Bond Fund
 

Investment Income:

 

Dividends

 

$

814

   

Interest

   

85,588

   

Securities lending (net of fees)

   

114

   

Total Income

   

86,516

   

Expenses:

 

Investment advisory fees

   

6,753

   

Administration fees — Fund Shares

   

1,539

   

Administration fees — Institutional Shares

   

1,861

   

Administration fees — Class A

   

16

   

Administration fees — R6 Shares

   

4

   

Sub-Administration fees

   

28

   
12b-1 fees — Class A    

27

   

Custodian fees

   

137

   

Transfer agent fees — Fund Shares

   

1,356

   

Transfer agent fees — Institutional Shares

   

1,861

   

Transfer agent fees — Class A

   

11

   

Transfer agent fees — R6 Shares

   

1

   

Trustees' fees

   

58

   

Compliance fees

   

19

   

Legal and audit fees

   

67

   

State registration and filing fees

   

117

   

Interfund lending fees

   

(a)

 

Other expenses

   

311

   

Total Expenses

   

14,166

   

Expenses waived/reimbursed by Adviser

   

(37

)

 

Net Expenses

   

14,129

   

Net Investment Income (Loss)

   

72,387

   

Realized/Unrealized Gains (Losses) from Investments:

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

13,207

   

Net realized gains (losses) from futures contracts

   

(197

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

18,436

   

Net change in unrealized appreciation/depreciation on futures contracts

   

(162

)

 

Net realized/unrealized gains (losses) on investments

   

31,284

   

Change in net assets resulting from operations

 

$

103,671

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


40


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Short-Term Bond Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

72,387

   

$

84,890

   

Net realized gains (losses) from investments

   

13,010

     

12,975

   
Net change in unrealized appreciation/depreciation on
investments
   

18,274

     

9,475

   

Change in net assets resulting from operations

   

103,671

     

107,340

   

Distributions to Shareholders:

 

Fund Shares

   

(29,772

)

   

(31,970

)

 

Institutional Shares

   

(54,924

)

   

(53,509

)

 

Class A

   

(289

)

   

(325

)

 

R6 Shares

   

(261

)

   

(221

)

 

Change in net assets resulting from distributions to shareholders

   

(85,246

)

   

(86,025

)

 

Change in net assets resulting from capital transactions

   

207,249

     

(194,932

)

 

Change in net assets

   

225,674

     

(173,617

)

 

Net Assets:

 

Beginning of period

   

2,837,790

     

3,011,407

   

End of period

 

$

3,063,464

   

$

2,837,790

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

170,607

   

$

196,309

   

Distributions reinvested

   

29,052

     

31,095

   

Cost of shares redeemed

   

(231,904

)

   

(362,515

)

 

Total Fund Shares

 

$

(32,245

)

 

$

(135,111

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

451,265

   

$

325,565

   

Distributions reinvested

   

54,444

     

52,823

   

Cost of shares redeemed

   

(275,046

)

   

(436,571

)

 

Total Institutional Shares

 

$

230,663

   

$

(58,183

)

 

Class A

 

Proceeds from shares issued

 

$

9,052

   

$

2,198

   

Distributions reinvested

   

162

     

166

   

Cost of shares redeemed

   

(8,489

)

   

(6,436

)

 

Total Class A

 

$

725

   

$

(4,072

)

 

R6 Shares

 

Proceeds from shares issued

 

$

14,200

   

$

3,296

   

Distributions reinvested

   

145

     

71

   

Cost of shares redeemed

   

(6,239

)

   

(933

)

 

Total R6 Shares

 

$

8,106

   

$

2,434

   

Change in net assets resulting from capital transactions

 

$

207,249

   

$

(194,932

)

 

(continues on next page)

See notes to financial statements.


41


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Short-Term Bond Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

18,265

     

21,376

   

Reinvested

   

3,111

     

3,383

   

Redeemed

   

(24,827

)

   

(39,623

)

 

Total Fund Shares

   

(3,451

)

   

(14,864

)

 

Institutional Shares

 

Issued

   

48,331

     

35,367

   

Reinvested

   

5,833

     

5,752

   

Redeemed

   

(29,468

)

   

(47,767

)

 

Total Institutional Shares

   

24,696

     

(6,648

)

 

Class A

 

Issued

   

969

     

238

   

Reinvested

   

17

     

18

   

Redeemed

   

(909

)

   

(700

)

 

Total Class A

   

77

     

(444

)

 

R6 Shares

 

Issued

   

1,519

     

357

   

Reinvested

   

15

     

8

   

Redeemed

   

(668

)

   

(102

)

 

Total R6 Shares

   

866

     

263

   

Change in Shares

   

22,188

     

(21,693

)

 

See notes to financial statements.


42


This page is intentionally left blank.


43


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Short-Term Bond Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

9.29

     

0.23

(d)

   

0.10

     

0.33

     

(0.23

)

   

(0.04

)

 

July 31, 2020

 

$

9.21

     

0.26

(d)

   

0.08

     

0.34

     

(0.26

)

   

(e)

 

July 31, 2019

 

$

9.06

     

0.24

     

0.15

     

0.39

     

(0.24

)

   

(e)

 

July 31, 2018

 

$

9.21

     

0.20

     

(0.15

)

   

0.05

     

(0.20

)

   

(e)

 

July 31, 2017

 

$

9.20

     

0.17

     

0.01

     

0.18

     

(0.17

)

   

   

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

9.29

     

0.23

(d)

   

0.11

     

0.34

     

(0.24

)

   

(0.04

)

 

July 31, 2020

 

$

9.20

     

0.27

(d)

   

0.09

     

0.36

     

(0.27

)

   

(e)

 

July 31, 2019

 

$

9.06

     

0.25

     

0.14

     

0.39

     

(0.25

)

   

(e)

 

July 31, 2018

 

$

9.21

     

0.21

     

(0.15

)

   

0.06

     

(0.21

)

   

(e)

 

July 31, 2017

 

$

9.20

     

0.18

     

0.01

     

0.19

     

(0.18

)

   

   

Class A

 

Year Ended:

 

July 31, 2021

 

$

9.29

     

0.21

(d)

   

0.10

     

0.31

     

(0.21

)

   

(0.04

)

 

July 31, 2020

 

$

9.21

     

0.24

(d)

   

0.08

     

0.32

     

(0.24

)

   

(e)

 

July 31, 2019

 

$

9.06

     

0.22

     

0.15

     

0.37

     

(0.22

)

   

(e)

 

July 31, 2018

 

$

9.21

     

0.18

     

(0.15

)

   

0.03

     

(0.18

)

   

(e)

 

July 31, 2017

 

$

9.20

     

0.16

     

0.01

     

0.17

     

(0.16

)

   

   

R6 Shares

 

Year Ended:

 

July 31, 2021

 

$

9.30

     

0.23

(d)

   

0.11

     

0.34

     

(0.24

)

   

(0.04

)

 

July 31, 2020

 

$

9.21

     

0.27

(d)

   

0.09

     

0.36

     

(0.27

)

   

(e)

 

July 31, 2019

 

$

9.07

     

0.26

     

0.14

     

0.40

     

(0.26

)

   

(e)

 

July 31, 2018

 

$

9.21

     

0.22

     

(0.14

)

   

0.08

     

(0.22

)

   

(e)

 
December 1, 2016 (f)
through July 31, 2017
 

$

9.12

     

0.13

     

0.09

     

0.22

     

(0.13

)

   

   

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

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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.

See notes to financial statements.


44


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net
Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
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 Short-Term Bond Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.27

)

 

$

9.35

     

3.60

%

   

0.54

%

   

2.44

%

   

0.54

%

 

$

1,015,085

     

62

%

 

July 31, 2020

   

(0.26

)

 

$

9.29

     

3.79

%

   

0.52

%

   

2.82

%

   

0.52

%

 

$

1,040,688

     

66

%

 

July 31, 2019

   

(0.24

)

 

$

9.21

     

4.43

%

   

0.57

%

   

2.68

%

   

0.57

%

 

$

1,167,973

     

48

%

 

July 31, 2018

   

(0.20

)

 

$

9.06

     

0.54

%

   

0.59

%

   

2.18

%

   

0.59

%

 

$

1,188,259

     

39

%

 

July 31, 2017

   

(0.17

)

 

$

9.21

     

2.02

%

   

0.63

%

   

1.90

%

   

0.63

%

 

$

1,301,428

     

31

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.28

)

 

$

9.35

     

3.68

%

   

0.46

%

   

2.51

%

   

0.46

%

 

$

2,020,237

     

62

%

 

July 31, 2020

   

(0.27

)

 

$

9.29

     

4.01

%

   

0.42

%

   

2.92

%

   

0.42

%

 

$

1,777,916

     

66

%

 

July 31, 2019

   

(0.25

)

 

$

9.20

     

4.42

%

   

0.47

%

   

2.78

%

   

0.47

%

 

$

1,822,756

     

48

%

 

July 31, 2018

   

(0.21

)

 

$

9.06

     

0.65

%

   

0.48

%

   

2.29

%

   

0.48

%

 

$

2,025,651

     

39

%

 

July 31, 2017

   

(0.18

)

 

$

9.21

     

2.13

%

   

0.53

%

   

2.00

%

   

0.53

%

 

$

1,954,307

     

31

%

 

Class A

 

Year Ended:

 

July 31, 2021

   

(0.25

)

 

$

9.35

     

3.38

%

   

0.74

%

   

2.24

%

   

1.03

%

 

$

12,031

     

62

%

 

July 31, 2020

   

(0.24

)

 

$

9.29

     

3.58

%

   

0.73

%

   

2.61

%

   

0.74

%

 

$

11,236

     

66

%

 

July 31, 2019

   

(0.22

)

 

$

9.21

     

4.17

%

   

0.82

%

   

2.43

%

   

0.82

%

 

$

15,222

     

48

%

 

July 31, 2018

   

(0.18

)

 

$

9.06

     

0.38

%

   

0.74

%

   

2.02

%

   

0.74

%

 

$

23,030

     

39

%

 

July 31, 2017

   

(0.16

)

 

$

9.21

     

1.82

%

   

0.82

%

   

1.70

%

   

0.82

%

 

$

21,532

     

31

%

 

R6 Shares

 

Year Ended:

 

July 31, 2021

   

(0.28

)

 

$

9.36

     

3.71

%

   

0.42

%

   

2.50

%

   

0.49

%

 

$

16,111

     

62

%

 

July 31, 2020

   

(0.27

)

 

$

9.30

     

4.04

%

   

0.39

%

   

2.96

%

   

0.45

%

 

$

7,950

     

66

%

 

July 31, 2019

   

(0.26

)

 

$

9.21

     

4.50

%

   

0.39

%

   

2.86

%

   

0.71

%

 

$

5,456

     

48

%

 

July 31, 2018

   

(0.22

)

 

$

9.07

     

0.85

%

   

0.39

%

   

2.38

%

   

0.67

%

 

$

5,142

     

39

%

 
December 1, 2016 (f)
through July 31, 2017
   

(0.13

)

 

$

9.21

     

2.43

%

   

0.39

%

   

2.14

%

   

1.02

%

 

$

5,129

     

31

%

 

(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.


45


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Short-Term Bond Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


46


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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 July 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

 

$

   

$

822,304

   

$

   

$

822,304

   

Collateralized Mortgage Obligations

   

     

211,747

     

     

211,747

   

Preferred Stocks

   

5,544

     

     

     

5,544

   

Convertible Corporate Bond

   

     

7,915

     

     

7,915

   

Senior Secured Loans

   

     

31,209

     

     

31,209

   

Corporate Bonds

   

     

1,282,576

     

     

1,282,576

   

Yankee Dollars

   

     

357,542

     

     

357,542

   

Municipal Bonds

   

     

295,300

     

     

295,300

   

U.S. Government Agency Mortgages

   

     

12,920

     

     

12,920

   

Commercial Paper

   

     

20,798

     

     

20,798

   

Collateral for Securities Loaned

   

39,135

     

     

     

39,135

   

Total

 

$

44,679

   

$

3,042,311

   

$

   

$

3,086,990

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

58

   

$

   

$

   

$

58

   

Total

 

$

58

   

$

   

$

   

$

58

   

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

For the year ended July 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


47


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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:

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.

Bank Loans:

The Fund may invest in loan interests and direct debt instruments, generally referred to as bank loans, which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations), to suppliers of goods or services (in the case of trade claims or other receivables), or to other parties. These investments involve a risk of loss in case of the default, insolvency, or bankruptcy of the borrower.


48


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of July 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 July 31, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Interest Rate Risk Exposure

 

$

58

   

$

   

*  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.


49


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended July 31, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized as
a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Interest Rate Risk Exposure

 

$

(197

)

 

$

(162

)

 

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 discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations. Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Funds 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


50


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

37,865

   

$

   

$

39,135

   

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 investment securities 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 (losses) from investment securities and foreign currency translations on the Statement of Operations.

Foreign Taxes:

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

Federal Income Taxes:

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

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

Allocations:

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


51


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 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)
 
$

6,833

   

$

10,000

   

$

   

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 July 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 
Purchases  

Sales

 

Purchases

 

Sales

 

$

1,933,544

   

$

1,652,061

   

$

   

$

27,192

   

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 July 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 Target Retirement Income Fund

   

4.2

%

 

USAA Target Retirement 2030 Fund

   

2.0

%

 

USAA Target Retirement 2040 Fund

   

0.7

%

 

USAA Target Retirement 2050 Fund

   

0.1

%

 

USAA Target Retirement 2060 Fund

   

0.0

%*

 

*  Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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 0.20% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.


52


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Short Investment Grade Debt Funds Index. The Lipper Short Investment Grade Debt Funds Index tracks the total return performance of the largest funds within the Lipper Short Investment Grade Debt 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)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the 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 Short Investment Grade Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance fees were $317, $620, $1, and $3 for Fund Shares, Institutional Shares, Class A, and R6 Shares, in thousands, respectively. Performance adjustments were 0.03%, 0.03%, less than 0.01%, and 0.03% for Fund Shares, Institutional Shares, Class A, and R6 Shares, 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 July 31, 2021, the Fund had no subadvisers.

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%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional


53


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Shares, Class A, and R6 Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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, Class A, and R6 Shares 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended July 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 July 31, 2021, the Distributor received approximately $3 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 July 31, 2021, are reflected on the Statement of Operations as Custodian fees.

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


54


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.53%, 0.43%, 0.73%, and 0.39% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under 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 July 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 July 31, 2021.

Expires
2022
  Expires
2023
  Expires
2024
 

Total

 
$

6

   

$

6

   

$

37

   

$

49

   

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 July 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.

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.

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.


55


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

LIBOR Discontinuation Risk — Many debt securities, derivatives, and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six, and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency 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 participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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


56


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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 July 31, 2021, were as follows (amounts in thousands):

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

$

   

$

4,766

     

1

     

0.62

%

 

$

4,766

   

*  For the year ended July 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of July 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

 
$

44

   

$

(44

)

 


57


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

Year Ended July 31, 2021

 

Year Ended July 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
 
$

80,403

   

$

4,843

   

$

85,246

   

$

86,025

   

$

(a)

 

$

86,025

   

(a)  Less than $1 thousand.

As of July 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)
  Distributions
Payable
  Accumulated
Earnings
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 

$

2,790

   

$

10,815

   

$

30

   

$

(91

)

 

$

13,544

   

$

54,825

   

$

68,369

   

*  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 hybrid accruals interest purchased.

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

As of July 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)
 
$

3,032,165

   

$

60,257

   

$

(5,432

)

 

$

54,825

   


58


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Short-Term Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Short-Term Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 31, 2021, by correspondence with the custodian, agent banks and brokers or by other appropriate auditing procedures where replies from brokers or agent banks 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
September 29, 2021


59


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


60


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


61


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


62


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


63


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


64


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


65


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,010.00

   

$

1,022.07

   

$

2.74

   

$

2.76

     

0.55

%

 

Institutional Shares

   

1,000.00

     

1,011.50

     

1,022.46

     

2.34

     

2.36

     

0.47

%

 

Class A

   

1,000.00

     

1,008.90

     

1,020.93

     

3.89

     

3.91

     

0.78

%

 

R6 Shares

   

1,000.00

     

1,011.60

     

1,022.66

     

2.14

     

2.16

     

0.43

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


66


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):



  Qualified
Interest
Income
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
         

98

%

 

$

7,348

   

$

4,843

   


67


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds Trust 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 Fund's 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 Fund's 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.


68


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  

23425-0921


JULY 31, 2021

Annual Report

USAA Intermediate-Term Bond 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 Capital 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

    39    

Statement of Operations

    41    

Statements of Changes in Net Assets

    42    

Financial Highlights

    44    

Notes to Financial Statements

   

46

   
Report of Independent
Registered Public Accounting Firm
   

60

   

Supplemental Information (Unaudited)

   

61

   

Trustees' and Officers' Information

    61    

Proxy Voting and Portfolio Holdings Information

    67    

Expense Examples

    67    

Additional Federal Income Tax Information

    68    

Liquidity Risk Management Program

    69    

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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past

2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust

3


USAA Mutual Funds Trust

USAA Intermediate-Term Bond Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Unprecedented is a word that has been used quite a bit over the last year or so. Never in the history of the United States (and most, if not all, of the world for that matter) has most of the country's economy been put into a self-imposed shut down. The COVID-19 pandemic was the reason for this self-imposed shutdown, which led to unprecedented economic results. For example, at its low point, U.S. employment shrank by almost 21 million people in one month alone. The pre-COVID-19 unemployment rate jumped from a very low 3.5% to a high of 14.8%, all in a matter of two months. Similarly, real GDP saw a collapse of –31.2% in the second quarter of 2020. While these numbers are unprecedented, there was other human and economic damage that stemmed from the pandemic, including bankruptcies (both business and personal), deferred health care, and other human tragedies that are difficult, if not impossible, to measure.

Thankfully, the United States and the world are beginning to emerge from this unprecedented tragedy. Most states have lifted their lockdowns, and life has begun returning to normal. The economy started adding jobs in May 2020, but still remains about five million jobs short of the jobs that were lost during the pandemic, but we are seeing progress every month. Likewise, GDP jumped 33.8% in the third quarter of 2020, and has been relatively strong since. One result of returning to normal, however, has been a surge in inflation.

Higher inflation was a trigger that led to the recent increase in interest rates, causing the yield curve to steepen, especially in the one year and longer part of the Treasury curve, as the market began pricing in increases in the short term Federal Funds rate. The widely followed Consumer Price Index ("CPI") began showing the effects of the economy getting back to normal in March 2021, as CPI posted a 2.6% increase, and then a string of higher monthly numbers: 4.2%, 5%, 5.40%, and 5.40% from April through July 2021, respectively. While these rates are higher than they have been, this increase is likely transitory, as most of the increase has been in used car prices, gasoline, and rents, demand for which was suppressed during the pandemic. In fact, if we take the average monthly CPI from March 2020 through July 2021 (to account for lower CPI during the pandemic), the average is 2.1%, which is just slightly over the 2019 average monthly CPI of 1.82%.

Credit spreads spiked in March 2020 and hit their high point at 373 basis points (bps), but decreased relatively quickly during the year. They are now lower than pre-pandemic spreads: the Bloomberg U.S. Aggregate Investment Grade Corporate Index option adjusted spread was 93 bps at December 31, 2019, and ended July 2021 at 86 bps. Year over year by ratings, AAA, AA, A, and BBB spreads fell by 13, 29, 31, and 66 bps, respectively. High-yield spreads decreased by 195 bps. (Spreads generally are considered an indication of risk; the wider the spread, the greater the perceived risk.)

No doubt, the unprecedented stimulus from the federal and state governments, in the form of direct payments to consumers and businesses (funded by unprecedented

4


USAA Mutual Funds Trust

USAA Intermediate-Term Bond Fund (continued)

Managers' Commentary (continued)

borrowing), helped calm markets and allowed out of work employees to manage for a time without a paycheck. Likewise, the U.S. Federal Reserve (the "Fed") corporate bond buying programs and effectively zero short term interest rates helped the credit markets stay open. Many corporations took advantage of cheap funding and borrowed heavily to have adequate cash to help survive the lockdowns.

For its part, the Fed appears committed to an effectively zero Federal Funds rate for the near term, indicating no increases until 2023. Although Treasury rates have recently risen and the yield curve has steepened, rates remain below year end 2019 by 152 bps at the short end of the curve, 68 bps for the 10 year, and by 50 bps at the long end.

•  How did the USAA Intermediate-Term Bond Fund (the "Fund") perform during the reporting period?

The Fund has five share classes: Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares had total returns of 4.83%, 4.80%, 4.55%, 3.90%, and 4.97%, respectively. This compares to returns of –0.70% for the Bloomberg U.S. Aggregate Bond Index (the "Index") and 2.36% for the Lipper Core Plus Bond Funds Index.

•  What strategies did you employ during the reporting period?

The Fund produced a positive total return during the reporting period ended July 31, 2021, and outperformed the Index, which had negative returns, as bond spreads considerably tightened. Relative to the Index, the Fund was helped slightly by its allocation to and, to a greater extent, our issue selection of corporate bonds, bank loans and commercial mortgage-backed securities, as well as security selection amongst other spread-based asset-backed securities. The Fund benefitted from allocations to independent energy producers, airlines, single-asset/single-borrower commercial mortgage-backed securities, consumer products and midstream companies. Bond selection, especially within aerospace and defense, banking, consumer products, food and beverage, and leisure also added to relative returns. An underweight position in U.S. Treasury securities and agency mortgage-backed securities, which generated lower returns than the Index, benefitted relative performance. Finally, our income orientation contributed positively to results. Over time, the income generated by the Fund accounts for the majority of its long-term return. As of July 31, 2021, the Fund's SEC yield was 1.68%. This compares to an SEC yield of 2.63% on July 31, 2020.

In keeping with our investment process, we continued to build the portfolio bond by bond. We seek ideas where our fundamental understanding of the credit risk is different than that of the market, working with our team of analysts to evaluate each potential investment individually. During the reporting period, we found select attractive opportunities as we continued to seek relative values across the fixed income market. We took advantage of periods of volatility to add or reduce select investments in corporate

5


USAA Mutual Funds Trust

USAA Intermediate-Term Bond Fund (continued)

Managers' Commentary (continued)

credit, commercial mortgage-backed securities, asset-backed securities and taxable municipals. As spreads decreased over the course of the year we reduced exposure to spread products by increasing our holdings in US Treasury securities.

Our analysts continued to analyze and monitor every holding in the portfolio. We are committed to building a portfolio diversified among multiple asset classes and across a large number of issuers. To minimize the Fund's exposure to potential surprises, we limit the positions we take in any one issuer.

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

6


USAA Mutual Funds Trust

USAA Intermediate-Term Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

    Fund
Shares
  Institutional
Shares
 

Class A

 

Class C

  R6
Shares
         

INCEPTION DATE

 

8/2/99

 

8/1/08

 

8/2/10

 

6/29/20

 

12/1/16

         
    Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maxiumum
Offering
Price
  Net Asset
Value
  Net Asset
Value
  Bloomberg
U.S.
Aggregate
Bond Index1
  Lipper Core
Plus Bond
Funds
Index2
 

One Year

   

4.83

%

   

4.80

%

   

4.55

%

   

2.18

%

   

3.90

%

   

4.97

%

   

–0.70

%

   

2.36

%

 

Five Year

   

5.06

%

   

5.11

%

   

4.78

%

   

4.30

%

   

N/A

     

N/A

     

3.13

%

   

4.01

%

 

Ten Year

   

4.90

%

   

4.99

%

   

4.61

%

   

4.38

%

   

N/A

     

N/A

     

3.35

%

   

4.03

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

5.57

%

   

6.11

%

   

N/A

     

N/A

   

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 ("MOP") figures reflect a maximum sales charge of 2.25% for Class A. Class C is not subject to an initial sales charge, but is subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. 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 Intermediate-Term Bond Fund — Growth of $10,000

1The Bloomberg U.S. Aggregate Bond Index covers the U.S. investment-grade rated 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. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The Lipper Core Plus Bond Funds Index measures performance of funds primarily invested in domestic investment-grade debt issues (rated in the top four grades), with any remaining investment in non-benchmark sectors such as high-yield, global and emerging market, and with dollar-weighted average maturities of five to ten years. 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 shares.

Past performance is not indicative of future results.


7


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high current income without undue risk to principal.

Asset Allocation*:

July 31, 2021

(% of Net Assets)

* Does not include futures contracts, 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.


8


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (10.1%)

 
AccessLex Institute, Series 2004-2, Class A3, 0.32% (LIBOR03M+19bps),
10/25/24 (a)
 

$

1,735

   

$

1,714

   
American Credit Acceptance Receivables Trust, Series 2019-3, Class D, 2.89%,
9/12/25, Callable 2/12/23 @ 100 (b)
   

745

     

763

   
Americredit Automobile Receivables Trust, Series 2018-1, Class D, 3.82%,
3/18/24, Callable 8/18/22 @ 100
   

6,360

     

6,579

   

AMSR Trust, Series 2021-SFR1, Class C, 2.35%, 6/17/38 (b)

   

1,800

     

1,842

   

AMSR Trust, Series 2021-SFR1, Class D, 2.60%, 6/17/38 (b)

   

1,500

     

1,525

   
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28, Callable
1/15/23 @ 100 (b)
   

1,470

     

1,504

   
Ascentium Equipment Receivables Trust, Series 2017-2A, Class D, 3.56%,
10/10/25, Callable 12/10/21 @ 100 (b)
   

608

     

613

   
Avis Budget Rental Car Funding AESOP LLC, Series 2020-1A, Class B, 2.68%,
8/20/26, Callable 9/20/25 @ 100 (b)
   

4,000

     

4,189

   
Ballyrock CLO Ltd., Series 2020-14A, Class B, 2.43% (LIBOR03M+230bps),
1/20/34, Callable 1/20/23 @ 100 (a) (b)
   

1,000

     

1,005

   
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25, Callable
1/15/23 @ 100 (b)
   

3,790

     

3,932

   
BCC Funding XVII LLC, Series 2020-1, Class B, 1.46%, 9/22/25, Callable
7/20/24 @ 100 (b)
   

3,333

     

3,368

   
California Republic Auto Receivables Trust, Series 2018-1, Class D, 4.33%,
4/15/25, Callable 9/15/22 @ 100
   

3,533

     

3,677

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C, 2.49%,
5/19/26, Callable 5/19/23 @ 100 (b)
   

2,000

     

2,062

   
Canadian Pacer Auto Receivables Trust, Series 2019-1, Class C, 3.75%,
7/21/25, Callable 11/19/22 @ 100 (b)
   

3,000

     

3,121

   

CARDS II Trust, Series 2021-1A, Class C, 1.20%, 4/15/27 (b)

   

5,750

     

5,754

   
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25, Callable
8/15/23 @ 100
   

4,230

     

4,383

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25, Callable
8/15/23 @ 100
   

1,083

     

1,134

   
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25, Callable
6/15/23 @ 100
   

5,162

     

5,361

   
CarMax Auto Owner Trust, Series 2020-4, Class C, 1.30%, 8/17/26, Callable
3/15/24 @ 100
   

3,450

     

3,491

   
CarMax Auto Owner Trust, Series 2021-3, Class D, 1.50%, 1/18/28, Callable
7/15/25 @ 100
   

2,760

     

2,761

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24, Callable
12/15/22 @ 100
   

1,923

     

2,005

   
CarMax Auto Owner Trust, Series 2020-3, Class C, 1.69%, 4/15/26, Callable
9/15/23 @ 100
   

2,500

     

2,555

   
CarMax Auto Owner Trust, Series 2018-4, Class C, 3.85%, 7/15/24, Callable
10/15/22 @ 100
   

420

     

437

   
CarMax Auto Owner Trust, Series 2018-1, Class D, 3.37%, 7/15/24, Callable
2/15/22 @ 100
   

500

     

508

   
CarMax Auto Owner Trust, Series 2018-2, Class D, 3.99%, 4/15/25, Callable
5/15/22 @ 100
   

800

     

821

   
CarNow Auto Receivables Trust, Series 2021-1A, Class B, 1.38%, 2/17/26,
Callable 1/15/24 @ 100 (b)
   

656

     

658

   

See notes to financial statements.

9


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
CARS-DB5 LP, Series 2021-1A, Class A2, 2.28%, 8/15/51, Callable
8/15/28 @ 100 (b) (c) (d)
 

$

2,250

   

$

2,248

   
Carvana Auto Receivables Trust, Series 2021-N1, Class D, 1.50%, 1/10/28,
Callable 1/10/25 @ 100
   

2,750

     

2,761

   
Carvana Auto Receivables Trust, Series 2020-P1, Class C, 1.32%, 11/9/26,
Callable 8/8/24 @ 100
   

551

     

556

   
Carvana Auto Receivables Trust, Series 2021-P2, Class C, 1.60%, 6/10/27,
Callable 4/10/25 @ 100
   

10,000

     

10,059

   
Carvana Auto Receivables Trust, Series 2021-N2, Class D, 1.27%, 3/10/28,
Callable 7/10/26 @ 100
   

4,000

     

3,990

   
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27, Callable
7/14/24 @ 100 (b)
   

5,786

     

5,931

   
CCG Receivables Trust, Series 2019-1, Class B, 3.22%, 9/14/26, Callable
9/14/22 @ 100 (b)
   

2,540

     

2,619

   
CF Hippolyta LLC, Series 2021-1A, Class B1, 1.98%, 3/15/61, Callable
3/15/24 @ 100 (b)
   

1,994

     

2,025

   
Chase Auto Credit Linked Notes, Series 2020-1, Class D, 1.89%, 1/25/28,
Callable 9/25/23 @ 100 (b)
   

726

     

731

   
Chesapeake Funding II LLC, Series 2019-1A, Class A1, 2.94%, 4/15/31, Callable
6/15/22 @ 100 (b)
   

802

     

808

   
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27, Callable
4/15/24 @ 100
   

1,100

     

1,147

   
CPS Auto Receivables Trust, Series 2018-D, Class E, 5.82%, 6/16/25, Callable
11/15/22 @ 100 (b)
   

2,000

     

2,144

   
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class B, 1.26%, 4/15/30,
Callable 12/15/24 @ 100 (b)
   

2,077

     

2,084

   
Credit Acceptance Auto Loan Trust, Series 2018-2, Class C, 4.16%, 9/15/27,
Callable 10/15/21 @ 100 (b)
   

8,270

     

8,281

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class C, 2.59%, 6/15/29,
Callable 2/15/24 @ 100 (b)
   

5,000

     

5,192

   
Credit Acceptance Auto Loan Trust, Series 2019-3A, Class A, 2.38%, 11/15/28,
Callable 9/15/23 @ 100 (b)
   

5,000

     

5,090

   
Dell Equipment Finance Trust, Series 2020-1, Class C, 4.26%, 6/22/23, Callable
10/22/22 @ 100 (b)
   

1,750

     

1,822

   
Dell Equipment Finance Trust, Series 2020-1, Class B, 2.98%, 4/24/23, Callable
10/22/22 @ 100 (b)
   

775

     

798

   
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26, Callable
4/22/23 @ 100 (b)
   

2,125

     

2,164

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class C, 3.48%, 4/15/49,
Callable 9/20/25 @ 100 (b)
   

3,000

     

3,015

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class B, 2.35%, 4/15/49,
Callable 9/20/25 @ 100 (b)
   

6,000

     

6,027

   
Diamond Resorts Owner Trust, Series 2021-1A, Class B, 2.05%, 11/21/33,
Callable 12/20/27 @ 100 (b)
   

1,678

     

1,696

   
Drive Auto Receivables Trust, Series 2018-1, Class D, 3.81%, 5/15/24, Callable
4/15/22 @ 100
   

1,737

     

1,755

   
Drive Auto Receivables Trust, Series 2020-2, Class C, 2.28%, 8/17/26, Callable
2/15/23 @ 100
   

1,680

     

1,715

   
Encina Equipment Finance LLC, Series 2021-1A, Class D, 1.69%, 11/15/27,
Callable 4/15/24 @ 100 (b)
   

2,562

     

2,542

   

See notes to financial statements.

10


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Encina Equipment Finance LLC, Series 2021-1A, Class C, 1.39%, 6/15/27,
Callable 4/15/24 @ 100 (b)
 

$

1,409

   

$

1,410

   

Enterprise Fleet Financing LLC, Series 2019-3, Class A2, 2.06%, 5/20/25 (b)

   

1,414

     

1,432

   

Evergreen Credit Card Trust, Series 2019-3, Class C, 2.71%, 10/16/23 (b)

   

4,000

     

4,020

   

Evergreen Credit Card Trust, Series 2019-2, Class C, 2.62%, 9/15/24 (b)

   

2,096

     

2,138

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24,
Callable 6/15/23 @ 100 (b)
   

2,830

     

2,858

   
Exeter Automobile Receivables Trust, Series 2019-1A, Class C, 3.82%, 12/16/24,
Callable 3/15/23 @ 100 (b)
   

2,229

     

2,241

   
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25,
Callable 11/15/23 @ 100
   

1,417

     

1,429

   
Exeter Automobile Receivables Trust, Series 2020-2A, Class B, 2.08%, 7/15/24,
Callable 9/15/23 @ 100 (b)
   

2,156

     

2,170

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24,
Callable 6/15/22 @ 100 (b)
   

3,000

     

3,093

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class C, 2.49%, 1/15/25,
Callable 7/15/23 @ 100 (b)
   

2,273

     

2,310

   
ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable
1/25/23 @ 100 (b)
   

1,875

     

1,934

   
First Investors Auto Owner Trust, Series 2018-2A, Class F, 7.31%, 9/15/25,
Callable 8/15/22 @ 100 (b)
   

1,000

     

1,045

   
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25, Callable
9/15/23 @ 100 (b)
   

2,943

     

3,068

   
Flagship Credit Auto Trust, Series 2018-4, Class C, 4.11%, 10/15/24, Callable
6/15/23 @ 100 (b)
   

1,210

     

1,241

   

Ford Credit Auto Owner Trust, Series 2021-1, Class C, 1.91%, 10/17/33 (b)

   

1,708

     

1,727

   

Ford Credit Auto Owner Trust, Series 2021-1, Class D, 2.31%, 10/17/33 (b)

   

1,650

     

1,668

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C,
1.02%, 9/15/26, Callable 11/15/24 @ 100 (b)
   

1,325

     

1,325

   
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25,
Callable 12/15/23 @ 100 (b)
   

2,969

     

2,983

   
GLS Auto Receivables Issuer Trust, Series 2020-3A, Class C, 1.92%, 5/15/25,
Callable 5/15/23 @ 100 (b)
   

2,000

     

2,029

   
GLS Auto Receivables Issuer Trust, Series 2020-1A, Class B, 2.43%, 11/15/24,
Callable 4/15/23 @ 100 (b)
   

3,775

     

3,843

   
GLS Auto Receivables Issuer Trust, Series 2A, Class C, 4.57%, 4/15/26,
Callable 7/15/23 @ 100 (b)
   

1,250

     

1,352

   
GM Financial Automobile Leasing Trust, Series 2020-2, Class C, 2.56%, 7/22/24,
Callable 12/20/22 @ 100
   

1,625

     

1,670

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class C, 1.11%, 10/21/24,
Callable 2/20/23 @ 100
   

4,464

     

4,489

   
Golub Capital Partners CLO Ltd., Series 2020-52A, Class A2,
1.93% (LIBOR03M+180bps), 1/20/34, Callable 1/20/23 @ 100 (a) (b)
   

5,000

     

5,013

   
Golub Capital Partners CLO Ltd., Series 2020-52A, Class C,
2.93% (LIBOR03M+280bps), 1/20/34, Callable 1/20/23 @ 100 (a) (b)
   

3,000

     

3,005

   

Hertz Vehicle Financing III LP, Series 2021-2A, Class C, 2.52%, 12/27/27 (b)

   

1,833

     

1,861

   

Hertz Vehicle Financing LLC, Series 2021-1A, Class C, 2.05%, 12/26/25 (b)

   

1,667

     

1,682

   
HPEFS Equipment Trust, Series 2021-2A, Class D, 1.29%, 3/20/29, Callable
7/20/24 @ 100 (b)
   

4,531

     

4,550

   
HPEFS Equipment Trust, Series 2019-1A, Class B, 2.32%, 9/20/29, Callable
6/20/22 @ 100 (b)
   

1,750

     

1,763

   

See notes to financial statements.

11


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable
6/20/22 @ 100 (b)
 

$

1,350

   

$

1,370

   
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31, Callable
12/20/23 @ 100 (b)
   

5,180

     

5,178

   
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30, Callable
5/20/23 @ 100 (b)
   

3,400

     

3,470

   
HPEFS Equipment Trust, Series 2020-1A, Class C, 2.03%, 2/20/30, Callable
1/20/23 @ 100 (b)
   

2,851

     

2,905

   
JPMorgan Chase Bank NA, Series 1, Class D, 1.17%, 9/25/28, Callable
4/25/24 @ 100 (b)
   

4,751

     

4,752

   
JPMorgan Chase Bank NA, Series 2021-2, Class D, 1.14%, 12/26/28, Callable
6/25/24 @ 100 (b)
   

1,175

     

1,175

   
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28, Callable
6/25/24 @ 100 (b)
   

1,988

     

1,988

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2021-2NU, Class D, 2.08%, 1/5/40 (b)
   

2,700

     

2,631

   

Master Credit Card Trust, Series 2018-1A, Class C, 3.74%, 7/21/24 (b)

   

1,750

     

1,817

   

Master Credit Card Trust, Series 2020-1A, Class C, 2.59%, 9/23/24 (b)

   

2,125

     

2,183

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/23/24 (b)

   

833

     

858

   

Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (b)

   

2,812

     

2,809

   
MVW LLC, Series 2021-1WA, Class B, 1.44%, 1/22/41, Callable
12/20/28 @ 100 (b)
   

1,288

     

1,290

   
MVW Owner Trust, Series 2018-1A, Class A, 3.45%, 1/21/36, Callable
1/20/24 @ 100 (b)
   

2,880

     

2,991

   
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47, Callable
10/20/27 @ 100 (b)
   

5,875

     

6,103

   

NP SPE II LLC, Series 2019-2A, Class A2, 3.10%, 11/19/49 (b)

   

7,585

     

7,788

   
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25,
Callable 9/15/22 @ 100 (b)
   

5,750

     

5,884

   

Progress Residential, Series 2021-SFR4, Class C, 2.04%, 5/17/38 (b)

   

2,351

     

2,389

   

Progress Residential, Series 2021-SFR4, Class D, 2.31%, 5/17/38 (b)

   

2,500

     

2,544

   
Progress Residential Trust, Series 2021-SFR6, Class D, 2.23%, 7/17/38,
Callable 7/17/26 @ 100 (b)
   

3,000

     

3,018

   

Progress Residential Trust, Series 2021-SFR7, Class B, 1.94%, 8/17/40 (b) (c)

   

3,250

     

3,256

   

Progress Residential Trust, Series 2021-SFR5, Class D, 2.11%, 7/16/26 (b)

   

2,000

     

2,003

   

Progress Residential Trust, Series 2021-SFR3, Class D, 2.29%, 5/17/26 (b)

   

2,000

     

2,026

   
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D,
5.49%, 4/15/26, Callable 7/15/23 @ 100 (b)
   

2,000

     

2,176

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class D,
2.14%, 12/15/26, Callable 1/15/24 @ 100 (b)
   

5,000

     

5,147

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C,
1.29%, 4/15/26, Callable 1/15/24 @ 100 (b)
   

2,500

     

2,533

   
Santander Drive Auto Receivables Trust, Series 2020-1, Class A3,
2.03%, 2/15/24, Callable 3/15/23 @ 100
   

893

     

896

   
Santander Drive Auto Receivables Trust, Series 2018-5, Class D,
4.19%, 12/16/24, Callable 7/15/22 @ 100
   

4,275

     

4,356

   
Santander Drive Auto Receivables Trust, Series 2018-2, Class D,
3.88%, 2/15/24, Callable 4/15/22 @ 100
   

1,664

     

1,689

   
Santander Drive Auto Receivables Trust, Series 2017-3, Class D,
3.20%, 11/15/23, Callable 12/15/21 @ 100
   

838

     

845

   

See notes to financial statements.

12


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Santander Drive Auto Receivables Trust, Series 2020-3, Class C,
1.12%, 1/15/26, Callable 5/15/23 @ 100
 

$

2,000

   

$

2,016

   
Santander Retail Auto Lease Trust, Series 2019-B, Class C, 2.77%, 8/21/23,
Callable 6/20/22 @ 100 (b)
   

1,460

     

1,487

   
Santander Retail Auto Lease Trust, Series 2019-C, Class C, 2.39%, 11/20/23,
Callable 10/20/22 @ 100 (b)
   

1,782

     

1,815

   
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28,
Callable 5/20/25 @ 100 (b)
   

3,800

     

3,918

   
SCF Equipment Leasing LLC, Series 1A, Class B, 1.37%, 8/20/29, Callable
3/20/27 @ 100 (b)
   

500

     

499

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 5/20/25 @ 100 (b)
   

3,823

     

3,908

   
SCF Equipment Leasing LLC, Series 2019-1A, Class B, 3.49%, 1/20/26,
Callable 8/20/21 @ 100 (b)
   

271

     

271

   
SCF Equipment Leasing LLC, Series 2019-2, Class C, 3.11%, 6/21/27,
Callable 12/20/24 @ 100 (b)
   

6,500

     

6,800

   
SLM Student Loan Trust, Series 2003-14, Class B,
0.68% (LIBOR03M+55bps), 10/25/65, Callable 7/25/29 @ 100 (a)
   

583

     

550

   
SLM Student Loan Trust, Series 2012-6, Class B, 1.09% (LIBOR01M+100bps),
4/27/43, Callable 9/25/28 @ 100 (a)
   

2,500

     

2,424

   
Stack Infrastructure Issuer LLC, Series 2019-2A, Class A2, 3.08%, 10/25/44,
Callable 4/25/23 @ 100 (b)
   

2,000

     

2,065

   
Synchrony Credit Card Master Note Trust, Series 2018-2, Class C,
3.87%, 5/15/26
   

7,583

     

7,996

   
Synchrony Credit Card Master Note Trust, Series 2017-2, Class C,
3.01%, 10/15/25
   

1,000

     

1,029

   
Tesla Auto Lease Trust, Series 2019-A, Class B, 2.41%, 12/20/22, Callable
11/20/22 @ 100 (b)
   

5,000

     

5,105

   
Tesla Auto Lease Trust, Series 2020-A, Class C, 1.68%, 2/20/24, Callable
4/20/23 @ 100 (b)
   

2,000

     

2,028

   
Transportation Finance Equipment Trust, Series 2019-1, Class C,
2.19%, 8/23/24, Callable 4/23/23 @ 100 (b)
   

1,250

     

1,284

   

Trillium Credit Card Trust II, Series 2020-1A, Class B, 2.33%, 12/27/24 (b)

   

2,912

     

2,935

   

Trillium Credit Card Trust II, Series 2020-1A, Class C, 2.63%, 12/27/24 (b)

   

4,900

     

4,936

   
Trinity Rail Leasing LLC, Series 2021-1A, Class A, 2.26%, 7/19/51, Callable
1/19/24 @ 100 (b)
   

1,000

     

1,014

   
Trinity Rail Leasing LLC, Series 2019-1, Class A, 3.82%, 4/17/49, Callable
4/17/23 @ 100 (b)
   

3,556

     

3,701

   
Vantage Data Centers LLC, Series 2020-2A, Class A2, 1.99%, 9/15/45,
Callable 9/15/25 @ 100 (b)
   

9,000

     

9,048

   
VB-S1 Issuer LLC, Series 2020-1A, Class D, 4.09%, 6/15/50, Callable
6/15/24 @ 100 (b)
   

1,100

     

1,160

   
VB-S1 Issuer LLC, Series 2020-1A, Class C2, 3.03%, 6/15/50, Callable
6/15/24 @ 100 (b)
   

1,850

     

1,945

   
Verizon Owner Trust, Series 2020-A, Class C, 2.06%, 7/22/24, Callable
3/20/23 @ 100
   

5,000

     

5,126

   
Volvo Financial Equipment LLC, Series 2019-2A, Class A4, 2.14%, 9/16/24,
Callable 7/15/23 @ 100 (b)
   

2,500

     

2,571

   
Wells Fargo Commercial Mortgage Trust, Series 2021-SAVE, Class D,
2.59% (LIBOR01M+250bps), 2/15/40 (a) (b)
   

1,364

     

1,377

   

See notes to financial statements.

13


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Westlake Automobile Receivables Trust, Series 2019-2A, Class D,
3.20%, 11/15/24, Callable 1/15/23 @ 100 (b)
 

$

2,550

   

$

2,623

   
Westlake Automobile Receivables Trust, Series 2018-3A, Class D,
4.00%, 10/16/23, Callable 6/15/22 @ 100 (b)
   

5,000

     

5,085

   
Westlake Automobile Receivables Trust, Series 2018-3, Class C,
3.61%, 10/16/23, Callable 6/15/22 @ 100 (b)
   

808

     

808

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D,
4.00%, 1/16/24, Callable 2/15/22 @ 100 (b)
   

5,162

     

5,199

   
World Omni Select Auto Trust, Series 2020-A, Class C, 1.25%, 10/15/26,
Callable 2/15/23 @ 100
   

3,750

     

3,778

   
World Omni Select Auto Trust, Series 2018-1A, Class D, 4.13%, 1/15/25,
Callable 8/15/22 @ 100 (b)
   

2,500

     

2,545

   

Total Asset-Backed Securities (Cost $392,029)

   

397,427

   

Collateralized Mortgage Obligations (18.7%)

 
AB BSL CLO 1 Ltd., Series 2020-1A, Class B, 2.18% (LIBOR03M+205bps), 1/15/33,
Callable 1/15/22 @ 100 (a) (b)
   

3,000

     

3,003

   
AB BSL CLO 1 Ltd., Series 2020-1A, Class A1A,
1.63% (LIBOR03M+150bps), 1/15/33, Callable 1/15/22 @ 100 (a) (b)
   

5,000

     

5,008

   
AB BSL CLO 1 Ltd., Series 2020-1A, Class A2,
1.88% (LIBOR03M+175bps), 1/15/33, Callable 1/15/22 @ 100 (a) (b)
   

4,000

     

4,010

   
Aimco CLO 11 Ltd., Series 2020-11A, Class C,
2.53% (LIBOR03M+240bps), 10/15/31, Callable 10/15/21 @ 100 (a) (b)
   

9,500

     

9,503

   
Annisa CLO Ltd., Series 2016-2, Class BR,
1.78% (LIBOR03M+165bps), 7/20/31, Callable 10/20/21 @ 100 (a) (b)
   

10,000

     

9,969

   
Arbor Multifamily Mortgage Securities Trust, Series 2020-MF1, Class C,
3.60%, 5/15/53, Callable 4/15/30 @ 100 (b) (e)
   

1,500

     

1,596

   
Arbor Multifamily Mortgage Securities Trust, Series 2021-MF2, Class B,
2.56%, 6/15/54, Callable 6/15/31 @ 100 (b) (e)
   

3,200

     

3,259

   
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class D,
1.89% (LIBOR01M+180bps), 9/15/32 (a) (b)
   

3,585

     

3,581

   

Aventura Mall Trust, Series 2018-AVM, Class D, 4.11%, 7/5/40 (b) (e)

   

12,420

     

12,477

   
Bain Capital Credit CLO Ltd., Series 2020-3A, Class C,
2.74% (LIBOR03M+260bps), 10/23/32, Callable 10/23/21 @ 100 (a) (b)
   

2,250

     

2,251

   
Ballyrock CLO 15 Ltd., Series 2021-1A, Class B,
2.22% (LIBOR03M+205bps), 4/15/34, Callable 7/15/23 @ 100 (a) (b)
   

5,000

     

5,003

   
Ballyrock CLO Ltd., Series 2020-2A, Class B,
2.68% (LIBOR03M+255bps), 10/20/31, Callable 10/20/21 @ 100 (a) (b)
   

4,000

     

4,002

   
Ballyrock CLO Ltd., Series 2019-2A, Class A1BR,
1.36% (LIBOR03M+120bps), 11/20/30, Callable 11/20/21 @ 100 (a) (b)
   

2,000

     

2,000

   
BAMLL Commercial Mortgage Securities Trust, Series 2020-BOC, Class C,
3.03%, 1/15/32 (b)
   

5,000

     

5,229

   
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class D,
3.60% (LIBOR01M+105bps), 4/14/33, Callable 4/14/25 @ 100 (a) (b)
   

11,735

     

12,434

   

BANK, Series 2017-BNK4, Class AS, 3.78%, 5/15/50, Callable 3/15/27 @ 100

   

5,000

     

5,528

   

BANK, Series 2019-BN23, Class AS, 3.20%, 11/15/29, Callable 11/15/29 @ 100

   

5,000

     

5,480

   
BBCMS Mortgage Trust, Series 2020-BID, Class B,
2.63% (LIBOR01M+254bps), 10/15/37 (a) (b)
   

5,000

     

5,028

   
BBCMS Mortgage Trust, Series 2020-BID, Class D,
4.72% (LIBOR01M+463bps), 10/15/37 (a) (b)
   

14,600

     

14,745

   

See notes to financial statements.

14


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
BBCMS Mortgage Trust, Series 2020-BID, Class C,
3.73% (LIBOR01M+364bps), 10/15/37 (a) (b)
 

$

5,000

   

$

5,044

   

BBCMS Trust, Series 2013-TYSN, Class A2, 3.76%, 9/5/32 (b)

   

11,171

     

11,183

   

BBCMS Trust, Series 2013-TYSN, Class B, 4.04%, 9/5/32 (b)

   

3,500

     

3,503

   
BBCRE Trust, Series 2015-GTP, Class A, 3.97%, 8/10/33,
Callable 5/10/25 @ 100 (b)
   

5,935

     

6,490

   
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR7, Class B,
5.21%, 2/11/41, Callable 8/11/21 @ 100 (e)
   

570

     

557

   
Benchmark Mortgage Trust, Series 2021-B25, Class 300D, 2.99%, 4/15/54,
Callable 4/15/30 @ 100 (b) (e)
   

2,417

     

2,226

   
Benchmark Mortgage Trust, Series 2019-B14, Class AS, 3.35%, 12/15/61,
Callable 11/15/29 @ 100
   

5,000

     

5,499

   
BX Commercial Mortgage Trust, Series 2020-VIV3, Class B,
3.54%, 3/9/44 (b) (e)
   

5,000

     

5,495

   
BX Commercial Mortgage Trust, Series 2020-VIV2, Class C,
3.54%, 3/9/44 (b) (e)
   

15,000

     

16,177

   
BX Commercial Mortgage Trust, Series 2020-VIV4, Class X,
0.70%, 11/10/42 (b) (e) (f)
   

144,200

     

7,801

   
BX Commercial Mortgage Trust, Series 2021-VIVA, Class D,
3.55%, 3/11/44 (b) (e)
   

5,000

     

5,254

   
BX Commercial Mortgage Trust, Series 2020-FOX, Class D,
2.19% (LIBOR01M+210bps), 11/15/32 (a) (b)
   

3,930

     

3,942

   
BX Commercial Mortgage Trust, Series 2020-FOX, Class C,
1.64% (LIBOR01M+155bps), 11/15/32 (a) (b)
   

3,930

     

3,941

   
BX Commercial Mortgage Trust, Series 2019-XL, Class B,
1.17% (LIBOR01M+108bps), 10/15/36 (a) (b)
   

8,165

     

8,180

   
BX Commercial Mortgage Trust, Series 2021-SOAR, Class D,
1.49% (LIBOR01M+140bps), 6/15/38 (a) (b)
   

2,000

     

2,004

   
BX Commercial Mortgage Trust, Series 2019-XL, Class C,
1.34% (LIBOR01M+125bps), 10/15/36 (a) (b)
   

7,149

     

7,162

   
BX Commercial Mortgage Trust, Series 2019-XL, Class D,
1.54% (LIBOR01M+145bps), 10/15/36 (a) (b)
   

3,575

     

3,582

   
CFCRE Commercial Mortgage Trust, Series 2011-C2, Class AJ,
5.78%, 12/15/47, Callable 8/15/21 @ 100 (b) (e)
   

6,873

     

6,898

   
CHT Cosmo Mortgage Trust, Series 2017-CSMO, Class E,
3.09% (LIBOR01M+300bps), 11/15/36 (a) (b)
   

15,867

     

15,900

   
CHT Cosmo Mortgage Trust, Series 2017-CSMO, Class D,
2.34% (LIBOR01M+225bps), 11/15/36 (a) (b)
   

20,250

     

20,293

   
CHT Mortgage Trust, Series 2017-CSMO, Class C,
1.59% (LIBOR01M+150bps), 11/15/36 (a) (b)
   

7,000

     

7,013

   
CIFC Funding Ltd., Series 2017-I, Class B, 1.83% (LIBOR03M+170bps), 4/23/29,
Callable 10/21/21 @ 100 (a) (b)
   

3,500

     

3,489

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class B,
2.83%, 12/10/41 (b)
   

4,000

     

4,087

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class D,
3.23%, 12/10/41 (b)
   

5,000

     

4,857

   
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class D,
4.35%, 5/10/36 (b)
   

1,850

     

1,967

   
Citigroup Commercial Mortgage Trust, Series 2019-PRM, Class A,
3.34%, 5/10/36 (b)
   

3,750

     

3,989

   

See notes to financial statements.

15


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Columbia Cent CLO Ltd., Series 2020-29A, Class AIF, 1.97%, 7/20/31,
Callable 1/20/22 @ 100 (b)
 

$

3,500

   

$

3,514

   
COMM Mortgage Trust, Series 2013-CCRE11, Class AM, 4.72%, 8/10/50,
Callable 9/10/23 @ 100 (e)
   

5,000

     

5,386

   

COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 11/13/39 (b)

   

9,700

     

9,648

   

COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 11/13/39 (b)

   

2,660

     

2,698

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.32%, 7/10/50,
Callable 6/10/25 @ 100 (e)
   

3,399

     

3,710

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (b) (e)
   

9,500

     

10,191

   
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50,
Callable 5/10/25 @ 100 (e)
   

3,000

     

3,304

   
COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46,
Callable 11/10/30 @ 100 (b)
   

10,000

     

10,243

   

CSMC Trust, Series 2019-UVIL, Class C, 3.28%, 12/15/41 (b) (e)

   

5,000

     

5,031

   
CSMC Trust, Series 2020-West, Class A, 3.04%, 2/15/35,
Callable 2/15/30 @ 100 (b)
   

2,500

     

2,659

   
DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36,
Callable 8/10/26 @ 100 (b)
   

5,000

     

5,185

   
DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36,
Callable 8/10/26 @ 100 (b)
   

2,500

     

2,628

   
Dryden Senior Loan Fund, Series 2016-42A, Class BR,
1.68% (LIBOR03M+155bps), 7/15/30, Callable 10/15/21 @ 100 (a) (b)
   

5,000

     

4,973

   
Extended Stay America Trust, Series 2021-ESH, Class D,
2.34% (LIBOR01M+225bps), 7/15/38 (a) (b)
   

4,500

     

4,532

   
Federal Home Loan Mortgage Corp., Series KC02, Class A2,
3.37%, 7/25/25, Callable 7/25/25 @ 100 (g)
   

5,000

     

5,296

   
Flatiron CLO 18 Ltd., Series 2018-1A, Class A,
1.08% (LIBOR03M+95bps), 4/17/31, Callable 10/17/21 @ 100 (a) (b)
   

3,500

     

3,502

   
Flatiron CLO 20 Ltd., Series 2020-1A, Class C,
2.61% (LIBOR03M+245bps), 11/20/33, Callable 11/20/22 @ 100 (a) (b)
   

4,000

     

4,011

   
FREMF Mortgage Trust, Series 2019-K99, Class B, 3.65%, 10/25/52,
Callable 9/25/29 @ 100 (b) (e)
   

10,000

     

11,092

   
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.52%, 11/25/23,
Callable 11/25/23 @ 100 (b) (e)
   

7,000

     

7,381

   
Goldentree Loan Management U.S. CLO 8 Ltd., Series 2020-8A, Class B1,
2.23% (LIBOR03M+210bps), 7/20/31, Callable 10/20/21 @ 100 (a) (b)
   

5,000

     

5,000

   
Golub Capital Partners 48 LP, Series 2020-48A, Class B1,
1.93% (LIBOR03M+180bps), 4/17/33, Callable 4/17/22 @ 100 (a) (b)
   

4,350

     

4,354

   
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class B,
2.95%, 12/10/39 (b)
   

1,735

     

1,817

   
GS Mortgage Securities Corp. Trust, Series 2012-ALOH, Class A,
3.55%, 4/10/34 (b)
   

10,166

     

10,256

   
GS Mortgage Securities Trust, Series 2019-GSA1, Class A4,
3.05%, 11/10/52, Callable 10/10/29 @ 100
   

7,000

     

7,651

   
GS Mortgage Securities Trust, Series 2012-GC6, Class AS,
4.95%, 1/10/45, Callable 12/10/21 @ 100 (b)
   

3,000

     

3,029

   
GS Mortgage Securities Trust, Series 2020-GC45, Class AS,
3.17%, 2/13/53, Callable 12/13/29 @ 100 (e)
   

3,750

     

4,082

   
GS Mortgage Securities Trust, Series 2019-GSA1, Class AS,
3.34%, 11/10/52, Callable 10/10/29 @ 100
   

10,000

     

10,956

   

See notes to financial statements.

16


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (b)

 

$

6,924

   

$

7,224

   
Hudson Yards Mortgage Trust, Series 2019-55HY, Class D,
2.94%, 12/10/41 (b) (e)
   

10,672

     

11,011

   
Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38,
Callable 8/10/26 @ 100 (b)
   

8,020

     

8,601

   
Hudson Yards Mortgage Trust, Series 2019-30HY, Class D,
3.44%, 7/10/39 (b) (e)
   

8,862

     

9,438

   

Jackson Park Trust, Series 2019-LIC, Class C, 3.13%, 10/14/39 (b) (e)

   

5,000

     

5,214

   

Jackson Park Trust, Series 2019-LIC, Class A, 2.77%, 10/14/39 (b)

   

5,000

     

5,277

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2010-C2, Class C, 5.68%, 11/15/43, Callable 8/15/21 @ 100 (b) (e)
   

4,000

     

3,989

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2010-C2, Class B, 5.07%, 11/15/43, Callable 8/15/21 @ 100 (b) (e)
   

2,000

     

1,999

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2012-C8, Class XA, 1.73%, 10/15/45, Callable 9/15/22 @ 100 (e) (f)
   

17,626

     

202

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2019-OSB, Class C, 3.75%, 6/5/39, Callable 6/5/29 @ 100 (b) (e)
   

1,614

     

1,776

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2019-OSB, Class D, 3.78%, 6/5/39, Callable 6/5/29 @ 100 (b) (e)
   

2,000

     

2,140

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2006-LDP7, Class AJ, 6.07%, 4/17/45 (e)
   

461

     

216

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2021-2NU, Class XA, 0.09%, 1/5/40 (b) (e) (f)
   

226,300

     

1,431

   
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2013-C10, Class C, 4.10%, 12/15/47, Callable 2/15/23 @ 100 (e)
   

3,045

     

3,112

   
KNDL Mortgage Trust, Series 2019-KNSQ, Class E,
1.89% (LIBOR01M+180bps), 5/15/36 (a) (b)
   

2,500

     

2,502

   
LCM LP, Series 18A, Class A1R, 1.15% (LIBOR03M+102bps), 4/20/31,
Callable 10/20/21 @ 100 (a) (b)
   

1,000

     

1,000

   
LCM Ltd., Series 2032A, Class B, 1.81% (LIBOR03M+170bps), 7/20/34,
Callable 7/20/23 @ 100 (a) (b)
   

2,500

     

2,501

   
Life BMR Mortgage Trust, Series 2021-BMR, Class D,
1.49% (LIBOR01M+140bps), 3/15/38 (a) (b)
   

4,500

     

4,509

   
Magnetite Ltd., Series 2015-12A, Class BRRA,
1.73% (LIBOR03M+160bps), 10/15/31, Callable 10/15/21 @ 100 (a) (b)
   

3,240

     

3,231

   
Magnetite XXVIII Ltd., Series 2020-28A, Class C,
2.48% (LIBOR03M+235bps), 10/25/31, Callable 10/25/21 @ 100 (a) (b)
   

2,000

     

2,004

   

Manhattan West, Series 2020-1MW, Class C, 2.33%, 9/10/40 (b) (e)

   

5,000

     

5,104

   

Manhattan West, Series 2020-1MW, Class D, 2.33%, 9/10/40 (b) (e)

   

4,250

     

4,261

   

Manhattan West, Series 2020-1MW, Class A, 2.13%, 9/10/40 (b)

   

5,000

     

5,174

   
MHC Commercial Mortgage Trust, Series MHC, Class D,
1.69% (LIBOR01M+160bps), 4/15/26 (a) (b)
   

2,000

     

2,009

   
MHC Trust, Series 2021-MHC2, Class D,
1.59% (LIBOR01M+150bps), 5/15/23 (a) (b)
   

1,900

     

1,901

   
Morgan Stanley Bank of America Merrill Lynch Trust,
Series 2012-C6, Class XA, 1.60%, 11/15/45, Callable 6/15/22 @ 100 (b) (e) (f)
   

17,683

     

183

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class C,
1.09% (LIBOR01M+100bps), 11/15/34 (a) (b)
   

3,245

     

3,246

   
Morgan Stanley Capital I Trust, Series 2017-CLS, Class F,
2.69% (LIBOR01M+260bps), 11/15/34 (a) (b)
   

4,000

     

3,991

   

See notes to financial statements.

17


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Morgan Stanley Capital I Trust, Series 2017-CLS, Class E,
2.04% (LIBOR01M+195bps), 11/15/34 (a) (b)
 

$

8,215

   

$

8,218

   
Mountain View CLO Ltd.,
Series 2013-1A, Class CRR (LIBOR03M+220bps), 10/12/30 (a) (b)
   

4,000

     

4,000

   
Neuberger Berman CLO XIV Ltd., Series 2013-14A, Class BR2,
1.63% (LIBOR03M+150bps), 1/28/30, Callable 10/28/21 @ 100 (a) (b)
   

5,000

     

5,000

   
Neuberger Berman Loan Advisers CLO Ltd., Series 2018-29A, Class B2,
4.60%, 10/19/31, Callable 10/19/21 @ 100 (b)
   

5,000

     

5,019

   
Neuberger Berman Loan Advisors CLO 38 Ltd., Series 2020-38A, Class C,
2.48% (LIBOR03M+235bps), 10/20/32, Callable 10/20/21 @ 100 (a) (b)
   

1,500

     

1,503

   
Neuberger Berman Loan Advisors CLO 38 Ltd., Series 2020-38A, Class B,
1.83% (LIBOR03M+170bps), 10/20/32, Callable 10/20/21 @ 100 (a) (b)
   

2,000

     

2,002

   
Octagon Investment Partners 47 Ltd., Series 2020-1A, Class CR,
2.03% (LIBOR03M+190bps), 7/20/34, Callable 7/20/23 @ 100 (a) (b)
   

3,000

     

3,001

   
Octagon Investment Partners 48 Ltd., Series 2020-3A, Class B,
1.98% (LIBOR03M+185bps), 10/20/31, Callable 10/20/21 @ 100 (a) (b)
   

4,200

     

4,207

   
Octagon Investment Partners 50 Ltd., Series 2020-4A, Class C,
2.63% (LIBOR03M+250bps), 10/15/33, Callable 10/15/21 @ 100 (a) (b)
   

4,000

     

4,002

   
Octagon Investment Partners XVII Ltd., Series 2013-1A, Class CR2,
1.83% (LIBOR03M+170bps), 1/25/31, Callable 10/25/21 @ 100 (a) (b)
   

2,750

     

2,720

   

One Bryant Park Trust, Series 2019-OBP, Class A, 2.52%, 9/13/49 (b)

   

11,040

     

11,601

   
One New York Plaza Trust, Series 2020-1NYP, Class A,
1.04% (LIBOR01M+95bps), 1/15/26 (a) (b)
   

2,625

     

2,642

   
ONE PARK Mortgage Trust, Series 2021-PARK, Class D,
1.59% (LIBOR01M+150bps), 3/15/36 (a) (b)
   

5,000

     

5,000

   
Palmer Square CLO Ltd., Series 2021-1, Class A2,
1.53% (LIBOR03M+140bps), 4/20/34, Callable 4/20/23 @ 100 (a) (b)
   

1,500

     

1,500

   
Palmer Square Loan Funding Ltd., Series 2019-2, Class B,
2.38% (LIBOR03M+225bps), 4/20/27, Callable 10/20/21 @ 100 (a) (b)
   

5,000

     

4,984

   
Palmer Square Loan Funding Ltd., Series 2019-3, Class B,
2.26% (LIBOR03M+210bps), 8/20/27, Callable 8/20/21 @ 100 (a) (b)
   

5,000

     

5,001

   
Palmer Square Loan Funding Ltd., Series 2019-4, Class B,
2.23% (LIBOR03M+210bps), 10/24/27, Callable 10/24/21 @ 100 (a) (b)
   

5,000

     

5,006

   
Palmer Square Loan Funding Ltd., Series 2019-4, Class A2,
1.73% (LIBOR03M+160bps), 10/24/27, Callable 10/24/21 @ 100 (a) (b)
   

4,500

     

4,503

   
Palmer Square Loan Funding Ltd., Series 2020-4A, Class B,
2.45% (LIBOR03M+230bps), 11/25/28, Callable 11/25/21 @ 100 (a) (b)
   

5,000

     

5,009

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class B,
2.06% (LIBOR03M+190bps), 2/20/28, Callable 8/20/21 @ 100 (a) (b)
   

2,000

     

2,000

   
Race Point CLO Ltd., Series 2016-10A, Class B1R,
1.78% (LIBOR03M+165bps), 7/25/31, Callable 10/25/21 @ 100 (a) (b)
   

5,000

     

4,984

   

SLG Office Trust, Series 2021-OVA, Class B, 2.71%, 7/15/41 (b)

   

4,000

     

4,211

   

SLG Office Trust, Series 2021-OVA, Class C, 2.85%, 7/15/41 (b)

   

4,000

     

4,212

   
Sound Point CLO VII-R Ltd., Series 2014-3RA, Class C,
2.39% (LIBOR03M+225bps), 10/23/31, Callable 10/23/21 @ 100 (a) (b)
   

5,000

     

4,991

   
Sound Point CLO XVIII Ltd., Series 2017-4A, Class B,
1.93% (LIBOR03M+180bps), 1/21/31, Callable 10/20/21 @ 100 (a) (b)
   

1,000

     

989

   
Sound Point CLO XXVII Ltd., Series 2020-2A, Class C,
2.73% (LIBOR03M+260bps), 10/25/31, Callable 10/25/21 @ 100 (a) (b)
   

2,500

     

2,501

   
Stewart Park CLO Ltd., Series 2015-1A, Class A2R,
1.38% (LIBOR03M+125bps), 1/15/30, Callable 10/15/21 @ 100 (a) (b)
   

2,000

     

1,981

   

See notes to financial statements.

18


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Structured Asset Mortgage Investments II Trust, Series 2005-AR5, Class B1,
0.84% (LIBOR01M+50bps), 7/19/35, Callable 8/19/21 @ 100 (a)
 

$

983

   

$

967

   
TIAA CLO IV Ltd., Series 2018-1A, Class A2,
1.83% (LIBOR03M+170bps), 1/20/32, Callable 10/20/21 @ 100 (a) (b)
   

5,000

     

4,980

   

TRESTLES CLO Ltd., Series 2021-4A, Class B2, 2.72%, 7/21/34 (b) (c)

   

1,000

     

1,004

   
Trimaran Cavu Ltd., Series 2019-1A, Class A2,
2.03% (LIBOR03M+190bps), 7/20/32, Callable 7/20/22 @ 100 (a) (b)
   

7,000

     

7,023

   
Trimaran Cavu Ltd., Series 2021-1A, Class B,
1.74% (LIBOR03M+160bps), 4/23/32, Callable 4/23/22 @ 100 (a) (b)
   

3,000

     

2,995

   
Trinitas CLO Ltd., Series 2019-11A, Class A2,
2.08% (LIBOR03M+195bps), 7/15/32, Callable 10/15/21 @ 100 (a) (b)
   

5,610

     

5,612

   
Trinitas CLO Ltd., Series 2019-11A, Class B1,
2.43% (LIBOR03M+230bps), 7/15/32, Callable 10/15/21 @ 100 (a) (b)
   

5,000

     

4,995

   
Tryon Park CLO Ltd., Series 2013-1A, Class A1SR,
1.02% (LIBOR03M+89bps), 4/15/29, Callable 10/15/21 @ 100 (a) (b)
   

4,788

     

4,790

   

TTAN, Series 2021-MHC, Class D, 1.84% (LIBOR01M+180bps), 3/15/38 (a) (b)

   

1,800

     

1,807

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.02%, 5/10/45,
Callable 4/10/22 @ 100 (b) (e) (f)
   

20,070

     

100

   
UBS-Citigroup Commercial Mortgage Trust, Series 2011-C1, Class AS,
5.15%, 1/10/45, Callable 10/10/21 @ 100 (b)
   

4,756

     

4,814

   
Venture 37 CLO Ltd.,
Series 2019-37A, Class A2R (LIBOR03M+145bps), 7/15/32 (a) (b) (c)
   

3,000

     

3,000

   
VLS Commercial Mortgage Trust, Series 2020-LAB, Class A,
2.13%, 10/10/42 (b)
   

3,000

     

3,047

   
Voya CLO Ltd., Series 2018-3, Class B, 1.78% (LIBOR03M+165bps), 10/15/31,
Callable 10/15/21 @ 100 (a) (b)
   

2,500

     

2,492

   
Voya CLO Ltd., Series 2019-4A, Class B, 2.13% (LIBOR03M+200bps), 1/15/33,
Callable 1/15/22 @ 100 (a) (b)
   

4,500

     

4,510

   
Voya CLO Ltd., Series 2019-4A, Class A1, 1.47% (LIBOR03M+134bps), 1/15/33,
Callable 1/15/22 @ 100 (a) (b)
   

5,000

     

5,004

   
Voya CLO Ltd., Series 2013-2A, Class A1R, 1.10% (LIBOR03M+97bps), 4/25/31,
Callable 10/25/21 @ 100 (a) (b)
   

8,750

     

8,751

   
Voya CLO Ltd., Series 2015-3A, Class BR, 2.33% (LIBOR03M+220bps), 10/20/31,
Callable 10/20/21 @ 100 (a) (b)
   

1,250

     

1,239

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class AS,
3.97%, 12/15/48
   

3,500

     

3,848

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class B,
4.22%, 12/15/48 (e)
   

5,000

     

5,471

   
Wells Fargo Commercial Mortgage Trust, Series 2020-C56, Class AS,
3.11%, 6/15/53, Callable 3/15/30 @ 100
   

2,000

     

2,165

   
Wells Fargo Commercial Mortgage Trust, Series 2018-AUS, Class A,
4.06%, 7/17/36 (b) (e)
   

4,200

     

4,792

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS3, Class B,
4.50%, 9/15/57, Callable 9/15/25 @ 100 (e)
   

2,000

     

2,211

   
WFRBS Commercial Mortgage Trust, Series 2011-C5, Class B,
5.68%, 11/15/44, Callable 9/15/21 @ 100 (b) (e)
   

5,348

     

5,369

   
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class XA,
1.51%, 12/15/45, Callable 12/15/22 @ 100 (b) (e) (f)
   

54,840

     

741

   

Total Collateralized Mortgage Obligations (Cost $722,809)

   

738,528

   

See notes to financial statements.

19


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Shares or
Principal
Amount
 

Value

 

Preferred Stocks (1.0%)

 

Consumer Staples (0.6%):

 

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

   

400,000

   

$

11,340

   

Dairy Farmers of America, Inc., cumulative redeemable, 7.88% (b) (h)

   

100,000

     

10,046

   
     

21,386

   

Financials (0.4%):

 

Citigroup Capital, 6.50% (LIBOR03M+637bps), 10/30/40 (a)

   

87,500

     

2,426

   

CoBank ACB, non-cumulative, 1.30% (b) (h)

   

2,000

     

1,610

   

Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (a) (i) (j)

   

369,987

     

8,232

   

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

   

5,000

     

4,862

   
     

17,130

   

Total Preferred Stocks (Cost $35,110)

   

38,516

   

Senior Secured Loans (3.5%)

 
AAdvantage Loyalty IP Ltd., Initial Term Loan, First Lien,
5.50% (LIBOR03M+475bps), 3/24/28 (a)
 

$

15,500

     

15,915

   
Academy Ltd., Refinancing Term Loans, First Lien,
4.50% (LIBOR01M+375bps), 11/6/27 (a)
   

374

     

374

   

Air Canada, TLB, First Lien, 7/27/28 (c) (k)

   

1,000

     

1,002

   

Alterra Mountain Co., 7/30/28 (k)

   

2,000

     

1,990

   
Alterra Mountain Co., Additional Term Loan, First Lien,
5.50% (LIBOR01M+450bps), 5/13/26 (a)
   

965

     

966

   
Altium Packaging LLC, 2021 Term Loans, First Lien,
3.25% (LIBOR01M+275bps), 2/3/28 (a)
   

998

     

987

   
AOT Packaging Products Acquisitionco LLC, Closing Date Initial Term Loans,
First Lien, 3.75% (LIBOR06M+325bps), 3/3/28 (a)
   

1,225

     

1,212

   
AOT Packaging Products Acquisitionco LLC,
Delayed Draw Term Loan Commitment, First Lien,
3.75% (LIBOR06M+325bps), 1/29/28 (a) (c) (q)
   

308

     

304

   
ASSUREDPARTNERS, Inc., 2021 Term Loan, First Lien,
4.00% (LIBOR01M+350bps), 2/12/27 (a)
   

2,970

     

2,961

   
Asurion LLC, New B-9 Term Loans, First Lien,
3.35% (LIBOR01M+325bps), 7/29/27 (a)
   

998

     

979

   
Avolon TLB Borrower 1 (US) LLC, Term B-5 Loan, First Lien,
3.25% (LIBOR01M+250bps), 12/1/27 (a)
   

2,484

     

2,482

   
Berlin Packaging LLC, Tranche B-4 Term Loans, First Lien,
3.75% (LIBOR03M+325bps) (a)
   

446

     

441

   
Berlin Packaging LLC., Tranche B-4 Term Loans, First Lien,
5.50% (Prime+225bps), 3/5/28 (a)
   

53

     

51

   
Blackstone CQP Holdco LP, Initial Term Loans, First Lien,
4.25% (LIBOR03M+375bps), 5/26/28 (a)
   

1,000

     

994

   
BUCKEYE PARTNERS LP, 2021 Tranche B-1 Refinancing Term Loan,
First Lien, 2.35% (LIBOR01M+225bps), 11/1/26 (a)
   

1,473

     

1,458

   
BWAY Holding Co., Initial Term Loan, First Lien,
3.35% (LIBOR01M+325bps), 4/3/24 (a)
   

7,731

     

7,476

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

1,426

     

1,427

   

See notes to financial statements.

20


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Clear Channel Outdoor Holdings, Inc., Term B Loan, First Lien,
3.69% (LIBOR03M+350bps), 11/25/26 (a)
 

$

1,439

   

$

1,396

   
ClubCorp Holdings, Inc., Term B Loans, First Lien,
2.90% (LIBOR03M+275bps), 9/18/24 (a)
   

2

     

2

   
DELTA AIR LINES, Inc. and SKYMILES IP Ltd., Initial Term Loan,
First Lien, 4.75% (LIBOR03M+375bps), 9/16/27 (a)
   

16,000

     

16,884

   

DIRECTV Financing LLC, 7/22/27 (c) (k)

   

2,000

     

1,995

   
Foundation Building Materials, Initial Term Loans, First Lien,
3.75% (LIBOR03M+325bps), 1/29/28 (a)
   

2,500

     

2,469

   
Graham Packaging Co., Inc., New Term Loans, First Lien,
3.75% (LIBOR01M+300bps), 8/4/27 (a)
   

468

     

465

   
Great Outdoors Group LLC, Term B-1 Loan, First Lien,
5.00% (LIBOR03M+425bps), 2/26/28 (a)
   

995

     

995

   
H-Food Holdings LLC, 2020 Incremental Term B-3 Loan, First Lien,
6.00% (LIBOR01M+500bps), 5/31/25 (a)
   

495

     

497

   
H-Food Holdings LLC, Initial Term Loan, First Lien,
3.79% (LIBOR01M+369bps), 5/31/25 (a)
   

1,424

     

1,409

   

Hilton Grand Vacations Borrower LLC, Term Loan, First Lien, 5/20/28 (c) (k)

   

1,000

     

996

   

Hub International Ltd., 4.00% (LIBOR03M+325bps) (a)

   

3,911

     

3,900

   
Hub International Ltd., B-3 Incremental Term Loans, First Lien,
4.00% (LIBOR01M+325bps), 4/25/25 (a)
   

10

     

10

   
Indy US Bidco LLC, Tranche B-1 Term Loans, First Lien,
4.10% (LIBOR01M+400bps), 3/5/28 (a)
   

499

     

498

   
IRB Holding Corp., Fourth Amendment Incremental Term Loans, First Lien,
4.25% (LIBOR03M+325bps), 11/19/27 (a)
   

2,989

     

2,976

   
Kronos Acquisition Holdings, Inc., Tranche B-1 Term Loans, First Lien,
4.25% (LIBOR03M+375bps), 12/22/26 (a)
   

4

     

4

   
Lumen Technologies, Inc., Term B Loans, First Lien,
2.35% (LIBOR01M+225bps), 3/15/27 (a)
   

1,432

     

1,408

   
Magnite, Inc., Initial Term Loans, First Lien,
5.75% (LIBOR01M+500bps), 4/30/28 (a)
   

1,000

     

992

   
Mileage Plus Holdings LLC, Initial Term Loan, First Lien,
6.25% (LIBOR03M+525bps), 6/20/27 (a)
   

16,500

     

17,463

   
Oculus Acquisition Corp., Initial Term Loan, First Lien,
4.50% (LIBOR06M+375bps), 11/8/27 (a)
   

998

     

995

   

Osmosis Debt Merger Sub, Inc., Delayed TL, First Lien, 6/17/28 (c) (k) (q)

   

111

     

111

   

Osmosis Debt Merger Sub, Inc., TLB, First Lien, 6/17/28 (c) (k)

   

889

     

888

   
Petco Health and Wellness Co., Inc., Initial Term Loans, First Lien,
4.00% (LIBOR03M+325bps), 2/25/28 (a)
   

1,995

     

1,986

   
Polaris Newco LLC, Dollar Term Loan, First Lien,
4.50% (LIBOR06M+400bps), 6/4/28 (a)
   

1,250

     

1,248

   

PROOFPOINT, Inc., Term Loan, First Lien, 6/10/28 (c) (k)

   

2,500

     

2,474

   
SCIH Salt Holdings, Inc., Incremental Term B-1 Loans, First Lien,
4.75% (LIBOR06M+400bps), 3/16/27 (a)
   

998

     

997

   
Serta Simmons Bedding LLC, Initial Term Loans, First Lien,
4.50% (LIBOR03M+350bps), 11/8/23 (a)
   

7,209

     

4,830

   
Sophia LP, Closing Date Term Loans, First Lien,
4.50% (LIBOR03M+375bps), 10/7/27 (a)
   

995

     

994

   

SOTHEBY'S, Term Loan B, First Lien, 5.50% (LIBOR03M+475bps), 1/15/27 (a)

   

498

     

497

   
Sunshine Luxembourg VII Sarl, Facility B3 Commitments, First Lien,
4.50% (LIBOR03M+375bps), 10/2/26 (a)
   

1,443

     

1,443

   

See notes to financial statements.

21


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

The Boeing Co., Advance, First Lien, 1.37% (LIBOR03M+125bps), 2/6/22 (a) (c)

 

$

1,157

   

$

1,155

   
The E.W. Scripps Co., Term Loan B3, First Lien,
3.75% (LIBOR01M+300bps), 12/15/27 (a)
   

933

     

929

   
UKG, Inc., 2021 Incremental Term Loans, First Lien,
4.00% (LIBOR03M+325bps), 5/3/26 (a)
   

1,490

     

1,488

   
Vertical US Newco, Inc., Facility B (USD) Loan, First Lien,
4.48% (LIBOR06M+425bps), 7/31/27 (a)
   

989

     

986

   
VICI Properties 1 LLC, Term B Loan, First Lien,
1.84% (LIBOR01M+175bps), 12/22/24 (a) (c)
   

10,000

     

9,889

   
Weber-Stephen Products LLC, Initial Term B Loans, First Lien,
4.00% (LIBOR01M+325bps), 10/30/27 (a)
   

995

     

992

   
Western Digital Corp., Term Loan A-1, First Lien,
1.60% (LIBOR01M+150bps), 2/27/23 (a)
   

2,300

     

2,293

   
Whatabrands LLC, Term B Loan, First Lien,
2.84% (LIBOR01M+275bps), 8/3/26 (a)
   

5,416

     

5,403

   

Whatabrands LLC, TLB, First Lien, 7/21/28 (c) (k)

   

4,500

     

4,477

   

Total Senior Secured Loans (Cost $139,448)

   

139,453

   

Corporate Bonds (26.3%)

 

Communication Services (1.2%):

 

AT&T, Inc., 4.50%, 5/15/35, Callable 11/15/34 @ 100

   

7,000

     

8,376

   
CCO Holdings LLC/CCO Holdings Capital Corp., 4.25%, 2/1/31,
Callable 7/1/25 @ 102.13 (b)
   

3,670

     

3,785

   

Comcast Corp., 4.20%, 8/15/34, Callable 2/15/34 @ 100

   

4,000

     

4,782

   

CSC Holdings LLC, 3.38%, 2/15/31, Callable 2/15/26 @ 101.69 (b)

   

4,500

     

4,275

   

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

   

2,500

     

2,484

   

Lamar Media Corp., 3.63%, 1/15/31, Callable 1/15/26 @ 101.81 (b)

   

1,500

     

1,483

   

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

   

1,500

     

1,500

   

Sprint Spectrum, 3.36%, 3/20/23 (b)

   

375

     

376

   

Sprint Spectrum Co. LLC, 5.15%, 9/20/29 (b)

   

2,000

     

2,314

   

T-Mobile USA, Inc., 2.55%, 2/15/31, Callable 11/15/30 @ 100

   

3,000

     

3,089

   
Verizon Communications, Inc.
2.55%, 3/21/31, Callable 12/21/30 @ 100
   

1,000

     

1,040

   

4.50%, 8/10/33

   

10,000

     

12,190

   

Zayo Group Holdings, Inc., 4.00%, 3/1/27, Callable 9/7/21 @ 102 (b)

   

1,500

     

1,493

   
     

47,187

   

Consumer Discretionary (2.3%):

 

Asbury Automotive Group, Inc., 4.75%, 3/1/30, Callable 3/1/25 @ 102.38

   

2,000

     

2,126

   

AutoNation, Inc., 2.40%, 8/1/31, Callable 5/1/31 @ 100

   

3,000

     

3,019

   

Choice Hotels International, Inc., 3.70%, 1/15/31, Callable 10/15/30 @ 100

   

3,000

     

3,300

   
Hilton Domestic Operating Co., Inc., 3.63%, 2/15/32,
Callable 8/15/26 @ 101.81 (b)
   

20,500

     

20,452

   

Kohl's Corp., 3.38%, 5/1/31, Callable 2/1/31 @ 100

   

3,000

     

3,143

   

Lithia Motors, Inc., 3.88%, 6/1/29, Callable 6/1/24 @ 101.94 (b)

   

1,000

     

1,054

   
Marriott International, Inc.
4.63%, 6/15/30, Callable 3/15/30 @ 100
   

2,000

     

2,320

   

2.85%, 4/15/31, Callable 1/15/31 @ 100 (g)

   

1,333

     

1,368

   

3.50%, 10/15/32, Callable 7/15/32 @ 100

   

10,000

     

10,792

   

See notes to financial statements.

22


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Marriott Ownership Resorts, Inc., 4.50%, 6/15/29,
Callable 6/15/24 @ 102.25 (b)
 

$

750

   

$

755

   

Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b)

   

862

     

861

   

Nordstrom, Inc., 4.25%, 8/1/31, Callable 5/1/31 @ 100

   

6,000

     

6,312

   

PulteGroup, Inc., 6.00%, 2/15/35

   

2,500

     

3,334

   
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31,
Callable 1/6/31 @ 100 (b)
   

13,000

     

13,658

   

Sodexo, Inc., 2.72%, 4/16/31, Callable 1/16/31 @ 100 (b)

   

10,100

     

10,472

   

Sotheby's, 7.38%, 10/15/27, Callable 10/15/22 @ 103.69 (b) (l)

   

3,375

     

3,611

   

Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100

   

1,445

     

1,703

   

Volkswagen Group of America Finance LLC, 3.75%, 5/13/30 (b)

   

3,000

     

3,415

   
     

91,695

   

Consumer Staples (0.4%):

 
BAT Capital Corp.
2.73%, 3/25/31, Callable 12/25/30 @ 100 (g) (l)
   

10,819

     

10,891

   

4.39%, 8/15/37, Callable 2/15/37 @ 100

   

1,000

     

1,099

   

Post Holdings, Inc., 4.50%, 9/15/31, Callable 9/15/26 @ 102.25 (b)

   

500

     

506

   

Smithfield Foods, Inc., 5.20%, 4/1/29, Callable 1/1/29 @ 100 (b)

   

3,167

     

3,732

   
     

16,228

   

Energy (2.2%):

 
Boardwalk Pipelines LP
4.95%, 12/15/24, Callable 9/15/24 @ 100
   

4,000

     

4,466

   

4.45%, 7/15/27, Callable 4/15/27 @ 100

   

4,000

     

4,547

   

Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (b)

   

4,727

     

5,181

   

Diamondback Energy, Inc., 3.13%, 3/24/31, Callable 12/24/30 @ 100

   

3,000

     

3,148

   
Energy Transfer Operating LP, 3.19% (LIBOR03M+302bps), 11/1/66,
Callable 9/7/21 @ 100 (a)
   

5,000

     

4,112

   

Enterprise Products Operating LLC, 3.20%, 2/15/52, Callable 8/15/51 @ 100

   

2,000

     

2,026

   

EQT Midstream Partners LP, 4.13%, 12/1/26, Callable 9/1/26 @ 100

   

1,000

     

1,015

   

Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (b)

   

3,333

     

3,544

   
Hilcorp Energy I LP/Hilcorp Finance Co., 6.25%, 11/1/28,
Callable 11/1/23 @ 103.13 (b)
   

6,280

     

6,551

   

Marathon Petroleum Corp., 4.75%, 9/15/44, Callable 3/15/44 @ 100

   

5,000

     

6,017

   

Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (b)

   

15,000

     

16,257

   

National Oilwell Varco, Inc., 3.60%, 12/1/29, Callable 9/1/29 @ 100

   

3,000

     

3,194

   

Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100

   

4,455

     

5,014

   
Parsley Energy LLC/Parsley Finance Corp., 5.63%, 10/15/27,
Callable 10/15/22 @ 102.81 (b) (g)
   

3,000

     

3,233

   

Phillips 66 Partners LP, 3.55%, 10/1/26, Callable 7/1/26 @ 100

   

5,000

     

5,466

   

Rockies Express Pipeline LLC, 4.95%, 7/15/29, Callable 4/15/29 @ 100 (b)

   

1,460

     

1,504

   

Sabal Trail Transmission LLC, 4.68%, 5/1/38, Callable 11/1/37 @ 100 (b)

   

5,000

     

6,156

   

Transocean Pontus Ltd., 6.13%, 8/1/25, Callable 9/6/21 @ 104.59 (b) (l)

   

484

     

477

   

Viper Energy Partners LP, 5.38%, 11/1/27, Callable 11/1/22 @ 102.69 (b)

   

3,500

     

3,669

   
     

85,577

   

Financials (8.9%):

 
American Equity Investment Life Holding Co., 5.00%, 6/15/27,
Callable 3/15/27 @ 100
   

4,000

     

4,573

   
American International Group, Inc., 8.17% (LIBOR03M+420bps), 5/15/68,
Callable 5/15/38 @ 100 (a)
   

2,000

     

2,946

   

See notes to financial statements.

23


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

AmFam Holdings, Inc., 2.81%, 3/11/31, Callable 12/11/30 @ 100 (b)

 

$

5,000

   

$

5,214

   

Ares Finance Co. III LLC, 4.13%, 6/30/51, Callable 6/30/26 @ 100 (b)

   

3,000

     

3,027

   

Associated Bancorp, 4.25%, 1/15/25, Callable 10/15/24 @ 100

   

10,000

     

10,881

   

Assurant, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100

   

3,000

     

3,035

   

Athene Global Funding, 2.67%, 6/7/31 (b)

   

5,000

     

5,179

   

Athene Holding Ltd., 6.15%, 4/3/30, Callable 1/3/30 @ 100

   

3,000

     

3,850

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

10,000

     

10,537

   
BancorpSouth Bank, 4.13% (LIBOR03M+247bps), 11/20/29,
Callable 11/20/24 @ 100 (a)
   

4,286

     

4,534

   
Bank of America Corp.
2.69% (SOFR+110bps), 4/22/32, Callable 4/22/31 @ 100 (a) (g)
   

1,000

     

1,044

   

2.30% (SOFR+122bps), 7/21/32, Callable 7/21/31 @ 100 (a)

   

5,000

     

5,046

   
BankUnited, Inc.
4.88%, 11/17/25, Callable 8/17/25 @ 100
   

5,000

     

5,724

   

5.13%, 6/11/30, Callable 3/11/30 @ 100

   

2,000

     

2,358

   

Blue Owl Finance LLC, 3.13%, 6/10/31, Callable 3/10/31 @ 100 (b)

   

5,000

     

5,066

   
BOKF Merger Corp., 5.62% (LIBOR03M+317bps), 6/25/30,
Callable 6/25/25 @ 100 (a)
   

4,750

     

5,067

   
Capital One Financial Corp., 2.36% (SOFR+134bps), 7/29/32,
Callable 7/29/31 @ 100 (a)
   

5,000

     

5,046

   
Citizens Financial Group, Inc.
4.15%, 9/28/22 (b)
   

7,000

     

7,256

   

2.64%, 9/30/32, Callable 7/2/32 @ 100

   

5,500

     

5,625

   
Compeer Financial FLCA/Compeer Financial PCA,
3.38% (SOFR+197bps), 6/1/36, Callable 6/1/31 @ 100 (a) (b)
   

978

     

973

   

Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100 (l)

   

2,000

     

2,283

   

DAE Funding LLC, 4.50%, 8/1/22 (b)

   

1,898

     

1,898

   

Eagle Bancorp, Inc., 5.00% (LIBOR03M+385bps), 8/1/26 (a)

   

10,000

     

10,000

   
First Citizens BancShares, Inc., 3.38% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (a)
   

3,000

     

3,081

   

First Financial Bancorp, 5.13%, 8/25/25

   

5,000

     

4,919

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

3,000

     

3,747

   

First Midwest Bancorp, Inc., 5.88%, 9/29/26, Callable 8/29/26 @ 100

   

5,000

     

5,878

   

FirstMerit Bank NA, 4.27%, 11/25/26

   

5,000

     

5,702

   

FNB Corp., 2.20%, 2/24/23, Callable 1/24/23 @ 100

   

1,175

     

1,195

   

Fulton Financial Corp., 4.50%, 11/15/24 (l)

   

4,759

     

5,290

   

Glencore Funding LLC, 2.50%, 9/1/30, Callable 6/1/30 @ 100 (b)

   

3,000

     

3,023

   
Global Atlantic Fin Co., 4.70% (H15T5Y+380bps), 10/15/51,
Callable 7/15/26 @ 100 (a) (b) (l)
   

2,000

     

2,035

   

Global Atlantic Financial Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (b)

   

2,472

     

2,765

   

Hilltop Holdings, Inc., 5.00%, 4/15/25, Callable 1/15/25 @ 100

   

5,000

     

5,319

   

ILFC E-Capital Trust I, 3.66%, 12/21/65, Callable 9/7/21 @ 100 (b)

   

6,225

     

5,124

   
JPMorgan Chase & Co., 2.96% (SOFR+252bps), 5/13/31,
Callable 5/13/30 @ 100 (a) (g)
   

10,601

     

11,249

   

Kemper Corp., 4.35%, 2/15/25, Callable 11/15/24 @ 100

   

5,000

     

5,494

   

KeyBank NA, 3.90%, 4/13/29

   

4,000

     

4,551

   

KeyCorp Capital II, 6.88%, 3/17/29 (l)

   

750

     

908

   
Level 3 Financing, Inc.
3.63%, 1/15/29, Callable 1/15/24 @ 101.81 (b)
   

2,000

     

1,945

   

3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (b)

   

1,500

     

1,470

   

See notes to financial statements.

24


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Lincoln National Corp., 2.51% (LIBOR03M+236bps), 5/17/66,
Callable 8/23/21 @ 100 (a)
 

$

5,018

   

$

4,494

   

Main Street Capital Corp., 3.00%, 7/14/26, Callable 6/14/26 @ 100

   

3,000

     

3,107

   
MB Financial Bank NA, 4.00% (LIBOR03M+187bps), 12/1/27,
Callable 12/1/22 @ 100 (a)
   

7,717

     

7,962

   

Mercury General Corp., 4.40%, 3/15/27, Callable 12/15/26 @ 100

   

5,350

     

6,088

   

MetLife, Inc., 9.25%, 4/8/68, Callable 4/8/33 @ 100 (b) (l)

   

5,000

     

7,648

   
Morgan Stanley, 1.93% (SOFR+102bps), 4/28/32, MTN,
Callable 4/28/31 @ 100 (a)
   

3,000

     

2,945

   
Nationwide Mutual Insurance Co., 2.41% (LIBOR03M+229bps), 12/15/24,
Callable 9/7/21 @ 100 (a) (b)
   

10,235

     

10,216

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (a) (l)
   

4,000

     

4,343

   

New York Life Global Funding, 1.85%, 8/1/31 (b) (c)

   

7,000

     

7,028

   

OneBeacon U.S. Holdings, Inc., 4.60%, 11/9/22 (l)

   

10,025

     

10,496

   
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK
Finance Co-Issuer, 4.88%, 5/15/29, Callable 5/15/24 @ 102.44 (b)
   

500

     

513

   

People's United Bank NA, 4.00%, 7/15/24, Callable 4/16/24 @ 100

   

9,000

     

9,658

   

Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (b) (l)

   

1,750

     

2,027

   
PPL Capital Funding, Inc., 2.81% (LIBOR03M+267bps), 3/30/67,
Callable 9/7/21 @ 100 (a)
   

4,000

     

3,915

   
Prudential Financial, Inc., 5.87% (LIBOR03M+418bps), 9/15/42,
Callable 9/15/22 @ 100 (a)
   

3,000

     

3,162

   
Regions Financial Corp., 5.75% (H15T5Y+543bps),
Callable 6/15/25 @ 100 (a) (h) (l)
   

1,000

     

1,118

   

Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100

   

6,318

     

7,150

   
SL Green Operating Partnership LP, 3.25%, 10/15/22,
Callable 9/15/22 @ 100
   

4,444

     

4,575

   
TCF National Bank
4.60%, 2/27/25
   

5,000

     

5,390

   

4.13% (LIBOR03M+238bps), 7/2/29, Callable 7/2/24 @ 100 (a)

   

5,000

     

5,272

   
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31,
Callable 5/6/26 @ 100 (a)
   

4,000

     

4,159

   

Texas Capital Bank NA, 5.25%, 1/31/26

   

10,225

     

11,170

   
The Allstate Corp., 5.75% (LIBOR03M+294bps), 8/15/53,
Callable 8/15/23 @ 100 (a)
   

7,000

     

7,595

   
The Hartford Financial Services Group, Inc.,
2.28% (LIBOR03M+213bps), 2/12/67, Callable 9/7/21 @ 100 (a) (b)
   

7,500

     

7,212

   

TIAA FSB Holdings, Inc., 5.75%, 7/2/25, Callable 6/2/25 @ 100

   

10,000

     

10,773

   

Towne Bank, 4.50% (LIBOR03M+255bps), 7/30/27, Callable 7/30/22 @ 100 (a)

   

4,643

     

4,598

   

Truist Bank, 0.83% (LIBOR03M+67bps), 5/15/27, Callable 9/7/21 @ 100 (a)

   

5,000

     

4,870

   
Truist Financial Corp., 5.10% (H15T10Y+435bps),
Callable 3/1/30 @ 100 (a) (h)
   

4,000

     

4,603

   
Wells Fargo & Co., 3.90% (H15T5Y+3bps),
Callable 3/15/26 @ 100 (a) (h)
   

2,000

     

2,077

   

Wintrust Financial Corp., 5.00%, 6/13/24

   

3,500

     

3,681

   
     

352,702

   

Health Care (1.9%):

 

AbbVie, Inc., 3.20%, 11/21/29, Callable 8/21/29 @ 100 (l)

   

2,000

     

2,200

   

Bausch Health Cos., Inc., 5.00%, 2/15/29, Callable 2/15/24 @ 102.5 (b)

   

500

     

472

   

See notes to financial statements.

25


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Bayer U.S. Finance II LLC
2.85%, 4/15/25, Callable 1/15/25 @ 100 (b)
 

$

4,405

   

$

4,594

   

4.63%, 6/25/38, Callable 12/25/37 @ 100 (b)

   

5,000

     

6,071

   

Baylor Scott & White Holdings, 2.65%, 11/15/26, Callable 8/15/26 @ 100

   

5,000

     

5,297

   

Bon Secours Charity Health System, Inc., 5.25%, 11/1/25

   

5,000

     

5,678

   

Boston Medical Center Corp., 3.91%, 7/1/28

   

3,000

     

3,381

   
Centene Corp.
2.50%, 3/1/31, Callable 12/1/30 @ 100
   

1,929

     

1,931

   

2.63%, 8/1/31, Callable 5/1/31 @ 100 (c)

   

1,000

     

1,007

   
CHS/Community Health System, Inc., 4.75%, 2/15/31,
Callable 2/15/26 @ 102.38 (b) (l)
   

500

     

508

   

CVS Health Corp., 4.88%, 7/20/35, Callable 1/20/35 @ 100

   

5,000

     

6,217

   

CVS Pass-Through Trust, 5.93%, 1/10/34 (b)

   

7,177

     

8,734

   

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

1,500

     

1,626

   

Eastern Maine Healthcare Systems, 3.71%, 7/1/26

   

12,555

     

13,086

   
Fresenius Medical Care U.S. Finance III, Inc., 3.75%, 6/15/29,
Callable 3/15/29 @ 100 (b)
   

3,000

     

3,305

   

Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (b)

   

1,532

     

1,547

   

Illumina, Inc., 2.55%, 3/23/31, Callable 12/23/30 @ 100

   

3,000

     

3,103

   

Laboratory Corp. of America Holdings, 2.70%, 6/1/31, Callable 3/1/31 @ 100

   

3,000

     

3,127

   

Mednax, Inc., 6.25%, 1/15/27, Callable 1/15/22 @ 104.69 (b)

   

1,000

     

1,055

   

Prestige Brands, Inc., 3.75%, 4/1/31, Callable 4/1/26 @ 101.88 (b)

   

1,500

     

1,487

   
     

74,426

   

Industrials (4.3%):

 

Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100

   

1,000

     

1,003

   
Air Lease Corp.
3.63%, 12/1/27, Callable 9/1/27 @ 100
   

5,000

     

5,441

   

3.13%, 12/1/30, Callable 9/1/30 @ 100

   

2,500

     

2,597

   

Aircastle Ltd., 4.25%, 6/15/26, Callable 4/15/26 @ 100

   

5,000

     

5,509

   
Alaska Airlines Pass Through Trust
8.00%, 2/15/27 (b)
   

4,520

     

5,041

   

4.80%, 2/15/29 (b)

   

5,765

     

6,391

   
American Airlines Pass Through Trust
4.00%, 1/15/27
   

4,747

     

4,604

   

3.60%, 4/15/31

   

1,675

     

1,611

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (b)

   

2,500

     

2,703

   
Ashtead Capital, Inc.
5.25%, 8/1/26, Callable 8/13/21 @ 103.94 (b)
   

2,500

     

2,600

   

4.25%, 11/1/29, Callable 11/1/24 @ 102.13 (b)

   

1,615

     

1,754

   

Aviation Capital Group LLC, 5.50%, 12/15/24, Callable 11/15/24 @ 100 (b)

   

5,000

     

5,668

   
British Airways Pass Through Trust
4.63%, 12/20/25 (b)
   

8,455

     

8,873

   

3.35%, 12/15/30 (b)

   

2,239

     

2,237

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (b)

   

3,000

     

3,095

   

Delta Air Lines Pass Through Trust, 2.50%, 12/10/29

   

4,548

     

4,611

   

Delta Air Lines, Inc./Skymiles IP Ltd., 4.75%, 10/20/28 (b)

   

5,032

     

5,636

   

FedEx Corp., 3.90%, 2/1/35

   

5,000

     

5,843

   

GXO Logistics, Inc., 2.65%, 7/15/31, Callable 4/15/31 @ 100 (b)

   

8,500

     

8,538

   

Hawaiian Airlines Pass Through Certificates, 3.90%, 7/15/27

   

5,981

     

5,862

   

JetBlue Pass Through Trust, 7.75%, 5/15/30

   

4,739

     

5,602

   

See notes to financial statements.

26


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35,
Callable 9/1/35 @ 100
 

$

1,475

   

$

1,683

   
Molex Electronic Technologies LLC, 3.90%, 4/15/25,
Callable 1/15/25 @ 100 (b)
   

5,000

     

5,294

   

Southwest Airlines Co., 5.13%, 6/15/27, Callable 4/15/27 @ 100

   

2,000

     

2,367

   
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., 8.00%, 9/20/25,
Callable 9/20/23 @ 104 (b)
   

1,424

     

1,605

   

Teledyne Technologies, Inc., 2.75%, 4/1/31, Callable 1/1/31 @ 100

   

1,500

     

1,577

   
The Boeing Co.
5.15%, 5/1/30, Callable 2/1/30 @ 100 (g)
   

13,000

     

15,477

   

3.63%, 2/1/31, Callable 11/1/30 @ 100

   

8,000

     

8,718

   

5.81%, 5/1/50, Callable 11/1/49 @ 100

   

3,000

     

4,088

   

The Timken Co., 4.50%, 12/15/28, Callable 9/15/28 @ 100

   

3,658

     

4,156

   
U.S. Airways Pass Through Trust
6.25%, 10/22/24
   

1,772

     

1,810

   

7.13%, 4/22/25

   

1,208

     

1,280

   

3.95%, 5/15/27

   

5,453

     

5,468

   
United Airlines Pass Through Trust
4.63%, 3/3/24
   

3,429

     

3,501

   

4.15%, 10/11/25

   

6,669

     

7,065

   

4.30%, 2/15/27

   

3,389

     

3,631

   

3.50%, 11/1/29

   

4,479

     

4,433

   
United Rentals North America, Inc., 3.88%, 2/15/31,
Callable 8/15/25 @ 101.94
   

2,570

     

2,645

   
     

170,017

   

Information Technology (0.5%):

 

Apple, Inc., 2.40%, 8/20/50, Callable 6/20/50 @ 100

   

3,000

     

2,843

   

Broadcom, Inc., 2.60%, 2/15/33, Callable 11/15/32 @ 100 (b)

   

3,000

     

2,989

   

Dell International LLC/EMC Corp., 5.30%, 10/1/29, Callable 7/1/29 @ 100

   

3,000

     

3,672

   

Oracle Corp., 2.88%, 3/25/31, Callable 12/25/30 @ 100

   

3,000

     

3,172

   

Skyworks Solutions, Inc., 3.00%, 6/1/31, Callable 3/1/31 @ 100

   

1,000

     

1,047

   

Square, Inc., 3.50%, 6/1/31, Callable 3/1/31 @ 100 (b)

   

333

     

346

   

Switch Ltd., 3.75%, 9/15/28, Callable 9/15/23 @ 101.88 (b)

   

1,424

     

1,456

   

Twilio, Inc., 3.63%, 3/15/29, Callable 3/15/24 @ 101.81

   

500

     

514

   

VMware, Inc., 3.90%, 8/21/27, Callable 5/21/27 @ 100

   

3,000

     

3,378

   
     

19,417

   

Materials (0.8%):

 

Amcor Flexibles North America, Inc., 2.69%, 5/25/31, Callable 2/25/31 @ 100

   

4,000

     

4,177

   

Cabot Corp., 4.00%, 7/1/29, Callable 4/1/29 @ 100

   

3,000

     

3,309

   

Eagle Materials, Inc., 2.50%, 7/1/31, Callable 4/1/31 @ 100

   

18,117

     

18,292

   

Reliance Steel & Aluminum Co., 2.15%, 8/15/30, Callable 5/15/30 @ 100

   

1,500

     

1,499

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)

   

2,500

     

2,676

   
     

29,953

   

Real Estate (2.2%):

 

Boston Properties LP, 2.55%, 4/1/32, Callable 1/1/32 @ 100

   

10,500

     

10,786

   

CBRE Services, Inc., 2.50%, 4/1/31, Callable 1/1/31 @ 100

   

3,000

     

3,081

   
Columbia Property Trust Operating Partnership, 3.65%, 8/15/26,
Callable 5/15/26 @ 100
   

6,500

     

6,937

   

See notes to financial statements.

27


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Crown Castle International Corp.
3.30%, 7/1/30, Callable 4/1/30 @ 100
 

$

2,000

   

$

2,179

   

2.90%, 4/1/41, Callable 10/1/40 @ 100

   

2,000

     

1,975

   

Federal Realty Investment Trust, 3.50%, 6/1/30, Callable 3/1/30 @ 100

   

3,000

     

3,338

   

GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/30, Callable 10/15/29 @ 100

   

4,476

     

4,888

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

7,143

     

7,593

   

Hudson Pacific Properties LP, 3.95%, 11/1/27, Callable 8/1/27 @ 100

   

5,000

     

5,546

   
Keenan Development Associates of Tennessee LLC (INS — XL
Capital Assurance), 5.02%, 7/15/28 (b)
   

313

     

330

   

Kilroy Realty LP, 2.50%, 11/15/32, Callable 8/15/32 @ 100

   

6,500

     

6,551

   

Nationwide Health Properties, Inc., 6.90%, 10/1/37, MTN

   

2,000

     

2,623

   

Office Properties Income Trust, 4.00%, 7/15/22, Callable 6/15/22 @ 100

   

5,000

     

5,148

   
RHP Hotel Properties, LP/RHP Finance Corp., 4.50%, 2/15/29,
Callable 2/15/24 @ 102.25 (b)
   

2,000

     

2,020

   

RLJ Lodging Trust LP, 3.75%, 7/1/26, Callable 7/1/23 @ 101.88 (b) (l)

   

1,000

     

1,013

   

Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100

   

3,000

     

3,404

   

SBA Communications Corp., 3.13%, 2/1/29, Callable 2/1/24 @ 101.56 (b)

   

6,000

     

5,896

   

SBA Tower Trust, 2.33%, 7/15/52, Callable 7/15/26 @ 100 (b)

   

3,000

     

3,144

   

Sun Communities Operating LP, 2.70%, 7/15/31, Callable 4/15/31 @ 100

   

3,000

     

3,074

   

The Howard Hughes Corp., 4.38%, 2/1/31, Callable 2/1/26 @ 102.19 (b)

   

2,500

     

2,494

   

Vornado Realty LP, 3.40%, 6/1/31, Callable 3/1/31 @ 100

   

4,000

     

4,208

   
     

86,228

   

Utilities (1.6%):

 

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

1,500

     

1,672

   

Duke Energy Corp., 2.55%, 6/15/31, Callable 3/15/31 @ 100

   

5,000

     

5,171

   
Duquesne Light Holdings, Inc.
5.90%, 12/1/21 (b)
   

2,500

     

2,542

   

3.62%, 8/1/27, Callable 5/1/27 @ 100 (b)

   

2,150

     

2,357

   

2.78%, 1/7/32, Callable 10/7/31 @ 100 (b)

   

2,333

     

2,394

   
Entergy Corp.
2.80%, 6/15/30, Callable 3/15/30 @ 100
   

3,000

     

3,182

   

2.40%, 6/15/31, Callable 3/5/31 @ 100

   

3,000

     

3,063

   

ITC Holdings Corp., 3.35%, 11/15/27, Callable 8/15/27 @ 100

   

1,000

     

1,102

   

Jersey Central Power & Light Co., 2.75%, 3/1/32, Callable 12/1/31 @ 100 (b)

   

5,000

     

5,238

   

National Fuel Gas Co., 3.95%, 9/15/27, Callable 6/15/27 @ 100

   

4,000

     

4,358

   
NRG Energy, Inc.
2.45%, 12/2/27, Callable 10/2/27 @ 100 (b)
   

6,300

     

6,438

   

4.45%, 6/15/29, Callable 3/15/29 @ 100 (b)

   

3,907

     

4,404

   

South Jersey Industries, Inc., 5.02%, 4/15/31

   

3,000

     

3,285

   

Spire, Inc., 3.54%, 2/27/24, Callable 12/27/23 @ 100

   

2,270

     

2,344

   
The Cleveland Electric Illuminating Co., 4.55%, 11/15/30,
Callable 8/15/30 @ 100 (b)
   

3,000

     

3,562

   
Vistra Operations Co. LLC
3.70%, 1/30/27, Callable 11/30/26 @ 100 (b)
   

3,000

     

3,217

   

4.30%, 7/15/29, Callable 4/15/29 @ 100 (b)

   

6,397

     

7,003

   
WEC Energy Group, Inc., 2.27% (LIBOR03M+211bps), 5/15/67,
Callable 9/7/21 @ 100 (a)
   

3,500

     

3,308

   
     

64,640

   

Total Corporate Bonds (Cost $962,393)

   

1,038,070

   

See notes to financial statements.

28


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Yankee Dollars (4.5%)

 

Consumer Discretionary (0.3%):

 

Ascot Group Ltd., 4.25%, 12/15/30, Callable 12/15/25 @ 100 (b) (l)

 

$

2,454

   

$

2,596

   

Genm Capital Labuan Ltd., 3.88%, 4/19/31, Callable 1/19/31 @ 100 (b)

   

5,000

     

5,030

   

IHO Verwaltungs GmbH PIK, 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (b) (m)

   

1,285

     

1,400

   

Mattamy Group Corp., 4.63%, 3/1/30, Callable 3/1/25 @ 102.31 (b)

   

1,000

     

1,033

   

Nemak SAB de CV, 3.63%, 6/28/31, Callable 3/28/31 @ 100 (b)

   

2,539

     

2,540

   
     

12,599

   

Consumer Staples (0.4%):

 

Alimentation Couche-Tard, Inc., 3.44%, 5/13/41, Callable 11/13/40 @ 100 (b)

   

3,000

     

3,176

   

Anheuser-Busch InBev Worldwide, Inc., 3.75%, 7/15/42

   

4,000

     

4,462

   

Bacardi Ltd., 2.75%, 7/15/26, Callable 4/15/26 @ 100 (b)

   

3,000

     

3,162

   

Becle SAB de CV, 3.75%, 5/13/25 (b)

   

4,000

     

4,354

   
     

15,154

   

Energy (0.1%):

 

Canadian Natural Resources Ltd., 2.95%, 7/15/30, Callable 4/15/30 @ 100

   

1,000

     

1,048

   

Equinor ASA, 3.13%, 4/6/30, Callable 1/6/30 @ 100

   

1,000

     

1,107

   

Transocean Sentry Ltd., 5.38%, 5/15/23, Callable 9/6/21 @ 102.67 (b) (l)

   

1,378

     

1,318

   
     

3,473

   

Financials (2.3%):

 

ABN AMRO Bank NV, 4.75%, 7/28/25 (b)

   

5,000

     

5,634

   
Allied World Assurance Co. Holdings Ltd., 4.35%, 10/29/25,
Callable 7/29/25 @ 100
   

5,000

     

5,517

   
Banco Santander Mexico SA Institucion de Banca Multiple Grupo
Financiero Santand, 5.38%, 4/17/25 (b)
   

2,143

     

2,418

   

Banco Santander SA, 2.96%, 3/25/31

   

3,000

     

3,141

   
Bank of Montreal, 3.80% (USSW5+143bps), 12/15/32,
Callable 12/15/27 @ 100 (a)
   

3,750

     

4,166

   

BNP Paribas, 2.87% (SOFR+1bps), 4/19/32, Callable 4/19/31 @ 100 (a) (b)

   

3,000

     

3,122

   

BNP Paribas SA, 4.63%, 3/13/27 (b)

   

3,000

     

3,411

   
BP Capital Markets PLC, 4.38% (H15T5Y+404bps),
Callable 6/22/25 @ 100 (a) (h)
   

5,000

     

5,348

   

Brookfield Finance I UK PLC, 2.34%, 1/30/32, Callable 10/30/31 @ 100

   

3,000

     

3,031

   

Brookfield Finance, Inc., 2.72%, 4/15/31, Callable 1/15/31 @ 100

   

3,000

     

3,152

   
Credit Suisse Group AG
4.19% (SOFR+373bps), 4/1/31, Callable 4/1/30 @ 100 (a) (b)
   

3,000

     

3,423

   

3.09% (SOFR+173bps), 5/14/32, Callable 5/14/31 @ 100 (a) (b)

   

5,000

     

5,230

   
Danske Bank A/S, 3.24% (LIBOR03M+159bps), 12/20/25,
Callable 12/20/24 @ 100 (a) (b)
   

3,500

     

3,732

   
Deutsche Bank AG/New York, 3.03% (SOFR+172bps), 5/28/32,
Callable 5/28/31 @ 100 (a)
   

3,000

     

3,102

   

Element Fleet Management Corp., 3.85%, 6/15/25, Callable 5/15/25 @ 100 (b)

   

3,000

     

3,255

   

Enel Finance International NV, 2.25%, 7/12/31, Callable 4/12/31 @ 100 (b)

   

3,000

     

3,040

   

HSBC Holdings PLC, 3.90%, 5/25/26

   

3,000

     

3,343

   

JAB Holdings BV, 3.75%, 5/28/51, Callable 11/28/50 @ 100 (b)

   

1,500

     

1,666

   
Lloyds Banking Group PLC, 3.57% (LIBOR03M+121bps), 11/7/28,
Callable 11/7/27 @ 100 (a)
   

3,500

     

3,853

   

See notes to financial statements.

29


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36,
Callable 3/3/31 @ 100 (a) (b)
 

$

4,000

   

$

4,042

   

Nationwide Building Society, 4.00%, 9/14/26 (b)

   

3,000

     

3,337

   
Natwest Group PLC, 3.07% (H15T1Y+255bps), 5/22/28,
Callable 5/22/27 @ 100 (a)
   

3,000

     

3,207

   

Nomura Holdings, Inc., 2.61%, 7/14/31

   

3,000

     

3,045

   
Santander UK Group Holdings PLC, 2.90% (SOFR+148bps), 3/15/32,
Callable 3/15/31 @ 100 (a)
   

1,000

     

1,047

   
Standard Chartered PLC, 4.87% (LIBOR03M+197bps), 3/15/33,
Callable 3/15/28 @ 100 (a) (b)
   

4,000

     

4,460

   
Westpac Banking Corp., 4.11% (H15T5Y+200bps), 7/24/34,
Callable 7/24/29 @ 100 (a)
   

3,000

     

3,336

   
     

92,058

   

Health Care (0.1%):

 
Endo Luxembourg Finance Co. I Sarl / ENDO US, Inc., 6.13%, 4/1/29,
Callable 4/1/24 @ 104.59 (b)
   

1,250

     

1,242

   

Royalty Pharma PLC, 2.20%, 9/2/30, Callable 6/2/30 @ 100 (b)

   

1,333

     

1,327

   

STERIS Irish FinCo Unlimited Co., 2.70%, 3/15/31, Callable 12/15/30 @ 100

   

3,000

     

3,112

   
     

5,681

   

Industrials (0.9%):

 
Air Canada Pass Through Trust
3.88%, 9/15/24 (b)
   

5,857

     

5,922

   

4.13%, 11/15/26 (b)

   

11,244

     

11,512

   

3.75%, 6/15/29 (b)

   

4,553

     

4,692

   

Ashtead Capital, Inc., 4.13%, 8/15/25, Callable 8/18/21 @ 102.06 (b)

   

2,500

     

2,554

   

Avolon Holdings Funding Ltd., 3.25%, 2/15/27, Callable 12/15/26 @ 100 (b)

   

2,550

     

2,679

   

BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (b)

   

3,000

     

3,317

   

Rolls-Royce PLC, 5.75%, 10/15/27, Callable 7/15/27 @ 100 (b)

   

1,333

     

1,460

   

Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (b)

   

2,000

     

2,174

   
     

34,310

   

Materials (0.2%):

 
Teck Resources Ltd.
3.75%, 2/1/23, Callable 11/1/22 @ 100
   

5,000

     

5,145

   

6.13%, 10/1/35

   

3,000

     

3,948

   
     

9,093

   

Sovereign Bond (0.1%):

 
Bermuda Government International Bond, 2.38%, 8/20/30,
Callable 5/20/30 @ 100 (b)
   

3,000

     

3,016

   

Korea International Bond, 1.00%, 9/16/30 (l)

   

1,000

     

966

   

United Mexico States, 4.28%, 8/14/41, Callable 2/14/41 @ 100

   

1,000

     

1,060

   
     

5,042

   

Utilities (0.1%):

 

Empresa Electrica Cochrane SpA, 5.50%, 5/14/27 (b)

   

2,130

     

2,117

   

Total Yankee Dollars (Cost $168,731)

   

179,527

   

See notes to financial statements.

30


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (4.6%)

 

Alabama (0.0%): (n)

 
Auburn University Revenue, Series C, 1.85%,
6/1/31, Continuously Callable @100
 

$

750

   

$

765

   
City of Trussville AL, GO, Series B, 1.78%,
10/1/31, Continuously Callable @100
   

1,000

     

1,006

   
     

1,771

   

Arizona (0.2%):

 
City of Phoenix Civic Improvement Corp. Revenue
2.37%, 7/1/25
   

1,500

     

1,567

   

1.59%, 7/1/29

   

2,000

     

2,018

   

1.84%, 7/1/31, Continuously Callable @100

   

1,000

     

1,010

   

The University of Arizona Revenue, Series A, 1.82%, 6/1/30

   

3,070

     

3,155

   
     

7,750

   

California (0.2%):

 
City of Los Angeles Department of Airports Revenue, Series C, 1.96%,
5/15/33, Continuously Callable @100
   

675

     

667

   
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 3.23%, 8/1/27
   

5,000

     

5,553

   
     

6,220

   

Colorado (0.2%):

 
City & County of Denver Co. Airport System Revenue,
Series C, 2.52%, 11/15/32, Continuously Callable @100
   

5,000

     

5,275

   
Park Creek Metropolitan District Revenue
Series B, 2.89%, 12/1/27
   

660

     

711

   

Series B, 2.99%, 12/1/28

   

1,000

     

1,083

   
     

7,069

   

Connecticut (0.0%): (n)

 

State of Connecticut, GO, Series A, 2.42%, 7/1/27

   

1,000

     

1,067

   

District of Columbia (0.0%): (n)

 
District of Columbia Revenue
2.25%, 4/1/27
   

800

     

824

   

2.68%, 4/1/31

   

1,500

     

1,550

   
     

2,374

   

Florida (0.1%):

 

City of Gainesville Florida Revenue, 2.04%, 10/1/30

   

2,500

     

2,554

   
County of Miami-Dade Florida Aviation Revenue, Series B, 2.61%,
10/1/32, Continuously Callable @100
   

1,000

     

1,052

   
     

3,606

   

Hawaii (0.4%):

 
State of Hawaii Department of Business Economic Development & Tourism
Revenue, Series A2, 3.24%, 1/1/31
   

13,098

     

14,148

   

See notes to financial statements.

31


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Illinois (0.1%):

 

Chicago O'Hare International Airport Revenue, Series D, 2.45%, 1/1/31

 

$

2,000

   

$

2,088

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue,
Series B, 3.10%, 12/1/30
   

750

     

811

   

Illinois Finance Authority Revenue, 5.45%, 8/1/38

   

1,500

     

1,723

   
     

4,622

   

Indiana (0.1%):

 
Indiana Finance Authority Revenue
3.08%, 9/15/27
   

1,130

     

1,124

   

3.18%, 9/15/28

   

1,000

     

992

   
     

2,116

   

Louisiana (0.0%): (n)

 

Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30

   

1,750

     

1,806

   

Maryland (0.4%):

 
Maryland Economic Development Corp. Revenue
Series B, 4.05%, 6/1/27
   

2,295

     

2,436

   

Series B, 4.15%, 6/1/28

   

2,390

     

2,554

   

Series B, 4.25%, 6/1/29

   

2,490

     

2,684

   

Series B, 4.35%, 6/1/30

   

1,330

     

1,446

   

Series B, 4.40%, 6/1/31

   

1,385

     

1,517

   
Maryland Stadium Authority Revenue
Series C, 1.76%, 5/1/27
   

1,715

     

1,760

   

Series C, 1.91%, 5/1/28

   

4,770

     

4,903

   
     

17,300

   

Massachusetts (0.1%):

 

Massachusetts Development Finance Agency Revenue, Series B, 4.00%, 6/1/24

   

465

     

479

   
Massachusetts State College Building Authority Revenue,
Series A, 1.80%, 5/1/29
   

3,000

     

3,077

   
     

3,556

   

Michigan (0.1%):

 

Michigan Finance Authority Revenue, 2.95%, 12/1/30

   

2,500

     

2,730

   

New Jersey (0.6%):

 
City of Atlantic, GO
Series A, 4.23%, 9/1/25
   

2,525

     

2,702

   

Series A, 4.29%, 9/1/26

   

2,410

     

2,608

   
New Jersey Economic Development Authority Revenue
Series C, 5.71%, 6/15/30
   

2,500

     

3,048

   

Series NNN, 3.47%, 6/15/27

   

5,000

     

5,341

   
New Jersey Transportation Trust Fund Authority Revenue, Build America Bond,
Series C, 5.75%, 12/15/28
   

3,000

     

3,654

   

Rutgers The State University of New Jersey Revenue, Series S, 1.76%, 5/1/29

   

2,000

     

2,022

   
South Jersey Transportation Authority Revenue
Series B, 3.12%, 11/1/26
   

450

     

465

   

Series B, 3.36%, 11/1/28

   

1,375

     

1,433

   
     

21,273

   

See notes to financial statements.

32


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

New York (0.4%):

 
Metropolitan Transportation Authority Revenue, Build America Bond,
6.73%, 11/15/30
 

$

5,000

   

$

6,498

   
New York City Industrial Development Agency Revenue
2.68%, 3/1/33
   

1,000

     

1,014

   

2.34%, 1/1/35

   

1,000

     

1,003

   

2.44%, 1/1/36

   

1,250

     

1,258

   

New York State Dormitory Authority Revenue, Series A, 2.01%, 7/1/28

   

750

     

772

   

New York State Thruway Authority Revenue, 2.50%, 1/1/27

   

1,200

     

1,278

   

New York Transportation Development Corp. Revenue, 1.36%, 12/1/21

   

1,250

     

1,252

   
State of New York Mortgage Agency Revenue, 4.20%, 10/1/27, Continuously
Callable @100
   

2,920

     

2,933

   
     

16,008

   

North Carolina (0.0%): (n)

 

City of Winston-Salem NC Revenue, Series B, 2.64%, 6/1/29

   

1,140

     

1,253

   

Ohio (0.1%):

 

City of Cleveland Airport System Revenue, Series A, 2.69%, 1/1/27

   

5,000

     

5,307

   

Oklahoma (0.3%):

 

Oklahoma Development Finance Authority Revenue, Series C, 5.45%, 8/15/28

   

7,951

     

8,980

   
The University of Oklahoma Revenue, Series C, 2.45%, 7/1/32, Continuously
Callable @100
   

1,200

     

1,254

   
     

10,234

   

Oregon (0.0%): (n)

 

Medford Hospital Facilities Authority Revenue, Series B, 1.88%, 8/15/25

   

500

     

510

   

Pennsylvania (0.4%):

 
City of Bethlehem, GO (NBGA — Federal Agricultural Mortgage Corporation)
Series A, 2.46%, 10/1/26
   

2,570

     

2,714

   

Series A, 2.55%, 10/1/27

   

2,655

     

2,810

   
City of Philadelphia PA Water & Wastewater Revenue
Series B, 1.73%, 11/1/28
   

1,000

     

1,013

   

Series B, 1.88%, 11/1/29

   

1,000

     

1,016

   

City of Philadelphia, GO, Series A, 2.71%, 7/15/29

   

1,000

     

1,074

   
City of Pittsburgh PA, GO
Series B, 1.62%, 9/1/29
   

1,570

     

1,578

   

Series B, 1.80%, 9/1/31, Continuously Callable @100

   

1,200

     

1,205

   
Pennsylvania Economic Development Financing Authority Revenue
2.62%, 3/1/29
   

1,855

     

1,889

   

Series B, 3.20%, 11/15/27

   

1,000

     

1,106

   

Public Parking Authority of Pittsburgh Revenue, 2.23%, 12/1/28

   

730

     

750

   
     

15,155

   

South Dakota (0.1%):

 
South Dakota Health & Educational Facilities Authority Revenue
Series B, 2.59%, 7/1/25
   

1,000

     

1,049

   

Series B, 2.80%, 7/1/26

   

2,735

     

2,902

   
     

3,951

   

See notes to financial statements.

33


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Tennessee (0.1%):

 
Metropolitan Government Nashville & Davidson County Sports
Authority Revenue, Series C, 2.45%, 8/1/32, Continuously Callable @100
 

$

1,500

   

$

1,555

   

State of Tennessee, GO, Series B, 1.83%, 11/1/33, Continuously Callable @100

   

3,000

     

3,064

   
     

4,619

   

Texas (0.5%):

 

Central Texas Regional Mobility Authority Revenue, Series C, 2.19%, 1/1/29

   

855

     

849

   

City of Dallas TX Waterworks & Sewer System Revenue, 1.50%, 10/1/27

   

850

     

863

   
City of Houston TX Airport System Revenue, Series C, 2.39%, 7/1/31,
Continuously Callable @100
   

2,000

     

2,075

   
Dallas/Fort Worth International Airport Revenue, 2.25%, 11/1/31, Continuously
Callable @100
   

2,585

     

2,666

   

Gainesville Hospital District, GO, 4.56%, 8/15/21

   

1,480

     

1,481

   
Harris County Cultural Education Facilities Finance Corp. Revenue
2.36%, 11/15/26
   

1,250

     

1,298

   

2.79%, 11/15/29

   

1,385

     

1,452

   

Series B, 1.27%, 7/1/25

   

850

     

860

   

Series B, 2.71%, 5/15/27

   

1,600

     

1,713

   

Series B, 2.76%, 5/15/28

   

2,000

     

2,143

   

Series B, 2.30%, 7/1/35

   

500

     

494

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue,
2.41%, 9/1/31, Continuously Callable @100
   

1,000

     

1,018

   

Texas State University System Revenue, Series B, 2.54%, 3/15/28

   

2,775

     

2,975

   
Uptown Development Authority Tax Allocation, Series B, 2.68%, 9/1/32,
Continuously Callable @100
   

400

     

415

   

Waco Educational Finance Corp. Revenue, 1.79%, 3/1/29

   

1,500

     

1,526

   
     

21,828

   

Washington (0.0%): (n)

 

Port of Seattle WA Revenue, Series D, 2.04%, 8/1/30

   

1,130

     

1,156

   

Wisconsin (0.2%):

 

State of Wisconsin Revenue, Series A, 2.35%, 5/1/29

   

6,000

     

6,377

   

Total Municipal Bonds (Cost $172,608)

   

183,806

   

U.S. Government Agency Mortgages (2.5%)

 
Federal Home Loan Mortgage Corp.
Series K017, Class X1, 1.28%, 12/25/21 (e) (f)
   

19,981

     

52

   

Series K019, Class X1, 1.58%, 3/25/22 (e) (f)

   

18,289

     

124

   

Series K023, Class X1, 1.21%, 8/25/22 (e) (f)

   

62,930

     

679

   

Series K025, Class X1, 0.79%, 10/25/22 (e) (f)

   

61,391

     

512

   

Series K099, Class A2, 2.60%, 9/25/29

   

10,000

     

10,938

   

Series K102, Class A2, 2.54%, 10/25/29

   

4,000

     

4,362

   

5.50%, 4/1/36

   

43

     

49

   
     

16,716

   
Federal National Mortgage Association
Series M7, Class A2, 2.96%, 2/25/27 (e)
   

2,500

     

2,731

   

2.50%, 7/1/27-11/1/34 (g)

   

11,385

     

11,935

   

3.50%, 9/1/47-2/1/50

   

25,105

     

26,659

   

See notes to financial statements.

34


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

3.50%, 3/1/48-9/1/49 (g)

 

$

13,861

   

$

14,672

   

4.00%, 1/1/49-2/1/50

   

19,707

     

21,037

   

4.00%, 8/1/49 (g)

   

3,032

     

3,237

   
     

80,271

   

Total U.S. Government Agency Mortgages (Cost $95,425)

   

96,987

   

U.S. Treasury Obligations (21.1%)

 
U.S. Treasury Bonds
1.13%, 5/15/40 (g)
   

65,000

     

58,104

   

2.50%, 2/15/45 (g)

   

33,000

     

36,914

   

3.38%, 11/15/48 (g)

   

35,000

     

46,238

   

1.25%, 5/15/50 (g)

   

25,500

     

21,711

   
U.S. Treasury Inflation Indexed Bonds
0.13%, 7/15/30
   

39,363

     

44,778

   

0.13%, 1/15/31

   

20,677

     

23,439

   

0.25%, 2/15/50

   

31,404

     

37,030

   
U.S. Treasury Notes
0.38%, 11/30/25
   

50,000

     

49,523

   

2.38%, 5/15/27 (g)

   

30,000

     

32,653

   

0.38%, 7/31/27

   

52,000

     

50,562

   

0.63%, 11/30/27

   

39,000

     

38,318

   

0.75%, 1/31/28

   

45,000

     

44,476

   

1.13%, 2/29/28

   

40,000

     

40,475

   

1.25%, 3/31/28

   

53,000

     

54,002

   

1.63%, 8/15/29 (g)

   

105,000

     

109,315

   

0.63%, 8/15/30

   

38,000

     

36,177

   

0.88%, 11/15/30

   

40,000

     

38,863

   

1.13%, 2/15/31

   

46,000

     

45,626

   

1.63%, 5/15/31

   

22,500

     

23,326

   

Total U.S. Treasury Obligations (Cost $811,774)

   

831,530

   

Commercial Paper (8.5%)

 
Aviation Capital Group LLC
0.12%, 8/2/21 (b) (o)
   

15,600

     

15,600

   

0.11%, 8/3/21 (b) (o)

   

8,500

     

8,500

   

0.12%, 8/23/21 (b) (o)

   

10,000

     

9,999

   

Crown Castle International Corp., 0.37%, 8/11/21 (b) (o)

   

23,500

     

23,497

   

Enable Midstream Partners LP, 0.46%, 8/2/21 (b) (o)

   

13,100

     

13,100

   

Enbridge US, Inc., 0.15%, 8/25/21 (b) (o)

   

9,050

     

9,049

   

Glencore Funding LLC, 0.18%, 8/9/21 (b) (o)

   

30,000

     

29,999

   

Hannover Funding Co. LLC, 0.26%, 8/2/21 (b) (o)

   

4,300

     

4,300

   
Hyundai Capital America
0.13%, 8/3/21 (b) (o)
   

25,000

     

25,000

   

0.13%, 8/4/21 (b) (o)

   

8,500

     

8,500

   

0.12%, 8/5/21 (b) (o)

   

5,750

     

5,750

   

Jabil, Inc., 0.70%, 8/2/21 (b) (o)

   

38,300

     

38,299

   

Molson Coors Beverage Co., 0.17%, 8/3/21 (b) (o)

   

10,000

     

10,000

   

Plains All America Pipeline LP, 0.20%, 8/2/21 (b) (o)

   

13,900

     

13,900

   

Plains Midstream Canada, 0.44%, 8/2/21 (b) (o)

   

25,300

     

25,299

   

See notes to financial statements.

35


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Shares or
Principal
Amount
 

Value

 
Southern Co. Gas Capital Corp.
0.15%, 8/10/21 (b) (o)
 

$

12,000

   

$

12,000

   

0.15%, 8/12/21 (b) (o)

   

20,000

     

19,999

   
Viatris, Inc.
0.38%, 8/26/21 (b) (o)
   

20,000

     

19,994

   

0.38%, 8/27/21 (b) (o)

   

19,100

     

19,095

   

Walgreens Boots Alliance, Inc., 0.19%, 8/6/21 (b) (o)

   

25,000

     

24,999

   

Total Commercial Paper (Cost $336,879)

   

336,879

   

Collateral for Securities Loaned^ (0.2%)

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

94,452

     

95

   

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

   

7,230,158

     

7,230

   

Total Collateral for Securities Loaned (Cost $7,325)

   

7,325

   

Total Investments (Cost $3,844,531) — 101.0%

   

3,988,048

   

Liabilities in excess of other assets — (1.0)%

   

(40,228

)

 

NET ASSETS — 100.00%

 

$

3,947,820

   

At July 31, 2021, the Fund's investments in foreign securities were 7.4% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Variable or Floating-Rate Security. Rate disclosed is as of July 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 July 31, 2021, the fair value of these securities was $1,773,012 (thousands) and amounted to 44.9% of net assets.

(c)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of net assets as of July 31, 2021. (See Note 2 in the Notes to Financial Statements)

(e)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at July 31, 2021.

(f)  Security is interest only.

(g)  All or a portion of this security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.

(h)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(i)  Affiliated security (See Note 9 in the Notes to Financial Statements).

(j)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of July 31, 2021, illiquid securities were 0.2% of net assets.

(k)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

See notes to financial statements.

36


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

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

(m)  All of the coupon is paid in kind.

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

(o)  Rate represents the effective yield at July 31, 2021.

(p)  Rate disclosed is the daily yield on July 31, 2021.

(q)  The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower's discretion. At July 31, 2021, the Fund held unfunded or partially unfunded loan commitments of $343 thousand which included a $3 thousand unrealized loss.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

H15T10Y — 10 Year Treasury Constant Maturity Rate

LIBOR — London InterBank Offered Rate

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

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

USSW5 — USD 5 Year Swap Rate, rate disclosed as of July 31, 2021.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.

37


USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Futures

   

500

   

9/21/21

 

$

66,179,033

   

$

67,226,562

   

$

1,047,529

   

2-Year U.S. Treasury Note Futures

   

5

   

9/30/21

   

1,103,683

     

1,103,281

     

(402

)

 

30-Year U.S. Treasury Bond Futures

   

310

   

9/21/21

   

48,872,947

     

51,062,813

     

2,189,866

   

5-Year U.S. Treasury Note Futures

   

15

   

9/30/21

   

1,858,044

     

1,866,680

     

8,636

   
   

$

3,245,629

   

Total unrealized appreciation

                             

$

3,246,031

   

Total unrealized depreciation

                               

(402

)

 

Total net unrealized appreciation (depreciation)

                 

$

3,245,629

   

See notes to financial statements.


38


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Intermediate-
Term Bond Fund
 

Assets:

 

Affiliated investments, at value (Cost $8,941)

 

$

8,232

   

Unaffiliated investments, at value (Cost 3,835,590)

   

3,979,816

(a)

 

Cash

   

3,298

   

Deposit with broker for futures contracts

   

11,026

   

Receivables:

 

Interest and dividends

   

18,709

   

Capital shares issued

   

4,258

   

Investments sold

   

9,319

   

Variation margin on open futures contracts

   

294

   

From Adviser

   

49

   

Prepaid expenses

   

59

   

Total Assets

   

4,035,060

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

7,325

   

Distributions

   

185

   

Investments purchased

   

73,617

   

Capital shares redeemed

   

3,984

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,200

   

Administration fees

   

411

   

Custodian fees

   

54

   

Transfer agent fees

   

321

   

Compliance fees

   

2

   

Trustees' fees

   

1

   
12b-1 fees    

6

   

Other accrued expenses

   

134

   

Total Liabilities

   

87,240

   

(continues on next page)

See notes to financial statements.

39


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

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

    USAA Intermediate-
Term Bond Fund
 

Net Assets:

 

Capital

 

$

3,716,399

   

Total accumulated earnings/(loss)

   

231,421

   

Net Assets

 

$

3,947,820

   

Net Assets

 

Fund Shares

 

$

1,909,199

   

Institutional Shares

   

1,901,458

   

Class A

   

46,911

   

Class C

   

2,544

   

R6 Shares

   

87,708

   

Total

 

$

3,947,820

   

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

 

Fund Shares

   

172,614

   

Institutional Shares

   

171,877

   

Class A

   

4,246

   

Class C

   

230

   

R6 Shares

   

7,927

   

Total

   

356,894

   

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

 

Fund Shares

 

$

11.06

   

Institutional Shares

   

11.06

   

Class A

   

11.05

   

Class C (c)

   

11.05

   

R6 Shares

   

11.06

   

Maximum Sales Charge — Class A

   

2.25

%

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

$

11.30

   

(a)  Includes $7,110 of securities on loan.

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

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

See notes to financial statements.

40


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA Intermediate-
Term Bond Fund
 

Investment Income:

 

Dividends from unaffliated investments

 

$

2,144

   

Dividends from affiliated investments

   

327

   

Interest from unaffliated investments

   

116,161

   

Securities lending (net of fees)

   

40

   

Total Income

   

118,672

   

Expenses:

 

Investment advisory fees

   

13,547

   

Administration fees — Fund Shares

   

2,888

   

Administration fees — Institutional Shares

   

1,772

   

Administration fees — Class A

   

69

   

Administration fees — Class C

   

2

   

Administration fees — R6 Shares

   

20

   

Sub-Administration fees

   

28

   
12b-1 fees — Class A    

114

   
12b-1 fees — Class C    

12

   

Custodian fees

   

365

   

Transfer agent fees — Fund Shares

   

1,870

   

Transfer agent fees — Institutional Shares

   

1,772

   

Transfer agent fees — Class A

   

46

   

Transfer agent fees — Class C

   

1

   

Transfer agent fees — R6 Shares

   

4

   

Trustees' fees

   

59

   

Compliance fees

   

24

   

Legal and audit fees

   

136

   

State registration and filing fees

   

133

   

Interfund lending fees

   

2

   

Other expenses

   

427

   

Total Expenses

   

23,291

   

Expenses waived/reimbursed by Adviser

   

(280

)

 

Net Expenses

   

23,011

   

Net Investment Income (Loss)

   

95,661

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from unaffiliated investment securities

   

116,961

   

Net realized gains (losses) from futures contracts

   

(5,065

)

 
Net change in unrealized appreciation/depreciation on affiliated
investment securities
   

462

   
Net change in unrealized appreciation/depreciation on unaffiliated
investment securities
   

(29,153

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

1,956

   

Net realized/unrealized gains (losses) on investments

   

85,161

   

Change in net assets resulting from operations

 

$

180,822

   

See notes to financial statements.

41


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Intermediate-
Term Bond Fund
 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

95,661

   

$

128,467

   

Net realized gains (losses) from investments

   

111,896

     

157,271

   
Net change in unrealized appreciation/depreciation on
investments
   

(26,735

)

   

37,526

   

Change in net assets resulting from operations

   

180,822

     

323,264

   

Distributions to Shareholders:

 

Fund Shares

   

(117,150

)

   

(91,800

)

 

Institutional Shares

   

(107,060

)

   

(85,458

)

 

Class A

   

(2,629

)

   

(2,102

)

 

Class C (a)

   

(50

)

   

(b)

 

R6 Shares

   

(2,025

)

   

(699

)

 

Change in net assets resulting from distributions to shareholders

   

(228,914

)

   

(180,059

)

 

Change in net assets resulting from capital transactions

   

171,322

     

(123,163

)

 

Change in net assets

   

123,230

     

20,042

   

Net Assets:

 

Beginning of period

   

3,824,590

     

3,804,548

   

End of period

 

$

3,947,820

   

$

3,824,590

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

271,402

   

$

370,884

   

Distributions reinvested

   

113,766

     

88,555

   

Cost of shares redeemed

   

(409,467

)

   

(522,396

)

 

Total Fund Shares

 

$

(24,299

)

 

$

(62,957

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

381,200

   

$

305,352

   

Distributions reinvested

   

104,489

     

83,607

   

Cost of shares redeemed

   

(354,935

)

   

(462,347

)

 

Total Institutional Shares

 

$

130,754

   

$

(73,388

)

 

Class A

 

Proceeds from shares issued

 

$

7,156

   

$

5,417

   

Distributions reinvested

   

2,563

     

2,069

   

Cost of shares redeemed

   

(8,191

)

   

(14,102

)

 

Total Class A

 

$

1,528

   

$

(6,616

)

 

Class C (a)

 

Proceeds from shares issued

 

$

2,484

   

$

18

   

Distributions reinvested

   

50

     

(b)

 

Cost of shares redeemed

   

(19

)

   

   

Total Class C

 

$

2,515

   

$

18

   

R6 Shares

 

Proceeds from shares issued

 

$

66,952

   

$

20,274

   

Distributions reinvested

   

1,669

     

83

   

Cost of shares redeemed

   

(7,797

)

   

(577

)

 

Total R6 Shares

 

$

60,824

   

$

19,780

   

Change in net assets resulting from capital transactions

 

$

171,322

   

$

(123,163

)

 

(a)  Class C commenced operations on June 29, 2020.

(b)  Amount is less than $1 thousand.

(continues on next page)

See notes to financial statements.

42


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA Intermediate-
Term Bond Fund
 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

24,607

     

34,243

   

Reinvested

   

10,340

     

8,176

   

Redeemed

   

(37,150

)

   

(48,491

)

 

Total Fund Shares

   

(2,203

)

   

(6,072

)

 

Institutional Shares

 

Issued

   

34,747

     

28,134

   

Reinvested

   

9,495

     

7,719

   

Redeemed

   

(32,129

)

   

(42,872

)

 

Total Institutional Shares

   

12,113

     

(7,019

)

 

Class A

 

Issued

   

652

     

498

   

Reinvested

   

233

     

191

   

Redeemed

   

(745

)

   

(1,309

)

 

Total Class A

   

140

     

(620

)

 

Class C (a)

 

Issued

   

225

     

2

   

Reinvested

   

5

     

   

Redeemed

   

(2

)

   

   

Total Class C

   

228

     

2

   

R6 Shares

 

Issued

   

6,143

     

1,884

   

Reinvested

   

151

     

8

   

Redeemed

   

(717

)

   

(53

)

 

Total R6 Shares

   

5,577

     

1,839

   

Change in Shares

   

15,855

     

(11,870

)

 

(a)  Class C commenced operations on June 29, 2020.

See notes to financial statements.

43


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Intermediate-Term Bond Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

11.21

     

0.28

(d)

   

0.25

     

0.53

     

(0.28

)

   

(0.40

)

 

July 31, 2020

 

$

10.78

     

0.36

(d)

   

0.58

     

0.94

     

(0.36

)

   

(0.15

)

 

July 31, 2019

 

$

10.33

     

0.38

     

0.46

     

0.84

     

(0.39

)

   

   

July 31, 2018

 

$

10.70

     

0.37

     

(0.37

)

   

     

(0.37

)

   

   

July 31, 2017

 

$

10.71

     

0.38

     

(0.01

)

   

0.37

     

(0.38

)

   

   

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

11.22

     

0.28

(d)

   

0.24

     

0.52

     

(0.28

)

   

(0.40

)

 

July 31, 2020

 

$

10.78

     

0.37

(d)

   

0.59

     

0.96

     

(0.37

)

   

(0.15

)

 

July 31, 2019

 

$

10.33

     

0.39

     

0.45

     

0.84

     

(0.39

)

   

   

July 31, 2018

 

$

10.70

     

0.38

     

(0.37

)

   

0.01

     

(0.38

)

   

   

July 31, 2017

 

$

10.72

     

0.39

     

(0.02

)

   

0.37

     

(0.39

)

   

   

Class A

 

Year Ended:

 

July 31, 2021

 

$

11.20

     

0.25

(d)

   

0.25

     

0.50

     

(0.25

)

   

(0.40

)

 

July 31, 2020

 

$

10.77

     

0.33

(d)

   

0.58

     

0.91

     

(0.33

)

   

(0.15

)

 

July 31, 2019

 

$

10.32

     

0.35

     

0.45

     

0.80

     

(0.35

)

   

   

July 31, 2018

 

$

10.69

     

0.34

     

(0.37

)

   

(0.03

)

   

(0.34

)

   

   

July 31, 2017

 

$

10.70

     

0.35

     

(0.01

)

   

0.34

     

(0.35

)

   

   

Class C

 

Year Ended:

 

July 31, 2021

 

$

11.20

     

0.16

(d)

   

0.27

     

0.43

     

(0.18

)

   

(0.40

)

 
June 29, 2020 (f)
through July 31, 2020
 

$

10.99

     

0.02

(d)

   

0.21

     

0.23

     

(0.02

)

   

   

R6 Shares

 

Year Ended:

 

July 31, 2021

 

$

11.22

     

0.29

(d)

   

0.25

     

0.54

     

(0.30

)

   

(0.40

)

 

July 31, 2020

 

$

10.79

     

0.37

(d)

   

0.59

     

0.96

     

(0.38

)

   

(0.15

)

 

July 31, 2019

 

$

10.33

     

0.41

     

0.46

     

0.87

     

(0.41

)

   

   

July 31, 2018

 

$

10.71

     

0.39

     

(0.38

)

   

0.01

     

(0.39

)

   

   
December 1, 2016 (f)
through July 31, 2017
 

$

10.38

     

0.26

     

0.33

     

0.59

     

(0.26

)

   

   

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

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment are calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning June 29, 2020, and July 1, 2019, for Class C and R6 Shares, respectively, and in effect through November 30, 2021, instead of coinciding with the Fund's fiscal year end. Details of the current

See notes to financial statements.

44


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Intermediate-Term Bond Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

   

(0.68

)

 

$

11.06

     

4.83

%

   

0.63

%

   

2.50

%

   

0.63

%

 

$

1,909,199

     

69

%

 

July 31, 2020

   

(0.51

)

 

$

11.21

     

8.94

%

   

0.58

%

   

3.32

%

   

0.58

%

 

$

1,960,334

     

73

%(e)

 

July 31, 2019

   

(0.39

)

 

$

10.78

     

8.28

%

   

0.64

%

   

3.71

%

   

0.64

%

 

$

1,949,989

     

35

%

 

July 31, 2018

   

(0.37

)

 

$

10.33

     

(0.03

)%

   

0.63

%

   

3.50

%

   

0.63

%

 

$

1,907,941

     

15

%

 

July 31, 2017

   

(0.38

)

 

$

10.70

     

3.52

%

   

0.63

%

   

3.57

%

   

0.63

%

 

$

1,949,102

     

13

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

   

(0.68

)

 

$

11.06

     

4.80

%

   

0.57

%

   

2.56

%

   

0.59

%

 

$

1,901,458

     

69

%

 

July 31, 2020

   

(0.52

)

 

$

11.22

     

9.11

%

   

0.51

%

   

3.39

%

   

0.52

%

 

$

1,791,887

     

73

%(e)

 

July 31, 2019

   

(0.39

)

 

$

10.78

     

8.35

%

   

0.58

%

   

3.77

%

   

0.58

%

 

$

1,798,154

     

35

%

 

July 31, 2018

   

(0.38

)

 

$

10.33

     

0.04

%

   

0.56

%

   

3.57

%

   

0.56

%

 

$

1,964,377

     

15

%

 

July 31, 2017

   

(0.39

)

 

$

10.70

     

3.51

%

   

0.56

%

   

3.64

%

   

0.56

%

 

$

2,049,723

     

13

%

 

Class A

 

Year Ended:

 

July 31, 2021

   

(0.65

)

 

$

11.05

     

4.55

%

   

0.91

%

   

2.22

%

   

0.92

%

 

$

46,911

     

69

%

 

July 31, 2020

   

(0.48

)

 

$

11.20

     

8.66

%

   

0.86

%

   

3.06

%

   

0.86

%

 

$

45,991

     

73

%(e)

 

July 31, 2019

   

(0.35

)

 

$

10.77

     

7.97

%

   

0.93

%

   

3.42

%

   

0.93

%

 

$

50,892

     

35

%

 

July 31, 2018

   

(0.34

)

 

$

10.32

     

(0.31

)%

   

0.90

%

   

3.22

%

   

0.90

%

 

$

53,308

     

15

%

 

July 31, 2017

   

(0.35

)

 

$

10.69

     

3.28

%

   

0.87

%

   

3.44

%

   

0.87

%

 

$

74,377

     

13

%

 

Class C

 

Year Ended:

 

July 31, 2021

   

(0.58

)

 

$

11.05

     

3.90

%

   

1.53

%

   

1.50

%

   

2.60

%

 

$

2,544

     

69

%

 
June 29, 2020 (f)
through July 31, 2020
   

(0.02

)

 

$

11.20

     

2.09

%

   

1.53

%

   

2.06

%

   

175.78

%

 

$

19

     

73

%(e)

 

R6 Shares

 

Year Ended:

 

July 31, 2021

   

(0.70

)

 

$

11.06

     

4.97

%

   

0.42

%

   

2.65

%

   

0.46

%

 

$

87,708

     

69

%

 

July 31, 2020

   

(0.53

)

 

$

11.22

     

9.14

%

   

0.39

%

   

3.45

%

   

0.46

%

 

$

26,359

     

73

%(e)

 

July 31, 2019

   

(0.41

)

 

$

10.79

     

8.66

%

   

0.39

%

   

3.96

%

   

0.74

%

 

$

5,513

     

35

%

 

July 31, 2018

   

(0.39

)

 

$

10.33

     

0.12

%

   

0.39

%

   

3.74

%

   

0.80

%

 

$

4,994

     

15

%

 
December 1, 2016 (f)
through July 31, 2017
   

(0.26

)

 

$

10.71

     

5.79

%

   

0.39

%

   

3.78

%

   

1.07

%

 

$

5,158

     

13

%

 

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

(f)  Commencement of operations.

See notes to financial statements.

45


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Intermediate-Term Bond Fund (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

46


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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 July 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

 

$

   

$

397,427

   

$

   

$

397,427

   

Collateralized Mortgage Obligations

   

     

738,528

     

     

738,528

   

Preferred Stocks

   

20,238

     

18,278

     

     

38,516

   

Senior Secured Loans

   

     

139,453

     

     

139,453

   

Corporate Bonds

   

     

1,038,070

     

     

1,038,070

   

Yankee Dollars

   

     

179,527

     

     

179,527

   

Municipal Bonds

   

     

183,806

     

     

183,806

   

U.S. Government Agency Mortgages

   

     

96,987

     

     

96,987

   

U.S. Treasury Obligations

   

     

831,530

     

     

831,530

   

Commercial Paper

   

     

336,879

     

     

336,879

   

Collateral for Securities Loaned

   

7,325

     

     

     

7,325

   

Total

 

$

27,563

   

$

3,960,485

   

$

   

$

3,988,048

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

3,246

   

$

   

$

   

$

3,246

   

Liabilities:

 

Futures Contracts

   

(a)

   

     

     

(a)

 

Total

 

$

3,246

   

$

   

$

   

$

3,246

   

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

(a)  Less than $1 thousand.

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

47


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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:

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.

48


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Bank Loans:

The Fund may invest in loan interests and direct debt instruments, generally referred to as bank loans, which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations), to suppliers of goods or services (in the case of trade claims or other receivables), or to other parties. These investments involve a risk of loss in case of the default, insolvency, or bankruptcy of the borrower.

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of July 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.

49


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Interest Rate Risk Exposure

 

$

3,246

   

$

**

 

*  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.

**  Less than $1 thousand.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended July 31, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized
as a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Interest Rate Risk Exposure

 

$

(5,065

)

 

$

1,956

   

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 discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

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


50


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

7,110

   

$

   

$

7,325

   

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 investment securities 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 (losses) from investment securities and foreign currency translations on the Statement of Operations.

Federal Income Taxes:

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

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

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or an 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

51


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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 July 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

25,900

   

$

24,100

   

$

   

3. Purchases and Sales:

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

Excluding
U.S. Government Securities
 
U.S. Government Securities
 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

1,660,761

   

$

2,256,220

   

$

790,890

   

$

266,571

   

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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

1.0

%

 

USAA Target Retirement Income Fund

   

0.1

%

 

USAA Target Retirement 2030 Fund

   

0.4

%

 

USAA Target Retirement 2040 Fund

   

0.3

%

 

USAA Target Retirement 2050 Fund

   

0.0

%*

 

USAA Target Retirement 2060 Fund

   

0.0

%*

 

*  Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is 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.


52


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended July 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 Core Plus Bond Funds Index. The Lipper Core Plus Bond Funds Index tracks the total return performance of the largest funds within the Lipper Core Plus Bond Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the 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 Core Plus Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance fees were $1,043, $969, $19, less than $1, and $12 for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares in thousands, respectively. Performance adjustments were 0.05%, 0.05%, 0.04%, less than 0.01%, and 0.03% for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, 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


53


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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, Class A, Class C, and R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A 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 July 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

54


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the year ended July 31, 2021, the Distributor received approximately $2 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 July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.59%, 0.52%, 0.87%, 1.53%, and 0.39% for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively.

Under 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 July 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 July 31, 2021.

Expires
2022
  Expires
2023
  Expires
2024
  Total  
$

4

   

$

200

   

$

280

   

$

484

   

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 July 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.

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.


55


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events.

LIBOR Discontinuation Risk — Many debt securities, derivatives, and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in 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

56


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 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 July 31, 2021, were as follows (amounts in thousands):





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

Borrower

 

$

   

$

8,515

     

12

     

0.61

%

 

$

21,920

   

*  For the year ended July 31, 2021, based on the number of days borrowings were outstanding.

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.


57


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 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

 
$

748

   

$

(748

)

 

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 July 31, 2021

 

Year Ended July 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
 
       

$

145,986

   

$

82,928

   

$

228,914

   

$

148,509

   

$

31,550

   

$

180,059

   

As of July 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)
  Distributions
Payable
  Accumulated
Earnings
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 

$

31,763

   

$

57,433

   

$

(17

)

 

$

(185

)

 

$

88,994

   

$

142,427

   

$

231,421

   

*  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 hybrid accruals interest purchased.

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

As of July 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)
 
$

3,845,621

   

$

157,325

   

$

(14,898

)

 

$

142,427

   

58


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

9. 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 July 31, 2021 were as follows (amounts in thousands):

    Fair Value
7/31/2020
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
7/31/21
  Dividend
Income
 
Delphi Financial Group, Inc.,
3.35% (LIBOR03M+
319.00bps), 5/15/37
 

$

7,770

   

$

   

$

   

$

   

$

   

$

462

   

$

8,232

   

$

327

   

59


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Intermediate-Term Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Intermediate-Term Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 31, 2021, by correspondence with the custodian, agent banks and brokers or by other appropriate auditing procedures where replies from brokers or agent banks 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
September 29, 2021


60


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 

61


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 

62


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.

63


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 

64


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.

65


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 

66


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,016.40

   

$

1,021.62

   

$

3.20

   

$

3.21

     

0.64

%

 

Institutional Shares

   

1,000.00

     

1,016.70

     

1,021.92

     

2.90

     

2.91

     

0.58

%

 

Class A

   

1,000.00

     

1,015.90

     

1,020.23

     

4.60

     

4.61

     

0.92

%

 

Class C

   

1,000.00

     

1,011.90

     

1,017.21

     

7.63

     

7.65

     

1.53

%

 

R6 Shares

   

1,000.00

     

1,017.50

     

1,022.71

     

2.10

     

2.11

     

0.42

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

67


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):





  Qualified
Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest
Income
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
         

1

%

   

95

%

 

$

50,529

   

$

82,928

   


68


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 Fund's 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 Fund's 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.

69


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  

40050-0921


JULY 31, 2021

Annual Report

USAA High Income 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 Capital 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

    27    

Statement of Operations

    28    

Statements of Changes in Net Assets

    29    

Financial Highlights

    32    

Notes to Financial Statements

   

36

   
Report of Independent
Registered Public Accounting Firm
   

48

   

Supplemental Information (Unaudited)

   

49

   

Trustees' and Officers' Information

    49    

Proxy Voting and Portfolio Holdings Information

    55    

Expense Examples

    55    

Additional Federal Income Tax Information

    56    

Liquidity Risk Management Program

    57    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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


1


(Unaudited)

Dear Shareholder,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past


2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust


3


USAA Mutual Funds Trust

USAA High Income Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Unprecedented is a word that has been used quite a bit over the last year or so. Never in the history of the United States (and most, if not all, of the world for that matter) has most of the country's economy been put into a self-imposed shut down. The COVID-19 pandemic was the reason for this self-imposed shutdown, which led to unprecedented economic results. For example, at its low point, U.S. employment shrank by almost 21 million people in one month alone. The pre-COVID-19 unemployment rate jumped from a very low 3.5% to a high of 14.8%, all in a matter of two months. Similarly, real GDP saw a collapse of -31.2% in the second quarter of 2020. While these numbers are unprecedented, there was other human and economic damage that stemmed from the pandemic, including bankruptcies (both business and personal), deferred health care, and other human tragedies that are difficult, if not impossible, to measure.

Thankfully, the United States and the world are beginning to emerge from this unprecedented tragedy. Most states have lifted their lockdowns, and life has begun returning to normal. The economy started adding jobs in May 2020, but still remains about five million jobs short of the jobs that were lost during the pandemic, but we are seeing progress every month. Likewise, GDP jumped 33.8% in the third quarter of 2020, and has been relatively strong since. One result of returning to normal, however, has been a surge in inflation.

Higher inflation was a trigger that led to the recent increase in interest rates, causing the yield curve to steepen, especially in the one year and longer part of the Treasury curve, as the market began pricing in increases in the short term Federal Funds rate. The widely followed Consumer Price Index ("CPI") began showing the effects of the economy getting back to normal in March 2021, as CPI posted a 2.6% increase, and then a string of higher monthly numbers: 4.2%, 5%, 5.40%, and 5.40% from April through July 2021, respectively. While these rates are higher than they have been, this increase is likely transitory, as most of the increase has been in used car prices, gasoline, and rents, demand for which was suppressed during the pandemic. In fact, if we take the average monthly CPI from March 2020 through July 2021 (to account for lower CPI during the pandemic), the average is 2.1%, which is just slightly over the 2019 average monthly CPI of 1.82%.

Credit spreads spiked in March 2020 and hit their high point at 373 basis points ("bps"), but decreased relatively quickly during the year. They are now lower than pre-pandemic spreads: the Bloomberg U.S. Aggregate Investment Grade Corporate Index option adjusted spread was 93 bps at December 31, 2019, and ended July 2021 at 86 bps. Year over year by ratings, AAA, AA, A, and BBB spreads fell by 13, 29, 31, and 66 bps, respectively. High-yield spreads decreased by 195 bps. (Spreads generally are considered an indication of risk; the wider the spread, the greater the perceived risk.)


4


USAA Mutual Funds Trust

USAA High Income Fund (continued)

Managers' Commentary (continued)

No doubt, the unprecedented stimulus from the federal and state governments, in the form of direct payments to consumers and businesses (funded by unprecedented borrowing), helped calm markets and allowed out of work employees to manage for a time without a paycheck. Likewise, the U.S. Federal Reserve (the "Fed") corporate bond buying programs and effectively zero short term interest rates helped the credit markets stay open. Many corporations took advantage of cheap funding and borrowed heavily to have adequate cash to help survive the lockdowns.

For its part, the Fed appears committed to an effectively zero Federal Funds rate for the near term, indicating no increases until 2023. Although Treasury rates have recently risen and the yield curve has steepened, rates remain below year end 2019 by 152 bps at the short end of the curve, 68 bps for the 10 year, and by 50 bps at the long end.

High-yield credit spreads tightened for the reporting period. Credit spreads based on the Bloomberg U.S. High Yield 2% Issuer Capped Index began the period at 490 bps, then tightened to 194 bps in response to COVID-19, and ended the reporting period at 296 bps due to a better economic outlook as the economy reopened after the COVID-19 shutdown. (A basis point is 1/100th of a percentage point.) Higher-rated BB bonds had the strongest returns for the period, followed by single B-rated bonds and then lower-rated CCC bonds.

Historically, high-yield securities tend to perform between stocks and high- quality bonds, generally with less volatility, which can potentially provide long-term investors with a significant diversification advantage. The high-yield asset class performed as expected during the reporting period, the S&P 500® Index produced a return of almost 37%, while the total return for intermediate-term U.S. Treasurys was around -5%. The Bloomberg 2% Issuer Capped Index had a total return of 10.62% during the period.

High-yield bond default expectations fell to well below historical averages at the end of the reporting period. According to JP Morgan, the U.S. high-yield latest-12-month default rate was 1.10% in July 2021 and is expected to trend downwards for the remainder of the calendar year.

•  How did the USAA High Income Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and R6 Shares. For the reporting period ended July 31, 2021, the Fund Shares, Institutional Shares, Class A, and R6 Shares had total returns of 11.84%, 11.93%, 11.58%, and 12.25%, respectively. This compares to returns of 10.62% for the Bloomberg U.S. High Yield 2% Issuer Capped Index (the "Index") and 11.85% for the Lipper High Yield Bond Funds Index.


5


USAA Mutual Funds Trust

USAA High Income Fund (continued)

Managers' Commentary (continued)

•  What strategies did you employ during the reporting period?

The Fund produced a positive total return during the reporting period ended July 31, 2021, and outperformed its Index. The portfolio benefited from the income generated by its holdings, and an increase in prices during the reporting period.

Relative to the Index, the Fund's selection of high-yield corporate bonds added to performance. Off-index positions in equities, bank loans and government-related securities also added to returns. Cash and high-yield ETFs, which are used for cash management purposes, detracted from performance. In particular, the Fund was helped by its investments in the metals and mining, banking, and natural gas sectors. Positioning in the leisure, retail, and exploration & production sectors detracted from performance.

During the period, we increased our holdings in higher-rated credits as the lowest-rated credits tightened to unusually low spreads. Due to market inflation fears, we also decreased duration in order to keep the fund more closely aligned with the index and maintained a position in floating-rate bank loans. We also decreased our large overweight to metals and mining due to strong performance in the sector.

We continued to build the portfolio bond by bond, looking for relative value opportunities within the high-yield bond market while continuing to maintain a diversified, liquid portfolio. We seek ideas where our fundamental understanding of the credit risk is different than that of the market, working with our team of analysts to evaluate each potential investment individually, rather than on the basis of thematic trends. Our analysts continued to analyze and monitor every holding in the portfolio.

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


6


USAA Mutual Funds Trust

USAA High Income Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

 

Fund Shares

  Institutional
Shares
 

Class A

 

R6 Shares

     

 

INCEPTION DATE

 

8/2/99

 

8/1/08

 

8/2/10

 

12/1/16

     

 

  Net
Asset
Value
  Net
Asset
Value
  Net
Asset
Value
  Maximum
Offering
Price
  Net
Asset
Value
  Bloomberg
U.S. High Yield
2% Issuer
Capped
Index1
  Lipper
High Yield
Bond
Funds
Index2
 

One Year

   

11.84

%

   

11.93

%

   

11.58

%

   

9.09

%

   

12.25

%

   

10.62

%

   

11.85

%

 

Five Year

   

5.90

%

   

5.96

%

   

5.67

%

   

5.20

%

   

NA

     

6.98

%

   

6.45

%

 

Ten Year

   

5.61

%

   

5.72

%

   

5.38

%

   

5.14

%

   

NA

     

6.57

%

   

5.83

%

 

Since Inception

   

NA

     

NA

     

NA

     

NA

     

5.86

%

   

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 ("MOP") 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 High Income Fund — Growth of $10,000

1The Bloomberg U.S. High Yield 2% Issuer Capped Index is an index comprised of fixed rate, non-investment grade debt securities that are dollar denominated and nonconvertible. The index limits the maximum exposure to any one issuer to 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. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barlcays fixed income indices as "Bloomberg Indices."

2The Lipper High Yield Bond Funds Index tracks the total return performance of the funds within the Lipper High Yield Funds category. 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 shares.

Past performance is not indicative of future results.


7


USAA Mutual Funds Trust
USAA High Income Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks an attractive total return primarily through high current income and secondarily through capital appreciation.

Sector Allocation*

July 31, 2021
(% of Net Assets)

*Does not include futures contracts, 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.


8


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (0.1%)

 

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

 

$

2,351

   

$

2,348

   

Total Asset-Backed Securities (Cost $2,351)

   

2,348

   

Collateralized Mortgage Obligations (0.0%) (b)

 
Banc of America Commercial Mortgage Trust, Series 2008-1, Class AJ,
6.57%, 2/10/51 (c)
   

163

     

163

   
CHL Mortgage Pass-Through Trust, Series 2004-25, Class 1A6, 1.05%
(LIBOR01M+96bps), 2/25/35, Callable 8/25/21 @ 100 (d)
   

1,091

     

111

   
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL,
0.28% (LIBOR01M+19bps), 2/15/40 (d)
   

50

     

50

   
Credit Suisse First Boston Mortgage Securities Corp., Series 1998-C1, Class AX,
2.29%, 5/17/40, Callable 9/11/21 @ 100 (c) (e)
   

34

     

(f)

 

Total Collateralized Mortgage Obligations (Cost $688)

   

324

   

Common Stocks (1.9%)

 

Communication Services (0.4%):

 

AT&T, Inc.

   

33,780

     

948

   

Clear Channel Outdoor Holdings, Inc. (g)

   

163,905

     

436

   

Comcast Corp. Class A

   

35,304

     

2,077

   

Frontier Communications Parent, Inc. (g)

   

22,253

     

666

   

iHeartMedia, Inc. Class A (g)

   

32,291

     

835

   

Lumen Technologies, Inc.

   

63,000

     

786

   

Verizon Communications, Inc.

   

19,653

     

1,095

   
     

6,843

   

Consumer Discretionary (0.0%): (b)

 

Las Vegas Sands Corp. (g) (h)

   

13,500

     

572

   

Energy (0.5%):

 

Bonanza Creek Energy, Inc.

   

23,195

     

892

   
BP PLC, ADR    

53,764

     

1,300

   

Chesapeake Energy Corp. (i)

   

53,646

     

2,900

   

GenOn Energy, Inc. (g) (j) (k)

   

16,168

     

2,102

   

Nine Point Energy (g) (j) (k)

   

2,678,202

     

(f)

 

Paragon Litigation (g) (j) (k)

   

3,813

     

25

   

Paragon Litigation (g) (j) (k)

   

2,542

     

(f)

 

Royal Dutch Shell PLC, ADR

   

32,263

     

1,311

   

Sabine Oil & Gas Holdings, Inc. (g) (j) (k)

   

2,824

     

18

   

SandRidge Energy, Inc. (g)

   

584

     

3

   

Thunderbird Resources (g) (j) (k)

   

22,883

     

7

   
     

8,558

   

Financials (0.5%):

 

CME Group, Inc.

   

13,217

     

2,804

   

JPMorgan Chase & Co.

   

13,379

     

2,031

   

KeyCorp

   

111,918

     

2,199

   

Regions Financial Corp.

   

109,207

     

2,102

   
     

9,136

   

See notes to financial statements.


9


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Shares or
Principal
Amount
 

Value

 

Health Care (0.3%):

 

AbbVie, Inc.

   

9,275

   

$

1,079

   

CVS Health Corp.

   

18,400

     

1,515

   

Merck & Co., Inc.

   

18,177

     

1,397

   
     

3,991

   

Materials (0.1%):

 

LyondellBasell Industries NV Class A

   

19,215

     

1,908

   

Real Estate (0.1%):

 

Crown Castle International Corp.

   

12,489

     

2,412

   

Total Common Stocks (Cost $27,453)

   

33,420

   

Preferred Stocks (2.0%)

 

Communication Services (0.3%):

 

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

   

192,291

     

4,876

   

Consumer Staples (0.7%):

 

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

   

109,326

     

3,139

   

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

   

114,391

     

3,243

   

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

   

50,200

     

5,043

   
     

11,425

   

Energy (0.6%):

 

NuStar Logistics LP, 6.86% (LIBOR03M+673bps), 1/15/43 (d) (h)

   

520,301

     

13,148

   

Financials (0.2%):

 

U.S. Bancorp, non-cumulative, Series A, 3.50% (LIBOR03M+102bps) (d) (i) (l)

   

3,000

     

2,918

   

Real Estate (0.2%):

 

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

   

45,314

     

2,877

   

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

   

5,310

     

369

   
     

3,246

   

Total Preferred Stocks (Cost $32,361)

   

35,613

   

Warrants (0.0%) (b)

 

Energy (0.0%):

 

SandRidge Energy, Inc. (k)

   

14,270

     

(f)

 

SandRidge Energy, Inc.

   

6,008

     

(f)

 
     

(f)

 

Total Warrants (Cost $—)

   

(f)

 

Convertible Corporate Bonds (0.1%)

 

Energy (0.1%):

 

Cheniere Energy, Inc., 4.25%, 3/15/45, Callable 9/15/21 @ 83.96

 

$

1,500

     

1,244

   

Total Convertible Corporate Bonds (Cost $1,098)

   

1,244

   

Senior Secured Loans (1.8%)

 
CITGO Petroleum Corp., 2019 Incremental Term B Loans, First Lien, 7.25%
(LIBOR06M+625bps), 3/22/24, Callable 9/5/21 @ 100 (d)
   

2,139

     

2,141

   

See notes to financial statements.


10


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Daseke Cos., Inc., 3/9/28, Callable 9/5/21 @ 101 (s)

 

$

998

   

$

995

   
Envision Healthcare Corp., Initial Term Loans, First Lien, 3.92%
(LIBOR01M+375bps), 10/11/25, Callable 9/5/21 @ 100 (d)
   

5

     

4

   
Getty Images, Inc., Initial Dollar Term Loans, First Lien, 4.63%
(LIBOR01M+450bps), 2/19/26, Callable 9/5/21 @ 100 (d)
   

2,897

     

2,889

   
Graham Packaging Co., Inc., 3.75% (LIBOR01M+300bps), 8/4/27, Callable
8/26/21 @ 100 (d)
   

1,466

     

1,456

   
H-Food Holdings LLC, Initial Term Loan, First Lien, 3.86% (LIBOR01M+369bps),
5/31/25, Callable 9/5/21 @ 100 (d)
   

1,970

     

1,948

   

Indy US Bidco LLC, 3/5/28 (s)

   

499

     

498

   
Lealand Finance Co. BV, Make Whole Term Loan, First Lien, 3.10%
(LIBOR01M+300bps), 6/30/24 (d) (k)
   

39

     

23

   
Lealand Finance Co. BV, Take-Back Term Loan, First Lien, 1.10%
(LIBOR01M+100bps), 6/30/25 (d) (k)
   

332

     

149

   
Lucid Energy Group II Borrower LLC, Initial Term Loan, First Lien, 4.00%
(LIBOR01M+300bps), 2/18/25, Callable 9/5/21 @ 100 (d)
   

1,920

     

1,883

   
Mitchell International, Inc., Initial Term Loans Second Lien, 7.35%
(LIBOR01M+725bps), 11/30/25 (d)
   

3,000

     

3,004

   

Paya, Inc., 6/17/28 (s)

   

1,000

     

1,000

   
Pregis Topco LLC, Initial Term Loan, First Lien, 4.17% (LIBOR01M+375bps),
7/25/26, Callable 9/5/21 @ 100 (d)
   

1,478

     

1,476

   

Quicksilver Resources, Inc., 6/21/19, Callable 8/31/16 @ 100 (j) (k) (s)

   

3,993

     

6

   

Rackspace Technology Global, Inc., 2/15/28, Callable 9/5/21 @ 100 (s)

   

499

     

492

   

Polaris Newco, LLC, 6/4/28, Callable 9/5/21 @ 101 (s)

   

1,250

     

1,248

   

Sunshine Luxembourg VII Sarl, 10/2/26, Callable 9/5/21 @ 101 (s)

   

2,985

     

2,985

   
Team Health Holdings, Inc., Initial Term Loans, First Lien, 3.75%
(LIBOR01M+275bps), 2/6/24, Callable 9/5/21 @ 100 (d)
   

5,877

     

5,675

   

Whatabrands LLC, 7/21/28 (m) (s)

   

1,500

     

1,492

   
Wok Holdings, Inc., Initial Term Loans, First Lien, 6.35%
(LIBOR01M+625bps), 3/1/26, Callable 9/5/21 @ 100 (d)
   

2,933

     

2,876

   

Total Senior Secured Loans (Cost $36,020)

   

32,240

   

Corporate Bonds (72.3%)

 

Communication Services (12.6%):

 

AMC Networks, Inc., 4.25%, 2/15/29, Callable 2/15/24 @ 102.13 (h)

   

5,000

     

4,999

   

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

   

2,000

     

2,128

   
CCO Holdings LLC / CCO Holdings Capital Corp., 4.50%, 6/1/33, Callable
6/1/27 @ 102.25 (a)
   

5,000

     

5,200

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

23,000

     

24,395

   

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

   

5,000

     

5,253

   

4.50%, 5/1/32, Callable 5/1/26 @ 102.25

   

1,000

     

1,046

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

3,000

     

3,373

   

7.65%, 3/15/42

   

6,621

     

7,496

   
Charter Communications Operating LLC/Charter Communications Operating
Capital, 3.50%, 6/1/41, Callable 12/1/40 @ 100
   

3,000

     

3,063

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

6,000

     

6,133

   

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

   

4,000

     

4,200

   

See notes to financial statements.


11


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

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

$

1,667

   

$

1,713

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

1,000

     

1,058

   

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

   

3,000

     

3,274

   

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

   

4,500

     

4,975

   

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

   

11,000

     

11,476

   

5.00%, 11/15/31, Callable 11/15/26 @ 102.5 (a)

   

1,000

     

1,007

   
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 5.88%, 8/15/27, Callable
8/15/23 @ 104.41 (a) (m)
   

1,000

     

1,035

   
Dish DBS Corp.
5.00%, 3/15/23
   

5,000

     

5,227

   

5.88%, 11/15/24

   

4,000

     

4,312

   

7.75%, 7/1/26

   

7,000

     

7,995

   

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

   

2,000

     

2,164

   

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

   

5,000

     

5,601

   

Frontier Communications Corp., 6.75%, 5/1/29, Callable 5/1/24 @ 103.38 (a)

   

2,000

     

2,145

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

2,000

     

2,070

   

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

   

500

     

497

   

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

   

2,714

     

2,891

   

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

   

394

     

416

   

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

   

1,000

     

1,061

   

Lumen Technologies, Inc., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (a)

   

2,000

     

2,053

   

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

   

2,000

     

2,100

   

Meredith Corp., 6.88%, 2/1/26, Callable 9/7/21 @ 103.44 (i)

   

4,492

     

4,672

   
Netflix, Inc.
4.88%, 4/15/28
   

2,500

     

2,922

   

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

   

3,500

     

4,219

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

4,000

     

4,230

   

4.75%, 11/1/28, Callable 11/1/23 @ 102.38 (a)

   

2,000

     

2,065

   

Rackspace Technology Global, Inc., 3.50%, 2/15/28, Callable 2/15/24 @ 101.75 (a)

   

1,000

     

964

   

Salem Media Group, Inc., 6.75%, 6/1/24, Callable 9/7/21 @ 101.69 (a) (i)

   

4,000

     

3,894

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

500

     

500

   

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

   

500

     

500

   

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

   

8,000

     

8,021

   

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

   

5,000

     

5,161

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

10,000

     

11,800

   

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

   

10,000

     

12,210

   

TEGNA, Inc., 5.00%, 9/15/29, Callable 9/15/24 @ 102.5 (h)

   

6,000

     

6,269

   
T-Mobile USA, Inc.
2.63%, 4/15/26, Callable 4/15/23 @ 101.31
   

8,000

     

8,193

   

4.75%, 2/1/28, Callable 2/1/23 @ 102.38

   

5,000

     

5,334

   
Univision Communications, Inc.
9.50%, 5/1/25, Callable 5/1/22 @ 104.75 (a)
   

3,000

     

3,287

   

4.50%, 5/1/29, Callable 5/1/24 @ 102.25 (a)

   

1,000

     

1,003

   

See notes to financial statements.


12


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Zayo Group Holdings, Inc.
4.00%, 3/1/27, Callable 9/7/21 @ 102 (a)
 

$

1,500

   

$

1,494

   

6.13%, 3/1/28, Callable 3/1/23 @ 103.06 (a) (i)

   

5,000

     

5,086

   

Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/27, Callable 1/15/22 @ 102.88 (a)

   

500

     

510

   
     

222,690

   

Consumer Discretionary (8.3%):

 

Asbury Automotive Group, Inc., 4.75%, 3/1/30, Callable 3/1/25 @ 102.38

   

3,000

     

3,189

   
Ashton Woods USA LLC/Ashton Woods Finance Co.
6.75%, 8/1/25 (a)
   

4,000

     

4,135

   

9.88%, 4/1/27, Callable 4/1/22 @ 107.41 (a)

   

2,000

     

2,226

   

Beazer Homes USA, Inc., 7.25%, 10/15/29, Callable 10/15/24 @ 103.63

   

6,300

     

6,917

   

Boyd Gaming Corp., 4.75%, 12/1/27, Callable 12/1/22 @ 102.38

   

1,000

     

1,036

   
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/25, Callable
8/17/21 @ 102.63 (a)
   

4,000

     

4,030

   

Carnival Corp., 9.88%, 8/1/27, Callable 2/1/24 @ 104.94 (a)

   

6,065

     

6,931

   
Clarios Global LP/Clarios US Finance Co., 8.50%, 5/15/27, Callable
5/15/22 @ 104.25 (a)
   

3,500

     

3,778

   

Cooper-Standard Automotive, Inc., 13.00%, 6/1/24, Callable 6/1/22 @ 106.5 (a)

   

500

     

567

   

Everi Holdings, Inc., 5.00%, 7/15/29, Callable 7/15/24 @ 102.5 (a)

   

1,000

     

1,023

   
Ford Motor Co.
9.00%, 4/22/25, Callable 3/22/25 @ 100 (h)
   

3,000

     

3,692

   

6.63%, 10/1/28

   

13,000

     

15,610

   

GPC Merger Sub, Inc., 7.13%, 8/15/28, Callable 8/15/23 @ 103.56 (a)

   

2,000

     

2,137

   

Group 1 Automotive, Inc., 4.00%, 8/15/28, Callable 8/15/23 @ 102 (a)

   

1,500

     

1,539

   
Hilton Domestic Operating Co., Inc.
4.00%, 5/1/31, Callable 5/1/26 @ 102 (a)
   

2,500

     

2,560

   

3.63%, 2/15/32, Callable 8/15/26 @ 101.81 (a)

   

3,000

     

2,993

   

KB Home, 4.80%, 11/15/29, Callable 5/15/29 @ 100 (i)

   

3,000

     

3,277

   

L Brands, Inc., 6.95%, 3/1/33 (i)

   

3,000

     

3,678

   

M/I Homes, Inc., 4.95%, 2/1/28, Callable 2/1/23 @ 103.71

   

4,500

     

4,729

   

Magic Mergerco, Inc., 5.25%, 5/1/28, Callable 11/1/23 @ 102.63 (a)

   

3,000

     

3,105

   
Marriott Ownership Resorts, Inc.
4.75%, 1/15/28, Callable 9/15/22 @ 102.38
   

2,000

     

2,023

   

4.50%, 6/15/29, Callable 6/15/24 @ 102.25 (a)

   

1,000

     

1,007

   

Mattel, Inc., 3.75%, 4/1/29, Callable 4/1/24 @ 101.88 (a) (i)

   

3,000

     

3,162

   
MGM Resorts International
6.75%, 5/1/25, Callable 5/1/22 @ 103.38
   

3,000

     

3,186

   

4.75%, 10/15/28, Callable 7/15/28 @ 100

   

4,000

     

4,221

   

Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a) (i)

   

721

     

720

   
Newell Brands, Inc.
4.88%, 6/1/25, Callable 5/1/25 @ 100
   

3,000

     

3,328

   

5.87%, 4/1/36, Callable 10/1/35 @ 100

   

3,500

     

4,438

   
Nordstrom, Inc.
4.38%, 4/1/30, Callable 1/1/30 @ 100 (i)
   

2,000

     

2,100

   

4.25%, 8/1/31, Callable 5/1/31 @ 100

   

3,000

     

3,156

   
Northwest Fiber LLC/Northwest Fiber Finance Sub, Inc.
6.00%, 2/15/28, Callable 2/15/24 @ 103 (a)
   

2,000

     

1,969

   

10.75%, 6/1/28, Callable 6/1/23 @ 105.38 (a)

   

1,000

     

1,124

   
Scientific Games International, Inc., 8.25%, 3/15/26, Callable
3/15/22 @ 104.13 (a)
   

6,000

     

6,380

   

See notes to financial statements.


13


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Taylor Morrison Communities, Inc., 5.75%, 1/15/28, Callable 10/15/27 @ 100 (a)

 

$

5,000

   

$

5,648

   

Tesla, Inc., 5.30%, 8/15/25, Callable 8/15/21 @ 102.65 (a)

   

7,000

     

7,189

   

Trident TPI Holdings, Inc., 6.63%, 11/1/25, Callable 8/17/21 @ 103.31 (a)

   

3,000

     

3,071

   
USA Compression Partners LP / USA Compression Finance, 6.88%, 4/1/26,
Callable 9/7/21 @ 105.16
   

3,000

     

3,141

   
Weekley Homes LLC/Weekley Finance Corp., 4.88%, 9/15/28, Callable
9/15/23 @ 102.44 (a)
   

2,000

     

2,070

   
Williams Scotsman International, Inc., 4.63%, 8/15/28, Callable
8/15/23 @ 102.31 (a)
   

1,000

     

1,033

   

Wolverine World Wide, Inc., 6.38%, 5/15/25 (a)

   

2,500

     

2,684

   

Wyndham Hotels & Resorts, Inc., 4.38%, 8/15/28, Callable 8/15/23 @ 102.19 (a) (i)

   

3,000

     

3,097

   
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.13%, 10/1/29,
Callable 7/1/29 @ 100 (a)
   

1,000

     

1,040

   

Yum! Brands, Inc., 4.75%, 1/15/30, Callable 10/15/29 @ 100 (a)

   

4,000

     

4,381

   
     

147,320

   

Consumer Staples (3.5%):

 
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 5.75%,
3/15/25, Callable 9/7/21 @ 102.88
   

1,920

     

1,960

   

Coty, Inc., 6.50%, 4/15/26, Callable 9/7/21 @ 104.88 (a) (i)

   

4,500

     

4,522

   
Edgewell Personal Care Co.
5.50%, 6/1/28, Callable 6/1/23 @ 102.75 (a)
   

1,000

     

1,059

   

4.13%, 4/1/29, Callable 4/1/24 @ 102.06 (a)

   

2,500

     

2,516

   
H-Food Holdings LLC/Hearthside Finance Co., Inc., 8.50%, 6/1/26, Callable
9/7/21 @ 104.25 (a)
   

4,000

     

4,172

   

JBS Investments II GmbH, 5.75%, 1/15/28, Callable 7/15/22 @ 102.88 (a)

   

1,500

     

1,586

   
Kraft Heinz Foods Co.
4.25%, 3/1/31, Callable 12/1/30 @ 100 (h)
   

1,500

     

1,728

   

4.38%, 6/1/46, Callable 12/1/45 @ 100

   

7,000

     

8,051

   

NBM US Holdings, Inc., 6.63%, 8/6/29, Callable 8/6/24 @ 103.31 (a)

   

3,000

     

3,365

   

Performance Food Group, Inc., 4.25%, 8/1/29, Callable 8/1/24 @ 102.13 (a)

   

5,000

     

5,086

   

Pilgrim's Pride Corp., 5.88%, 9/30/27, Callable 9/30/22 @ 102.94 (a)

   

3,000

     

3,208

   
Post Holdings, Inc.
5.75%, 3/1/27, Callable 3/1/22 @ 102.88 (a)
   

3,000

     

3,126

   

5.50%, 12/15/29, Callable 12/15/24 @ 102.75 (a)

   

2,500

     

2,678

   

4.63%, 4/15/30, Callable 4/15/25 @ 102.31 (a)

   

3,000

     

3,057

   
Spectrum Brands, Inc.
5.50%, 7/15/30, Callable 7/15/25 @ 102.75 (a)
   

500

     

544

   

3.88%, 3/15/31, Callable 3/15/26 @ 101.94 (a)

   

2,500

     

2,501

   

Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (a)

   

1,000

     

1,001

   
U.S. Foods, Inc.
6.25%, 4/15/25, Callable 4/15/22 @ 103.13 (a)
   

2,000

     

2,110

   

4.75%, 2/15/29, Callable 2/15/24 @ 102.38 (a)

   

6,000

     

6,118

   
     

58,388

   

Energy (9.9%):

 
Alliance Resource Operating Partners LP/Alliance Resource Finance Corp.,
7.50%, 5/1/25, Callable 9/7/21 @ 103.75 (a)
   

2,000

     

2,020

   

Apache Corp., 4.38%, 10/15/28, Callable 7/15/28 @ 100

   

5,000

     

5,294

   
Blue Racer Midstream LLC/Blue Racer Finance Corp., 7.63%, 12/15/25,
Callable 12/15/22 @ 103.81 (a)
   

1,500

     

1,616

   

See notes to financial statements.


14


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Bonanza Creek Energy, Inc., 7.50%, 4/30/26, Callable 8/17/21 @ 107.5

 

$

482

   

$

483

   

Buckeye Partners LP, 5.60%, 10/15/44, Callable 4/15/44 @ 100

   

4,000

     

3,964

   

California Resources Corp., 7.13%, 2/1/26, Callable 2/1/23 @ 103.57 (a)

   

3,000

     

3,066

   

Carrizo Oil & Gas, Inc., 8.25%, 7/15/25, Callable 9/7/21 @ 104.13

   

3,000

     

2,885

   

Citgo Holding, Inc., 9.25%, 8/1/24, Callable 9/7/21 @ 104.63 (a)

   

1,000

     

997

   

Colgate Energy Partners III LLC, 5.88%, 7/1/29, Callable 7/1/24 @ 102.94 (a)

   

1,250

     

1,297

   

CONSOL Energy, Inc., 11.00%, 11/15/25, Callable 11/15/21 @ 105.5 (a)

   

2,000

     

2,008

   

Continental Resources, Inc., 5.75%, 1/15/31, Callable 7/15/30 @ 100 (a)

   

5,000

     

6,029

   
CrownRock LP/CrownRock Finance, Inc., 5.00%, 5/1/29, Callable
5/1/24 @ 102.5 (a)
   

2,000

     

2,089

   
CSI Compressco LP/CSI Compressco Finance, Inc., 7.50%, 4/1/25, Callable
9/7/21 @ 105.63 (a)
   

1,163

     

1,171

   
CSI Compressco LP/CSI Compressco Finance, Inc. PIK, 10.00%, 4/1/26, Callable
4/1/23 @ 107.5 (a) (i) (n)
   

3,716

     

3,425

   
DCP Midstream Operating LP
5.13%, 5/15/29, Callable 2/15/29 @ 100
   

2,000

     

2,231

   

6.75%, 9/15/37 (a)

   

2,030

     

2,525

   

DT Midstream, Inc., 4.38%, 6/15/31, Callable 6/15/26 @ 102.19 (a)

   

2,000

     

2,075

   
Encino Acquisition Partners Holdings LLC, 8.50%, 5/1/28, Callable
5/1/24 @ 104.25 (a)
   

2,000

     

2,000

   
Endeavor Energy Resources LP/EER Finance, Inc., 6.63%, 7/15/25, Callable
7/15/22 @ 103.31 (a)
   

2,000

     

2,116

   
Energy Transfer Operating LP, 3.19% (LIBOR03M+302bps), 11/1/66, Callable
9/7/21 @ 100 (d)
   

3,000

     

2,468

   
Energy Transfer, LP, 7.12% (H15T5Y+531bps), 12/31/99, Callable
5/15/30 @ 100 (d) (l)
   

3,000

     

3,094

   
Enlink Midstream Partners LP, 6.00% (LIBOR03M+411bps), 12/31/99, Callable
12/15/22 @ 100 (d) (i) (l)
   

1,500

     

1,158

   
Enterprise Products Operating LLC, 2.91% (LIBOR03M+278bps), 6/1/67,
Callable 9/7/21 @ 100 (d)
   

3,000

     

2,790

   
Enterprise TE Partners LP, 2.91% (LIBOR03M+278bps), 6/1/67, Callable
9/7/21 @ 100 (d)
   

3,000

     

2,471

   

EQT Corp., 8.75%, 2/1/30, Callable 11/1/29 @ 100

   

1,000

     

1,314

   

GenOn Energy, Inc., 9.88%, 10/15/20 (j) (k)

   

7,000

     

   

Hess Midstream Partners LP, 5.13%, 6/15/28, Callable 6/15/23 @ 102.56 (a)

   

3,000

     

3,141

   
Hilcorp Energy I LP/Hilcorp Finance Co., 6.25%, 11/1/28, Callable
11/1/23 @ 103.13 (a)
   

4,000

     

4,172

   

Indigo Natural Resources LLC, 5.38%, 2/1/29, Callable 2/1/24 @ 102.69 (a)

   

1,500

     

1,563

   

Laredo Petroleum, Inc., 10.13%, 1/15/28, Callable 1/15/23 @ 107.59

   

2,400

     

2,539

   
Martin Midstream Partners LP/Martin Midstream Finance Corp.
10.00%, 2/29/24, Callable 9/7/21 @ 102 (a)
   

480

     

489

   

11.50%, 2/28/25 (a)

   

3,019

     

3,109

   

MPLX LP, 6.87% (LIBOR03M+465bps), 12/31/99, Callable 2/15/23 @ 100 (d) (l)

   

5,000

     

5,086

   
Murphy Oil Corp.
6.88%, 8/15/24, Callable 9/7/21 @ 101.72
   

4,000

     

4,073

   

5.75%, 8/15/25, Callable 9/7/21 @ 102.88

   

6,765

     

6,903

   

Oasis Petroleum, Inc., 6.38%, 6/1/26, Callable 6/1/23 @ 103.19 (a)

   

100

     

104

   
Occidental Petroleum Corp.
2.90%, 8/15/24, Callable 7/15/24 @ 100
   

6,000

     

6,043

   

8.50%, 7/15/27, Callable 1/15/27 @ 100

   

5,000

     

6,244

   

See notes to financial statements.


15


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

6.38%, 9/1/28, Callable 3/1/28 @ 100

 

$

5,000

   

$

5,835

   

8.88%, 7/15/30, Callable 1/15/30 @ 100

   

2,000

     

2,698

   

4.37%, 10/10/36 (o)

   

3,500

     

1,827

   

Ovintiv Exploration, Inc., 5.38%, 1/1/26, Callable 10/1/25 @ 100 (h)

   

3,000

     

3,383

   

Ovintiv, Inc., 6.63%, 8/15/37

   

1,500

     

2,041

   
PDC Energy, Inc.
6.25%, 12/1/25, Callable 9/7/21 @ 104.69
   

5,000

     

5,157

   

5.75%, 5/15/26, Callable 9/7/21 @ 104.31

   

1,500

     

1,550

   

Petroleos Mexicanos, 6.63%, 6/15/35

   

12,000

     

11,624

   

Range Resources Corp., 4.88%, 5/15/25, Callable 2/15/25 @ 100 (i)

   

2,000

     

2,072

   
Southern Union Co., 3.19% (LIBOR03M+302bps), 11/1/66, Callable
9/7/21 @ 100 (d)
   

2,000

     

1,362

   
Southwestern Energy Co.
6.20%, 1/23/25, Callable 10/23/24 @ 100
   

2,000

     

2,188

   

7.75%, 10/1/27, Callable 10/1/22 @ 103.88 (i)

   

1,000

     

1,073

   

Sunoco LP/Sunoco Finance Corp., 4.50%, 5/15/29, Callable 5/15/24 @ 102.25

   

3,000

     

3,067

   
Tallgrass Energy Partners LP/Tallgras Energy Finance Corp., 6.00%, 3/1/27,
Callable 3/1/23 @ 103 (a)
   

3,000

     

3,105

   

Talos Production, Inc., 12.00%, 1/15/26, Callable 1/15/23 @ 106

   

2,000

     

2,082

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.
5.00%, 1/15/28, Callable 1/15/23 @ 102.5
   

10,000

     

10,516

   

4.88%, 2/1/31, Callable 2/1/26 @ 102.44 (a)

   

2,000

     

2,162

   

Transocean Pontus Ltd., 6.13%, 8/1/25, Callable 9/6/21 @ 104.59 (a) (i)

   

363

     

358

   

Transocean, Inc., 11.50%, 1/30/27, Callable 7/30/23 @ 105.75 (a)

   

2,500

     

2,488

   

Western Midstream Operating LP, 6.50%, 2/1/50, Callable 8/1/49 @ 100

   

7,000

     

8,236

   
     

176,876

   

Financials (9.6%):

 

Adient Global Holdings Corp., 4.88%, 8/15/26, Callable 9/6/21 @ 102.44 (a) (i)

   

6,700

     

6,851

   

AmTrust Financial Services, Inc., 6.13%, 8/15/23

   

5,000

     

5,060

   

AmWINS Group, Inc., 4.88%, 6/30/29, Callable 6/30/24 @ 102.44 (a)

   

2,000

     

2,039

   

AssuredPartners, Inc., 5.63%, 1/15/29, Callable 12/15/23 @ 102.81 (a)

   

2,000

     

1,989

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

5,000

     

5,269

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29, Callable
6/30/24 @ 100 (d)
   

2,000

     

2,187

   
Credit Acceptance Corp.
5.13%, 12/31/24, Callable 12/31/21 @ 102.56 (a)
   

1,000

     

1,033

   

6.63%, 3/15/26, Callable 3/15/22 @ 103.31 (i)

   

5,750

     

6,077

   

First Midwest Bancorp, Inc., 5.88%, 9/29/26, Callable 8/29/26 @ 100

   

5,000

     

5,878

   
Flex Acquisition Co., Inc.
6.88%, 1/15/25, Callable 9/7/21 @ 101.72 (a)
   

3,150

     

3,189

   

7.88%, 7/15/26, Callable 9/7/21 @ 103.94 (a)

   

2,000

     

2,087

   
Ford Motor Credit Co. LLC
4.13%, 8/17/27, Callable 6/17/27 @ 100
   

6,250

     

6,696

   

5.11%, 5/3/29, Callable 2/3/29 @ 100

   

10,000

     

11,321

   

4.00%, 11/13/30, Callable 8/13/30 @ 100 (h)

   

5,000

     

5,288

   

FS KKR Capital Corp. II, 4.25%, 2/14/25, Callable 1/14/25 @ 100 (a)

   

3,000

     

3,187

   
Genworth Holdings, Inc., 2.16% (LIBOR03M+200bps), 11/15/66, Callable
8/23/21 @ 100 (d)
   

2,000

     

1,258

   
Global Atlantic Fin Co., 4.70% (H15T5Y+380bps), 10/15/51, Callable
7/15/26 @ 100 (a) (d) (i)
   

5,000

     

5,087

   

See notes to financial statements.


16


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

HUB International Ltd., 7.00%, 5/1/26, Callable 8/17/21 @ 103.5 (a)

 

$

3,000

   

$

3,109

   

ILFC E-Capital Trust II, 3.91%, 12/21/65, Callable 9/7/21 @ 100 (a)

   

5,362

     

4,513

   
Jefferies Finance LLC/JFIN Co-Issuer Corp., 5.00%, 8/15/28, Callable
8/15/24 @ 102.5 (a) (m)
   

1,500

     

1,535

   
LABL Escrow Issuer LLC
6.75%, 7/15/26, Callable 7/15/22 @ 103.38 (a)
   

1,000

     

1,061

   

10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (a) (h)

   

3,000

     

3,308

   

Lehman Brothers Holdings, 5.75%, 4/25/11, MTN (k)

   

1,000

     

7

   

Lehman Brothers Treasury Co. BV, 12/31/99, MTN (l) (p)

   

1,447

     

7

   

Level 3 Financing, Inc., 4.25%, 7/1/28, Callable 7/1/23 @ 102.13 (a)

   

2,917

     

2,973

   

MetLife, Inc., 10.75%, 8/1/69, Callable 8/1/34 @ 100

   

2,000

     

3,455

   

MUFG Americas Holdings Corp., 3.00%, 2/10/25, Callable 1/10/25 @ 100

   

1,000

     

1,071

   
Navient Corp.
6.75%, 6/25/25
   

7,000

     

7,794

   

6.75%, 6/15/26

   

5,000

     

5,611

   

5.63%, 8/1/33, MTN

   

6,000

     

5,826

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (d) (i)
   

1,000

     

1,086

   
OneMain Finance Corp.
8.88%, 6/1/25, Callable 6/1/22 @ 104.44
   

1,500

     

1,651

   

7.13%, 3/15/26

   

9,000

     

10,592

   

6.63%, 1/15/28, Callable 7/15/27 @ 100

   

1,000

     

1,156

   

5.38%, 11/15/29, Callable 5/15/29 @ 100

   

3,500

     

3,842

   
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer,
4.88%, 5/15/29, Callable 5/15/24 @ 102.44 (a)
   

2,000

     

2,052

   
PPL Capital Funding, Inc., 2.81% (LIBOR03M+267bps), 3/30/67, Callable
9/7/21 @ 100 (d)
   

5,000

     

4,894

   

Resideo Funding, Inc., 6.13%, 11/1/26, Callable 11/1/21 @ 104.59 (a)

   

974

     

1,024

   
Sally Holdings LLC/Sally Capital, Inc., 8.75%, 4/30/25, Callable
4/30/22 @ 104.38 (a)
   

3,000

     

3,270

   

SBL Holdings, Inc., 5.13%, 11/13/26, Callable 9/13/26 @ 100 (a)

   

5,000

     

5,562

   

Starwood Property Trust, Inc., 5.50%, 11/1/23, Callable 8/1/23 @ 100 (a)

   

1,000

     

1,050

   

Summer BC Bidco B LLC, 5.50%, 10/31/26, Callable 7/15/23 @ 102.75 (a)

   

2,000

     

2,031

   
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29, Callable
2/7/24 @ 100 (d)
   

10,000

     

10,808

   

The Hanover Insurance Group, Inc., 8.21%, 2/3/27

   

3,780

     

4,179

   
The Hartford Financial Services Group, Inc., 2.28% (LIBOR03M+213bps), 2/12/67,
Callable 9/7/21 @ 100 (a) (d)
   

2,000

     

1,923

   
     

169,886

   

Health Care (8.0%):

 
Bausch Health Cos., Inc.
5.00%, 1/30/28, Callable 1/30/23 @ 102.5 (a)
   

4,633

     

4,429

   

4.88%, 6/1/28, Callable 6/1/24 @ 102.44 (a)

   

2,500

     

2,579

   

5.25%, 1/30/30, Callable 1/30/25 @ 102.63 (a) (h)

   

13,370

     

12,595

   

5.25%, 2/15/31, Callable 2/15/26 @ 102.63 (a)

   

1,000

     

937

   
Centene Corp.
4.63%, 12/15/29, Callable 12/15/24 @ 102.31
   

5,000

     

5,484

   

3.38%, 2/15/30, Callable 2/15/25 @ 101.69

   

3,000

     

3,135

   

CHS, Inc., 8.00%, 3/15/26, Callable 3/15/22 @ 104 (a)

   

17,000

     

18,220

   

See notes to financial statements.


17


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
CHS/Community Health Systems, Inc.
6.63%, 2/15/25, Callable 2/15/22 @ 103.31 (a)
 

$

6,000

   

$

6,295

   

6.88%, 4/15/29, Callable 4/15/24 @ 103.44 (a)

   

3,000

     

3,158

   
DaVita, Inc.
4.63%, 6/1/30, Callable 6/1/25 @ 102.31 (a)
   

1,500

     

1,550

   

3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

10,000

     

9,725

   

Eastern Maine Healthcare Systems, 5.02%, 7/1/36

   

3,000

     

3,321

   
Encompass Health Corp.
5.75%, 9/15/25, Callable 9/7/21 @ 102.88
   

2,000

     

2,051

   

4.63%, 4/1/31, Callable 4/1/26 @ 102.31

   

500

     

543

   

Global Medical Response, Inc., 6.50%, 10/1/25, Callable 10/1/21 @ 103.25 (a)

   

2,000

     

2,076

   
HCA, Inc.
5.63%, 9/1/28, Callable 3/1/28 @ 100
   

9,500

     

11,422

   

3.50%, 9/1/30, Callable 3/1/30 @ 100

   

3,000

     

3,248

   

Mednax, Inc., 6.25%, 1/15/27, Callable 1/15/22 @ 104.69 (a)

   

6,000

     

6,330

   

MPH Acquisition Holdings LLC, 5.75%, 11/1/28, Callable 11/1/23 @ 102.88 (a) (i)

   

1,500

     

1,456

   
Organon Finance 1 LLC
4.13%, 4/30/28, Callable 4/30/24 @ 102.06 (a)
   

5,000

     

5,128

   

5.13%, 4/30/31, Callable 4/30/26 @ 102.56 (a)

   

2,000

     

2,060

   
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA
7.38%, 6/1/25, Callable 6/1/22 @ 103.69 (a) (h)
   

598

     

640

   

7.25%, 2/1/28, Callable 2/1/23 @ 103.63 (a)

   

1,218

     

1,327

   

Par Pharmaceutical, Inc., 7.50%, 4/1/27, Callable 4/1/22 @ 105.63 (a)

   

3,250

     

3,318

   

Prestige Brands, Inc., 3.75%, 4/1/31, Callable 4/1/26 @ 101.88 (a)

   

2,000

     

1,982

   

Select Medical Corp., 6.25%, 8/15/26, Callable 8/15/22 @ 103.13 (a)

   

5,000

     

5,293

   
Tenet Healthcare Corp.
6.75%, 6/15/23
   

3,000

     

3,259

   

5.13%, 11/1/27, Callable 11/1/22 @ 102.56 (a)

   

8,000

     

8,395

   

6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (a)

   

5,000

     

5,324

   

6.88%, 11/15/31

   

3,000

     

3,435

   

US Acute Care Solutions, 6.38%, 3/1/26, Callable 3/1/23 @ 103.19 (a)

   

2,000

     

2,080

   
     

140,795

   

Industrials (7.7%):

 

ADT Security Corp., 4.88%, 7/15/32 (a)

   

3,500

     

3,632

   

Advanced Drainage Systems, Inc., 5.00%, 9/30/27, Callable 9/30/22 @ 102.5 (a)

   

1,000

     

1,048

   

American Airlines, Inc., 11.75%, 7/15/25 (a)

   

2,000

     

2,500

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (a)

   

3,000

     

3,244

   

Atkore, Inc., 4.25%, 6/1/31, Callable 6/1/26 @ 102.13 (a) (i)

   

2,000

     

2,054

   
Avis Budget Car Rental LLC/Avis Budget Finance, Inc.
5.75%, 7/15/27, Callable 7/15/22 @ 102.88 (a) (i)
   

1,000

     

1,047

   

5.38%, 3/1/29, Callable 3/1/24 @ 102.69 (a) (i)

   

2,000

     

2,082

   
Brand Energy & Infrastructure Services, Inc., 8.50%, 7/15/25,
Callable 9/7/21 @ 104.25 (a)
   

4,000

     

4,075

   
Builders FirstSource, Inc.
6.75%, 6/1/27, Callable 6/1/22 @ 103.38 (a)
   

2,771

     

2,965

   

4.25%, 2/1/32, Callable 8/1/26 @ 102.13 (a)

   

1,000

     

1,023

   

BWX Technologies, Inc., 4.13%, 4/15/29, Callable 4/15/24 @ 102.06 (a)

   

2,000

     

2,049

   
Covanta Holding Corp.
5.88%, 7/1/25, Callable 9/7/21 @ 102.94
   

3,000

     

3,108

   

5.00%, 9/1/30, Callable 9/1/25 @ 102.5

   

1,000

     

1,076

   

See notes to financial statements.


18


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Delta Air Lines, Inc.
7.00%, 5/1/25 (a)
 

$

3,000

   

$

3,529

   

7.38%, 1/15/26, Callable 12/15/25 @ 100

   

2,000

     

2,355

   

Fluor Corp., 4.25%, 9/15/28, Callable 6/15/28 @ 100 (i)

   

1,000

     

1,033

   

Gates Global LLC/Gates Corp., 6.25%, 1/15/26, Callable 1/15/22 @ 103.13 (a)

   

2,500

     

2,607

   

H&E Equipment Services, Inc., 3.88%, 12/15/28, Callable 12/15/23 @ 101.94 (a)

   

2,000

     

1,985

   

Hillenbrand, Inc., 5.75%, 6/15/25, Callable 6/15/22 @ 102.88

   

1,000

     

1,067

   

Howmet Aerospace, Inc., 5.95%, 2/1/37

   

5,000

     

6,343

   
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 5.25%, 5/15/27,
Callable 11/15/26 @ 100
   

4,000

     

4,208

   

JB Poindexter & Co., Inc., 7.13%, 4/15/26, Callable 9/7/21 @ 105.34 (a)

   

2,500

     

2,635

   

Matthews International Corp., 5.25%, 12/1/25, Callable 9/7/21 @ 103.94 (a)

   

3,500

     

3,607

   

Mueller Water Products, Inc., 4.00%, 6/15/29, Callable 6/15/24 @ 102 (a)

   

1,000

     

1,035

   
Prime Security Services Borrower LLC/Prime Finance, Inc.
3.38%, 8/31/27, Callable 8/31/26 @ 100 (a)
   

1,000

     

972

   

6.25%, 1/15/28, Callable 1/15/23 @ 103.13 (a)

   

10,000

     

10,454

   

RR Donnelley & Sons Co., 8.25%, 7/1/27, Callable 7/1/23 @ 106.19 (i)

   

2,850

     

3,239

   

Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

2,000

     

2,015

   

Spirit AeroSystems, Inc., 5.50%, 1/15/25, Callable 10/15/22 @ 102.75 (a)

   

1,500

     

1,578

   

Spirit Airlines Pass Through Trust, 4.10%, 10/1/29

   

2,052

     

2,133

   
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., 8.00%, 9/20/25, Callable
9/20/23 @ 104 (a)
   

75

     

84

   

Standard Industries, Inc., 3.38%, 1/15/31, Callable 7/15/25 @ 101.69 (a)

   

6,000

     

5,800

   

Terex Corp., 5.00%, 5/15/29, Callable 5/15/24 @ 102.5 (a)

   

3,000

     

3,118

   
Textron Financial Corp., 1.89% (LIBOR03M+174bps), 2/15/42, Callable
8/23/21 @ 100 (a) (d)
   

5,000

     

4,255

   

The ADT Security Corp., 4.13%, 8/1/29, Callable 8/1/28 @ 100 (a)

   

2,000

     

2,013

   
TransDigm, Inc.
8.00%, 12/15/25, Callable 4/8/22 @ 104 (a)
   

500

     

538

   

7.50%, 3/15/27, Callable 3/15/22 @ 103.75

   

5,000

     

5,298

   

5.50%, 11/15/27, Callable 11/15/22 @ 102.75

   

9,000

     

9,292

   

4.88%, 5/1/29, Callable 5/1/24 @ 102.44 (a)

   

5,000

     

5,028

   

U.S. Airways Pass Through Trust, 3.95%, 5/15/27

   

2,331

     

2,338

   
Uber Technologies, Inc.
8.00%, 11/1/26, Callable 11/1/21 @ 106 (a)
   

1,000

     

1,073

   

7.50%, 9/15/27, Callable 9/15/22 @ 105.63 (a)

   

3,000

     

3,280

   

United Airlines Pass Through Trust, 4.88%, 7/15/27

   

960

     

1,006

   
United Airlines, Inc.
4.38%, 4/15/26, Callable 10/15/25 @ 100 (a)
   

250

     

257

   

4.63%, 4/15/29, Callable 10/15/28 @ 100 (a)

   

250

     

257

   
United Rentals North America, Inc.
5.50%, 5/15/27, Callable 5/15/22 @ 102.75
   

5,000

     

5,260

   

4.00%, 7/15/30, Callable 7/15/25 @ 102

   

3,000

     

3,119

   

Waste Pro USA, Inc., 5.50%, 2/15/26, Callable 9/7/21 @ 104.13 (a)

   

3,000

     

3,056

   

WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (a)

   

1,000

     

1,114

   

XPO Logistics, Inc., 6.25%, 5/1/25, Callable 5/1/22 @ 103.13 (a)

   

2,000

     

2,123

   
     

139,007

   

Information Technology (4.0%):

 
Acuris Finance US, Inc./Acuris Finance SARL, 5.00%, 5/1/28, Callable
5/1/24 @ 102.5 (a)
   

2,000

     

1,991

   

See notes to financial statements.


19


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Avaya, Inc., 6.13%, 9/15/28, Callable 9/15/23 @ 103.06 (a)

 

$

2,500

   

$

2,677

   

Boxer Parent Co., Inc., 7.13%, 10/2/25, Callable 6/1/22 @ 103.56 (a)

   

3,000

     

3,199

   

Brightstar Escrow Corp., 9.75%, 10/15/25, Callable 10/15/22 @ 104.88 (a)

   

2,000

     

2,150

   

Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (a)

   

4,000

     

4,406

   

CDW LLC/CDW Finance Corp., 4.13%, 5/1/25, Callable 5/1/22 @ 102.06

   

2,000

     

2,077

   
Colt Merger Sub, Inc.
6.25%, 7/1/25, Callable 7/1/22 @ 103.13 (a)
   

6,000

     

6,331

   

5.75%, 7/1/25, Callable 7/1/22 @ 102.88 (a)

   

1,000

     

1,050

   
CommScope Technologies LLC
6.00%, 6/15/25, Callable 8/17/21 @ 102 (a)
   

5,200

     

5,280

   

5.00%, 3/15/27, Callable 3/15/22 @ 102.5 (a) (i)

   

12,000

     

12,133

   

Crowdstrike Holdings, Inc., 3.00%, 2/15/29, Callable 2/15/24 @ 101.5

   

1,000

     

1,014

   

Entegris, Inc., 3.63%, 5/1/29, Callable 5/1/24 @ 102.72 (a)

   

1,500

     

1,539

   

Gartner, Inc., 4.50%, 7/1/28, Callable 7/1/23 @ 102.25 (a)

   

1,500

     

1,585

   

J2 Global, Inc., 4.63%, 10/15/30, Callable 10/15/25 @ 102.21 (a)

   

1,500

     

1,595

   

Microchip Technology, Inc., 4.25%, 9/1/25, Callable 9/1/22 @ 102.13

   

3,000

     

3,154

   
NCR Corp.
5.13%, 4/15/29, Callable 4/15/24 @ 102.56 (a)
   

3,000

     

3,124

   

6.13%, 9/1/29, Callable 9/1/24 @ 103.06 (a)

   

3,000

     

3,273

   

Rocket Software, Inc., 6.50%, 2/15/29, Callable 2/15/24 @ 103.25 (a)

   

1,500

     

1,492

   

Square, Inc., 3.50%, 6/1/31, Callable 3/1/31 @ 100 (a)

   

1,667

     

1,729

   

Switch Ltd., 4.13%, 6/15/29, Callable 6/15/24 @ 102.06 (a)

   

2,000

     

2,059

   

Twilio, Inc., 3.88%, 3/15/31, Callable 3/15/26 @ 101.94

   

3,000

     

3,136

   

Unisys Corp., 6.88%, 11/1/27, Callable 11/1/23 @ 103.44 (a)

   

2,000

     

2,176

   

Western Digital Corp., 4.75%, 2/15/26, Callable 11/15/25 @ 100

   

2,500

     

2,776

   
     

69,946

   

Materials (5.1%):

 

Allegheny Ludlum LLC, 6.95%, 12/15/25

   

1,456

     

1,588

   
Arconic Corp.
6.00%, 5/15/25, Callable 5/15/22 @ 103 (a)
   

2,000

     

2,114

   

6.13%, 2/15/28, Callable 2/15/23 @ 103.06 (a)

   

1,200

     

1,283

   
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging
Finance PLC, 4.00%, 9/1/29, Callable 5/15/24 @ 102 (a)
   

2,500

     

2,503

   
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27,
Callable 8/15/22 @ 102.63 (a)
   

3,000

     

3,064

   

Axalta Coating Systems LLC, 3.38%, 2/15/29, Callable 2/15/24 @ 101.69 (a)

   

2,000

     

1,968

   

Bway Holding Co., 7.25%, 4/15/25, Callable 9/7/21 @ 101.81 (a)

   

9,000

     

8,778

   

Cleveland-Cliffs, Inc., 4.88%, 3/1/31, Callable 3/1/26 @ 102.44 (a) (i)

   

4,000

     

4,322

   
Compass Minerals International, Inc., 6.75%, 12/1/27, Callable
12/1/22 @ 103.38 (a)
   

4,000

     

4,286

   

Freeport-McMoRan, Inc., 4.25%, 3/1/30, Callable 3/1/25 @ 102.13

   

5,000

     

5,402

   

Kaiser Aluminum Corp., 4.50%, 6/1/31, Callable 6/1/26 @ 102.25 (a)

   

1,000

     

1,040

   
Kraton Polymers LLC/Kraton Polymers Capital Corp., 4.25%, 12/15/25,
Callable 12/15/22 @ 102.13 (a)
   

2,000

     

2,047

   

Louisiana-Pacific Corp., 3.63%, 3/15/29, Callable 3/15/24 @ 101.81 (a)

   

10,000

     

10,075

   
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/26, Callable
9/7/21 @ 103.13 (a)
   

1,000

     

1,030

   

Novelis Corp., 4.75%, 1/30/30, Callable 1/30/25 @ 102.38 (a)

   

3,000

     

3,196

   

Olin Corp., 5.00%, 2/1/30, Callable 2/1/24 @ 102.5

   

5,000

     

5,350

   

See notes to financial statements.


20


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Owens-Brockway Glass Container, Inc., 6.63%, 5/13/27, Callable
5/15/23 @ 103.31 (a)
 

$

1,000

   

$

1,083

   

Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 9/7/21 @ 103.13 (a)

   

4,000

     

4,077

   

PolyOne Corp., 5.75%, 5/15/25, Callable 5/15/22 @ 102.88 (a)

   

3,000

     

3,158

   
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer,
4.00%, 10/15/27, Callable 10/15/23 @ 102 (a)
   

1,000

     

999

   
SCIH Salt Holdings, Inc.
4.88%, 5/1/28, Callable 5/1/24 @ 102.44 (a)
   

2,063

     

2,066

   

6.63%, 5/1/29, Callable 5/1/24 @ 103.31 (a)

   

2,000

     

1,980

   
The Chemours Co.
5.38%, 5/15/27, Callable 2/15/27 @ 100 (i)
   

3,000

     

3,256

   

5.75%, 11/15/28, Callable 11/15/23 @ 102.88 (a)

   

3,000

     

3,182

   

Tronox, Inc., 4.63%, 3/15/29, Callable 3/15/24 @ 102.31 (a)

   

3,000

     

3,054

   

United States Steel Corp., 6.25%, 3/15/26, Callable 9/7/21 @ 103.13 (i)

   

2,000

     

2,061

   

Valvoline, Inc., 3.63%, 6/15/31, Callable 6/15/26 @ 101.81 (a)

   

1,000

     

995

   
Venator Finance SARL/Venator Materials LLC, 5.75%, 7/15/25, Callable
9/7/21 @ 102.88 (a)
   

2,000

     

1,925

   

Warrior Met Coal LLC, 8.00%, 11/1/24, Callable 9/7/21 @ 104 (a) (i)

   

2,125

     

2,164

   
     

88,046

   

Real Estate (1.4%):

 

Diversified Healthcare Trust, 9.75%, 6/15/25, Callable 6/15/22 @ 104.88

   

3,000

     

3,311

   
MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc.,
3.88%, 2/15/29, Callable 11/15/28 @ 100 (a)
   

3,750

     

3,848

   
MPT Operating Partnership LP/MPT Finance Corp., 5.00%, 10/15/27, Callable
10/15/22 @ 102.5
   

5,000

     

5,289

   
Outfront Media Capital LLC/Outfront Media Capital Corp.
6.25%, 6/15/25, Callable 6/15/22 @ 103.13 (a)
   

2,000

     

2,127

   

4.63%, 3/15/30, Callable 3/15/25 @ 102.31 (a)

   

1,000

     

1,008

   
Service Properties Trust
4.95%, 2/15/27, Callable 8/15/26 @ 100
   

2,000

     

1,971

   

4.95%, 10/1/29, Callable 7/1/29 @ 100

   

4,000

     

3,886

   

Vertical US Newco, Inc., 5.25%, 7/15/27, Callable 7/15/23 @ 102.63 (a)

   

2,000

     

2,113

   
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30, Callable
2/15/25 @ 102.06 (a)
   

750

     

788

   
     

24,341

   

Utilities (2.2%):

 
Alliant Holdings Intermediate LLC/Alliant Holdings Co.-Issuer, 6.75%, 10/15/27,
Callable 10/15/22 @ 103.38 (a)
   

500

     

523

   
Calpine Corp.
4.50%, 2/15/28, Callable 2/15/23 @ 102.25 (a)
   

3,000

     

3,092

   

4.63%, 2/1/29, Callable 2/1/24 @ 102.31 (a)

   

10,000

     

9,930

   

FirstEnergy Transmission LLC, 5.45%, 7/15/44, Callable 1/15/44 @ 100 (a)

   

1,500

     

1,944

   

Genesis Energy LP, 6.50%, 10/1/25, Callable 9/7/21 @ 104.88

   

3,000

     

2,989

   
NRG Energy, Inc.
5.75%, 1/15/28, Callable 1/15/23 @ 102.88
   

3,000

     

3,187

   

3.63%, 2/15/31, Callable 2/15/26 @ 101.81 (a)

   

1,000

     

1,009

   

Pacific Gas and Electric Co., 4.20%, 6/1/41, Callable 12/1/40 @ 100

   

3,000

     

2,963

   
PG&E Corp.
5.00%, 7/1/28, Callable 7/1/23 @ 102.5 (i)
   

1,000

     

977

   

See notes to financial statements.


21


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.25%, 7/1/30, Callable 7/1/25 @ 102.63

 

$

3,000

   

$

2,926

   

Talen Energy Supply LLC, 7.25%, 5/15/27, Callable 5/15/22 @ 103.63 (a)

   

3,000

     

2,736

   
Vistra Operations Co. LLC
5.00%, 7/31/27, Callable 7/31/22 @ 102.5 (a)
   

5,000

     

5,166

   

4.38%, 5/1/29, Callable 5/1/24 @ 102.19 (a)

   

1,500

     

1,539

   
     

38,981

   

Total Corporate Bonds (Cost $1,187,980)

   

1,276,276

   

Yankee Dollars (15.4%)

 

Communication Services (1.9%):

 

Altice France Holding SA, 6.00%, 2/15/28, Callable 2/15/23 @ 103 (a)

   

8,000

     

7,886

   
Altice France SA
7.38%, 5/1/26, Callable 8/17/21 @ 103.69 (a)
   

4,400

     

4,575

   

8.13%, 2/1/27, Callable 2/1/22 @ 106.09 (a)

   

6,000

     

6,497

   

5.13%, 7/15/29, Callable 4/15/24 @ 102.56 (a)

   

5,000

     

5,034

   
Digicel International Finance Ltd./Digicel Holdings Bermuda Ltd.
8.75%, 5/25/24, Callable 8/23/21 @ 104.38 (a) (i)
   

2,500

     

2,597

   

8.75%, 5/25/24, Callable 8/23/21 @ 104.38 (a)

   

1,195

     

1,244

   
LCPR Seniorr Secured Financing DAC, 5.13%, 7/15/29,
Callable 7/15/24 @ 102.56 (a)
   

1,500

     

1,540

   

Telecom Italia Capital SA, 7.20%, 7/18/36

   

5,000

     

6,388

   
     

35,761

   

Consumer Discretionary (1.7%):

 
1011778 BC ULC/New Red Finance, Inc., 3.88%, 1/15/28, Callable
9/15/22 @ 101.94 (a)
   

3,000

     

3,025

   
Cirsa Finance International S.A.R.L, 7.88%, 12/20/23, Callable
8/17/21 @ 101.97 (a)
   

1,000

     

1,018

   

IHO Verwaltungs GmbH PIK, 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (a) (n)

   

3,524

     

3,837

   
International Game Technology PLC
6.50%, 2/15/25, Callable 8/15/24 @ 100 (a)
   

3,000

     

3,348

   

6.25%, 1/15/27, Callable 7/15/26 @ 100 (a)

   

3,000

     

3,405

   
Jaguar Land Rover Automotive PLC, 5.88%, 1/15/28, Callable
1/15/24 @ 102.94 (a)
   

1,500

     

1,554

   

Mattamy Group Corp., 4.63%, 3/1/30, Callable 3/1/25 @ 102.31 (a)

   

3,000

     

3,100

   

Melco Reosrts Finance Ltd., 5.38%, 12/4/29, Callable 12/4/24 @ 102.69 (a)

   

3,000

     

3,108

   

Melco Resorts Finance Ltd., 5.75%, 7/21/28, Callable 7/21/23 @ 102.88 (a)

   

2,000

     

2,077

   

Wynn Macau Ltd., 5.13%, 12/15/29, Callable 12/15/24 @ 102.56 (a) (i)

   

5,000

     

5,115

   
     

29,587

   

Consumer Staples (0.7%):

 
JBS USA LUX SA/JBS USA Finance, Inc., 6.75%, 2/15/28, Callable
2/15/23 @ 103.38 (a)
   

6,000

     

6,585

   

Leviathan Bond Ltd., 6.75%, 6/30/30, Callable 12/30/29 @ 100 (a)

   

2,000

     

2,240

   

Minerva Luxembourg SA, 5.88%, 1/19/28, Callable 1/19/23 @ 102.94 (a) (i)

   

3,000

     

3,173

   
     

11,998

   

Energy (1.2%):

 

Baytex Energy Corp., 8.75%, 4/1/27, Callable 4/1/23 @ 106.56 (a)

   

3,000

     

3,002

   

Ithaca Energy North Sea PLC, 9.00%, 7/15/26, Callable 7/15/23 @ 104.5 (a)

   

2,000

     

1,992

   

See notes to financial statements.


22


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Northriver Midstream Finance LP, 5.63%, 2/15/26, Callable 10/15/22 @ 102.81 (a)

 

$

3,000

   

$

3,097

   

Petrobras Global Finance BV, 5.50%, 6/10/51, Callable 12/10/50 @ 100

   

2,000

     

1,969

   
Petroleos Mexicanos
6.84%, 1/23/30, Callable 10/23/29 @ 100
   

5,000

     

5,213

   

5.95%, 1/28/31, Callable 10/28/30 @ 100 (i)

   

3,000

     

2,947

   

Tecpetrol SA, 4.88%, 12/12/22, Callable 8/17/21 @ 102.44 (a) (i)

   

2,000

     

1,999

   

Transportadora de Gas del Sur SA, 6.75%, 5/2/25, Callable 5/2/22 @ 103.38 (a) (i)

   

2,415

     

2,272

   

Tullow Oil PLC, 10.25%, 5/15/26, Callable 5/6/23 @ 105 (a)

   

1,500

     

1,564

   
     

24,055

   

Financials (3.0%):

 

Altice Financing SA, 5.00%, 1/15/28, Callable 1/15/23 @ 102.5 (a)

   

6,000

     

5,897

   
BBVA Bancomer SA, 5.87% (H15T5Y+431bps), 9/13/34, Callable
9/13/29 @ 100 (a) (d)
   

4,500

     

4,910

   
Deutsche Bank AG
4.30% (USSW5+225bps), 5/24/28, Callable 5/24/23 @ 100 (d)
   

2,000

     

2,071

   

5.88% (SOFR+544bps), 7/8/31, Callable 4/8/30 @ 100 (d)

   

4,000

     

4,717

   

4.87% (USISDA05+255bps), 12/1/32, Callable 12/1/27 @ 100 (d)

   

12,000

     

13,062

   
Intelsat Jackson Holdings SA
5.50%, 8/1/23, Callable 9/7/21 @ 100 (k) (q)
   

1,000

     

550

   

8.50%, 10/15/24, Callable 9/6/21 @ 106.38 (a) (k) (q)

   

1,000

     

573

   

Intesa Sanpaolo SpA, 5.71%, 1/15/26 (a)

   

5,000

     

5,646

   
Natwest Group PLC, 2.47% (LIBOR03M+232bps), 12/31/99, Callable
9/30/27 @ 100 (d) (l)
   

2,900

     

2,888

   

UniCredit SpA, 7.30% (USISDA05+491bps), 4/2/34, Callable 4/2/29 @ 100 (a) (d)

   

10,000

     

12,171

   
     

52,485

   

Health Care (1.0%):

 
Bausch Health Cos., Inc.
6.13%, 4/15/25, Callable 9/7/21 @ 102.04 (a)
   

1,938

     

1,980

   

7.25%, 5/30/29, Callable 5/30/24 @ 103.63 (a)

   

5,000

     

5,178

   
Endo Luxembourg Finance Co. I Sarl / ENDO US, Inc., 6.13%, 4/1/29, Callable
4/1/24 @ 104.59 (a)
   

6,000

     

5,962

   
Teva Pharmaceutical Finance Netherlands III BV
6.75%, 3/1/28, Callable 12/1/27 @ 100 (i)
   

3,000

     

3,335

   

4.10%, 10/1/46

   

3,000

     

2,647

   
     

19,102

   

Industrials (1.7%):

 
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.65%, 7/21/27,
Callable 4/21/27 @ 100 (h)
   

3,000

     

3,222

   

Air Canada Pass Through Trust, 4.13%, 11/15/26 (a)

   

5,106

     

5,228

   
ATS Automation Tooling Systems, Inc., 4.13%, 12/15/28, Callable
12/15/23 @ 102.06 (a) (i)
   

1,000

     

1,018

   
Bombardier, Inc.
7.50%, 3/15/25, Callable 9/7/21 @ 102.5 (a)
   

10,000

     

10,208

   

7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (a) (i)

   

5,000

     

5,180

   

Danaos Corp., 8.50%, 3/1/28, Callable 3/1/24 @ 104.25 (a)

   

1,000

     

1,085

   

Rolls-Royce PLC, 5.75%, 10/15/27, Callable 7/15/27 @ 100 (a)

   

3,167

     

3,470

   
     

29,411

   

See notes to financial statements.


23


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

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Materials (2.9%):

 

Alcoa Nederland Holding, 6.13%, 5/15/28, Callable 5/15/23 @ 103.06 (a)

 

$

4,000

   

$

4,381

   

Alcoa Nederland Holding BV, 4.13%, 3/31/29, Callable 3/31/24 @ 102.06 (a) (i)

   

4,000

     

4,202

   

ArcelorMittal, 7.25%, 10/15/39

   

7,000

     

10,221

   

Cemex SAB de CV, 5.45%, 11/19/29, Callable 11/19/24 @ 102.73 (a)

   

3,000

     

3,295

   

Eldorado Gold Corp., 9.50%, 6/1/24, Callable 12/1/21 @ 107.13 (a)

   

2,342

     

2,530

   

First Quantum Minerals Ltd., 7.50%, 4/1/25, Callable 8/17/21 @ 103.75 (a)

   

10,000

     

10,368

   

Infrabuild Australia Pty Ltd., 12.00%, 10/1/24, Callable 10/1/21 @ 109 (a) (i)

   

2,000

     

2,128

   

Intertape Polymer Group, Inc., 4.38%, 6/15/29, Callable 6/15/24 @ 102.19 (a)

   

1,000

     

1,022

   

Methanex Corp., 5.25%, 12/15/29, Callable 9/15/29 @ 100

   

6,000

     

6,629

   

Mineral Resources Ltd., 8.13%, 5/1/27, Callable 5/1/22 @ 106.09 (a)

   

3,000

     

3,282

   

NOVA Chemicals Corp., 4.25%, 5/15/29, Callable 5/15/24 @ 102.13 (a)

   

2,000

     

2,027

   
     

50,085

   

Real Estate (0.1%):

 

Vertical Holdco GmbH, 7.63%, 7/15/28, Callable 7/15/23 @ 103.81 (a)

   

1,000

     

1,085

   

Sovereign Bond (0.2%):

 
Bahamas Government International Bond, 6.00%, 11/21/28, Callable
8/21/28 @ 100 (a)
   

3,000

     

2,950

   

Utilities (1.0%):

 

AES Gener SA, 7.12% (USSW5+464bps), 3/26/79, Callable 4/7/24 @ 100 (a) (d)

   

5,000

     

5,275

   

Comision Federal de Electricidad, 3.35%, 2/9/31, Callable 11/9/30 @ 100 (a)

   

1,200

     

1,194

   
Electricite de France SA, 5.25% (USSW10+371bps), 12/31/99, Callable
1/29/23 @ 100 (a) (d) (l)
   

3,000

     

3,138

   

Empresa Electrica Cochrane SpA, 5.50%, 5/14/27 (a)

   

2,555

     

2,541

   

ENEL SpA, 8.75% (USSW5+588bps), 9/24/73, Callable 9/24/23 @ 100 (a) (d)

   

2,975

     

3,432

   
     

15,580

   

Total Yankee Dollars (Cost $249,128)

   

272,099

   

Municipal Bonds (0.2%)

 

Illinois (0.1%):

 

City of Chicago, GO, Series B, 7.05%, 1/1/29

   

1,720

     

1,995

   

New Jersey (0.1%):

 

South Jersey Transportation Authority Revenue, Series B, 3.36%, 11/1/28

   

1,375

     

1,433

   

Total Municipal Bonds (Cost $3,095)

   

3,428

   

Commercial Paper (2.9%)

 
Aviation Capital Group LLC
0.12%, 8/2/21 (a) (o)
   

8,800

     

8,800

   

0.09%, 8/9/21 (a) (o)

   

3,400

     

3,400

   

0.10%, 8/16/21 (a) (o)

   

5,200

     

5,200

   

Enable Midstream Partners LP, 0.46%, 8/2/21 (a) (o)

   

13,200

     

13,199

   
Jabil, Inc.
0.70%, 8/2/21 (a) (o)
   

6,200

     

6,200

   

0.62%, 8/3/21 (a) (o)

   

6,300

     

6,300

   

Plains Midstream Canada, 0.44%, 8/2/21 (a) (o)

   

8,500

     

8,500

   

Total Commercial Paper (Cost $51,599)

   

51,599

   

See notes to financial statements.


24


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

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Exchange-Traded Funds (2.1%)

 

iShares iBoxx High Yield Corporate Bond ETF (h) (i)

   

219,043

   

$

19,241

   

SPDR Bloomberg Barclays High Yield Bond ETF (h) (i)

   

160,044

     

17,568

   

Total Exchange-Traded Funds (Cost $34,372)

   

36,809

   

Collateral for Securities Loaned^ (3.3%)

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

661,906

     

662

   

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

   

58,146,800

     

58,147

   

Total Collateral for Securities Loaned (Cost $58,809)

   

58,809

   

Total Investments (Cost $1,684,954) — 102.1%

   

1,804,209

   

Liabilities in excess of other assets — (2.1)%

   

(36,963

)

 

NET ASSETS — 100.00%

 

$

1,767,246

   

At July 31, 2021, the Fund's investments in foreign securities were 16.2% 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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of July 31, 2021, the fair value of these securities was $982,152 (thousands) and amounted to 55.6% of net assets.

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

(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 July 31, 2021.

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

(e)  Security is interest only.

(f)  Rounds to less than $1 thousand.

(g)  Non-income producing security.

(h)  All or a portion of this security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.

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

(j)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of net assets as of July 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements).

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

(l)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(m)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

See notes to financial statements.


25


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

(n)  All of the coupon is paid in kind.

(o)  Rate represents the effective yield at July 31, 2021.

(p)  Zero-coupon bond.

(q)  Defaulted security

(r)  Rate disclosed is the daily yield on July 31, 2021.

(s)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

ADR — American Depositary Receipt

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

ETF — Exchange-Traded Fund

GO — General Obligation

H15T5Y — 5 Year Treasury Constant Maturity Rate

LIBOR — London InterBank Offered Rate

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

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of July 31, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

ULC — Unlimited Liability Co.

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of July 31, 2021.

USSW10 — USD 10 Year Swap Rate, rate disclosed as of July 31, 2021

USSW5 — USD 5 Year Swap Rate, rate disclosed as of July 31, 2021.

See notes to financial statements.


26


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA High
Income Fund
 

Assets:

 

Investments, at value (Cost $1,684,954)

 

$

1,804,209

(a)

 

Cash

   

2,109

   

Deposit with broker for futures contracts

   

90

   

Receivables:

 

Interest and dividends

   

23,443

   

Capital shares issued

   

412

   

Investments sold

   

4,394

   

From Adviser

   

22

   

Prepaid expenses

   

35

   

Total Assets

   

1,834,714

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

58,809

   

Investments purchased

   

7,023

   

Capital shares redeemed

   

478

   

Accrued expenses and other payables:

 

Investment advisory fees

   

674

   

Administration fees

   

192

   

Custodian fees

   

21

   

Transfer agent fees

   

172

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

97

   

Total Liabilities

   

67,468

   

Net Assets:

 

Capital

   

1,860,411

   

Total accumulated earnings/(loss)

   

(93,165

)

 

Net Assets

 

$

1,767,246

   

Net Assets

 

Fund Shares

 

$

962,971

   

Institutional Shares

   

801,226

   

Class A

   

2,586

   

R6 Shares

   

463

   

Total

 

$

1,767,246

   

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

 

Fund Shares

   

121,575

   

Institutional Shares

   

101,279

   

Class A

   

326

   

R6 Shares

   

58

   

Total

   

223,238

   

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

 

Fund Shares

 

$

7.92

   
Institutional Shares    

7.91

   
Class A    

7.94

   
R6 Shares    

7.92

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

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

$

8.12

   

(a)  Includes $57,036 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.


27


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)

    USAA High
Income Fund
 

Investment Income:

 

Dividends

 

$

6,366

   

Interest

   

97,367

   

Securities lending (net of fees)

   

373

   

Total Income

   

104,106

   

Expenses:

 

Investment advisory fees

   

7,939

   

Administration fees — Fund Shares

   

1,485

   

Administration fees — Institutional Shares

   

807

   

Administration fees — Class A

   

9

   

Administration fees — R6 Shares

   

2

   

Sub-Administration fees

   

23

   
12b-1 fees — Class A    

15

   

Custodian fees

   

136

   

Transfer agent fees — Fund Shares

   

1,252

   

Transfer agent fees — Institutional Shares

   

807

   

Transfer agent fees — Class A

   

6

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

58

   

Compliance fees

   

12

   

Legal and audit fees

   

164

   

State registration and filing fees

   

96

   

Interfund lending fees

   

(a)

 

Other expenses

   

231

   

Total Expenses

   

13,042

   

Expenses waived/reimbursed by Adviser

   

(114

)

 

Net Expenses

   

12,928

   

Net Investment Income (Loss)

   

91,178

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

20,046

   

Net change in unrealized appreciation/depreciation on investment securities

   

92,386

   

Net realized/unrealized gains (losses) on investments

   

112,432

   

Change in net assets resulting from operations

 

$

203,610

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


28


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA High Income Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

91,178

   

$

112,163

   

Net realized gains (losses) from investments

   

20,046

     

(149,455

)

 
Net change in unrealized appreciation/depreciation on
investments
   

92,386

     

28,915

   

Change in net assets resulting from operations

   

203,610

     

(8,377

)

 

Distributions to Shareholders:

 

Fund Shares

   

(48,734

)

   

(64,546

)

 

Institutional Shares

   

(40,433

)

   

(45,706

)

 

Class A

   

(296

)

   

(507

)

 

R6 Shares

   

(208

)

   

(310

)

 

Change in net assets resulting from distributions to shareholders

   

(89,671

)

   

(111,069

)

 

Change in net assets resulting from capital transactions

   

(185,398

)

   

(183,394

)

 

Change in net assets

   

(71,459

)

   

(302,840

)

 

Net Assets:

 

Beginning of period

   

1,838,705

     

2,141,545

   

End of period

 

$

1,767,246

   

$

1,838,705

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

90,425

   

$

170,453

   

Distributions reinvested

   

45,288

     

59,873

   

Cost of shares redeemed

   

(262,821

)

   

(338,042

)

 

Total Fund Shares

 

$

(127,108

)

 

$

(107,716

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

130,926

   

$

153,393

   

Distributions reinvested

   

40,372

     

44,791

   

Cost of shares redeemed

   

(219,424

)

   

(272,137

)

 

Total Institutional Shares

 

$

(48,126

)

 

$

(73,953

)

 

Class A

 

Proceeds from shares issued

 

$

82

   

$

957

   

Distributions reinvested

   

102

     

216

   

Cost of shares redeemed

   

(5,204

)

   

(3,341

)

 

Total Class A

 

$

(5,020

)

 

$

(2,168

)

 

R6 Shares

 

Proceeds from shares issued

 

$

162

   

$

858

   

Distributions reinvested

   

22

     

29

   

Cost of shares redeemed

   

(5,328

)

   

(444

)

 

Total R6 Shares

 

$

(5,144

)

 

$

443

   

Change in net assets resulting from capital transactions

 

$

(185,398

)

 

$

(183,394

)

 

(continues on next page)

See notes to financial statements.


29


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA High Income Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

Share Transactions:

 

Fund Shares

 

Issued

   

11,660

     

22,775

   

Reinvested

   

5,880

     

8,026

   

Redeemed

   

(34,060

)

   

(46,089

)

 

Total Fund Shares

   

(16,520

)

   

(15,288

)

 

Institutional Shares

 

Issued

   

17,052

     

21,816

   

Reinvested

   

5,246

     

6,030

   

Redeemed

   

(28,493

)

   

(36,069

)

 

Total Institutional Shares

   

(6,195

)

   

(8,223

)

 

Class A

 

Issued

   

12

     

126

   

Reinvested

   

13

     

29

   

Redeemed

   

(662

)

   

(457

)

 

Total Class A

   

(637

)

   

(302

)

 

R6 Shares

 

Issued

   

20

     

113

   

Reinvested

   

3

     

4

   

Redeemed

   

(681

)

   

(61

)

 

Total R6 Shares

   

(658

)

   

56

   

Change in Shares

   

(24,010

)

   

(23,757

)

 

See notes to financial statements.


30


This page is intentionally left blank.


31


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA High Income Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

7.44

     

0.39

(b)

   

0.47

     

0.86

     

(0.38

)

   

(0.38

)

 

July 31, 2020

 

$

7.91

     

0.44

(b)

   

(0.47

)

   

(0.03

)

   

(0.44

)

   

(0.44

)

 

July 31, 2019

 

$

8.01

     

0.47

     

(0.10

)

   

0.37

     

(0.47

)

   

(0.47

)

 

July 31, 2018

 

$

8.27

     

0.47

     

(0.26

)

   

0.21

     

(0.47

)

   

(0.47

)

 

July 31, 2017

 

$

7.90

     

0.47

     

0.37

     

0.84

     

(0.47

)

   

(0.47

)

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

7.43

     

0.39

(b)

   

0.48

     

0.87

     

(0.39

)

   

(0.39

)

 

July 31, 2020

 

$

7.90

     

0.44

(b)

   

(0.47

)

   

(0.03

)

   

(0.44

)

   

(0.44

)

 

July 31, 2019

 

$

8.00

     

0.47

     

(0.09

)

   

0.38

     

(0.48

)

   

(0.48

)

 

July 31, 2018

 

$

8.26

     

0.48

     

(0.26

)

   

0.22

     

(0.48

)

   

(0.48

)

 

July 31, 2017

 

$

7.90

     

0.48

     

0.36

     

0.84

     

(0.48

)

   

(0.48

)

 

Class A

 

Year Ended:

 

July 31, 2021

 

$

7.46

     

0.38

(b)

   

0.47

     

0.85

     

(0.37

)

   

(0.37

)

 

July 31, 2020

 

$

7.93

     

0.43

(b)

   

(0.48

)

   

(0.05

)

   

(0.42

)

   

(0.42

)

 

July 31, 2019

 

$

8.03

     

0.46

     

(0.10

)

   

0.36

     

(0.46

)

   

(0.46

)

 

July 31, 2018

 

$

8.28

     

0.46

     

(0.26

)

   

0.20

     

(0.45

)

   

(0.45

)

 

July 31, 2017

 

$

7.92

     

0.46

     

0.35

     

0.81

     

(0.45

)

   

(0.45

)

 

*  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.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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.

(c)  Amount is less than $0.005 per share.

(d)  Prior to December 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.05% of the Class A average daily net assets.

(e)  Prior to December 1, 2016, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.15% of Class A average daily net assets.

See notes to financial statements.


32


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 High Income Fund

 

Fund Shares

 

Year Ended:

 

July 31, 2021

 

$

   

$

7.92

     

11.84

%

   

0.75

%

   

5.01

%

   

0.75

%

 

$

962,971

     

30

%

 

July 31, 2020

   

   

$

7.44

     

(0.27

)%

   

0.81

%

   

5.82

%

   

0.81

%

 

$

1,027,510

     

48

%

 

July 31, 2019

   

(c)

 

$

7.91

     

4.85

%

   

0.85

%

   

5.93

%

   

0.85

%

 

$

1,212,711

     

31

%

 

July 31, 2018

   

(c)

 

$

8.01

     

2.65

%

   

0.81

%

   

5.79

%

   

0.81

%

 

$

1,207,790

     

22

%

 

July 31, 2017

   

(c)

 

$

8.27

     

10.92

%

   

0.83

%

   

5.80

%

   

0.83

%

 

$

1,225,990

     

21

%

 

Institutional Shares

 

Year Ended:

 

July 31, 2021

 

$

   

$

7.91

     

11.93

%

   

0.67

%

   

5.08

%

   

0.68

%

 

$

801,226

     

30

%

 

July 31, 2020

   

   

$

7.43

     

(0.19

)%

   

0.72

%

   

5.91

%

   

0.73

%

 

$

798,688

     

48

%

 

July 31, 2019

   

(c)

 

$

7.90

     

4.94

%

   

0.78

%

   

6.00

%

   

0.78

%

 

$

913,599

     

31

%

 

July 31, 2018

   

(c)

 

$

8.00

     

2.74

%

   

0.72

%

   

5.88

%

   

0.72

%

 

$

966,124

     

22

%

 

July 31, 2017

   

(c)

 

$

8.26

     

10.89

%

   

0.75

%

   

5.89

%

   

0.75

%

 

$

970,767

     

21

%

 

Class A

 

Year Ended:

 

July 31, 2021

 

$

   

$

7.94

     

11.58

%

   

0.92

%

   

4.89

%

   

1.37

%

 

$

2,586

     

30

%

 

July 31, 2020

   

   

$

7.46

     

(0.44

)%

   

0.98

%

   

5.63

%

   

1.09

%

 

$

7,184

     

48

%

 

July 31, 2019

   

(c)

 

$

7.93

     

4.69

%

   

1.00

%

   

5.78

%

   

1.21

%

 

$

10,021

     

31

%

 

July 31, 2018

   

(c)

 

$

8.03

     

2.55

%

   

1.02

%(d)

   

5.58

%

   

1.13

%

 

$

10,019

     

22

%

 

July 31, 2017

   

(c)

 

$

8.28

     

10.49

%

   

1.08

%(e)

   

5.55

%

   

1.15

%

 

$

10,096

     

21

%

 

(continues on next page)

See notes to financial statements.


33


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  continued

       

Investment Activities

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

USAA High Income Fund

 

R6 Shares

 

Year Ended:

 

July 31, 2021

 

$

7.43

     

0.40

(d)

   

0.49

     

0.89

     

(0.40

)

   

(0.40

)

 

July 31, 2020

 

$

7.90

     

0.45

(d)

   

(0.47

)

   

(0.02

)

   

(0.45

)

   

(0.45

)

 

July 31, 2019

 

$

8.01

     

0.48

     

(0.10

)

   

0.38

     

(0.49

)

   

(0.49

)

 

July 31, 2018

 

$

8.26

     

0.48

     

(0.25

)

   

0.23

     

(0.48

)

   

(0.48

)

 
December 1, 2016 (e)
through July 31, 2017
 

$

7.98

     

0.32

     

0.28

     

0.60

     

(0.32

)

   

(0.32

)

 

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

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  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)  Commencement of operations.

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

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

USAA High Income Fund

 

R6 Shares

 

Year Ended:

 

July 31, 2021

 

$

7.92

     

12.25

%

   

0.58

%

   

5.25

%

   

0.92

%

 

$

463

     

30

%

 

July 31, 2020

 

$

7.43

     

(0.12

)%

   

0.64

%

   

5.98

%

   

0.82

%

 

$

5,323

     

48

%

 

July 31, 2019

 

$

7.90

     

4.95

%

   

0.65

%

   

6.13

%

   

0.96

%

 

$

5,214

     

31

%

 

July 31, 2018

 

$

8.01

     

2.94

%

   

0.65

%

   

5.95

%

   

0.92

%

 

$

5,055

     

22

%

 
December 1, 2016 (e)
through July 31, 2017
 

$

8.26

     

7.64

%

   

0.65

%

   

5.88

%

   

1.26

%

 

$

5,177

     

21

%

 

See notes to financial statements.


35


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 High Income Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


36


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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.

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Asset-Backed Securities

 

$

   

$

2,348

   

$

   

$

2,348

   

Collateralized Mortgage Obligations

   

     

324

     

     

324

   

Common Stocks

   

31,268

     

     

2,152

     

33,420

   

Preferred Stocks

   

27,692

     

7,921

     

     

35,613

   

Warrants

   

(a)

   

     

     

(a)

 

Convertible Corporate Bond

   

     

1,244

     

     

1,244

   

Senior Secured Loans

   

     

32,234

     

6

     

32,240

   

Corporate Bonds

   

     

1,276,276

     

     

1,276,276

   

Yankee Dollars

   

     

272,099

     

     

272,099

   

Municipal Bonds

   

     

3,428

     

     

3,428

   

Commercial Paper

   

     

51,599

     

     

51,599

   

Exchange-Traded Funds

   

36,809

     

     

     

36,809

   

Collateral for Securities Loaned

   

58,809

     

     

     

58,809

   

Total

 

$

154,578

   

$

1,647,473

   

$

2,158

   

$

1,804,209

   

(a) Less than $1 thousand.

As of July 31, 2021, there were no significant Level 3 holdings in the fair value hierarchy. For the year ended July 31, 2021, there were no significant 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.


37


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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.

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 a 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.


38


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Bank Loans:

The Fund may invest in loan interests and direct debt instruments, generally referred to as bank loans, which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations), to suppliers of goods or services (in the case of trade claims or other receivables), or to other parties. These investments involve a risk of loss in case of the default, insolvency, or bankruptcy of the borrower.

Below-Investment-Grade Securities:

The Fund invests in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

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 presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of July 31, 2021, the Fund did not hold any futures 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 discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.


39


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

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 July 31, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
 

Cash Collateral

 
$

57,036

   

$

   

$

58,809

   

Federal Income Taxes:

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

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

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or an 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


40


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

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 July 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)
 
$

   

$

26,258

   

$

793

   

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 July 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

519,143

   

$

685,861

   

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 July 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.7

%

 

USAA Target Retirement Income Fund

   

1.9

%

 

USAA Target Retirement 2030 Fund

   

3.4

%

 

USAA Target Retirement 2040 Fund

   

3.0

%

 

USAA Target Retirement 2050 Fund

   

0.9

%

 

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 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.


41


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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

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

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
+/- 20 to 50  

+/- 4

 
+/- 51 to 100  

+/- 5

 
+/- 101 and greater  

+/- 6

 

(a) Based on the difference between the 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 High Yield Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to July 31, 2021, performance fees were $(643), $(445), $(5), and $(3) for Fund Shares, Institutional Shares, Class A, and R6 Shares in thousands, respectively. Performance adjustments were (0.06)%, (0.06)%, (0.08)%, and (0.07)% for Fund Shares, Institutional Shares, Class A, and R6 Shares, 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.


42


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-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 July 31, 2021, are reflected on the Statement of Operations as Compliance 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, Class A, and R6 Shares 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended July 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 July 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

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

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


43


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limits (excluding voluntary waivers) were 0.83%, 0.73%, 1.00%, and 0.65% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under 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 July 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 July 31, 2021.

Expires
2022
  Expires
2023
  Expires
2024
 

Total

 
$

10

   

$

69

   

$

114

   

$

193

   

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 July 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.

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.

High-Yield/Junk Bond Risk — Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events. High-yield securities also can involve a substantially greater risk of default


44


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

than higher quality debt securities, and their values can decline significantly over short and longer periods of time.

LIBOR Discontinuation Risk — Many debt securities, derivatives, and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six, and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 31, 2021.


45


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 July 31, 2021, were as follows (amounts in thousands):





 

Borrower
or
Lender
  Amount
Outstanding
at
July 31,
2021
 

Average
Borrowing*
 

Days
Borrowing
Outstanding
 

Average
Interest
Rate*
 
Maximum
Borrowing
During
the Period
 
       

Borrower

 

$

   

$

4,560

     

4

     

0.59

%

 

$

6,167

   

*  For the year ended July 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

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

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

As of July 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 July 31, 2021

 

Year Ended July 31, 2020

 

  Distributions
paid from
      Distributions
paid from
     
   
Ordinary
Income
  Total
Distributions
Paid
 
Ordinary
Income
  Total
Distributions
Paid
 
       

$

89,671

   

$

89,671

   

$

111,069

   

$

111,069

   


46


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

As of July 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
Loss
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

4,183

   

$

(55

)

 

$

4,128

   

$

(216,456

)

 

$

119,163

   

$

(93,165

)

 

*  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 hybrid accruals interest purchased.

As of July 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

 
       

$

30,452

   

$

186,004

   

$

216,456

   

During the tax year ended July 31, 2021, the Fund utilized $13,600 thousand of short-term capital loss carryforwards, and $6,270 thousand of long-term capital loss carryforwards.

As of July 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)
 
$

1,685,046

   

$

140,519

   

$

(21,356

)

 

$

119,163

   


47


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA High Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA High Income Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 31, 2021, by correspondence with the custodian, agent banks and brokers or by other appropriate auditing procedures where replies from brokers or agent banks 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
September 29, 2021


48


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 


49


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 


50


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.


51


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 


52


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.


53


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 


54


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 August 1, 2020, through July 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
2/1/21
  Actual
Ending
Account
Value
7/31/21
  Hypothetical
Ending
Account
Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-
7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-
7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-
7/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,039.20

   

$

1,021.12

   

$

3.74

   

$

3.71

     

0.74

%

 

Institutional Shares

   

1,000.00

     

1,039.60

     

1,021.42

     

3.44

     

3.41

     

0.68

%

 

Class A

   

1,000.00

     

1,038.10

     

1,020.33

     

4.55

     

4.51

     

0.90

%

 

R6 Shares

   

1,000.00

     

1,042.20

     

1,022.02

     

2.84

     

2.81

     

0.56

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


55


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021:




  Dividends Received
Deduction
(corporate
shareholders)
  Qualified Dividend
Income
(non-corporate
shareholders)
  Qualified
Interest
Income
 
         

1

%

   

4

%

   

91

%

 


56


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

The USAA Mutual Funds Trust 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 Fund's 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 Fund's 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.


57


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  

40052-0921


JULY 31, 2021

Annual Report

USAA Money Market 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 Capital 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)

   

5

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

6

   

Schedule of Portfolio Investments

   

7

   

Financial Statements

 

Statement of Assets and Liabilities

    12    

Statement of Operations

    13    

Statements of Changes in Net Assets

    14    

Financial Highlights

    16    

Notes to Financial Statements

   

18

   
Report of Independent
Registered Public Accounting Firm
   

25

   

Supplemental Information (Unaudited)

   

26

   

Trustees' and Officers' Information

    26    

Proxy Voting and Portfolio Holdings Information

    32    

Expense Example

    32    

Additional Federal Income Tax Information

    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,

It's hard to believe that it was just last summer when we were still coming to grips with a global pandemic, hoping for an effective vaccine, and wondering whether the U.S. Federal Reserve's (the "Fed's") aggressive actions would continue to mollify financial markets. As it turns out, a vaccine was rolled out (domestically) faster than expectations, and a recovery that began during the second quarter of 2020 continued unabated.

Fast forward to today and investors are still a bit uneasy, but with a different set of worries. Financial assets have recovered, but the pandemic is still on the back of everyone's mind, and we are all wondering how a recent surge in COVID-19 cases will impact markets going forward. Today, CEOs are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. If anything, this merely exemplifies just how dynamic and unpredictable markets can be.

Nevertheless, we consider ourselves relatively fortunate despite the myriad challenges of the past year. For starters, we are thankful how quickly the various forms of monetary and fiscal stimulus contributed to a rebound in gross domestic product ("GDP"). 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 rallied sharply as many investors began to shift their focus. Deflation was out; inflation was in. More recently, the calculus has shifted once again. This summer a new variant of the virus emerged, and investors began worrying about future economic growth. With those concerns volatility re-emerged and Treasury yields retreated. The ride continues.

So how did markets actually fare during our most recent annual reporting period? Through all the volatility and surprises, the S&P 500® Index registered impressive gains of nearly 35% for this 12-month period ended July 31, 2021. Not coincidentally, this broad market index has been hovering near its all-time high. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 69 basis points (a basis point is 1/100th of one percent), reflecting a very low starting rate, substantial fiscal stimulus, and the Fed's ongoing accommodative monetary policy. As the end of our reporting period approached, however, the yield on the 10-Year U.S. Treasury began trending lower, reflecting pandemic and growth concerns and finishing at 1.24% on July 31, 2021.

Where to from here? Our investment professionals continually monitor the environment and work hard to position portfolios opportunistically. There will no doubt be more challenges ahead, but we think it's important to reflect on the positives and remember our collective spirit and perseverance. Markets endured this past

2


year and even surprised to the upside, and investors who remained calm in the face of adversity and focused on their longer-term investment goals were likely rewarded. In our view, that always seems to be 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.

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 Trust

3


USAA Mutual Funds Trust

USAA Money Market Fund

Managers' Commentary

(Unaudited)

•  What were the market conditions during the reporting period?

Throughout the 12-month reporting period ending July 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 target to these low levels in order to support the U.S. economy during the country's battle with COVID-19. Recent commentary from the Fed indicates that it doesn't expect to raise the target rate 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, interest rates on money market instruments were low throughout the reporting period. As a result, yields on money market mutual funds were also low. However, investors continued to rely on the perceived risk profile of money market funds.

•  How did the USAA Money Market Fund (the "Fund") perform during the reporting period?

For the reporting period ended July 31, 2021, the Fund had a return of 0.01%, compared to an average return of 0.02% for the funds in the Lipper Money Market Funds category.

•  What strategies did you employ during the period?

During the reporting period ending July 31, 2021, we continued to invest in commercial paper, fixed-rate Yankee CDs, Treasury securities, and corporate notes. We moderated the Fund's investments in variable rate Yankee CDs as interest rates moved lower while maintaining our exposure to variable rate demand notes ("VRDNs"). The VRDNs owned by the Fund give us flexibility because they can be sold at par (100% of face value) upon notice of seven days or less. Furthermore, most of these VRDNs are guaranteed by a bank letter of credit for the payment of both principal and interest, providing the Fund with a degree of safety and liquidity. As always, we relied on our team of analysts to help us identify securities that we believe represented relative value. These specialists also continue to analyze and monitor every holding in the portfolio

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

Money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although money market funds seek to preserve the value of investors' shares at $1.00 per share, it is possible to lose money by investing in a money market fund.

4


USAA Mutual Funds Trust

USAA Money Market Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended July 31, 2021

   

Fund Shares

 

INCEPTION DATE

 

1/30/81

 
   

Net Asset Value

 

One Year

   

0.01

%

 

Five Year

   

0.89

%

 

Ten Year

   

0.45

%

 

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 USAA Federal Savings Bank, or any other 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 Money Market Fund — 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 shares.

Past performance is not indicative of future results.

5


USAA Mutual Funds Trust
USAA Money Market Fund
 

July 31, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks the highest income consistent with preservation of capital and the maintenance of liquidity.

Portfolio Mix

July 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 Money Market Fund
  Schedule of Portfolio Investments
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (11.5%)

 

Consumer Discretionary (0.2%):

 
Harvest Time Tabernacle, Inc. (LOC — Federal Home Loan Bank of Dallas), 0.18%,
8/1/37 (a)
 

$

3,995

   

$

3,995

   

Consumer Staples (1.4%):

 
Altoona-Blair County Development Corp. (LOC — PNC Financial Services Group),
0.15%, 4/1/35, Callable 8/16/21 @ 100 (a) (b)
   

20,000

     

20,000

   

Labcon North America (LOC — BNP Paribas), 0.18%, 6/1/44 (a)

   

6,920

     

6,920

   
     

26,920

   

Financials (9.9%):

 
Bass Pro Rossford Development Co. LLC (LOC — Fifth Third Bank), 0.24%,
11/1/27 (a)
   

20,755

     

20,755

   
Carol Allen Family Liquidity Trust (LOC — Comerica Bank, N.A.), 0.15%, 3/1/48,
Callable 9/7/21 @ 100 (a)
   

25,000

     

25,000

   
Chad J Himmel Irrevocable Trust (LOC — Federal Home Loan Bank of Dallas),
0.12%, 7/1/48, Callable 9/7/21 @ 100 (a)
   

5,290

     

5,290

   
Columbus Hotel Investment One LLC (LOC — Federal Home Loan Bank of New York),
0.12%, 10/1/48, Callable 9/7/21 @ 100 (a)
   

6,535

     

6,535

   
David S Pearl II Irrevocable Trust (LOC — Federal Home Loan Bank of Dallas),
0.20%, 11/1/36, Callable 9/7/21 @ 100 (a)
   

2,670

     

2,670

   

Delos LLC (LOC — Wells Fargo & Co.), 0.16%, 3/1/37 (a)

   

8,880

     

8,880

   

Elsinore Properties LP (LOC — Fifth Third Bank), 0.18%, 2/1/37 (a)

   

3,930

     

3,930

   

Fiore Capital LLC (LOC — Wells Fargo & Co.), 0.13%, 8/1/45 (a)

   

24,990

     

24,990

   
Gillean Family Trust (LOC — Federal Home Loan Bank of Dallas), 0.12%, 12/1/39,
Callable 9/7/21 @ 100 (a)
   

6,140

     

6,140

   
Herman & Kittle Capital LLC (LOC — Federal Home Loan Bank of Cincinnati),
0.12%, 2/1/37 (a)
   

3,505

     

3,505

   
Lamar Avenue Trust (LOC — Federal Home Loan Bank of Dallas), 0.12%, 12/1/37,
Callable 9/7/21 @ 100 (a)
   

4,445

     

4,445

   
Lavonia O Frick Family Trust (LOC — Federal Home Loan Bank of Atlanta), 0.12%,
8/1/48, Callable 9/7/21 @ 100 (a)
   

6,000

     

6,000

   
Mark E Potteiger Irrevocable Life Insurance Trust (LOC — Federal Home Loan
Bank of Dallas), 0.12%, 6/1/48, Callable 9/7/21 @ 100 (a)
   

4,025

     

4,025

   

Medilucent MOB I LP (LOC — PNC Financial Services Group), 0.15%, 8/1/30 (a)

   

5,870

     

5,870

   
NLS Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 0.15%, 12/1/39, Callable
9/7/21 @ 100 (a)
   

11,260

     

11,260

   
Opler Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 0.15%, 11/1/39, Callable
9/7/21 @ 100 (a)
   

9,280

     

9,280

   
Pinnacle Properties Development Group LLC (LOC — Federal Home Loan Bank of
Cincinnati), 0.12%, 6/15/41 (a)
   

7,204

     

7,204

   
Stivers Realty LC (LOC — Federal Home Loan Bank of Dallas), 0.12%, 7/1/43,
Callable 9/7/21 @ 100 (a)
   

6,010

     

6,010

   

Stobro Co. LP (LOC — Federal Home Loan Bank of Pittsburgh), 0.25%, 1/1/32 (a)

   

9,650

     

9,650

   
The Debra B Kennedy Irrevocable Trust (LOC — Federal Home Loan Bank of
Dallas), 0.12%, 5/1/48, Callable 9/7/21 @ 100 (a)
   

4,420

     

4,420

   
The Dennis Wesley Co., Inc. (LOC — Federal Home Loan Bank of Indianapolis)
0.12%, 6/15/34, Callable 9/7/21 @ 100 (a)
   

1,905

     

1,905

   

0.12%, 11/15/39, Callable 9/7/21 @ 100 (a)

   

10,125

     

10,125

   

See notes to financial statements.

7


USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
The Linda E Krejsek Life Insurance Trust (LOC — Federal Home Loan Bank of
Dallas), 0.12%, 9/1/37 (a)
 

$

5,490

   

$

5,490

   
     

193,379

   

Total Corporate Bonds (Cost $224,294)

   

224,294

   

Yankee Dollars (1.8%)

 

Materials (1.8%):

 
SSAB AB (LOC — Credit Agricole Corp. Inv. Bank), 0.12%, 5/1/34, Callable
9/7/21 @ 100 (a)
   

15,000

     

15,000

   

SSAB AB (LOC — Swedbank AB), 0.12%, 4/1/34 (a)

   

20,000

     

20,000

   
     

35,000

   

Total Yankee Dollars (Cost $35,000)

   

35,000

   

Municipal Bonds (11.9%)

 

Arizona (1.4%):

 
Yavapai County IDA Revenue (LOC — Bank of Nova Scotia), 0.18%, 9/1/35,
Continuously Callable @100 (a)
   

26,625

     

26,625

   

Arkansas (1.5%):

 
County of Union AR Revenue (LOC — Bank of America Corp.), Series R, 0.18%,
10/1/27, Callable 9/1/21 @ 100 (a)
   

29,000

     

29,000

   

Connecticut (0.2%):

 
Connecticut State Development Authority Revenue (LOC — Toronto-Dominion
Bank), 0.24%, 12/1/28, Continuously Callable @100 (a)
   

4,160

     

4,160

   

Georgia (1.6%):

 
Appling County Development Authority Revenue, 0.05%, 9/1/41, Continuously
Callable @100 (a)
   

15,900

     

15,900

   
The Burke County Development Authority Revenue, Series 1, 0.03%, 7/1/49,
Continuously Callable @100 (a)
   

15,000

     

15,000

   
     

30,900

   

Illinois (0.1%):

 
Illinois Finance Authority Revenue (LOC — Federal Home Loan Bank of Chicago),
0.19%, 7/1/40, Continuously Callable @100 (a)
   

2,465

     

2,465

   

Indiana (0.7%):

 
City of Knox Revenue (LOC — SunTrust Bank), 0.18%, 2/1/46, Continuously
Callable @100 (a)
   

11,300

     

11,300

   
City of Marion Revenue (LOC — Key Bank, N.A.), Series A, 0.20%, 2/1/35,
Continuously Callable @100 (a)
   

2,550

     

2,550

   
     

13,850

   

Louisiana (4.0%):

 
Parish of St. Charles Revenue (LOC — Federal Home Loan Bank of Atlanta), 0.12%,
9/1/24, Continuously Callable @100 (a)
   

2,475

     

2,475

   
Parish of St. James Revenue, Series B-1, 0.07%, 11/1/40, Continuously
Callable @100 (a)
   

75,970

     

75,970

   
     

78,445

   

See notes to financial statements.

8


USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

New York (0.4%):

 
Saratoga County IDA Revenue (LOC — JPMorgan Chase & Co.), 0.12%, 11/1/21,
Continuously Callable @100 (a)
 

$

7,245

   

$

7,245

   

Oklahoma (1.7%):

 
Muskogee Industrial Trust Revenue, Series A, 0.13%, 1/1/25, Callable
9/1/21 @ 100 (a)
   

32,400

     

32,400

   

Pennsylvania (0.3%):

 
Allegheny County IDA Revenue (LOC — PNC Financial Services Group), 0.19%,
11/1/27, Callable 9/1/21 @ 100 (a)
   

4,736

     

4,736

   
Pennsylvania Economic Development Financing Authority Revenue
(LOC — PNC Financial Services Group), 0.15%, 4/1/35 (a)
   

2,895

     

2,895

   
     

7,631

   

Total Municipal Bonds (Cost $232,721)

   

232,721

   

Commercial Paper (74.4%) (c)

 

Ameren Corp., 0.09%, 8/3/21

   

22,000

     

22,000

   
American Honda Finance Corp.
0.10%, 8/4/21
   

20,000

     

20,000

   

0.14%, 8/16/21

   

20,000

     

19,999

   

0.17%, 9/3/21

   

20,000

     

19,997

   
Amphenol Corp.
0.14%, 8/18/21 (b)
   

20,000

     

19,999

   

0.15%, 9/7/21 (b)

   

20,000

     

19,997

   
AT&T, Inc.
0.25%, 9/21/21 (b)
   

20,000

     

19,993

   

0.14%, 10/21/21 (b)

   

10,000

     

9,997

   

0.23%, 12/17/21 (b)

   

10,000

     

9,991

   
Barclays Bank PLC
0.12%, 8/24/21 (b)
   

20,000

     

19,998

   

0.23%, 11/1/21 (b)

   

19,000

     

18,989

   

0.15%, 11/23/21 (b)

   

20,000

     

19,991

   

Barton Capital Corp., 0.12%, 10/26/21 (b)

   

10,000

     

9,997

   

Barton Capital SA, 0.17%, 8/24/21 (b)

   

19,700

     

19,698

   

BASF SE, 0.13%, 9/27/21 (b)

   

20,000

     

19,996

   
Bayerische Landesbank
0.12%, 8/19/21
   

20,000

     

19,999

   

0.15%, 11/17/21

   

20,000

     

19,991

   

0.19%, 2/15/22

   

20,000

     

19,979

   

CenterPoint Energy Resources Corp., 0.06%, 8/2/21 (b)

   

90,000

     

89,999

   
Cooperatieve Rabobank U.A.
0.11%, 12/6/21
   

20,000

     

19,993

   

0.16%, 2/15/22

   

20,000

     

19,982

   

Corporate Asset Funding Co. LLC, 0.16%, 10/6/21 (b)

   

20,000

     

19,994

   
Crown Point Capital Co. LLC
0.12%, 8/2/21 (b)
   

20,000

     

20,000

   

0.20%, 9/22/21 (b)

   

20,000

     

19,994

   

0.26%, 10/1/21 (b)

   

20,000

     

19,991

   

0.37%, 1/3/22 (b)

   

20,000

     

20,000

   

See notes to financial statements.

9


USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Dairy Farmers of America, Inc., 0.07%, 8/2/21 (b)

 

$

60,000

   

$

59,999

   

Duke Energy Corp., 0.11%, 8/9/21 (b)

   

20,000

     

19,999

   

Enbridge US, Inc., 0.08%, 8/2/21 (b)

   

20,000

     

20,000

   
Glencore Funding LLC
0.20%, 8/10/21 (b)
   

20,000

     

19,999

   

0.19%, 8/23/21 (b)

   

20,000

     

19,998

   

Gotham Funding Corp., 0.10%, 10/25/21 (b)

   

20,000

     

19,995

   
Great Bridge Capital Co. LLC
0.15%, 8/3/21 (b)
   

25,000

     

24,999

   

0.20%, 9/8/21 (b)

   

20,000

     

19,996

   

0.22%, 9/13/21 (b)

   

16,000

     

15,996

   
Hannover Funding Co. LLC
0.26%, 8/2/21 (b)
   

20,000

     

20,000

   

0.19%, 8/26/21 (b)

   

20,000

     

19,997

   

0.23%, 9/27/21 (b)

   

20,000

     

19,993

   
Harley-Davidson, Inc.
0.19%, 8/4/21 (b)
   

15,000

     

15,000

   

0.18%, 8/6/21 (b)

   

10,000

     

10,000

   
Hyundai Capital America
0.15%, 8/2/21 (b)
   

20,000

     

20,000

   

0.12%, 8/11/21 (b)

   

20,000

     

19,999

   

Jabil, Inc., 0.70%, 8/2/21 (b)

   

78,000

     

77,998

   
Landesbank Baden-Wuerttemberg
0.20%, 8/26/21
   

17,450

     

17,447

   

0.21%, 1/7/22

   

20,000

     

19,981

   
LMA Americas LLC
0.15%, 8/9/21 (b)
   

20,000

     

19,999

   

0.09%, 10/12/21 (b)

   

20,000

     

19,996

   

0.18%, 11/18/21 (b)

   

20,000

     

19,989

   

0.16%, 1/25/22 (b)

   

15,000

     

14,988

   
Manhattan Asset Funding Co.
0.10%, 10/13/21 (b)
   

15,000

     

14,997

   

0.20%, 11/30/21 (b)

   

20,000

     

19,987

   

0.18%, 5/31/22 (b)

   

20,000

     

19,970

   
National Rural Utilities Cooperative Finance Corp.
0.09%, 8/10/21
   

20,000

     

20,000

   

0.09%, 8/16/21

   

15,000

     

14,999

   
Natixis
0.20%, 12/2/21
   

20,000

     

19,986

   

0.20%, 1/3/22

   

20,000

     

19,983

   

Nutrien Ltd., 0.13%, 8/23/21 (b)

   

20,000

     

19,998

   
Ridgefield Funding Co. LLC
0.20%, 10/5/21 (b)
   

10,000

     

9,996

   

0.20%, 10/29/21 (b)

   

20,000

     

19,990

   

0.22%, 2/18/22 (b)

   

20,000

     

19,975

   
Sheffield Receivables
0.07%, 9/13/21 (b)
   

20,000

     

19,998

   

0.10%, 10/20/21 (b)

   

20,000

     

19,996

   

See notes to financial statements.

10


USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
July 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Societe Generale SA
0.17%, 4/19/22 (b)
 

$

20,000

   

$

19,976

   

0.19%, 6/9/22 (b)

   

15,000

     

14,975

   
Sumitomo Mitsui Banking Corp.
0.11%, 10/4/21 (b)
   

20,000

     

19,996

   

0.10%, 12/13/21 (b)

   

20,000

     

19,993

   

Union Pacific Corp., 0.10%, 8/25/21 (b)

   

20,000

     

19,999

   

Victory Receivables Corp., 0.07%, 8/24/21 (b)

   

20,000

     

19,999

   

Total Commercial Paper (Cost $1,451,745)

   

1,451,745

   

Total Investments (Cost $1,943,760) — 99.6%

   

1,943,760

   

Other assets in excess of liabilities — 0.4%

   

7,009

   

NET ASSETS — 100.00%

 

$

1,950,769

   

At July 31, 2021, the Fund's investments in foreign securities were 14.3% of net assets.

(a)  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.

(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 July 31, 2021, the fair value of these securities was $1,177,409 (thousands) and amounted to 60.4% of net assets.

(c)  Rate represents the effective yield at July 31, 2021.

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

IDA — Industrial Development Authority

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

PLC — Public Limited Company

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

11


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
July 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Money
Market Fund
 

Assets:

 

Investments, at value (Cost $1,943,760)

 

$

1,943,760

   

Cash

   

4,768

   

Receivables:

 

Interest

   

105

   

Capital shares issued

   

3,889

   

From Adviser

   

1,432

   

From affiliate

   

127

   

Prepaid expenses

   

36

   

Total Assets

   

1,954,117

   

Liabilities:

 

Payables:

 

Distributions

   

(a)

 

Capital shares redeemed

   

2,258

   

Accrued expenses and other payables:

 

Investment advisory fees

   

399

   

Administration fees

   

166

   

Custodian fees

   

20

   

Transfer agent fees

   

418

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

85

   

Total Liabilities

   

3,348

   

Net Assets:

 

Capital

   

1,950,770

   

Total accumulated earnings/(loss)

   

(1

)

 

Net Assets

 

$

1,950,769

   

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

   

1,951,292

   

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.


12


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended July 31, 2021
 

(Amounts in Thousands)  

    USAA Money
Market Fund
 

Investment Income:

 

Interest

 

$

5,233

   

Total Income

   

5,233

   

Expenses:

 

Investment advisory fees

   

5,151

   

Administration fees

   

2,146

   

Sub-Administration fees

   

3

   

Custodian fees

   

135

   

Transfer agent fees

   

5,366

   

Trustees' fees

   

59

   

Compliance fees

   

15

   

Legal and audit fees

   

55

   

State registration and filing fees

   

74

   

Other expenses

   

207

   

Total Expenses

   

13,211

   

Expenses waived/reimbursed by Adviser

   

(8,192

)

 

Net Expenses

   

5,019

   

Net Investment Income

   

214

   

Change in net assets resulting from operations

 

$

214

   

See notes to financial statements.


13


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Money Market Fund

 
    Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
 

From Investments:

 

Operations:

 

Net investment income

 

$

214

   

$

48,982

   

Net realized gains from investments

   

     

106

   

Change in net assets resulting from operations

   

214

     

49,088

   

Change in net assets resulting from distributions to shareholders

   

(323

)

   

(48,976

)

 

Change in net assets resulting from capital transactions

   

(393,741

)

   

(2,534,136

)

 

Change in net assets

   

(393,850

)

   

(2,534,024

)

 

Net Assets:

 

Beginning of period

   

2,344,619

     

4,878,643

   

End of period

 

$

1,950,769

   

$

2,344,619

   

Capital Transactions:

 

Proceeds from shares issued

 

$

638,947

   

$

4,964,491

   

Distributions reinvested

   

320

     

48,704

   

Cost of shares redeemed

   

(1,033,008

)

   

(7,547,331

)

 

Change in net assets resulting from capital transactions

 

$

(393,741

)

 

$

(2,534,136

)

 

Share Transactions:

 

Issued

   

638,949

     

4,964,491

   

Reinvested

   

320

     

48,704

   

Redeemed

   

(1,033,008

)

   

(7,547,331

)

 

Change in Shares

   

(393,739

)

   

(2,534,136

)

 

See notes to financial statements.


14


This page is intentionally left blank.

15


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Money Market Fund

 

Year Ended:

 

July 31, 2021

 

$

1.00

     

(a)(b)

   

     

(b)

   

(b)

   

(b)

 

July 31, 2020

 

$

1.00

     

0.01

(a)

   

(b)

   

0.01

     

(0.01

)

   

   

July 31, 2019

 

$

1.00

     

0.02

     

(b)

   

0.02

     

(0.02

)

   

   

July 31, 2018

 

$

1.00

     

0.01

     

(b)

   

0.01

     

(0.01

)

   

   

July 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 (loss) has been calculated using the average daily shares method.

(b)  Amount is less than $0.005 per share.

(c)  USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield.

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

See notes to financial statements.

16


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
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
 

USAA Money Market Fund

 

Year Ended:

 

July 31, 2021

   

(b)

 

$

1.00

     

0.01

%

   

0.23

%

   

0.01

%

   

0.61

%

 

$

1,950,769

   

July 31, 2020

   

(0.01

)

 

$

1.00

     

1.04

%

   

0.58

%

   

1.15

%

   

0.61

%

 

$

2,344,619

   

July 31, 2019

   

(0.02

)

 

$

1.00

     

1.97

%

   

0.62

%

   

1.95

%

   

0.62

%

 

$

4,878,643

   

July 31, 2018

   

(0.01

)

 

$

1.00

     

1.13

%

   

0.62

%

   

1.12

%

   

0.62

%

 

$

4,623,610

   

July 31, 2017

   

(b)

 

$

1.00

     

0.31

%(c)

   

0.63

%(c)(d)

   

0.29

%

   

0.63

%(d)

 

$

4,513,270

   

See notes to financial statements.

17


USAA Mutual Funds Trust

  Notes to Financial Statements
July 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 Money Market Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a retail money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act; and as a retail money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Board of Trustees (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)

18


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Board's 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.

Municipal Obligations:

The value of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. 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 July 31.

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

19


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 an 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 July 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)
 
$

   

$

55,430

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is 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 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended July 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 July 31, 2021, the Fund had no subadvisers.

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 an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.10%, which is based on the Fund's average daily net assets. Amounts incurred for the year ended July 31, 2021, are reflected on the Statement of Operations as Administration 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 July 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. Transfer agent's fees for the Fund are paid monthly based on a fee accrued daily at an annualized rate of 0.25% 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 July 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended July 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, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of July 31, 2021, the expense limit (excluding voluntary waivers) was 0.62%.

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 0.62%. 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

21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 31, 2021
 

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 July 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 July 31, 2021.

Expires
2023
  Expires
2024
 

Total

 
$

1,305

   

$

8,192

   

$

9,497

   

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.

Stable Net Asset Value Risk — You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Liquidity Fees and Gates — The Fund may impose liquidity fees on redemptions and/or temporarily suspend redemptions (gates) if the Fund's weekly liquid assets fall below certain 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 also would delay your ability to redeem your investments in the Fund.

Credit Risk — Credit risk is expected to be low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that an issuer will fail to make timely interest and principal payments on its securities or that negative perceptions of the issuer's ability to make such payments will cause the price of that security to decline.

LIBOR Discontinuation Risk — Many debt securities, derivatives, and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six, and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups

22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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.

5. Borrowing:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. 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 July 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. Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. 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 July 31, 2021.

6. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

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

23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
July 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 Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

Year Ended July 31, 2021

 

Year Ended July 31, 2020

 
Distributions
paid from
 
  Distributions
paid from
 
 
Ordinary
Income
  Total
Distributions
Paid
  Ordinary
Income
  Total
Distributions
Paid
 
$

323

   

$

323

   

$

49,089

   

$

49,089

   

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

Undistributed
Ordinary
Income
  Distributions
Payable
  Total
Accumulated
Earnings
(Loss)
 
$

15

   

$

(16

)

 

$

(1

)

 

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

As of July 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)
 
$

1,943,760

   

$

   

$

   

$

   


24


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Money Market Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Money Market Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of July 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 July 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 July 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
September 29, 2021


25


USAA Mutual Funds Trust

  Supplemental Information
July 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, (a)
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

 

26


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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

 

27


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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.

28


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 

29


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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, (a)(b)(c)
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

 

(a)  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.

(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 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.

30


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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)

 
Colin Kinney,
Born October 1973
 

Chief Compliance Officer

 

2021

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Chief Compliance Officer Victory Funds (since 2017); Chief Risk Officer, the Adviser (2009-2017); Chief Compliance Officer, the Adviser (since 2013)

 
Sean Fox,
Born September 1976
 

Deputy Chief Compliance Officer

 

2021

 

Deputy Chief Compliance Officer, USAA Mutual Funds Trust (since 2021); Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019)

 

31


USAA Mutual Funds Trust

  Supplemental Information — continued
July 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 February 1, 2021, through July 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
2/1/21
  Actual
Ending
Account Value
7/31/21
  Hypothetical
Ending
Account Value
7/31/21
  Actual
Expenses Paid
During Period
2/1/21-7/31/21*
  Hypothetical
Expenses Paid
During Period
2/1/21-7/31/21*
  Annualized
Expense Ratio
During Period
2/1/21-7/31/21
 
$

1,000.00

   

$

1,000.00

   

$

1,023.80

   

$

0.99

   

$

1.00

     

0.20

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

32


USAA Mutual Funds Trust

  Supplemental Information — continued
July 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended July 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 July 31, 2021 (amounts in thousands):



  Short-Term
Capital Gain
Distributions
 
       

$

106

   


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  

23427-0921


 

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)  $339,500   $373,405 
(b) Audit-Related Fees (2)   -    - 
(c) Tax Fees (3)   12,049    45,401 
(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 July 31, 2021 and July 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, foreign tax compliance services and tax consulting services.

 

(4) For the fiscal years ended July 31, 2021 and July 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   $12,049   $123,184 
2020   $45,401   $129,964 

 

(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 and foreign tax compliance services for fiscal years listed above. All services were preapproved by the Audit Committee.

 

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           October 1, 2021  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*                   /s/ Christopher K. Dyer  
Christopher K. Dyer, Principal Executive Officer  

 

Date           October 1, 2021 

 

By (Signature and Title)*                   /s/ James K. De Vries
James K. De Vries, Principal Financial Officer  

 

Date           October 1, 2021