N-CSRS 1 tm2134281-1_ncsrs.htm N-CSRS

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:            811-07852

 

USAA Mutual Funds Trust

(Exact name of registrant as specified in charter)

 

15935 La Cantera Pkwy, San Antonio, Texas                                                    78256

(Address of principal executive offices)                                                    (Zip code)

 

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

(Name and address of agent for service)

 

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

 

Date of fiscal year end: May 31

 

Date of reporting period: November 30, 2021

 

 

 

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

 

NOVEMBER 30, 2021

Semi Annual Report

USAA Cornerstone Moderately
Conservative Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    13    

Statement of Operations

    14    

Statements of Changes in Net Assets

    15    

Financial Highlights

    16    

Notes to Financial Statements

   

18

   

Supplemental Information

   

29

   

Proxy Voting and Portfolio Holdings Information

    29    

Expense Example

    29    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks current income with a secondary focus on capital appreciation.

Asset Allocation*:

November 30, 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%.

 


2


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (1.0%)

 
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2, 2.46%, 8/20/24,
Callable 6/20/23 @ 100 (a)
 

$

472

   

$

475

   
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26,
Callable 10/15/22 @ 100
   

102

     

104

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24,
Callable 6/15/22 @ 100 (a)
   

110

     

113

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24,
Callable 8/15/23 @ 100 (a)
   

85

     

86

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24,
Callable 10/15/23 @ 100 (a)
   

28

     

28

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable
7/20/22 @ 100 (a)
   

97

     

98

   
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30, Callable
1/20/23 @ 100 (a)
   

55

     

56

   
Navient Student Loan Trust, Series 2015-2, Class B, 1.59% (LIBOR01M+150bps),
8/25/50, Callable 2/25/30 @ 100 (b)
   

200

     

201

   
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable
12/20/21 @ 100 (a)
   

63

     

64

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 11/20/23 @ 100 (a)
   

107

     

108

   
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49, Callable
12/17/21 @ 100 (a)
   

355

     

355

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class B, 1.94%,
4/15/25, Callable 8/15/23 @ 100 (a)
   

358

     

360

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%,
1/16/24, Callable 2/15/22 @ 100 (a)
   

52

     

52

   

Total Asset-Backed Securities (Cost $2,068)

   

2,100

   

Collateralized Mortgage Obligations (0.4%)

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

26

     

26

   
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.59%
(LIBOR01M+250bps), 4/4/22 (a) (b)
   

255

     

256

   
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL, 0.28%
(LIBOR01M+19bps), 2/15/40 (b)
   

3

     

3

   

DBJPM Mortgage Trust, Series 2016-SFC, Class A, 2.83%, 8/10/36 (a)

   

500

     

507

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.17%, 5/10/45,
Callable 3/10/22 @ 100 (a) (c) (d)
   

1,946

     

3

   

Total Collateralized Mortgage Obligations (Cost $793)

   

795

   

Common Stocks (15.0%)

 

Communication Services (1.1%):

 

Alphabet, Inc. Class C (e)

   

407

     

1,159

   

AT&T, Inc.

   

8,274

     

189

   

Comcast Corp. Class A

   

8,170

     

408

   

Match Group, Inc. (e)

   

1,027

     

133

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Netflix, Inc. (e)

   

347

   

$

223

   

Sirius XM Holdings, Inc. (f)

   

23,279

     

142

   

Verizon Communications, Inc.

   

4,111

     

207

   

Zillow Group, Inc. Class C (e)

   

178

     

10

   
     

2,471

   

Consumer Discretionary (1.3%):

 

AutoZone, Inc. (e)

   

85

     

154

   

Best Buy Co., Inc.

   

1,183

     

126

   

eBay, Inc.

   

2,323

     

157

   

Ford Motor Co.

   

17,518

     

336

   

Garmin Ltd.

   

1,094

     

146

   

General Motors Co. (e)

   

3,047

     

176

   

Lennar Corp. Class A

   

1,500

     

158

   

Lowe's Cos., Inc.

   

1,658

     

406

   

McDonald's Corp.

   

797

     

195

   

O'Reilly Automotive, Inc. (e)

   

250

     

160

   

Target Corp. (g)

   

1,441

     

351

   

The Home Depot, Inc.

   

1,365

     

547

   
     

2,912

   

Consumer Staples (0.9%):

 

Altria Group, Inc.

   

4,024

     

172

   

Archer-Daniels-Midland Co.

   

2,516

     

157

   

Colgate-Palmolive Co.

   

2,124

     

159

   

Costco Wholesale Corp.

   

414

     

223

   

PepsiCo, Inc.

   

1,292

     

206

   

Philip Morris International, Inc.

   

4,034

     

347

   

The Clorox Co.

   

903

     

147

   

The Estee Lauder Cos., Inc.

   

500

     

166

   

Tyson Foods, Inc. Class A

   

1,997

     

158

   

Walgreens Boots Alliance, Inc.

   

3,315

     

148

   
     

1,883

   

Energy (0.5%):

 

Chevron Corp.

   

1,869

     

211

   

ConocoPhillips

   

4,769

     

334

   

Devon Energy Corp.

   

3,640

     

153

   

EOG Resources, Inc.

   

1,691

     

147

   

Exxon Mobil Corp.

   

3,488

     

209

   

Marathon Petroleum Corp.

   

2,445

     

149

   
     

1,203

   

Financials (2.1%):

 

AGNC Investment Corp.

   

418

     

6

   

Annaly Capital Management, Inc.

   

1,116

     

9

   

Aon PLC Class A

   

561

     

166

   

Bank of America Corp.

   

5,255

     

234

   

Berkshire Hathaway, Inc. Class B (e)

   

897

     

248

   

Blackstone, Inc.

   

1,221

     

173

   

Capital One Financial Corp.

   

2,238

     

314

   

Citigroup, Inc.

   

2,870

     

183

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

First Republic Bank

   

742

   

$

156

   

Marsh & McLennan Cos., Inc.

   

1,058

     

174

   

MetLife, Inc.

   

2,714

     

159

   

Morgan Stanley

   

3,847

     

365

   

MSCI, Inc.

   

250

     

157

   

Prudential Financial, Inc.

   

3,037

     

311

   

Regions Financial Corp.

   

6,393

     

145

   

S&P Global, Inc.

   

386

     

176

   

SVB Financial Group (e)

   

431

     

298

   

Synchrony Financial

   

3,371

     

151

   

T. Rowe Price Group, Inc.

   

728

     

146

   

The Allstate Corp.

   

2,832

     

308

   

The Goldman Sachs Group, Inc.

   

933

     

355

   

The Progressive Corp.

   

1,718

     

160

   

Wells Fargo & Co.

   

4,252

     

203

   
     

4,597

   

Health Care (2.4%):

 

AbbVie, Inc.

   

1,830

     

211

   

Agilent Technologies, Inc.

   

1,026

     

155

   

Amgen, Inc.

   

1,739

     

346

   

Anthem, Inc.

   

432

     

175

   

Biogen, Inc. (e)

   

627

     

148

   

Bristol-Myers Squibb Co.

   

3,248

     

174

   

Cigna Corp.

   

823

     

158

   

CVS Health Corp.

   

2,052

     

183

   

Danaher Corp.

   

676

     

217

   

Eli Lilly & Co.

   

1,575

     

391

   

Gilead Sciences, Inc. (g)

   

2,725

     

188

   

HCA Healthcare, Inc.

   

690

     

156

   

IDEXX Laboratories, Inc. (e)

   

524

     

319

   

Intuitive Surgical, Inc. (e)

   

511

     

166

   

IQVIA Holdings, Inc. (e)

   

648

     

168

   

Johnson & Johnson (g)

   

3,259

     

508

   

Merck & Co., Inc.

   

5,038

     

377

   

Mettler-Toledo International, Inc. (e)

   

102

     

154

   

Pfizer, Inc.

   

4,805

     

258

   

UnitedHealth Group, Inc.

   

1,152

     

512

   

Waters Corp. (e)

   

443

     

145

   

West Pharmaceutical Services, Inc.

   

388

     

172

   
     

5,281

   

Industrials (1.4%):

 

3M Co.

   

2,000

     

340

   

Carrier Global Corp.

   

3,002

     

162

   

Cummins, Inc.

   

710

     

149

   

Eaton Corp. PLC

   

978

     

159

   

Fastenal Co.

   

2,691

     

159

   

General Dynamics Corp.

   

818

     

155

   

Illinois Tool Works, Inc.

   

714

     

166

   

Johnson Controls International PLC

   

2,185

     

163

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Lockheed Martin Corp.

   

1,041

   

$

347

   

Northrop Grumman Corp.

   

934

     

326

   

Old Dominion Freight Line, Inc.

   

459

     

163

   

Otis Worldwide Corp.

   

1,895

     

152

   

PACCAR, Inc.

   

1,887

     

157

   

Republic Services, Inc. (g)

   

1,205

     

159

   

Rockwell Automation, Inc.

   

475

     

160

   

W.W. Grainger, Inc.

   

321

     

155

   
     

3,072

   

Information Technology (4.2%):

 

Accenture PLC Class A

   

1,151

     

411

   

Adobe, Inc. (e)

   

347

     

232

   

Apple, Inc.

   

10,677

     

1,765

   

Applied Materials, Inc.

   

2,468

     

363

   

Broadcom, Inc.

   

769

     

426

   

Cisco Systems, Inc.

   

7,549

     

414

   

Cognizant Technology Solutions Corp. Class A

   

2,109

     

164

   

EPAM Systems, Inc. (e)

   

227

     

138

   

Fortinet, Inc. (e)

   

473

     

157

   

Gartner, Inc. (e)

   

472

     

147

   

HP, Inc.

   

10,355

     

365

   

Intel Corp.

   

4,146

     

204

   

International Business Machines Corp.

   

1,545

     

181

   

Intuit, Inc.

   

320

     

209

   

Mastercard, Inc. Class A

   

662

     

209

   

Micron Technology, Inc.

   

2,391

     

201

   

Microsoft Corp. (g)

   

4,601

     

1,521

   

Motorola Solutions, Inc.

   

656

     

166

   

NVIDIA Corp.

   

1,143

     

374

   

Oracle Corp.

   

4,264

     

387

   

QUALCOMM, Inc.

   

2,433

     

439

   

Texas Instruments, Inc.

   

2,062

     

397

   

VeriSign, Inc. (e)

   

666

     

160

   

VMware, Inc. Class A (e)

   

1,285

     

150

   
     

9,180

   

Materials (0.4%):

 

Avery Dennison Corp.

   

679

     

139

   

LyondellBasell Industries NV Class A

   

1,780

     

155

   

Nucor Corp.

   

1,425

     

152

   

PPG Industries, Inc.

   

987

     

152

   

The Sherwin-Williams Co.

   

527

     

175

   
     

773

   

Real Estate (0.4%):

 

Alexandria Real Estate Equities, Inc.

   

111

     

22

   

American Tower Corp.

   

362

     

95

   

AvalonBay Communities, Inc.

   

111

     

27

   

Boston Properties, Inc.

   

118

     

13

   

Camden Property Trust

   

77

     

13

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

CBRE Group, Inc. Class A (e)

   

267

   

$

26

   

Crown Castle International Corp.

   

344

     

63

   

Digital Realty Trust, Inc.

   

224

     

38

   

Duke Realty Corp.

   

297

     

17

   

Equinix, Inc.

   

71

     

58

   

Equity LifeStyle Properties, Inc.

   

138

     

11

   

Equity Residential

   

283

     

24

   

Essex Property Trust, Inc.

   

51

     

17

   

Extra Space Storage, Inc.

   

106

     

21

   

Healthpeak Properties, Inc.

   

430

     

14

   

Host Hotels & Resorts, Inc. (e)

   

563

     

9

   

Invitation Homes, Inc.

   

453

     

18

   

Iron Mountain, Inc.

   

230

     

10

   

Medical Properties Trust, Inc.

   

469

     

10

   

Mid-America Apartment Communities, Inc.

   

91

     

19

   

Omega Healthcare Investors, Inc.

   

187

     

5

   

Orion Office REIT, Inc. (e)

   

41

     

1

   

Prologis, Inc.

   

590

     

89

   

Public Storage

   

125

     

41

   

Realty Income Corp.

   

425

     

29

   

Regency Centers Corp.

   

122

     

8

   

SBA Communications Corp.

   

87

     

30

   

Simon Property Group, Inc.

   

262

     

40

   

Sun Communities, Inc.

   

89

     

17

   

UDR, Inc.

   

236

     

13

   

Ventas, Inc.

   

314

     

15

   

VICI Properties, Inc.

   

489

     

13

   

Vornado Realty Trust

   

129

     

5

   

Welltower, Inc.

   

330

     

26

   

Weyerhaeuser Co.

   

597

     

22

   

WP Carey, Inc.

   

142

     

11

   
     

890

   

Utilities (0.3%):

 

Exelon Corp.

   

3,078

     

162

   

FirstEnergy Corp.

   

4,131

     

156

   

NRG Energy, Inc.

   

4,350

     

157

   

The AES Corp.

   

6,433

     

150

   

UGI Corp.

   

3,407

     

141

   
     

766

   

Total Common Stocks (Cost $25,062)

   

33,028

   

Preferred Stocks (0.5%)

 

Communication Services (0.2%):

 

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

   

20,000

     

502

   

Financials (0.3%):

 

Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (h)

   

27,414

     

657

   

Total Preferred Stocks (Cost $1,190)

   

1,159

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (3.0%)

 

Consumer Discretionary (0.1%):

 

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

 

$

85

   

$

99

   

VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100

   

106

     

110

   
     

209

   

Consumer Staples (0.1%):

 

McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100

   

62

     

63

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

56

     

70

   
     

133

   

Energy (0.1%):

 

Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)

   

1

     

1

   

ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100

   

89

     

113

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 5.50%,
3/1/30, Callable 3/1/25 @ 102.75
   

143

     

155

   
     

269

   

Financials (1.4%):

 

Ares Capital Corp., 3.63%, 1/19/22, Callable 12/23/21 @ 100 (f) (g)

   

350

     

351

   

Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)

   

209

     

205

   

Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100

   

215

     

218

   
Cullen/Frost Capital Trust II, 1.67% (LIBOR03M+155bps), 3/1/34, Callable
1/10/22 @ 100 (b)
   

1,000

     

960

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

106

     

128

   
First Maryland Capital I, 1.12% (LIBOR03M+100bps), 1/15/27, Callable
1/10/22 @ 100 (b)
   

100

     

97

   

HSB Group, Inc., 1.03% (LIBOR03M+91bps), 7/15/27, Callable 1/10/22 @ 100 (b)

   

550

     

500

   

Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100

   

140

     

149

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (b)
   

52

     

56

   

Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100

   

88

     

93

   
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable
11/1/24 @ 100 (b)
   

250

     

262

   

The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100

   

43

     

47

   
     

3,066

   

Health Care (0.1%):

 

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

158

     

167

   

Duke University Health System, Inc., 2.60%, 6/1/30

   

105

     

107

   

Viatris, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100

   

52

     

52

   
     

326

   

Industrials (0.3%):

 

Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100

   

106

     

111

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)

   

47

     

48

   

Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100

   

215

     

228

   
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29, Callable
9/15/29 @ 100
   

325

     

345

   
     

732

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Information Technology (0.1%):

 

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

 

$

161

   

$

169

   

Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100

   

47

     

48

   
     

217

   

Materials (0.1%):

 

Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100

   

86

     

88

   

Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

44

     

46

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)

   

80

     

83

   
     

217

   

Real Estate (0.4%):

 

AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/17/30 @ 100

   

211

     

216

   

Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100

   

250

     

253

   
GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable
10/15/30 @ 100
   

52

     

55

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

44

     

45

   

SBA Tower Trust, 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)

   

173

     

178

   
VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29, Callable
12/1/24 @ 102.31 (a)
   

33

     

35

   
     

782

   

Utilities (0.3%):

 

Alabama Power Co., 3.85%, 12/1/42

   

215

     

247

   

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

71

     

77

   

Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100

   

215

     

245

   
     

569

   

Total Corporate Bonds (Cost $6,248)

   

6,520

   

Yankee Dollars (0.2%)

 

Energy (0.1%):

 

Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100

   

123

     

126

   

Financials (0.0%): (i)

 
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero
Santand, 5.38%, 4/17/25 (a) (g)
   

101

     

110

   

Industrials (0.0%): (i)

 

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)

   

95

     

101

   

Materials (0.1%):

 

CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)

   

159

     

166

   

Total Yankee Dollars (Cost $477)

   

503

   

U.S. Government Agency Mortgages (2.1%)

 
Federal Home Loan Mortgage Corporation
3.50%, 4/1/46 – 4/1/48
   

1,473

     

1,563

   

3.00%, 10/1/46 – 3/1/47

   

2,821

     

2,960

   
     

4,523

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 
Federal National Mortgage Association
Series 2016-M2, Class AV2, 2.15%, 1/25/23
 

$

153

   

$

154

   
     

4,677

   

Total U.S. Government Agency Mortgages (Cost $4,492)

   

4,677

   

U.S. Treasury Obligations (7.7%)

 
U.S. Treasury Bonds
3.13%, 8/15/44
   

700

     

864

   

3.00%, 8/15/48 (g)

   

1,000

     

1,253

   

2.38%, 11/15/49

   

1,000

     

1,129

   
U.S. Treasury Notes
2.00%, 2/15/23
   

618

     

630

   

1.63%, 4/30/23

   

3,800

     

3,867

   

2.50%, 5/15/24

   

1,500

     

1,565

   

2.25%, 11/15/25

   

6,200

     

6,489

   

2.25%, 2/15/27

   

1,000

     

1,054

   

Total U.S. Treasury Obligations (Cost $15,806)

   

16,851

   

Exchange-Traded Funds (40.5%)

 

First Trust TCW Securitized Plus ETF

   

242,443

     

6,260

   

Invesco DB Commodity Index Tracking Fund

   

22,900

     

446

   

Invesco FTSE RAFI Developed Markets ex-US ETF

   

35,176

     

1,604

   

Invesco FTSE RAFI Emerging Markets ETF

   

86,305

     

1,857

   

iShares 7-10 Year Treasury Bond ETF

   

33,340

     

3,861

   

iShares Core MSCI Emerging Markets ETF

   

74,599

     

4,485

   

iShares Core S&P 500 ETF

   

12,580

     

5,757

   

iShares Core S&P Small-Cap ETF

   

7,173

     

791

   

iShares Core US Aggregate Bond ETF

   

96,693

     

11,097

   

iShares Core US REIT ETF (g)

   

7,907

     

496

   

iShares MSCI Canada ETF (f)

   

40,001

     

1,495

   

iShares MSCI International Momentum Factor ETF

   

71,831

     

2,737

   

iShares MSCI International Quality Factor ETF (f)

   

81,444

     

3,116

   

JPMorgan BetaBuilders Canada ETF (f)

   

8,551

     

556

   

Schwab Fundamental Emerging Markets Large Co. Index ETF

   

160,268

     

4,935

   

Schwab Fundamental International Large Co. Index ETF

   

237,343

     

7,517

   

Schwab Fundamental International Small Co. Index ETF (f)

   

50,100

     

1,832

   

SPDR Bloomberg High Yield Bond ETF (f) (g)

   

5,106

     

545

   

SPDR Gold Shares (f)

   

2,632

     

436

   

SPDR S&P Emerging Markets SmallCap ETF

   

7,496

     

440

   

U.S. Oil Fund LP (f)

   

7,844

     

376

   

Vanguard FTSE All-World ex-US ETF

   

46,506

     

2,788

   

Vanguard FTSE Developed Markets ETF

   

129,843

     

6,453

   

Vanguard Mortgage-Backed Securities ETF

   

42,318

     

2,243

   

Vanguard Real Estate ETF (f)

   

20,893

     

2,230

   

Vanguard S&P 500 ETF (g)

   

6,969

     

2,920

   

Vanguard Short-Term Bond ETF

   

3,431

     

279

   

Vanguard Small-Cap Value ETF (g)

   

11,516

     

1,976

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Vanguard Total Bond Market ETF

   

62,334

   

$

5,325

   

Vanguard Total Stock Market ETF (g)

   

13,464

     

3,143

   
Wisdom Tree Trust WisdomTree Emerging Markets SmallCap Dividend Fund    

5,259

     

270

   

Xtrackers USD High Yield Corporate Bond ETF (f)

   

28,050

     

1,099

   

Total Exchange-Traded Funds (Cost $76,428)

   

89,365

   

Affiliated Exchange-Traded Funds (28.6%)

 

Victoryshares ESG Core Plus Bond ETF

   

490,515

     

12,256

   

VictoryShares USAA Core Intermediate-Term Bond ETF

   

892,020

     

47,607

   

VictoryShares USAA Core Short-Term Bond ETF

   

54,683

     

2,819

   

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)

   

9,770

     

454

   

Total Affiliated Exchange-Traded Funds (Cost $63,613)

   

63,136

   

Collateral for Securities Loaned^ (4.5%)

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

3,798,303

     

3,799

   

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

   

6,227,262

     

6,227

   

Total Collateral for Securities Loaned (Cost $10,026)

   

10,026

   

Total Investments (Cost $206,203) — 103.5%

   

228,160

   

Liabilities in excess of other assets — (3.5)%

   

(7,656

)

 

NET ASSETS — 100.00%

 

$

220,504

   

At November 30, 2021, the Fund's investments in foreign securities were 18.4% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2021, the fair value of these securities was $3,452 (thousands) and amounted to 1.6% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 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 November 30, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

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

(h)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2021, illiquid securities were 0.3% of net assets.

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

(j)  Rate disclosed is the daily yield on November 30, 2021.

bps — Basis points

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

ETF — Exchange-Traded Fund

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of November 30, 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

REIT — Real Estate Investment Trust

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 
S&P/Toronto Stock Exchange 60 Index
Futures
   

10

   

12/16/21

 

$

1,929,488

   

$

1,950,990

   

$

44,267

   

Swiss Market Index Futures

   

15

   

12/17/21

   

1,961,238

     

1,993,518

     

23,729

   
   

$

67,996

   

Futures Contracts Sold

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

ASX SPI 200 Index Futures

   

7

   

12/16/21

 

$

960,097

   

$

901,872

   

$

22,755

   

Euro Stoxx 50 Futures

   

37

   

12/17/21

   

1,813,464

     

1,710,636

     

27,662

   

FTSE 100 Index Futures

   

12

   

12/17/21

   

1,163,565

     

1,129,632

     

21,498

   

Tokyo Price Index Futures

   

11

   

12/9/21

   

2,050,095

     

1,845,337

     

157,388

   
   

$

229,303

   

Total unrealized appreciation

 

$

297,299

   

Total unrealized depreciation

   

   

Total net unrealized appreciation (depreciation)

 

$

297,299

   

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Cornerstone
Moderately
Conservative Fund
 

Assets:

 

Affiliated investments, at value (Cost $63,613)

 

$

63,136

   

Unaffiliated investments, at value (Cost $142,590)

   

165,024

(a)

 

Cash

   

2,852

   

Deposit with broker for futures contracts

   

267

   

Receivables:

 

Interest and dividends

   

187

   

Capital shares issued

   

37

   

Variation margin on open futures contracts

   

68

   

From Adviser

   

47

   

Prepaid expenses

   

10

   

Total Assets

   

231,628

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

10,026

   

Collateral received from broker for futures contract

   

517

   

Investments purchased

   

269

   

Capital shares redeemed

   

41

   

Variation margin on open futures contracts

   

56

   

Accrued expenses and other payables:

 

Investment advisory fees

   

92

   

Administration fees

   

28

   

Custodian fees

   

3

   

Transfer agent fees

   

39

   

Compliance fees

   

(b)

 

Other accrued expenses

   

53

   

Total Liabilities

   

11,124

   

Net Assets:

 

Capital

   

185,243

   

Total accumulated earnings/(loss)

   

35,261

   

Net Assets

 

$

220,504

   

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

   

17,271

   

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

 

$

12.77

   

(a)  Includes $9,627 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 Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Cornerstone
Moderately
Conservative Fund
 

Investment Income:

 

Income distributions from affiliated funds

 

$

345

   

Dividends

   

1,179

   

Interest

   

662

   

Securities lending (net of fees)

   

33

   

Foreign tax withholding

   

(a)

 

Total Income

   

2,219

   

Expenses:

 

Investment advisory fees

   

559

   

Administration fees

   

168

   

Sub-Administration fees

   

36

   

Custodian fees

   

10

   

Transfer agent fees

   

238

   

Trustees' fees

   

24

   

Compliance fees

   

1

   

Legal and audit fees

   

29

   

State registration and filing fees

   

13

   

Other expenses

   

30

   

Total Expenses

   

1,108

   

Expenses waived/reimbursed by Adviser

   

(109

)

 

Net Expenses

   

999

   

Net Investment Income (Loss)

   

1,220

   

Realized/Unrealized Gains (Losses) from Investments:

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

5,837

   

Net realized gains (losses) from futures contracts

   

(337

)

 

Net change in unrealized appreciation/depreciation on affiliated funds

   

(199

)

 
Net change in unrealized appreciation/depreciation on unaffiliated
investment securities
   

(5,134

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

420

   

Net realized/unrealized gains (losses) on investments

   

587

   

Change in net assets resulting from operations

 

$

1,807

   

(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 Cornerstone Moderately
Conservative Fund
 




  Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

1,220

   

$

3,052

   

Net realized gains (losses) from investments

   

5,500

     

8,850

   
Net change in unrealized appreciation/depreciation on
investments
   

(4,913

)

   

22,233

   

Change in net assets resulting from operations

   

1,807

     

34,135

   

Change in net assets resulting from distributions to shareholders

   

(1,235

)

   

(3,777

)

 

Change in net assets resulting from capital transactions

   

(1,960

)

   

(29,253

)

 

Change in net assets

   

(1,388

)

   

1,105

   

Net Assets:

 

Beginning of period

   

221,892

     

220,787

   

End of period

 

$

220,504

   

$

221,892

   

Capital Transactions:

 

Proceeds from shares issued

 

$

11,972

   

$

24,253

   

Distributions reinvested

   

1,229

     

3,582

   

Cost of shares redeemed

   

(15,161

)

   

(57,088

)

 

Change in net assets resulting from capital transactions

 

$

(1,960

)

 

$

(29,253

)

 

Share Transactions:

 

Issued

   

931

     

2,002

   

Reinvested

   

96

     

303

   

Redeemed

   

(1,178

)

   

(4,710

)

 

Change in Shares

   

(151

)

   

(2,405

)

 

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Cornerstone Moderately Conservative Fund

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

12.74

     

0.07

(d)

   

0.03

     

0.10

     

(0.07

)

   

   

Year Ended May 31:

 

2021

 

$

11.14

     

0.16

(d)

   

1.64

     

1.80

     

(0.17

)

   

(0.03

)

 

2020

 

$

10.94

     

0.23

(d)

   

0.22

     

0.45

     

(0.23

)

   

(0.02

)

 

2019

 

$

11.29

     

0.24

     

(0.14

)

   

0.10

     

(0.24

)

   

(0.21

)

 

2018

 

$

11.34

     

0.21

     

0.23

     

0.44

     

(0.21

)

   

(0.28

)

 

2017

 

$

10.67

     

0.23

     

0.68

     

0.91

     

(0.24

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(e)  Reflects increased usage of quantitative investment strategies.

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

USAA Cornerstone Moderately Conservative Fund

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.07

)

 

$

12.77

     

0.80

%

   

0.89

%

   

1.09

%

   

0.99

%

 

$

220,504

     

27

%

 

Year Ended May 31:

 

2021

   

(0.20

)

 

$

12.74

     

16.30

%

   

0.90

%

   

1.35

%

   

1.02

%

 

$

221,892

     

52

%

 

2020

   

(0.25

)

 

$

11.14

     

4.09

%

   

0.90

%

   

2.05

%

   

1.02

%

 

$

220,787

     

84

%

 

2019

   

(0.45

)

 

$

10.94

     

0.99

%

   

0.90

%

   

2.22

%

   

1.08

%

 

$

226,484

     

77

%(e)

 

2018

   

(0.49

)

 

$

11.29

     

3.89

%

   

0.90

%

   

1.84

%

   

1.07

%

 

$

221,721

     

45

%

 

2017

   

(0.24

)

 

$

11.34

     

8.65

%

   

0.90

%

   

2.12

%

   

1.09

%

 

$

209,270

     

55

%

 

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Cornerstone Moderately Conservative Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs") and American Depositary Receipts ("ADRs"), 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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, including underlying funds, are valued at their 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 their 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 November 30, 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

 

$

   

$

2,100

   

$

   

$

2,100

   

Collateralized Mortgage Obligations

   

     

795

     

     

795

   

Common Stocks

   

33,028

     

     

     

33,028

   

Preferred Stocks

   

502

     

657

     

     

1,159

   

Corporate Bonds

   

     

6,520

     

     

6,520

   

Yankee Dollars

   

     

503

     

     

503

   

U.S. Government Agency Mortgages

   

     

4,677

     

     

4,677

   

U.S. Treasury Obligations

   

     

16,851

     

     

16,851

   

Exchange-Traded Funds

   

89,365

     

     

     

89,365

   

Affiliated Exchange-Traded Funds

   

63,136

     

     

     

63,136

   

Collateral for Securities Loaned

   

10,026

     

     

     

10,026

   

Total

 

$

196,057

   

$

32,103

   

$

   

$

228,160

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

297

   

$

   

$

   

$

297

   

Total

 

$

297

   

$

   

$

   

$

297

   

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

For the six months ended November 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a 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.

Mortgage and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise 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

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 and Collateral received from broker for futures contracts . During the six months ended November 30, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Equity Risk Exposure

 

$

297

   

$

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 2021 (amounts in thousands):

    Net Realized Gains (Losses)
on Derivatives
Recognized as a
Result from Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Equity Risk Exposure

 

$

(337

)

 

$

420

   

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

9,627

   

$

   

$

10,026

   

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.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Foreign Taxes:

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

Federal Income Taxes:

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

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

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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 six months ended November 30, 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)
 
$

   

$

3,610

   

$

194

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

58,814

   

$

52,478

   

$

   

$

8,623

   
 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 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 six months ended November 30, 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%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 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
November 30, 2021
 

  (Unaudited)

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 November 30, 2021, the expense limit (excluding voluntary waivers) was 0.90%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These affiliated ETF Adviser fee reimbursements are not available for recoupment. As of November 30, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $63 thousand, of which $28 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, as 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 November 30, 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 repayments are not probable at November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

251

   

$

246

   

$

46

   

$

543

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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
November 30, 2021
 

  (Unaudited)

5. Risks:

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

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

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

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

ETF Risk — The Fund may invest in shares of ETFs, which generally are investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

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. LIBOR is being discontinued as a floating rate benchmark. The Secured Overnight Financing Rate ("SOFR") is expected to replace U.S. dollar LIBOR as the principal floating rate benchmark. The LIBOR discontinuation has affected, and will continue to affect, financial markets generally. The date of the LIBOR discontinuation will vary depending on the LIBOR currency and tenor. The UK Financial Conduct Authority (the "FCA"), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors (overnight and one-, three-, six-and 12-month; and (ii) December 31, 2021, in all other cases (i.e., one-week and two-month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR). Accordingly, many existing LIBOR obligations will transition to another benchmark after June 30, 2023, or, in some cases, after December 31, 2021. The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation. In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

generally coalesced around recommendations from the Alternative Reference Rates Committee (the "ARRC"), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York. The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on SOFR plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. For purposes of the following discussion, the term "LIBOR" refers solely to U.S. dollar LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR's history or otherwise. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates. SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. In contrast, LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term tenors. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Resulting changes in the financial markets may adversely affect financial markets generally and may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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,

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period, is presented on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the six months ended November 30, 2021.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

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 determined as of the last business day of the month. 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 six months ended November 30, 2021, were as follows (amounts in thousands):

    Fair
Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
11/30/21
  Dividend
Income
 
VictoryShares ESG Core
Plus Bond ETF
 

$

   

$

24,526

   

$

(12,263

)

 

$

   

$

   

$

(7

)

 

$

12,256

   

$

6

   
VictoryShares USAA Core
Intermediate-Term
Bond ETF
   

24,121

     

47,220

     

(23,610

)

   

     

     

(124

)

   

47,607

     

303

   
VictoryShares USAA Core
Short-Term Bond ETF
   

2,838

     

     

     

     

     

(19

)

   

2,819

     

22

   
VictoryShares USAA MSCI
Emerging Markets Value
Momentum ETF
   

503

     

     

     

     

     

(49

)

   

454

     

14

   
   

$

27,462

   

$

71,746

   

$

(35,873

)

 

$

   

$

   

$

(199

)

 

$

63,136

   

$

345

   
 


28


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
6/1/21
  Actual
Ending
Account Value
11/30/21
  Hypothetical
Ending
Account Value
11/30/21
  Actual
Expenses Paid
During Period
6/1/21-11/30/21*
  Hypothetical
Expenses Paid
During Period
6/1/21-11/30/21*
  Annualized
Expense Ratio
During Period
6/1/21-11/30/21
 
$

1,000.00

   

$

1,008.00

   

$

1,020.61

   

$

4.48

   

$

4.51

     

0.89

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


29


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

97451-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Cornerstone Aggressive Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    17    

Statement of Operations

    18    

Statements of Changes in Net Assets

    19    

Financial Highlights

    20    

Notes to Financial Statements

   

22

   

Supplemental Information

   

33

   

Proxy Voting and Portfolio Holdings Information

    33    

Expense Example

    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


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

November 30, 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%.

 


2


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (0.1%)

 
Drive Auto Receivables Trust, Series 2018-4, Class D, 4.09%, 1/15/26,
Callable 10/15/22 @ 100
 

$

46

   

$

46

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C, 3.30%, 3/15/24,
Callable 8/15/23 @ 100 (a)
   

44

     

44

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B, 2.26%, 4/15/24,
Callable 10/15/23 @ 100 (a)
   

15

     

15

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D, 5.28%, 10/15/24,
Callable 6/15/22 @ 100 (a)
   

50

     

51

   
HPEFS Equipment Trust, Series 2019-1A, Class C, 2.49%, 9/20/29, Callable
7/20/22 @ 100 (a)
   

50

     

51

   
HPEFS Equipment Trust, Series 2020-1A, Class B, 1.89%, 2/20/30, Callable
1/20/23 @ 100 (a)
   

29

     

29

   
Navient Student Loan Trust, Series 2015-2, Class B, 1.59% (LIBOR01M+150bps),
8/25/50, Callable 2/25/30 @ 100 (b)
   

50

     

50

   
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47, Callable
12/20/21 @ 100 (a)
   

27

     

28

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 11/20/23 @ 100 (a)
   

47

     

47

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D, 4.00%, 1/16/24,
Callable 2/15/22 @ 100 (a)
   

22

     

22

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class B, 1.94%, 4/15/25,
Callable 8/15/23 @ 100 (a)
   

188

     

189

   

Total Asset-Backed Securities (Cost $563)

   

572

   

Collateralized Mortgage Obligations (0.0%) (h)

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

7

     

6

   
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A, 2.59%
(LIBOR01M+250bps), 4/4/22 (a) (b)
   

128

     

128

   
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL, 0.28%
(LIBOR01M+19bps), 2/15/40 (b)
   

1

     

1

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA, 2.17%, 5/10/45,
Callable 3/10/22 @ 100 (a) (c) (d)
   

617

     

1

   

Total Collateralized Mortgage Obligations (Cost $135)

   

136

   

Common Stocks (34.5%)

 

Communication Services (2.4%):

 

Alphabet, Inc. Class C (e)

   

1,377

     

3,923

   

AMC Networks, Inc. Class A (e)

   

1,349

     

52

   

AT&T, Inc.

   

27,981

     

639

   

Cargurus, Inc. (e)

   

3,950

     

148

   

Comcast Corp. Class A

   

27,629

     

1,381

   

Gray Television, Inc.

   

2,455

     

51

   

John Wiley & Sons, Inc. Class A

   

844

     

44

   

Match Group, Inc. (e)

   

3,475

     

452

   

Netflix, Inc. (e)

   

1,175

     

754

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Nexstar Media Group, Inc. Class A

   

210

   

$

31

   

Sirius XM Holdings, Inc. (f)

   

78,749

     

480

   

TechTarget, Inc. (e)

   

1,654

     

160

   

Telephone & Data Systems, Inc.

   

8,422

     

149

   

United States Cellular Corp. (e)

   

2,868

     

83

   

Verizon Communications, Inc.

   

13,902

     

699

   

World Wrestling Entertainment, Inc. Class A

   

2,994

     

148

   

Zillow Group, Inc. Class C (e)

   

603

     

33

   
     

9,227

   

Consumer Discretionary (3.4%):

 

Adtalem Global Education, Inc. (e)

   

5,253

     

156

   

AutoNation, Inc. (e)

   

2,002

     

248

   

AutoZone, Inc. (e)

   

289

     

525

   

Best Buy Co., Inc.

   

4,001

     

428

   

Big Lots, Inc.

   

3,144

     

136

   

Crocs, Inc. (e)

   

663

     

109

   

Deckers Outdoor Corp. (e)

   

169

     

69

   

Dick's Sporting Goods, Inc.

   

780

     

92

   

eBay, Inc.

   

7,857

     

530

   

Foot Locker, Inc.

   

1,769

     

81

   

Ford Motor Co.

   

59,243

     

1,137

   

Garmin Ltd.

   

3,700

     

494

   

General Motors Co. (e)

   

10,304

     

596

   

G-III Apparel Group Ltd. (e)

   

2,587

     

77

   

Graham Holdings Co. Class B

   

275

     

156

   

Group 1 Automotive, Inc.

   

798

     

155

   

Harley-Davidson, Inc.

   

4,535

     

166

   

KB Home

   

3,758

     

150

   

Kohl's Corp. (g)

   

1,931

     

99

   

Kontoor Brands, Inc.

   

2,786

     

150

   

Lennar Corp. Class A

   

5,075

     

533

   

Lowe's Cos., Inc.

   

5,608

     

1,372

   

MarineMax, Inc. (e)

   

973

     

52

   

McDonald's Corp.

   

2,698

     

660

   

Meritage Homes Corp. (e)

   

990

     

112

   

O'Reilly Automotive, Inc. (e)

   

847

     

541

   

Perdoceo Education Corp. (e)

   

10,197

     

100

   

Smith & Wesson Brands, Inc.

   

7,120

     

162

   

Sonic Automotive, Inc. Class A

   

1,517

     

68

   

Sonos, Inc. (e)

   

4,849

     

153

   

Target Corp. (g)

   

4,873

     

1,188

   

Taylor Morrison Home Corp. (e)

   

3,153

     

98

   

The Home Depot, Inc.

   

4,619

     

1,850

   

Toll Brothers, Inc.

   

1,552

     

98

   

Tri Pointe Homes, Inc. (e)

   

3,488

     

87

   

Williams-Sonoma, Inc.

   

653

     

127

   

Wingstop, Inc.

   

989

     

159

   

YETI Holdings, Inc. (e)

   

886

     

82

   
     

12,996

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Consumer Staples (1.9%):

 

Altria Group, Inc.

   

13,610

   

$

580

   

Archer-Daniels-Midland Co.

   

8,510

     

529

   

Colgate-Palmolive Co.

   

7,183

     

539

   

Costco Wholesale Corp.

   

1,403

     

757

   

Ingles Markets, Inc. Class A

   

1,185

     

91

   

Medifast, Inc.

   

731

     

150

   

National Beverage Corp.

   

2,797

     

145

   

PepsiCo, Inc.

   

4,369

     

698

   

Philip Morris International, Inc.

   

13,644

     

1,173

   

SpartanNash Co.

   

3,800

     

91

   

Sprouts Farmers Market, Inc. (e)

   

10,330

     

273

   

The Clorox Co.

   

3,057

     

498

   

The Estee Lauder Cos., Inc.

   

1,692

     

562

   

Tyson Foods, Inc. Class A

   

6,758

     

534

   

Vector Group Ltd.

   

5,535

     

86

   

Walgreens Boots Alliance, Inc.

   

11,217

     

503

   

WD-40 Co.

   

665

     

149

   

Weis Markets, Inc. (g)

   

1,906

     

120

   
     

7,478

   

Energy (1.3%):

 

Antero Resources Corp. (e)

   

5,737

     

101

   

Cactus, Inc. Class A

   

2,361

     

86

   

Chevron Corp.

   

6,320

     

713

   

ConocoPhillips

   

16,128

     

1,131

   

Continental Resources, Inc.

   

2,275

     

101

   

Devon Energy Corp.

   

12,312

     

518

   

EOG Resources, Inc.

   

5,719

     

497

   

Exxon Mobil Corp.

   

11,796

     

706

   

HollyFrontier Corp.

   

3,158

     

102

   

Marathon Petroleum Corp.

   

8,270

     

503

   

Ovintiv, Inc.

   

7,070

     

246

   

Texas Pacific Land Corp.

   

71

     

86

   

World Fuel Services Corp. (g)

   

7,844

     

196

   
     

4,986

   

Financials (4.8%):

 

AGNC Investment Corp.

   

1,416

     

22

   

American National Group, Inc.

   

517

     

98

   

Annaly Capital Management, Inc.

   

3,774

     

30

   

Aon PLC Class A

   

1,897

     

561

   

Artisan Partners Asset Management, Inc. Class A

   

3,252

     

145

   

Bank of America Corp.

   

17,771

     

790

   

Bank of Hawaii Corp.

   

686

     

55

   

Berkshire Hathaway, Inc. Class B (e)

   

3,036

     

840

   

Blackstone, Inc.

   

4,129

     

584

   

Capital One Financial Corp.

   

7,571

     

1,064

   

Cathay General Bancorp

   

5,287

     

222

   

Citigroup, Inc.

   

9,707

     

618

   

Cohen & Steers, Inc.

   

1,254

     

113

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Cowen, Inc. Class A

   

4,228

   

$

150

   

Cullen/Frost Bankers, Inc.

   

561

     

71

   

Enova International, Inc. (e)

   

2,365

     

90

   

Essent Group Ltd.

   

4,995

     

208

   

First Republic Bank

   

2,510

     

526

   

International Bancshares Corp.

   

4,425

     

186

   

Jefferies Financial Group, Inc.

   

3,408

     

128

   

Lakeland Financial Corp.

   

1,706

     

120

   

Marsh & McLennan Cos., Inc.

   

3,578

     

587

   

MetLife, Inc.

   

9,180

     

538

   

MGIC Investment Corp.

   

10,620

     

150

   

Morgan Stanley

   

13,011

     

1,234

   

Mr. Cooper Group, Inc. (e)

   

2,170

     

85

   

MSCI, Inc.

   

846

     

532

   

NMI Holdings, Inc. Class A (e)

   

9,856

     

193

   

OneMain Holdings, Inc.

   

3,091

     

154

   

Peoples Bancorp, Inc.

   

2,367

     

73

   

PJT Partners, Inc. Class A

   

1,991

     

151

   

Primerica, Inc.

   

256

     

38

   

Prudential Financial, Inc.

   

10,275

     

1,051

   

Radian Group, Inc.

   

10,679

     

217

   

Regions Financial Corp.

   

21,621

     

492

   

RLI Corp.

   

894

     

92

   

S&P Global, Inc.

   

1,305

     

595

   

ServisFirst Bancshares, Inc.

   

2,015

     

162

   

Starwood Property Trust, Inc.

   

3,503

     

87

   

SVB Financial Group (e)

   

1,460

     

1,011

   

Synchrony Financial

   

11,401

     

511

   

T. Rowe Price Group, Inc.

   

2,465

     

493

   

The Allstate Corp.

   

9,577

     

1,041

   

The Goldman Sachs Group, Inc.

   

3,160

     

1,204

   

The Progressive Corp.

   

5,811

     

540

   

Unum Group

   

3,784

     

87

   

Webster Financial Corp.

   

1,219

     

66

   

Wells Fargo & Co.

   

14,381

     

687

   
     

18,692

   

Health Care (5.4%):

 

AbbVie, Inc.

   

6,190

     

714

   

Agilent Technologies, Inc.

   

3,471

     

524

   

Amedisys, Inc. (e)

   

562

     

78

   

Amgen, Inc.

   

5,881

     

1,170

   

AMN Healthcare Services, Inc. (e)

   

1,185

     

135

   

Amneal Pharmaceuticals, Inc. (e)

   

30,790

     

129

   

ANI Pharmaceuticals, Inc. (e)

   

1,970

     

81

   

Anthem, Inc.

   

1,462

     

594

   

Biogen, Inc. (e)

   

2,120

     

500

   

Bristol-Myers Squibb Co.

   

10,986

     

589

   

Bruker Corp.

   

1,420

     

115

   

Chemed Corp.

   

264

     

123

   

Cigna Corp.

   

2,784

     

534

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Collegium Pharmaceutical, Inc. (e)

   

4,535

   

$

80

   

Computer Programs and Systems, Inc. (e)

   

2,679

     

79

   

Corcept Therapeutics, Inc. (e)

   

5,122

     

107

   

CVS Health Corp.

   

6,941

     

618

   

Danaher Corp.

   

2,289

     

736

   

Eli Lilly & Co.

   

5,329

     

1,322

   

Encompass Health Corp.

   

1,716

     

99

   

Exelixis, Inc. (e)

   

5,464

     

92

   

Fulgent Genetics, Inc. (e) (f)

   

1,260

     

118

   

Gilead Sciences, Inc. (g)

   

9,216

     

635

   

HCA Healthcare, Inc.

   

2,335

     

527

   

Hill-Rom Holdings, Inc.

   

527

     

82

   

IDEXX Laboratories, Inc. (e)

   

1,774

     

1,079

   

Innoviva, Inc. (e)

   

8,268

     

138

   

Intuitive Surgical, Inc. (e)

   

1,730

     

561

   

IQVIA Holdings, Inc. (e)

   

2,196

     

569

   

Johnson & Johnson (g)

   

11,024

     

1,719

   

LHC Group, Inc. (e)

   

855

     

98

   

Ligand Pharmaceuticals, Inc. (e)

   

457

     

74

   

MEDNAX, Inc. (e)

   

3,011

     

74

   

Medpace Holdings, Inc. (e)

   

546

     

113

   

Merck & Co., Inc.

   

17,037

     

1,276

   

Mettler-Toledo International, Inc. (e)

   

345

     

522

   

National HealthCare Corp. (g)

   

2,198

     

142

   

National Research Corp.

   

686

     

27

   

Owens & Minor, Inc.

   

4,066

     

163

   

Pfizer, Inc.

   

15,876

     

853

   

Phibro Animal Health Corp. Class A

   

1,920

     

38

   

Premier, Inc. Class A

   

2,131

     

79

   

Prestige Consumer Healthcare, Inc. (e)

   

1,630

     

91

   

Quidel Corp. (e)

   

954

     

141

   

Select Medical Holdings Corp.

   

3,774

     

101

   

SIGA Technologies, Inc. (e)

   

11,708

     

95

   

Supernus Pharmaceuticals, Inc. (e)

   

5,045

     

151

   

Tenet Healthcare Corp. (e)

   

1,315

     

96

   

The Ensign Group, Inc.

   

1,280

     

98

   

United Therapeutics Corp. (e)

   

568

     

108

   

UnitedHealth Group, Inc.

   

3,896

     

1,731

   

Waters Corp. (e)

   

1,498

     

491

   

West Pharmaceutical Services, Inc.

   

1,312

     

581

   
     

20,990

   

Industrials (3.6%):

 

3M Co.

   

6,765

     

1,150

   

ACCO Brands Corp.

   

14,319

     

118

   

Allison Transmission Holdings, Inc.

   

4,733

     

164

   

American Woodmark Corp. (e)

   

1,739

     

107

   

ArcBest Corp.

   

886

     

91

   

Atkore, Inc. (e)

   

1,336

     

142

   

Boise Cascade Co.

   

3,241

     

210

   

CACI International, Inc. Class A (e)

   

366

     

95

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Carrier Global Corp.

   

10,152

   

$

549

   

Cimpress PLC (e)

   

1,716

     

134

   

Crane Co.

   

515

     

50

   

Cummins, Inc.

   

2,401

     

504

   

Eaton Corp. PLC

   

3,307

     

536

   

EMCOR Group, Inc.

   

1,020

     

122

   

Fastenal Co.

   

9,101

     

538

   

General Dynamics Corp.

   

2,767

     

523

   

Global Industrial Co. (e)

   

1,176

     

47

   

GrafTech International Ltd.

   

7,447

     

87

   

Hillenbrand, Inc.

   

1,297

     

58

   

HNI Corp.

   

2,040

     

81

   

Illinois Tool Works, Inc.

   

2,416

     

561

   

Insperity, Inc.

   

659

     

76

   

Johnson Controls International PLC

   

7,391

     

552

   

Kelly Services, Inc. Class A

   

3,480

     

59

   

Kforce, Inc.

   

1,263

     

97

   

Landstar System, Inc.

   

432

     

73

   

Lockheed Martin Corp.

   

3,521

     

1,174

   

ManpowerGroup, Inc.

   

1,586

     

142

   

Masonite International Corp. (e)

   

1,328

     

142

   

Matson, Inc.

   

1,047

     

85

   

Meritor, Inc. (e)

   

5,218

     

132

   

MSC Industrial Direct Co., Inc.

   

1,964

     

155

   

Mueller Industries, Inc.

   

2,854

     

158

   

Northrop Grumman Corp.

   

3,158

     

1,101

   

Old Dominion Freight Line, Inc.

   

1,554

     

552

   

Omega Flex, Inc.

   

311

     

37

   

Oshkosh Corp.

   

1,171

     

126

   

Otis Worldwide Corp.

   

6,411

     

515

   

PACCAR, Inc.

   

6,381

     

532

   

Republic Services, Inc. (g)

   

4,077

     

539

   

Rockwell Automation, Inc.

   

1,608

     

541

   

Rush Enterprises, Inc. Class A

   

1,882

     

96

   

SkyWest, Inc. (e)

   

1,912

     

75

   

Steelcase, Inc. Class A

   

6,952

     

78

   

The Timken Co.

   

2,348

     

155

   

The Toro Co.

   

549

     

55

   

TriNet Group, Inc. (e)

   

759

     

76

   

Triton International Ltd.

   

2,702

     

151

   

W.W. Grainger, Inc.

   

1,087

     

523

   
     

13,864

   

Information Technology (8.8%):

 

Accenture PLC Class A

   

3,895

     

1,392

   

Adobe, Inc. (e)

   

1,175

     

787

   

Amkor Technology, Inc.

   

7,354

     

159

   

Apple, Inc.

   

36,109

     

5,969

   

Applied Materials, Inc.

   

8,349

     

1,229

   

Aspen Technology, Inc. (e)

   

403

     

58

   

Avid Technology, Inc. (e)

   

3,551

     

114

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Badger Meter, Inc.

   

1,029

   

$

105

   

Broadcom, Inc.

   

2,603

     

1,441

   

Cisco Systems, Inc.

   

25,528

     

1,400

   

Cognizant Technology Solutions Corp. Class A

   

7,132

     

556

   

CSG Systems International, Inc.

   

2,858

     

151

   

Digital Turbine, Inc. (e)

   

1,386

     

73

   

Diodes, Inc. (e)

   

1,276

     

136

   

DXC Technology Co. (e)

   

3,240

     

97

   

Ebix, Inc.

   

1,799

     

55

   

EPAM Systems, Inc. (e)

   

770

     

469

   

EVERTEC, Inc.

   

2,999

     

126

   

Fortinet, Inc. (e)

   

1,602

     

532

   

Gartner, Inc. (e)

   

1,598

     

499

   

HP, Inc.

   

35,018

     

1,235

   

Intel Corp.

   

14,022

     

690

   

International Business Machines Corp.

   

5,225

     

612

   

Intuit, Inc.

   

1,082

     

706

   

J2 Global, Inc. (e)

   

663

     

75

   

Jabil, Inc.

   

1,708

     

100

   

Kimball Electronics, Inc. (e)

   

3,048

     

65

   

Manhattan Associates, Inc. (e)

   

692

     

108

   

Mastercard, Inc. Class A

   

2,241

     

706

   

MAXIMUS, Inc.

   

1,473

     

111

   

Methode Electronics, Inc.

   

3,542

     

157

   

Micron Technology, Inc.

   

8,086

     

679

   

Microsoft Corp. (g)

   

15,561

     

5,144

   

Motorola Solutions, Inc.

   

2,220

     

562

   

NCR Corp. (e)

   

3,060

     

119

   

NVIDIA Corp.

   

3,865

     

1,263

   

Oracle Corp.

   

14,421

     

1,309

   

Perficient, Inc. (e)

   

1,173

     

161

   

QUALCOMM, Inc.

   

8,228

     

1,486

   

Qualys, Inc. (e)

   

1,015

     

132

   

Sanmina Corp. (e)

   

2,610

     

95

   

SMART Global Holdings, Inc. (e)

   

1,553

     

88

   

SPS Commerce, Inc. (e)

   

899

     

127

   

Super Micro Computer, Inc. (e)

   

1,741

     

72

   

Texas Instruments, Inc.

   

6,975

     

1,342

   

The Hackett Group, Inc.

   

4,379

     

90

   

TTEC Holdings, Inc.

   

1,040

     

88

   

VeriSign, Inc. (e)

   

2,254

     

541

   

Vishay Intertechnology, Inc.

   

5,421

     

110

   

VMware, Inc. Class A (e)

   

4,348

     

508

   

Xperi Holding Corp.

   

5,350

     

96

   
     

33,925

   

Materials (0.8%):

 

Avery Dennison Corp.

   

2,299

     

471

   

Huntsman Corp.

   

2,562

     

81

   

Louisiana-Pacific Corp.

   

3,488

     

228

   

LyondellBasell Industries NV Class A

   

6,021

     

525

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Minerals Technologies, Inc.

   

867

   

$

57

   

Nucor Corp.

   

4,819

     

512

   

PPG Industries, Inc.

   

3,340

     

515

   

Reliance Steel & Aluminum Co.

   

751

     

112

   

The Sherwin-Williams Co.

   

1,783

     

591

   

Tredegar Corp. (e)

   

4,592

     

50

   

Tronox Holdings PLC Class A

   

5,142

     

113

   
     

3,255

   

Real Estate (1.2%):

 

Alexandria Real Estate Equities, Inc.

   

378

     

76

   

American Tower Corp.

   

1,227

     

322

   

AvalonBay Communities, Inc.

   

376

     

90

   

Boston Properties, Inc.

   

400

     

43

   

Brixmor Property Group, Inc.

   

2,598

     

59

   

Camden Property Trust

   

263

     

43

   

CBRE Group, Inc. Class A (e)

   

905

     

86

   

Cousins Properties, Inc.

   

1,378

     

52

   

Crown Castle International Corp.

   

1,166

     

212

   

CubeSmart

   

2,102

     

113

   

Digital Realty Trust, Inc.

   

759

     

127

   

Duke Realty Corp.

   

1,007

     

59

   

Equinix, Inc.

   

241

     

196

   

Equity LifeStyle Properties, Inc.

   

467

     

38

   

Equity Residential

   

958

     

82

   

Essex Property Trust, Inc.

   

175

     

59

   

Extra Space Storage, Inc.

   

360

     

72

   

Federal Realty Investment Trust

   

507

     

62

   

First Industrial Realty Trust, Inc.

   

1,825

     

110

   

Forestar Group, Inc. (e)

   

2,611

     

52

   

Franklin Street Properties Corp. (e)

   

16,457

     

95

   

FRP Holdings, Inc. (e)

   

447

     

26

   

Gaming and Leisure Properties, Inc.

   

1,545

     

70

   

Healthpeak Properties, Inc.

   

1,454

     

48

   

Host Hotels & Resorts, Inc. (e)

   

1,905

     

30

   

Invitation Homes, Inc.

   

1,531

     

62

   

Iron Mountain, Inc.

   

779

     

35

   

Jones Lang LaSalle, Inc. (e)

   

363

     

85

   

Kimco Realty Corp.

   

3,106

     

70

   

Lamar Advertising Co. Class A

   

465

     

51

   

LTC Properties, Inc.

   

1,829

     

58

   

Medical Properties Trust, Inc.

   

4,381

     

93

   

Mid-America Apartment Communities, Inc.

   

308

     

64

   

National Health Investors, Inc.

   

2,031

     

106

   

Omega Healthcare Investors, Inc.

   

635

     

18

   

One Liberty Properties, Inc. (e)

   

1,831

     

60

   

Orion Office REIT, Inc. (e)

   

140

     

2

   

PotlatchDeltic Corp.

   

658

     

36

   

Prologis, Inc.

   

1,996

     

301

   

Public Storage

   

425

     

139

   

Realty Income Corp.

   

1,440

     

98

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Regency Centers Corp.

   

412

   

$

29

   

Saul Centers, Inc. (e)

   

1,064

     

52

   

SBA Communications Corp.

   

295

     

101

   

Simon Property Group, Inc.

   

886

     

135

   

SITE Centers Corp.

   

7,123

     

107

   

Sun Communities, Inc.

   

301

     

57

   

Tejon Ranch Co. (e)

   

3,100

     

57

   

Terreno Realty Corp.

   

1,332

     

101

   

UDR, Inc.

   

801

     

45

   

Ventas, Inc.

   

1,061

     

50

   

VICI Properties, Inc.

   

1,656

     

45

   

Vornado Realty Trust

   

439

     

18

   

Welltower, Inc.

   

1,118

     

89

   

Weyerhaeuser Co.

   

2,021

     

76

   

WP Carey, Inc.

   

480

     

37

   
     

4,499

   

Utilities (0.9%):

 

American States Water Co.

   

1,937

     

182

   

Exelon Corp.

   

10,410

     

549

   

FirstEnergy Corp.

   

13,970

     

526

   

MDU Resources Group, Inc.

   

5,622

     

153

   

National Fuel Gas Co.

   

2,194

     

127

   

NorthWestern Corp.

   

2,637

     

146

   

NRG Energy, Inc.

   

14,711

     

530

   

Otter Tail Corp. (g)

   

2,371

     

155

   

The AES Corp.

   

21,755

     

509

   

UGI Corp.

   

11,523

     

475

   
     

3,352

   

Total Common Stocks (Cost $103,090)

   

133,264

   

Preferred Stocks (0.1%)

 

Communication Services (0.0%): (h)

 

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

   

8,000

     

201

   

Financials (0.1%):

 

Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (i)

   

12,000

     

287

   

Total Preferred Stocks (Cost $502)

   

488

   

Corporate Bonds (0.8%)

 

Consumer Discretionary (0.0%): (h)

 

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

 

$

38

     

44

   

VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100

   

53

     

55

   
     

99

   

Consumer Staples (0.0%): (h)

 

McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100

   

32

     

32

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

30

     

38

   
     

70

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Energy (0.1%):

 

Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)

 

$

38

   

$

39

   

ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100

   

46

     

58

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.,
5.50%, 3/1/30, Callable 3/1/25 @ 102.75
   

75

     

81

   
     

178

   

Financials (0.3%):

 

Ares Capital Corp., 3.63%, 1/19/22, Callable 12/23/21 @ 100 (g)

   

100

     

100

   

Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)

   

93

     

91

   

Capital One NA, 2.15%, 9/6/22, Callable 8/6/22 @ 100

   

150

     

152

   

Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100

   

112

     

114

   
Cullen/Frost Capital Trust II, 1.67% (LIBOR03M+155bps), 3/1/34, Callable
1/10/22 @ 100 (b)
   

175

     

168

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

53

     

64

   
First Maryland Capital I, 1.12% (LIBOR03M+100bps), 1/15/27, Callable
1/10/22 @ 100 (b)
   

50

     

48

   

HSB Group, Inc., 1.03% (LIBOR03M+91bps), 7/15/27, Callable 1/10/22 @ 100 (b)

   

200

     

182

   

Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100

   

68

     

73

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (b)
   

23

     

25

   

Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100

   

39

     

41

   

Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b)

   

150

     

157

   

The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100

   

23

     

25

   
     

1,240

   

Health Care (0.1%):

 

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

72

     

76

   

Duke University Health System, Inc., 2.60%, 6/1/30

   

60

     

61

   

Viatris, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100

   

23

     

23

   
     

160

   

Industrials (0.1%):

 

Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100

   

55

     

58

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)

   

21

     

21

   

Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100

   

112

     

119

   
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29,
Callable 9/15/29 @ 100
   

175

     

186

   
     

384

   

Information Technology (0.0%): (h)

 

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

   

68

     

71

   

Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100

   

21

     

22

   
     

93

   

Materials (0.0%): (h)

 

Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100

   

45

     

46

   

Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

21

     

22

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)

   

35

     

36

   
     

104

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Real Estate (0.1%):

 

AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/17/30 @ 100

 

$

101

   

$

103

   

Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100

   

131

     

133

   

GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100

   

23

     

24

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

19

     

20

   

SBA Tower Trust, 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)

   

87

     

90

   

VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29, Callable 12/1/24 @ 102.31 (a)

   

17

     

18

   
     

388

   

Utilities (0.1%):

 

Alabama Power Co., 3.85%, 12/1/42

   

112

     

129

   

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

37

     

40

   

Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100

   

112

     

128

   
     

297

   

Total Corporate Bonds (Cost $2,883)

   

3,013

   

Yankee Dollars (0.1%)

 

Energy (0.0%): (h)

 

Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100

   

64

     

66

   

Financials (0.0%): (h)

 
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero
Santand, 5.38%, 4/17/25 (a) (g)
   

51

     

55

   

Industrials (0.0%): (h)

 

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)

   

42

     

45

   

Materials (0.1%):

 

CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)

   

71

     

74

   

Total Yankee Dollars (Cost $228)

   

240

   

U.S. Government Agency Mortgages (0.4%)

 
Federal Home Loan Mortgage Corporation
3.00%, 10/1/46 – 10/1/47
   

1,117

     

1,172

   

3.50%, 4/1/48

   

114

     

120

   
     

1,292

   
Federal National Mortgage Association
Series 2016-M2, Class AV2, 2.15%, 1/25/23
   

76

     

77

   

4.00%, 4/1/49

   

177

     

188

   
     

265

   
     

1,557

   

Total U.S. Government Agency Mortgages (Cost $1,488)

   

1,557

   

U.S. Treasury Obligations (1.8%)

 

U.S. Treasury Bonds

 

3.00%, 8/15/48 (g)

   

1,000

     

1,253

   

3.38%, 11/15/48 (g)

   

500

     

670

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

U.S. Treasury Inflation Indexed Bonds, 0.13%, 7/15/26

 

$

1,144

   

$

1,245

   

U.S. Treasury Notes

 

1.63%, 4/30/23

   

1,567

     

1,595

   

2.25%, 2/15/27

   

2,000

     

2,108

   

Total U.S. Treasury Obligations (Cost $6,233)

   

6,871

   

Exchange-Traded Funds (52.1%)

 

Invesco DB Commodity Index Tracking Fund (e)

   

28,600

     

557

   

Invesco FTSE RAFI Developed Markets ex-US ETF

   

43,991

     

2,005

   

Invesco FTSE RAFI Emerging Markets ETF

   

240,641

     

5,179

   

iShares Core MSCI EAFE ETF

   

103,179

     

7,530

   

iShares Core MSCI Emerging Markets ETF

   

265,390

     

15,955

   

iShares Core S&P 500 ETF

   

68,194

     

31,208

   

iShares Core US Aggregate Bond ETF

   

39,490

     

4,532

   

iShares Core US REIT ETF (g)

   

36,965

     

2,317

   

iShares MSCI Canada ETF (f)

   

158,669

     

5,931

   

iShares MSCI International Momentum Factor ETF

   

146,564

     

5,586

   

iShares MSCI International Quality Factor ETF (f)

   

165,207

     

6,321

   

JPMorgan BetaBuilders Canada ETF (f)

   

24,954

     

1,622

   

Schwab Fundamental Emerging Markets Large Co. Index ETF

   

430,014

     

13,240

   

Schwab Fundamental International Large Co. Index ETF

   

829,619

     

26,274

   

Schwab Fundamental International Small Co. Index ETF (f)

   

91,800

     

3,356

   

SPDR Gold Shares (e) (f)

   

4,604

     

762

   

SPDR S&P Emerging Markets SmallCap ETF

   

14,790

     

868

   

U.S. Oil Fund LP (e) (f)

   

17,827

     

854

   

Vanguard FTSE All-World ex-US ETF

   

115,478

     

6,922

   

Vanguard FTSE Developed Markets ETF (f)

   

451,194

     

22,424

   

Vanguard FTSE Emerging Markets ETF (f) (g)

   

23,072

     

1,135

   

Vanguard Mortgage-Backed Securities ETF

   

18,666

     

990

   

Vanguard Real Estate ETF (f)

   

42,607

     

4,548

   

Vanguard S&P 500 ETF (g)

   

27,797

     

11,649

   

Vanguard Short-Term Bond ETF

   

23,964

     

1,949

   

Vanguard Short-Term Corporate Bond ETF

   

23,551

     

1,921

   

Vanguard Total Bond Market ETF

   

78,203

     

6,680

   

Vanguard Total Stock Market ETF (g)

   

34,432

     

8,038

   

Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund

   

16,645

     

854

   

Total Exchange-Traded Funds (Cost $162,978)

   

201,207

   

Affiliated Exchange-Traded Funds (8.6%)

 

Victoryshares ESG Core Plus Bond ETF

   

216,269

     

5,404

   

VictoryShares USAA Core Intermediate-Term Bond ETF

   

408,915

     

21,824

   

VictoryShares USAA Core Short-Term Bond ETF

   

103,145

     

5,317

   

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)

   

16,000

     

743

   

Total Affiliated Exchange-Traded Funds (Cost $33,548)

   

33,288

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (7.4%)

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

5,158,971

   

$

5,159

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

7,850,292

     

7,850

   

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

   

15,632,748

     

15,633

   

Total Collateral for Securities Loaned (Cost $28,642)

   

28,642

   

Total Investments (Cost $340,290) — 105.9%

   

409,278

   

Liabilities in excess of other assets — (5.9)%

   

(22,708

)

 

NET ASSETS — 100.00%

 

$

386,570

   

At November 30, 2021, the Fund's investments in foreign securities were 33.0% 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 November 30, 2021, the fair value of these securities was $1,060 (thousands) and amounted to 0.3% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 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 November 30, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

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

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

(i)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2021, illiquid securities were 0.1% of net assets.

(j)  Rate disclosed is the daily yield on November 30, 2021.

bps — Basis points

ETF — Exchange-Traded Fund

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

MTN — Medium Term Note

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 
S&P/Toronto Stock Exchange 60 Index
Futures
   

18

   

12/16/21

 

$

3,523,128

   

$

3,511,783

   

$

37,455

   

Swiss Market Index Futures

   

34

   

12/17/21

   

4,445,473

     

4,518,640

     

53,786

   
   

$

91,241

   

Futures Contracts Sold

 

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

ASX SPI 200 Index Futures

   

11

   

12/16/21

 

$

1,508,724

   

$

1,417,227

   

$

35,758

   

Euro Stoxx 50 Futures

   

17

   

12/17/21

   

833,213

     

785,968

     

12,710

   

FTSE 100 Index Futures

   

15

   

12/17/21

   

1,454,456

     

1,412,040

     

26,872

   

Russell 2000 E-Mini Index Futures

   

62

   

12/17/21

   

6,893,480

     

6,811,630

     

81,850

   

Tokyo Price Index Futures

   

12

   

12/09/21

   

2,236,467

     

2,013,095

     

171,696

   
   

$

328,886

   

Total unrealized appreciation

 

$

420,127

   

Total unrealized depreciation

   

   

Total net unrealized appreciation (depreciation)

 

$

420,127

   

See notes to financial statements.

 


16


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Cornerstone
Aggressive Fund
 

Assets:

 

Affiliated investments, at value (Cost $33,548)

 

$

33,288

   

Unaffiliated investments, at value (Cost $306,742)

   

375,990

(a)

 

Cash

   

5,067

   

Deposit with broker for futures contracts

   

1,392

   

Receivables:

 

Interest and dividends

   

300

   

Capital shares issued

   

281

   

Variation margin on open futures contracts

   

222

   

From Adviser

   

55

   

Prepaid expenses

   

12

   

Total Assets

   

416,607

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

28,642

   

Collateral received from broker for futures contract

   

96

   

Foreign currency

   

(b)

 

Investments purchased

   

600

   

Capital shares redeemed

   

199

   

Variation margin on open futures contracts

   

103

   

Accrued expenses and other payables:

 

Investment advisory fees

   

196

   

Administration fees

   

49

   

Custodian fees

   

5

   

Transfer agent fees

   

81

   

Compliance fees

   

(b)

 

Other accrued expenses

   

66

   

Total Liabilities

   

30,037

   

Net Assets:

 

Capital

   

283,832

   

Total accumulated earnings/(loss)

   

102,738

   

Net Assets

 

$

386,570

   

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

   

24,895

   

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

 

$

15.53

   

(a)  Includes $27,564 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.

 


17


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Cornerstone
Aggressive Fund
 

Investment Income:

 

Income distributions from affiliated funds

 

$

210

   

Dividends

   

3,179

   

Interest

   

296

   

Securities lending (net of fees)

   

45

   

Foreign tax withholding

   

(1

)

 

Total Income

   

3,729

   

Expenses:

 

Investment advisory fees

   

1,180

   

Administration fees

   

295

   

Sub-Administration fees

   

46

   

Custodian fees

   

13

   

Transfer agent fees

   

525

   

Trustees' fees

   

24

   

Compliance fees

   

1

   

Legal and audit fees

   

29

   

State registration and filing fees

   

13

   

Other expenses

   

40

   

Total Expenses

   

2,166

   

Expenses waived/reimbursed by Adviser

   

(35

)

 

Net Expenses

   

2,131

   

Net Investment Income (Loss)

   

1,598

   

Realized/Unrealized Gains (Losses) from Investments:

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

12,588

   

Net realized gains (losses) from futures contracts

   

88

   
Net change in unrealized appreciation/depreciation on unaffiliated investment
securities
   

(8,833

)

 

Net change in unrealized appreciation/depreciation on affiliated funds

   

(167

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

331

   

Net realized/unrealized gains (losses) on investments

   

4,007

   

Change in net assets resulting from operations

 

$

5,605

   

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Cornerstone Aggressive Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

1,598

   

$

3,261

   

Net realized gains (losses) from investments

   

12,676

     

26,897

   
Net change in unrealized appreciation/depreciation
on investments
   

(8,669

)

   

74,955

   

Change in net assets resulting from operations

   

5,605

     

105,113

   

Change in net assets resulting from distributions to shareholders

   

     

(7,114

)

 

Change in net assets resulting from capital transactions

   

(6,531

)

   

(54,063

)

 

Change in net assets

   

(926

)

   

43,936

   

Net Assets:

 

Beginning of period

   

387,496

     

343,560

   

End of period

 

$

386,570

   

$

387,496

   

Capital Transactions:

 

Proceeds from shares issued

 

$

23,389

   

$

43,105

   

Distributions reinvested

   

     

6,811

   

Cost of shares redeemed

   

(29,920

)

   

(103,979

)

 

Change in net assets resulting from capital transactions

 

$

(6,531

)

 

$

(54,063

)

 

Share Transactions:

 

Issued

   

1,498

     

3,112

   

Reinvested

   

     

494

   

Redeemed

   

(1,917

)

   

(7,566

)

 

Change in Shares

   

(419

)

   

(3,960

)

 

See notes to financial statements.

 


19


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Cornerstone Aggressive Fund

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

15.31

     

0.06

(d)

   

0.16

     

0.22

     

     

   

Year Ended May 31:

 

2021

 

$

11.74

     

0.12

(d)

   

3.71

     

3.83

     

(0.18

)

   

(0.08

)

 

2020

 

$

11.73

     

0.20

(d)

   

0.03

     

0.23

     

(0.15

)

   

(0.07

)

 

2019

 

$

12.81

     

0.15

     

(0.57

)

   

(0.42

)

   

(0.18

)

   

(0.48

)

 

2018

 

$

12.57

     

0.16

     

0.94

     

1.10

     

(0.14

)

   

(0.72

)

 

2017

 

$

11.33

     

0.15

     

1.26

     

1.41

     

(0.17

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of fees/expenses paid by each underlying fund.

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

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

See notes to financial statements.

 


20


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Cornerstone Aggressive Fund

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

15.53

     

1.44

%

   

1.08

%

   

0.81

%

   

1.10

%

 

$

386,570

     

21

%

 

Year Ended May 31:

 

2021

   

(0.26

)

 

$

15.31

     

32.91

%

   

1.10

%

   

0.88

%

   

1.17

%

 

$

387,496

     

64

%

 

2020

   

(0.22

)

 

$

11.74

     

1.78

%

   

1.10

%

   

1.68

%

   

1.18

%

 

$

343,560

     

90

%

 

2019

   

(0.66

)

 

$

11.73

     

(3.04

)%

   

1.10

%

   

1.54

%

   

1.24

%

 

$

351,410

     

95

%(e)

 

2018

   

(0.86

)

 

$

12.81

     

8.85

%

   

1.10

%

   

1.18

%

   

1.25

%

 

$

344,768

     

65

%

 

2017

   

(0.17

)

 

$

12.57

     

12.59

%

   

1.10

%

   

1.32

%

   

1.36

%

 

$

283,867

     

70

%

 

See notes to financial statements.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Cornerstone Aggressive Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs") and American Depositary Receipts ("ADRs"), 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.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at their 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 November 30, 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

 

$

   

$

572

   

$

   

$

572

   

Collateralized Mortgage Obligations

   

     

136

     

     

136

   

Common Stocks

   

133,264

     

     

     

133,264

   

Preferred Stocks

   

201

     

287

     

     

488

   

Corporate Bonds

   

     

3,013

     

     

3,013

   

Yankee Dollars

   

     

240

     

     

240

   

U.S. Government Agency Mortgages

   

     

1,557

     

     

1,557

   

U.S. Treasury Obligations

   

     

6,871

     

     

6,871

   

Exchange-Traded Funds

   

201,207

     

     

     

201,207

   

Affiliated Exchange-Traded Funds

   

33,288

     

     

     

33,288

   

Collateral for Securities Loaned

   

28,642

     

     

     

28,642

   

Total

 

$

396,602

   

$

12,676

   

$

   

$

409,278

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

420

   

$

   

$

   

$

420

   

Total

 

$

420

   

$

   

$

   

$

420

   

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

For the six months ended November 30, 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.

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Investment Companies:

Exchange-Traded Funds:

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

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.

Mortgage and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise 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

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 and Collateral received from broker for futures contracts. During the six months ended November 30, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Equity Risk Exposure

 

$

420

   

$

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized as
a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Equity Risk Exposure

 

$

88

   

$

331

   

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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.

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.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

27,564

   

$

   

$

28,642

   

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.

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Federal Income Taxes:

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

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

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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 six months ended November 30, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

   

$

1,763

   

$

86

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

81,855

   

$

88,007

   

$

   

$

3,086

   

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 2021, are reflected on the Statement of Operations as Custodian fees.

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

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 2021, the expense limit (excluding voluntary waivers) was 1.10%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These affiliated ETF Adviser fee reimbursements are not available for recoupment. As of November 30, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $35 thousand, of which $15 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, as 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 November 30, 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 repayments are not probable at November 30, 2021.

Expires 2023  

Expires 2024

 

Total

 
$

267

   

$

236

   

$

503

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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.

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

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

Conflict of Interest Risk — In managing a Fund that invests in underlying affiliated funds, the Adviser may have conflicts of interest in allocating the Fund's assets among the various underlying affiliated

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

funds. This is because the fees payable by some of the underlying affiliated funds to the Adviser and/or its affiliates are higher than the fees payable by other underlying affiliated funds, and because the Adviser also manages and administers the underlying affiliated funds.

ETF Risk — The Fund may invest in shares of ETFs, which generally are investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

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. LIBOR is being discontinued as a floating rate benchmark. The Secured Overnight Financing Rate ("SOFR") is expected to replace U.S. dollar LIBOR as the principal floating rate benchmark. The LIBOR discontinuation has affected, and will continue to affect, financial markets generally. The date of the LIBOR discontinuation will vary depending on the LIBOR currency and tenor. The UK Financial Conduct Authority (the "FCA"), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors (overnight and one-, three-, six- and 12-month; and (ii) December 31, 2021, in all other cases (i.e., one-week and two-month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR). Accordingly, many existing LIBOR obligations will transition to another benchmark after June 30, 2023, or, in some cases, after December 31, 2021. The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation. In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the "ARRC"), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York. The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on SOFR plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. For purposes of the following discussion, the term "LIBOR" refers solely to U.S. dollar LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR's history or otherwise. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates. SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. In contrast, LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term tenors. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Resulting changes in the financial markets may adversely affect financial markets generally and

 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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 six months ended November 30, 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.

 


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

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 determined as of the last business day of the month. The Fund does not invest in affiliated underlying funds for the purpose of exercising management or control. These underlying funds are noted as affiliated on the Fund's Schedule of Portfolio Investments. Transactions in affiliated securities during the six months ended November 30, 2021, were as follows (amounts in thousands):

    Fair
Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change in
Unrealized
Appreciation/
Depreciation
  Fair Value
11/30/21
  Dividend
Income
 
VictoryShares ESG Core
Plus Bond ETF
 

$

   

$

10,814

   

$

(5,407

)

 

$

   

$

   

$

(3

)

 

$

5,404

   

$

3

   
VictoryShares USAA Core
Intermediate-Term Bond
ETF
   

11,794

     

20,155

     

(10,078

)

   

     

     

(47

)

   

21,824

     

142

   
VictoryShares USAA Core
Short-Term Bond ETF
   

5,353

     

     

     

     

     

(36

)

   

5,317

     

42

   
VictoryShares USAA MSCI
Emerging Markets Value
Momentum ETF
   

824

     

     

     

     

     

(81

)

   

743

     

23

   
   

$

17,971

   

$

30,969

   

$

(15,485

)

 

$

   

$

   

$

(167

)

 

$

33,288

   

$

210

   
 


32


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
6/1/21
  Actual
Ending
Account Value
11/30/21
  Hypothetical
Ending
Account Value
11/30/21
  Actual
Expenses Paid
During Period
6/1/21-11/30/21*
  Hypothetical
Expenses Paid
During Period
6/1/21-11/30/21*
  Annualized
Expense Ratio
During Period
6/1/21-11/30/21
 
$

1,000.00

   

$

1,014.40

   

$

1,019.65

   

$

5.45

   

$

5.47

     

1.08

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


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  

97452-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Cornerstone Conservative Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    4    

Statement of Operations

    5    

Statements of Changes in Net Assets

    6    

Financial Highlights

    8    

Notes to Financial Statements

   

10

   

Supplemental Information

   

18

   

Proxy Voting and Portfolio Holdings Information

    18    

Expense Example

    18    

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


 
USAA Mutual Funds Trust
USAA Cornerstone Conservative Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks current income and also considers the potential for capital appreciation.

Top 10 Holdings*:

November 30, 2021

(% of Net Assets)

USAA Intermediate-Term Bond Fund Institutional Shares

   

18.1

%

 

USAA Government Securities Fund Institutional Shares

   

17.3

%

 

USAA Income Fund Institutional Shares

   

14.5

%

 

VictoryShares USAA Core Short-Term Bond ETF

   

13.9

%

 

VictoryShares USAA Core Intermediate-Term Bond ETF

   

7.2

%

 

USAA High Income Fund Institutional Shares

   

4.5

%

 

USAA 500 Index Fund Reward Shares

   

3.6

%

 

USAA International Fund Institutional Shares

   

3.2

%

 

USAA Short-Term Bond Fund Institutional Shares

   

2.7

%

 

USAA Target Managed Allocation Fund

   

2.5

%

 

Asset Allocation*:

November 30, 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.

 


2


 
USAA Mutual Funds Trust
USAA Cornerstone Conservative Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Affiliated Exchange-Traded Funds (27.5%)

 

VictoryShares USAA Core Intermediate-Term Bond ETF

   

334,133

   

$

17,833

   

VictoryShares USAA Core Short-Term Bond ETF (a)

   

669,201

     

34,494

   

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF

   

67,940

     

3,157

   

VictoryShares USAA MSCI International Value Momentum ETF

   

113,561

     

5,349

   

VictoryShares USAA MSCI USA Small Cap Value Momentum ETF

   

18,550

     

1,311

   

VictoryShares USAA MSCI USA Value Momentum ETF

   

87,997

     

5,921

   

Total Affiliated Exchange-Traded Funds (Cost $64,287)

   

68,065

   

Affiliated Mutual Funds (72.0%)

 

USAA 500 Index Fund Reward Shares

   

142,547

     

8,916

   

USAA Aggressive Growth Fund Institutional Shares

   

33,578

     

2,146

   

USAA Emerging Markets Fund Institutional Shares

   

118,960

     

2,552

   

USAA Government Securities Fund Institutional Shares

   

4,400,738

     

43,051

   

USAA Growth Fund Institutional Shares

   

53,344

     

2,123

   

USAA High Income Fund Institutional Shares

   

1,451,693

     

11,178

   

USAA Income Fund Institutional Shares

   

2,636,449

     

35,829

   

USAA Income Stock Fund Institutional Shares

   

113,739

     

2,308

   

USAA Intermediate-Term Bond Fund Institutional Shares

   

4,194,508

     

44,995

   

USAA International Fund Institutional Shares

   

278,180

     

7,989

   

USAA Precious Metals and Minerals Fund Institutional Shares

   

61,064

     

1,156

   

USAA Short-Term Bond Fund Institutional Shares

   

738,736

     

6,751

   

USAA Small Cap Stock Fund Institutional Shares

   

57,415

     

1,227

   

USAA Target Managed Allocation Fund

   

453,527

     

6,136

   

USAA Value Fund Institutional Shares

   

130,416

     

2,405

   

Total Affiliated Mutual Funds (Cost $162,918)

   

178,762

   

Collateral for Securities Loaned^ (0.1%)

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

100,225

     

100

   

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

   

63,300

     

64

   

Total Collateral for Securities Loaned (Cost $164)

   

164

   

Total Investments (Cost $227,369) — 99.6%

   

246,991

   

Other assets in excess of liabilities — 0.4%

   

964

   

NET ASSETS — 100.00%

 

$

247,955

   

At November 30, 2021, the Fund's investments in foreign securities were 7.7% of net assets.

^  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 November 30, 2021.

ETF — Exchange-Traded Fund

See notes to financial statements.

 


3


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Cornerstone
Conservative Fund
 

Assets:

 

Affiliated investments, at value (Cost $227,205)

 

$

246,827

   

Unaffiliated investments, at value (Cost $164)

   

164

(a)

 

Cash

   

1,137

   

Receivables:

 

Capital shares issued

   

175

   

Prepaid expenses

   

19

   

Total Assets

   

248,322

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

164

   

Capital shares redeemed

   

157

   

Accrued expenses and other payables:

 

Custodian fees

   

1

   

Transfer agent fees

   

(b)

 

Compliance fees

   

(b)

 

Trustees' fees

   

(b)

 

Other accrued expenses

   

45

   

Total Liabilities

   

367

   

Net Assets:

 

Capital

   

224,680

   

Total accumulated earnings/(loss)

   

23,275

   

Net Assets

 

$

247,955

   

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

   

20,983

   

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

 

$

11.82

   

(a)  Includes $160 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.

 


4


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Cornerstone
Conservative Fund
 

Investment Income:

 

Income distributions from affiliated funds

 

$

2,501

   

Interest

   

(a)

 

Securities lending (net of fees)

   

1

   

Total Income

   

2,502

   

Expenses:

 

Sub-Administration fees

   

9

   

Custodian fees

   

3

   

Trustees' fees

   

24

   

Compliance fees

   

1

   

Printing fees

   

14

   

Legal and audit fees

   

26

   

State registration and filing fees

   

17

   

Other expenses

   

11

   

Total Expenses

   

105

   

Net Investment Income (Loss)

   

2,397

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from sales of affiliated funds

   

759

   

Net change in unrealized appreciation/depreciation on affiliated funds

   

(1,605

)

 

Net realized/unrealized gains (losses) on investments

   

(846

)

 

Change in net assets resulting from operations

 

$

1,551

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Cornerstone
Conservative Fund
 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

2,397

   

$

5,871

   

Net realized gains (losses) from investments

   

759

     

3,646

   
Net change in unrealized appreciation/depreciation on
investments
   

(1,605

)

   

15,992

   

Change in net assets resulting from operations

   

1,551

     

25,509

   

Change in net assets resulting from distributions to shareholders

   

(2,410

)

   

(8,183

)

 

Change in net assets resulting from capital transactions

   

4,864

     

20,674

   

Change in net assets

   

4,005

     

38,000

   

Net Assets:

 

Beginning of period

   

243,950

     

205,950

   

End of period

 

$

247,955

   

$

243,950

   

Capital Transactions:

 

Proceeds from shares issued

 

$

33,643

   

$

66,446

   

Distributions reinvested

   

2,396

     

8,144

   

Cost of shares redeemed

   

(31,175

)

   

(53,916

)

 

Change in net assets resulting from capital transactions

 

$

4,864

   

$

20,674

   

Share Transactions:

 

Issued

   

2,831

     

5,750

   

Reinvested

   

202

     

711

   

Redeemed

   

(2,620

)

   

(4,674

)

 

Change in Shares

   

413

     

1,787

   

See notes to financial statements.

 


6


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Cornerstone Conservative Fund

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

11.86

     

0.12

(d)

   

(0.04

)

   

0.08

     

(0.12

)

   

   
Year Ended May 31:
2021
 

$

10.96

     

0.30

(d)

   

1.03

     

1.33

     

(0.31

)

   

(0.12

)

 

2020

 

$

10.72

     

0.32

(d)

   

0.25

     

0.57

     

(0.33

)

   

   

2019

 

$

10.64

     

0.32

     

0.08

     

0.40

     

(0.32

)

   

   

2018

 

$

10.76

     

0.30

     

(0.11

)

   

0.19

     

(0.31

)

   

   

2017

 

$

10.27

     

0.31

     

0.49

     

0.80

     

(0.31

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

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

See notes to financial statements.

 


8


 

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

USAA Cornerstone Conservative Fund

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.12

)

 

$

11.82

     

0.66

%

   

0.09

%

   

1.94

%

   

0.09

%

 

$

247,955

     

3

%

 
Year Ended May 31:
2021
   

(0.43

)

 

$

11.86

     

12.28

%

   

0.10

%

   

2.61

%

   

0.10

%

 

$

243,950

     

15

%

 

2020

   

(0.33

)

 

$

10.96

     

5.45

%

   

0.09

%

   

2.92

%

   

0.10

%

 

$

205,950

     

8

%

 

2019

   

(0.32

)

 

$

10.72

     

3.84

%

   

0.10

%

   

2.99

%

   

0.12

%

 

$

193,265

     

22

%

 

2018

   

(0.31

)

 

$

10.64

     

1.79

%

   

0.10

%

   

2.87

%

   

0.12

%

 

$

196,292

     

5

%

 

2017

   

(0.31

)

 

$

10.76

     

7.93

%

   

0.10

%

   

3.02

%

   

0.15

%

 

$

174,754

     

7

%(e)

 

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs") 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

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, including underlying funds, are valued at their 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 their 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 November 30, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Affiliated Exchange-Traded Funds

 

$

68,065

   

$

   

$

   

$

68,065

   

Affiliated Mutual Funds

   

178,762

     

     

     

178,762

   

Collateral for Securities Loaned

   

164

     

     

     

164

   

Total

 

$

246,991

   

$

   

$

   

$

246,991

   

For the six months ended November 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

trade date or 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

160

   

$

   

$

164

   

Federal Income Taxes:

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

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

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

12,368

   

$

7,781

   

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. The Adviser does not receive any fees from the Fund for these services.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM does not receive any fees from the Fund for these services.

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 six months ended November 30, 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 six months ended November 30, 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 does not receive any fees from the Fund for these services.

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 November 30, 2021, the expense limit (excluding voluntary waivers) was 0.10%. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that repayments are not probable at November 30, 2021.

Under the terms of the expense limitation agreement, as 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 November 30, 2021, the Fund had no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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.

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

Affiliated Funds Risk — The risks of the Fund directly correspond to the risks of the underlying affiliated funds in which the Fund invests. By investing in the underlying affiliated funds, the Fund has exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Fund varies according to the Fund's asset allocation. For instance, the more the

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Fund is allocated to stock funds, the greater the risk associated with equity securities. The Fund also is subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

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

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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 six months ended November 30, 2021.

7. Federal Income Tax Information:

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

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, or an investment company managed by VCM. The Fund does not invest in affiliated underlying funds for the purpose of exercising management or control. These underlying funds are noted as affiliated on the Fund's Schedule of Portfolio Investments. The affiliated underlying fund's annual or semiannual reports may be viewed at vcm.com. Transactions in affiliated securities during the six months ended November 30, 2021, were as follows (amounts in thousands):

    Fair
Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change
in Unrealized
Appreciation/
Depreciation
  Fair Value
11/30/21
  Dividend
Income
 
USAA 500 Index Fund Reward
Shares
 

$

9,138

   

$

422

   

$

(1,470

)

 

$

196

   

$

   

$

630

   

$

8,916

   

$

53

   
USAA Aggressive Growth Fund
Institutional Shares
   

1,899

     

     

     

     

     

247

     

2,146

     

   
USAA Emerging Markets Fund
Institutional Shares
   

2,639

     

247

     

     

     

     

(334

)

   

2,552

     

   
USAA Government Securities
Fund Institutional
Shares
   

42,504

     

1,143

     

     

     

     

(596

)

   

43,051

     

395

   
USAA Growth Fund
Institutional Shares
   

2,141

     

     

(248

)

   

80

     

     

150

     

2,123

     

   
USAA High Income Fund
Institutional Shares
   

12,325

     

296

     

(1,230

)

   

(23

)

   

     

(190

)

   

11,178

     

296

   
USAA Income Fund
Institutional Shares
   

37,419

     

530

     

(2,096

)

   

1

     

     

(25

)

   

35,829

     

531

   
USAA Income Stock Fund
Institutional Shares
   

2,749

     

265

     

(736

)

   

134

     

     

(104

)

   

2,308

     

19

   
USAA Intermediate-Term Bond
Fund Institutional
Shares
   

40,005

     

4,917

     

     

     

     

73

     

44,995

     

465

   
USAA International Fund
Institutional Shares
   

8,430

     

492

     

(740

)

   

52

     

     

(245

)

   

7,989

     

   
USAA Precious Metals and
Minerals Fund
Institutional Shares
   

1,408

     

     

     

     

     

(252

)

   

1,156

     

   
 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

    Fair
Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change
in Unrealized
Appreciation/
Depreciation
  Fair Value
11/30/21
  Dividend
Income
 
USAA Short-Term Bond Fund
Institutional Shares
 

$

6,750

   

$

67

   

$

   

$

   

$

   

$

(66

)

 

$

6,751

   

$

66

   
USAA Small Cap Stock Fund
Institutional Shares
   

1,486

     

     

(252

)

   

91

     

     

(98

)

   

1,227

     

   
USAA Target Managed
Allocation Fund
   

6,359

     

     

(509

)

   

95

     

     

191

     

6,136

     

   
USAA Value Fund Institutional
Shares
   

2,195

     

246

     

     

     

     

(36

)

   

2,405

     

   
VictoryShares USAA Core
Intermediate-Term Bond
ETF
   

17,831

     

     

     

     

     

2

     

17,833

     

159

   
VictoryShares USAA Core
Short-Term Bond ETF
   

30,971

     

3,743

     

     

     

     

(220

)

   

34,494

     

249

   
VictoryShares USAA MSCI
Emerging Markets Value
Momentum ETF
   

3,500

     

     

     

     

     

(343

)

   

3,157

     

99

   
VictoryShares USAA MSCI
International Value
Momentum ETF
   

5,763

     

     

     

     

     

(414

)

   

5,349

     

126

   
VictoryShares USAA MSCI
USA Small Cap Value
Momentum ETF
   

1,313

     

     

     

     

     

(2

)

   

1,311

     

4

   
VictoryShares USAA MSCI
USA Value Momentum
ETF
   

6,261

     

     

(500

)

   

133

     

     

27

     

5,921

     

39

   
   

$

243,086

   

$

12,368

   

$

(7,781

)

 

$

759

   

$

   

$

(1,605

)

 

$

246,827

   

$

2,501

   
 


17


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 
$

1,000.00

   

$

1,006.60

   

$

1,024.62

   

$

0.45

   

$

0.46

     

0.09

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


18


 

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  

97450-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Cornerstone Equity Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    4    

Statement of Operations

    5    

Statements of Changes in Net Assets

    6    

Financial Highlights

    8    

Notes to Financial Statements

   

10

   

Supplemental Information

   

18

   

Proxy Voting and Portfolio Holdings Information

    18    

Expense Example

    18    

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


 
USAA Mutual Funds Trust
USAA Cornerstone Equity Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation over the long term.

Top 10 Holdings*:

November 30, 2021

(% of Net Assets)

USAA 500 Index Fund Reward Shares

   

18.6

%

 

USAA International Fund Institutional Shares

   

14.2

%

 

VictoryShares USAA MSCI USA Value Momentum ETF

   

12.7

%

 

VictoryShares USAA MSCI International Value Momentum ETF

   

11.4

%

 

USAA Target Managed Allocation Fund

   

6.9

%

 

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF

   

5.4

%

 

USAA Growth Fund Institutional Shares

   

5.1

%

 

USAA Income Stock Fund Institutional Shares

   

5.0

%

 

USAA Emerging Markets Fund Institutional Shares

   

5.0

%

 

USAA Aggressive Growth Fund Institutional Shares

   

5.0

%

 

Asset Allocation*:

November 30, 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.

 


2


 
USAA Mutual Funds Trust
USAA Cornerstone Equity Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Affiliated Exchange-Traded Funds (32.3%)

 

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF

   

266,858

   

$

12,399

   

VictoryShares USAA MSCI International Value Momentum ETF

   

555,112

     

26,148

   

VictoryShares USAA MSCI USA Small Cap Value Momentum ETF

   

90,687

     

6,408

   

VictoryShares USAA MSCI USA Value Momentum ETF

   

431,467

     

29,033

   

Total Affiliated Exchange-Traded Funds (Cost $66,396)

   

73,988

   

Affiliated Mutual Funds (67.7%)

 

USAA 500 Index Fund Reward Shares

   

681,301

     

42,615

   

USAA Aggressive Growth Fund Institutional Shares

   

178,795

     

11,427

   

USAA Emerging Markets Fund Institutional Shares

   

536,483

     

11,508

   

USAA Growth Fund Institutional Shares

   

294,807

     

11,730

   

USAA Income Stock Fund Institutional Shares

   

569,689

     

11,559

   

USAA International Fund Institutional Shares

   

1,134,873

     

32,594

   

USAA Precious Metals and Minerals Fund Institutional Shares

   

43,865

     

830

   

USAA Small Cap Stock Fund Institutional Shares

   

265,433

     

5,670

   

USAA Target Managed Allocation Fund

   

1,162,728

     

15,732

   

USAA Value Fund Institutional Shares

   

619,656

     

11,426

   

Total Affiliated Mutual Funds (Cost $108,345)

   

155,091

   

Total Investments (Cost $174,741) — 100.0%

   

229,079

   

Other assets in excess of liabilities — 0.0% (a)

   

113

   

NET ASSETS — 100.00%

 

$

229,192

   

At November 30, 2021, the Fund's investments in foreign securities were 36.1% of net assets.

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

ETF — Exchange-Traded Fund

See notes to financial statements.

 


3


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Cornerstone
Equity Fund
 

Assets:

 

Affiliated investments, at value (Cost $174,741)

 

$

229,079

   

Cash

   

273

   

Receivables:

 

Capital shares issued

   

131

   

Prepaid expenses

   

10

   

Total Assets

   

229,493

   

Liabilities:

 

Payables:

 

Capital shares redeemed

   

249

   

Accrued expenses and other payables:

 

Custodian fees

   

1

   

Transfer agent fees

   

(a)

 

Compliance fees

   

(a)

 

Trustees' fees

   

(a)

 

Other accrued expenses

   

51

   

Total Liabilities

   

301

   

Net Assets:

 

Capital

   

169,309

   

Total accumulated earnings/(loss)

   

59,883

   

Net Assets

 

$

229,192

   

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

   

12,986

   

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

 

$

17.65

   

(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.

 


4


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Cornerstone
Equity Fund
 

Investment Income:

 

Income distributions from affiliated funds

 

$

1,543

   

Interest

   

(a)

 

Securities lending (net of fees)

   

(a)

 

Total Income

   

1,543

   

Expenses:

 

Sub-Administration fees

   

9

   

Custodian fees

   

3

   

Trustees' fees

   

24

   

Compliance fees

   

1

   

Printing fees

   

17

   

Legal and audit fees

   

26

   

State registration and filing fees

   

11

   

Other expenses

   

11

   

Total Expenses

   

102

   

Net Investment Income (Loss)

   

1,441

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from sales of affiliated funds

   

1,136

   

Net change in unrealized appreciation/depreciation on affiliated funds

   

304

   

Net realized/unrealized gains (losses) on investments

   

1,440

   

Change in net assets resulting from operations

 

$

2,881

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Cornerstone Equity Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

1,441

   

$

3,618

   

Net realized gains (losses) from investments

   

1,136

     

1,909

   
Net change in unrealized appreciation/depreciation on
investments
   

304

     

67,536

   

Change in net assets resulting from operations

   

2,881

     

73,063

   

Change in net assets resulting from distributions to shareholders

   

     

(16,403

)

 

Change in net assets resulting from capital transactions

   

(5,925

)

   

(15,437

)

 

Change in net assets

   

(3,044

)

   

41,223

   

Net Assets:

 

Beginning of period

   

232,236

     

191,013

   

End of period

 

$

229,192

   

$

232,236

   

Capital Transactions:

 

Proceeds from shares issued

 

$

13,657

   

$

26,443

   

Distributions reinvested

   

     

16,362

   

Cost of shares redeemed

   

(19,582

)

   

(58,242

)

 

Change in net assets resulting from capital transactions

 

$

(5,925

)

 

$

(15,437

)

 

Share Transactions:

 

Issued

   

767

     

1,681

   

Reinvested

   

     

1,061

   

Redeemed

   

(1,099

)

   

(3,809

)

 

Change in Shares

   

(332

)

   

(1,067

)

 

See notes to financial statements.

 


6


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Cornerstone Equity Fund

 
Six Months Ended
November 30, 2021
(Unaudited)
 

$

17.44

     

0.11

(d)

   

0.10

     

0.21

     

     

   

Year Ended:

 

May 31, 2021

 

$

13.28

     

0.27

(d)

   

5.16

     

5.43

     

(0.20

)

   

(1.07

)

 

May 31, 2020

 

$

13.90

     

0.34

(d)

   

(0.24

)

   

0.10

     

(0.32

)

   

(0.40

)

 

May 31, 2019

 

$

15.49

     

0.26

     

(0.99

)

   

(0.73

)

   

(0.25

)

   

(0.61

)

 

May 31, 2018

 

$

14.31

     

0.22

     

1.26

     

1.48

     

(0.22

)

   

(0.08

)

 

May 31, 2017

 

$

12.51

     

0.19

     

2.02

     

2.21

     

(0.19

)

   

(0.22

)

 

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(e)  Reflects increased usage of quantitative investment strategies.

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

See notes to financial statements.

 


8


 

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

USAA Cornerstone Equity Fund

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

17.65

     

1.20

%

   

0.09

%

   

1.23

%

   

0.09

%

 

$

229,192

     

2

%

 

Year Ended:

 

May 31, 2021

   

(1.27

)

 

$

17.44

     

42.26

%

   

0.10

%

   

1.74

%

   

0.11

%

 

$

232,236

     

5

%

 

May 31, 2020

   

(0.72

)

 

$

13.28

     

0.14

%

   

0.10

%

   

2.38

%

   

0.10

%

 

$

191,013

     

6

%

 

May 31, 2019

   

(0.86

)

 

$

13.90

     

(4.35

)%

   

0.10

%

   

1.79

%

   

0.13

%

 

$

202,288

     

11

%(e)

 

May 31, 2018

   

(0.30

)

 

$

15.49

     

10.32

%

   

0.10

%

   

1.46

%

   

0.13

%

 

$

200,186

     

38

%(f)

 

May 31, 2017

   

(0.41

)

 

$

14.31

     

17.99

%

   

0.10

%

   

1.39

%

   

0.20

%

 

$

143,657

     

7

%

 

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs") 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

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, including underlying funds, are valued at their 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 November 30, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Affiliated Exchange-Traded Funds

 

$

73,988

   

$

   

$

   

$

73,988

   

Affiliated Mutual Funds

   

155,091

     

     

     

155,091

   

Total

 

$

229,079

   

$

   

$

   

$

229,079

   

For the six months ended November 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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.

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

As of November 30, 2021, the Fund did not have any securities on loan.

Federal Income Taxes:

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

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

Allocations:

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 
Purchases  

Sales

 
$

4,666

   

$

8,719

   
 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. The Adviser does not receive any fees from the Fund for these services.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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 does not receive any fees from the Fund for these services.

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 six months ended November 30, 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 six months ended November 30, 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 does not receive any fees from the Fund for these services.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 2021, are reflected on the Statement of Operations as Custodian fees.

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

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 2021, the expense limit (excluding voluntary waivers) was 0.10%.

Under the terms of the expense limitation agreement, as 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 November 30, 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 repayment is not probable at November 30, 2021.

Expires
2024
 

Total

 
$

18

   

$

18

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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.

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

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

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

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

ETF Risk — The Fund may invest in shares of ETFs, which generally are investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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 six months ended November 30, 2021.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, or an investment company managed by VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These underlying funds are noted as affiliated on the Fund's Schedule of Portfolio Investments. The affiliated underlying fund's annual or semiannual reports may be viewed at vcm.com. Transactions in affiliated securities during the six months ended November 30, 2021 were as follows (amounts in thousands):

    Fair Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net Change
in Unrealized
Appreciation/
Depreciation
  Fair Value
11/30/2021
  Dividend
Income
 
USAA 500 Index Fund
Reward Shares
 

$

39,191

   

$

697

   

$

(943

)

 

$

57

   

$

   

$

3,613

   

$

42,615

   

$

230

   
USAA Aggressive Growth
Fund Institutional
Shares
   

10,431

     

     

(358

)

   

90

     

     

1,264

     

11,427

     

   
USAA Emerging Markets
Fund Institutional
Shares
   

11,042

     

1,995

     

     

     

     

(1,529

)

   

11,508

     

   
USAA Growth Fund
Institutional Shares
   

11,057

     

     

(486

)

   

90

     

     

1,069

     

11,730

     

   
USAA Income Stock Fund
Institutional Shares
   

12,321

     

102

     

(951

)

   

57

     

     

30

     

11,559

     

101

   
USAA International
Fund Institutional
Shares
   

32,254

     

1,872

     

(704

)

   

23

     

     

(851

)

   

32,594

     

   
USAA Precious Metals and
Minerals Fund
Institutional Shares
   

1,011

     

     

     

     

     

(181

)

   

830

     

   
USAA Small Cap Stock Fund
Institutional Shares
   

5,781

     

     

     

     

     

(111

)

   

5,670

     

   
USAA Target Managed
Allocation Fund
   

15,092

     

     

     

     

     

640

     

15,732

     

   
 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

    Fair Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net Change
in Unrealized
Appreciation/
Depreciation
  Fair Value
11/30/2021
  Dividend
Income
 
USAA Value Fund
Institutional Shares
 

$

11,619

   

$

   

$

   

$

   

$

   

$

(193

)

 

$

11,426

   

$

   
VictoryShares USAA MSCI
Emerging Markets Value
Momentum ETF
   

13,745

     

     

     

     

     

(1,346

)

   

12,399

     

390

   
VictoryShares USAA MSCI
International Value
Momentum ETF
   

29,558

     

     

(1,399

)

   

(74

)

   

     

(1,937

)

   

26,148

     

614

   
VictoryShares USAA MSCI
USA Small Cap Value
Momentum ETF
   

6,641

     

     

(240

)

   

82

     

     

(75

)

   

6,408

     

22

   
VictoryShares USAA MSCI
USA Value Momentum
ETF
   

31,949

     

     

(3,638

)

   

811

     

     

(89

)

   

29,033

     

186

   
   

$

231,692

   

$

4,666

   

$

(8,719

)

 

$

1,136

   

$

   

$

304

   

$

229,079

   

$

1,543

   
 


17


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 
$

1,000.00

   

$

1,012.00

   

$

1,024.62

   

$

0.45

   

$

0.46

     

0.09

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


18


 

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  

97453-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Cornerstone Moderate Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    13    

Statement of Operations

    14    

Statements of Changes in Net Assets

    15    

Financial Highlights

    16    

Notes to Financial Statements

   

18

   

Supplemental Information

   

28

   

Proxy Voting and Portfolio Holdings Information

    28    

Expense Example

    28    

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


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high total return.

Asset Allocation*:

November 30, 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%.

 


2


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (0.6%)

 
BCC Funding Corp. XVI LLC, Series 2019-1A, Class A2,
2.46%, 8/20/24, Callable 6/20/23 @ 100 (a)
 

$

787

   

$

792

   
Drive Auto Receivables Trust, Series 2018-4, Class D,
4.09%, 1/15/26, Callable 10/15/22 @ 100
   

487

     

495

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C,
3.30%, 3/15/24, Callable 8/15/23 @ 100 (a)
   

386

     

388

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B,
2.26%, 4/15/24, Callable 10/15/23 @ 100 (a)
   

127

     

128

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D,
5.28%, 10/15/24, Callable 6/15/22 @ 100 (a)
   

490

     

501

   
HPEFS Equipment Trust, Series 2020-1A, Class B,
1.89%, 2/20/30, Callable 1/20/23 @ 100 (a)
   

249

     

251

   
HPEFS Equipment Trust, Series 2019-1A, Class C,
2.49%, 9/20/29, Callable 7/20/22 @ 100 (a)
   

437

     

441

   
Navient Student Loan Trust, Series 2015-2, Class B,
1.59% (LIBOR01M+150bps), 8/25/50, Callable 2/25/30 @ 100 (b)
   

950

     

954

   
NP SPE II LLC, Series 2017-1A, Class A1,
3.37%, 10/21/47, Callable 12/20/21 @ 100 (a)
   

287

     

293

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B,
2.02%, 3/20/28, Callable 11/20/23 @ 100 (a)
   

506

     

511

   
Transportation Finance Equipment Trust, Series 2019-1, Class B,
2.06%, 5/23/24, Callable 4/23/23 @ 100 (a)
   

900

     

915

   
Trinity Rail Leasing LLC, Series 2019-2A, Class A1,
2.39%, 10/18/49, Callable 12/17/21 @ 100 (a)
   

355

     

355

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D,
4.00%, 1/16/24, Callable 2/15/22 @ 100 (a)
   

149

     

149

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class B,
1.94%, 4/15/25, Callable 8/15/23 @ 100 (a)
   

1,618

     

1,629

   

Total Asset-Backed Securities (Cost $7,648)

   

7,802

   

Collateralized Mortgage Obligations (0.2%)

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

130

     

132

   
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A,
2.59% (LIBOR01M+250bps), 4/4/22 (a)(b)
   

957

     

959

   
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL,
0.28% (LIBOR01M+19bps), 2/15/40 (b)
   

25

     

25

   
DBJPM Mortgage Trust, Series 2016-SFC, Class A,
2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)
   

1,500

     

1,521

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA,
2.17%, 5/10/45, Callable 3/10/22 @ 100 (a)(c)(d)
   

9,053

     

13

   

Total Collateralized Mortgage Obligations (Cost $2,638)

   

2,650

   

Common Stocks (16.7%)

 

Communication Services (1.2%):

 

Alphabet, Inc. Class C (e)

   

2,557

     

7,285

   

AT&T, Inc.

   

51,958

     

1,186

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Comcast Corp. Class A

   

51,305

   

$

2,564

   

Match Group, Inc. (e)

   

6,453

     

839

   

Netflix, Inc. (e)

   

2,183

     

1,401

   

Sirius XM Holdings, Inc. (f)

   

146,514

     

894

   

Verizon Communications, Inc.

   

25,815

     

1,298

   

Zillow Group, Inc. Class C (e)

   

1,120

     

61

   
     

15,528

   

Consumer Discretionary (1.5%):

 

AutoZone, Inc. (e)

   

538

     

978

   

Best Buy Co., Inc.

   

7,431

     

794

   

eBay, Inc.

   

14,591

     

984

   

Ford Motor Co.

   

110,008

     

2,111

   

Garmin Ltd.

   

6,871

     

918

   

General Motors Co. (e)

   

19,411

     

1,123

   

Lennar Corp. Class A

   

9,432

     

991

   

Lowe's Cos., Inc.

   

10,414

     

2,547

   

McDonald's Corp.

   

5,010

     

1,225

   

O'Reilly Automotive, Inc. (e)

   

1,573

     

1,004

   

Target Corp. (g)

   

9,049

     

2,207

   

The Home Depot, Inc.

   

8,577

     

3,436

   
     

18,318

   

Consumer Staples (1.0%):

 

Altria Group, Inc.

   

25,272

     

1,078

   

Archer-Daniels-Midland Co.

   

16,241

     

1,010

   

Colgate-Palmolive Co.

   

12,848

     

964

   

Costco Wholesale Corp.

   

2,605

     

1,405

   

PepsiCo, Inc.

   

8,296

     

1,325

   

Philip Morris International, Inc.

   

25,336

     

2,177

   

The Clorox Co.

   

5,680

     

925

   

The Estee Lauder Cos., Inc.

   

3,141

     

1,043

   

Tyson Foods, Inc. Class A

   

12,547

     

991

   

Walgreens Boots Alliance, Inc.

   

20,816

     

933

   
     

11,851

   

Energy (0.6%):

 

Chevron Corp.

   

11,737

     

1,325

   

ConocoPhillips

   

29,948

     

2,100

   

Devon Energy Corp.

   

22,862

     

962

   

EOG Resources, Inc.

   

10,619

     

924

   

Exxon Mobil Corp.

   

21,905

     

1,311

   

Marathon Petroleum Corp.

   

15,357

     

934

   
     

7,556

   

Financials (2.3%):

 

AGNC Investment Corp.

   

2,798

     

43

   

Annaly Capital Management, Inc.

   

7,018

     

57

   

Aon PLC Class A

   

3,523

     

1,042

   

Bank of America Corp.

   

32,999

     

1,467

   

Berkshire Hathaway, Inc. Class B (e)

   

5,499

     

1,522

   

Blackstone, Inc.

   

7,667

     

1,084

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Capital One Financial Corp.

   

14,058

   

$

1,976

   

Citigroup, Inc.

   

18,026

     

1,148

   

First Republic Bank

   

4,661

     

977

   

Marsh & McLennan Cos., Inc.

   

6,645

     

1,090

   

MetLife, Inc.

   

17,046

     

1,000

   

Morgan Stanley

   

24,161

     

2,291

   

MSCI, Inc.

   

1,579

     

994

   

Prudential Financial, Inc.

   

19,080

     

1,951

   

Regions Financial Corp.

   

40,149

     

913

   

S&P Global, Inc.

   

2,472

     

1,127

   

SVB Financial Group (e)

   

2,711

     

1,877

   

Synchrony Financial

   

21,170

     

948

   

T. Rowe Price Group, Inc.

   

4,577

     

915

   

The Allstate Corp.

   

17,784

     

1,933

   

The Goldman Sachs Group, Inc.

   

5,931

     

2,260

   

The Progressive Corp.

   

10,790

     

1,003

   

Wells Fargo & Co.

   

26,704

     

1,276

   
     

28,894

   

Health Care (2.7%):

 

AbbVie, Inc.

   

11,495

     

1,325

   

Agilent Technologies, Inc.

   

6,443

     

972

   

Amgen, Inc.

   

10,922

     

2,172

   

Anthem, Inc.

   

2,716

     

1,103

   

Biogen, Inc. (e)

   

3,937

     

928

   

Bristol-Myers Squibb Co.

   

20,401

     

1,094

   

Cigna Corp.

   

4,985

     

957

   

CVS Health Corp.

   

12,890

     

1,148

   

Danaher Corp.

   

4,250

     

1,367

   

Eli Lilly & Co.

   

9,895

     

2,454

   

Gilead Sciences, Inc. (g)

   

17,114

     

1,180

   

HCA Healthcare, Inc.

   

4,191

     

945

   

IDEXX Laboratories, Inc. (e)

   

3,294

     

2,003

   

Intuitive Surgical, Inc. (e)

   

3,212

     

1,042

   

IQVIA Holdings, Inc. (e)

   

4,027

     

1,044

   

Johnson & Johnson (g)

   

20,471

     

3,192

   

Merck & Co., Inc.

   

31,636

     

2,370

   

Mettler-Toledo International, Inc. (e)

   

640

     

969

   

Pfizer, Inc.

   

29,478

     

1,584

   

UnitedHealth Group, Inc.

   

7,236

     

3,214

   

Waters Corp. (e)

   

2,782

     

913

   

West Pharmaceutical Services, Inc.

   

2,437

     

1,079

   
     

33,055

   

Industrials (1.6%):

 

3M Co.

   

12,562

     

2,136

   

Carrier Global Corp.

   

18,851

     

1,020

   

Cummins, Inc.

   

4,459

     

935

   

Eaton Corp. PLC

   

6,142

     

995

   

Fastenal Co.

   

17,396

     

1,029

   

General Dynamics Corp.

   

5,140

     

971

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Illinois Tool Works, Inc.

   

4,488

   

$

1,042

   

Johnson Controls International PLC

   

13,724

     

1,026

   

Lockheed Martin Corp.

   

6,539

     

2,180

   

Northrop Grumman Corp.

   

5,865

     

2,046

   

Old Dominion Freight Line, Inc.

   

2,887

     

1,025

   

Otis Worldwide Corp.

   

11,905

     

957

   

PACCAR, Inc.

   

11,849

     

989

   

Republic Services, Inc. (g)

   

7,571

     

1,001

   

Rockwell Automation, Inc.

   

3,072

     

1,033

   

W.W. Grainger, Inc.

   

2,020

     

973

   
     

19,358

   

Information Technology (4.6%):

 

Accenture PLC Class A

   

7,232

     

2,585

   

Adobe, Inc. (e)

   

2,223

     

1,489

   

Apple, Inc.

   

67,050

     

11,083

   

Applied Materials, Inc.

   

15,503

     

2,282

   

Broadcom, Inc.

   

4,834

     

2,676

   

Cisco Systems, Inc.

   

46,804

     

2,567

   

Cognizant Technology Solutions Corp. Class A

   

13,244

     

1,033

   

EPAM Systems, Inc. (e)

   

1,430

     

870

   

Fortinet, Inc. (e)

   

2,975

     

988

   

Gartner, Inc. (e)

   

2,968

     

927

   

HP, Inc.

   

65,024

     

2,294

   

Intel Corp.

   

26,037

     

1,281

   

International Business Machines Corp.

   

9,703

     

1,136

   

Intuit, Inc.

   

2,010

     

1,311

   

Mastercard, Inc. Class A

   

4,162

     

1,311

   

Micron Technology, Inc.

   

15,015

     

1,261

   

Microsoft Corp. (g)

   

28,895

     

9,552

   

Motorola Solutions, Inc.

   

4,123

     

1,044

   

NVIDIA Corp.

   

7,178

     

2,345

   

Oracle Corp.

   

26,779

     

2,430

   

QUALCOMM, Inc.

   

15,278

     

2,759

   

Texas Instruments, Inc.

   

12,953

     

2,492

   

VeriSign, Inc. (e)

   

4,185

     

1,004

   

VMware, Inc. Class A (e)

   

8,074

     

943

   
     

57,663

   

Materials (0.4%):

 

Avery Dennison Corp.

   

4,270

     

876

   

LyondellBasell Industries NV Class A

   

11,180

     

974

   

Nucor Corp.

   

9,136

     

971

   

PPG Industries, Inc.

   

6,202

     

956

   

The Sherwin-Williams Co.

   

3,311

     

1,097

   
     

4,874

   

Real Estate (0.4%):

 

Alexandria Real Estate Equities, Inc.

   

636

     

127

   

American Tower Corp.

   

2,224

     

584

   

AvalonBay Communities, Inc.

   

708

     

169

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Boston Properties, Inc.

   

747

   

$

81

   

Camden Property Trust

   

487

     

80

   

CBRE Group, Inc. Class A (e)

   

1,679

     

161

   

Crown Castle International Corp.

   

2,209

     

401

   

Digital Realty Trust, Inc.

   

1,370

     

230

   

Duke Realty Corp.

   

1,869

     

109

   

Equinix, Inc.

   

447

     

363

   

Equity LifeStyle Properties, Inc.

   

879

     

72

   

Equity Residential

   

1,868

     

159

   

Essex Property Trust, Inc.

   

327

     

111

   

Extra Space Storage, Inc.

   

661

     

132

   

Healthpeak Properties, Inc.

   

2,671

     

88

   

Host Hotels & Resorts, Inc. (e)

   

3,450

     

54

   

Invitation Homes, Inc.

   

2,844

     

115

   

Iron Mountain, Inc.

   

1,461

     

66

   

Medical Properties Trust, Inc.

   

2,885

     

61

   

Mid-America Apartment Communities, Inc.

   

574

     

118

   

Omega Healthcare Investors, Inc.

   

1,149

     

32

   

Orion Office REIT, Inc. (e)

   

251

     

5

   

Prologis, Inc.

   

3,724

     

561

   

Public Storage

   

803

     

263

   

Realty Income Corp.

   

2,516

     

171

   

Regency Centers Corp.

   

861

     

60

   

SBA Communications Corp.

   

560

     

193

   

Simon Property Group, Inc.

   

1,694

     

259

   

Sun Communities, Inc.

   

501

     

95

   

UDR, Inc.

   

1,487

     

84

   

Ventas, Inc.

   

1,882

     

88

   

VICI Properties, Inc.

   

2,668

     

73

   

Vornado Realty Trust

   

808

     

32

   

Welltower, Inc.

   

2,095

     

167

   

Weyerhaeuser Co.

   

3,701

     

139

   

WP Carey, Inc.

   

880

     

67

   
     

5,570

   

Utilities (0.4%):

 

Exelon Corp.

   

19,331

     

1,017

   

FirstEnergy Corp.

   

25,942

     

977

   

NRG Energy, Inc.

   

27,317

     

984

   

The AES Corp.

   

40,397

     

944

   

UGI Corp.

   

21,398

     

883

   
     

4,805

   

Total Common Stocks (Cost $158,692)

   

207,472

   

Preferred Stocks (0.6%)

 

Communication Services (0.3%):

 

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

   

112,000

     

2,812

   

Financials (0.3%):

 

Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b)(h)

   

167,198

     

4,004

   

Total Preferred Stocks (Cost $6,862)

   

6,816

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (2.8%)

 

Consumer Discretionary (0.1%):

 

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

 

$

394

   

$

457

   

VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100

   

488

     

509

   
     

966

   

Consumer Staples (0.0%): (i)

 

McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100

   

284

     

288

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

252

     

316

   
     

604

   

Energy (0.1%):

 

ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100

   

404

     

510

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.,
5.50%, 3/1/30, Callable 3/1/25 @ 102.75
   

648

     

703

   
     

1,213

   

Financials (1.5%):

 

Ares Capital Corp., 3.63%, 1/19/22, Callable 12/23/21 @ 100 (f)(g)

   

1,600

     

1,603

   

Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)

   

994

     

975

   

Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100

   

972

     

988

   
Cullen/Frost Capital Trust II, 1.67% (LIBOR03M+155bps), 3/1/34,
Callable 1/10/22 @ 100 (b)
   

4,000

     

3,840

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

488

     

589

   
First Maryland Capital I, 1.12% (LIBOR03M+100bps), 1/15/27,
Callable 1/10/22 @ 100 (b)
   

2,850

     

2,765

   

HSB Group, Inc., 1.03% (LIBOR03M+91bps), 7/15/27, Callable 1/10/22 @ 100 (b)

   

2,575

     

2,339

   

Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100

   

654

     

699

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps), 11/6/28,
Callable 11/6/23 @ 100 (b)
   

249

     

268

   
Pinnacle Financial Partners, Inc., 4.13% (LIBOR03M+278bps), 9/15/29,
Callable 9/15/24 @ 100 (b)
   

1,000

     

1,046

   

Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100

   

412

     

434

   

Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29, Callable 11/1/24 @ 100 (b)

   

2,600

     

2,726

   

The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100

   

194

     

211

   

Toyota Motor Credit Corp., 3.38%, 4/1/30, MTN

   

714

     

788

   
     

19,271

   

Health Care (0.1%):

 

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

738

     

780

   

Duke University Health System, Inc., 2.60%, 6/1/30

   

485

     

492

   

Viatris, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100

   

248

     

249

   
     

1,521

   

Industrials (0.3%):

 

Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100

   

486

     

509

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)

   

222

     

225

   

Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100

   

971

     

1,032

   
The Conservation Fund A Nonprofit Corp.,
3.47%, 12/15/29, Callable 9/15/29 @ 100
   

1,300

     

1,381

   
     

3,147

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Information Technology (0.1%):

 

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

 

$

743

   

$

781

   

Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100

   

222

     

228

   
     

1,009

   

Materials (0.1%):

 

Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100

   

389

     

397

   

Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

204

     

216

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)

   

373

     

386

   
     

999

   

Real Estate (0.3%):

 

AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/17/30 @ 100

   

983

     

1,007

   

Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100

   

1,134

     

1,147

   

GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100

   

249

     

263

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

206

     

211

   

SBA Tower Trust, 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)

   

692

     

714

   
VICI Properties LP/VICI Note Co., Inc.,
4.63%, 12/1/29, Callable 12/1/24 @ 102.31 (a)
   

149

     

159

   
     

3,501

   

Utilities (0.2%):

 

Alabama Power Co., 3.85%, 12/1/42

   

971

     

1,115

   

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

323

     

351

   

Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100

   

971

     

1,106

   
     

2,572

   

Total Corporate Bonds (Cost $33,273)

   

34,803

   

Yankee Dollars (0.2%)

 

Energy (0.1%):

 

Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100

   

554

     

567

   

Financials (0.0%): (i)

 
Banco Santander Mexico SA Institucion de Banca Multiple Grupo
Financiero Santand, 5.38%, 4/17/25 (a)(g)
   

464

     

505

   

Industrials (0.0%): (i)

 

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)

   

444

     

472

   

Materials (0.1%):

 

CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)

   

739

     

774

   

Total Yankee Dollars (Cost $2,198)

   

2,318

   

U.S. Government Agency Mortgages (1.9%)

 

Federal Home Loan Mortgage Corporation

 

3.50%, 4/1/46-4/1/48

   

3,916

     

4,150

   

3.00%, 6/1/46-8/1/47

   

18,368

     

19,266

   
     

23,416

   

Federal National Mortgage Association

 

Series 2016-M2, Class AV2, 2.15%, 1/25/23

   

688

     

693

   
     

24,109

   

Total U.S. Government Agency Mortgages (Cost $23,115)

   

24,109

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

U.S. Treasury Obligations (5.7%)

 

U.S. Treasury Bonds

 

3.13%, 8/15/44

 

$

8,600

   

$

10,609

   

3.00%, 11/15/44

   

6,000

     

7,276

   

2.38%, 11/15/49

   

5,000

     

5,646

   

U.S. Treasury Notes

 

1.63%, 4/30/23

   

14,658

     

14,915

   

2.25%, 11/15/25

   

5,000

     

5,233

   

1.63%, 2/15/26

   

15,000

     

15,333

   

2.25%, 2/15/27

   

3,500

     

3,689

   

2.38%, 5/15/29

   

7,850

     

8,404

   

Total U.S. Treasury Obligations (Cost $65,763)

   

71,105

   

Commercial Paper (0.2%) (j)

 

Oge Energy Corp., 0.13%, 12/3/21 (a)

   

1,300

     

1,300

   

One Gas, Inc., 0.07%, 12/6/21 (a)

   

1,300

     

1,300

   

Total Commercial Paper (Cost $2,600)

   

2,600

   

Exchange-Traded Funds (42.7%)

 

Invesco DB Commodity Index Tracking Fund

   

114,500

     

2,230

   

Invesco FTSE RAFI Developed Markets ex-US ETF

   

335,920

     

15,315

   

Invesco FTSE RAFI Emerging Markets ETF

   

686,690

     

14,778

   

iShares 7-10 Year Treasury Bond ETF

   

133,366

     

15,444

   

iShares Core MSCI EAFE ETF

   

123,049

     

8,980

   

iShares Core MSCI Emerging Markets ETF

   

507,551

     

30,514

   

iShares Core S&P 500 ETF

   

160,397

     

73,402

   

iShares Core S&P Small-Cap ETF

   

246,821

     

27,227

   

iShares Core US Aggregate Bond ETF

   

422,573

     

48,499

   

iShares Core US REIT ETF (g)

   

57,884

     

3,629

   

iShares MSCI Canada ETF (f)

   

243,518

     

9,103

   

iShares MSCI International Momentum Factor ETF

   

401,271

     

15,292

   

iShares MSCI International Quality Factor ETF

   

457,001

     

17,485

   

JPMorgan BetaBuilders Canada ETF (f)

   

56,001

     

3,641

   

Schwab Fundamental Emerging Markets Large Co. Index ETF

   

920,892

     

28,354

   

Schwab Fundamental International Large Co. Index ETF

   

1,549,839

     

49,083

   

Schwab Fundamental International Small Co. Index ETF (f)

   

266,700

     

9,751

   

SPDR Gold Shares (f)

   

16,344

     

2,705

   

SPDR S&P Emerging Markets SmallCap ETF

   

34,497

     

2,024

   

U.S. Oil Fund LP (f)

   

44,859

     

2,149

   

Vanguard FTSE All-World ex-US ETF

   

305,763

     

18,327

   

Vanguard FTSE Developed Markets ETF (f)

   

844,518

     

41,972

   

Vanguard FTSE Emerging Markets ETF (f)(g)

   

47,000

     

2,312

   

Vanguard Mortgage-Backed Securities ETF

   

65,405

     

3,469

   

Vanguard Real Estate ETF (f)

   

118,457

     

12,644

   

Vanguard S&P 500 ETF (g)

   

52,832

     

22,140

   

Vanguard Short-Term Bond ETF

   

78,165

     

6,356

   

Vanguard Short-Term Corporate Bond ETF

   

73,962

     

6,032

   

Vanguard Total Bond Market ETF

   

175,441

     

14,986

   

Vanguard Total Stock Market ETF (g)

   

77,469

     

18,085

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund

   

59,797

   

$

3,068

   

Xtrackers USD High Yield Corporate Bond ETF (f)

   

97,710

     

3,828

   

Total Exchange-Traded Funds (Cost $435,483)

   

532,824

   

Affiliated Exchange-Traded Funds (27.2%)

 

Victoryshares ESG Core Plus Bond ETF

   

2,420,938

     

60,489

   

VictoryShares USAA Core Intermediate-Term Bond ETF (f)

   

4,841,265

     

258,378

   

VictoryShares USAA Core Short-Term Bond ETF

   

341,251

     

17,590

   

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)

   

51,500

     

2,393

   

Total Affiliated Exchange-Traded Funds (Cost $341,501)

   

338,850

   

Collateral for Securities Loaned^ (3.6%)

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

4,159,637

     

4,160

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

347,381

     

347

   

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

   

40,634,118

     

40,634

   

Total Collateral for Securities Loaned (Cost $45,141)

   

45,141

   

Total Investments (Cost $1,124,914) — 102.4%

   

1,276,490

   

Liabilities in excess of other assets — (2.4)%

   

(29,357

)

 

NET ASSETS — 100.00%

 

$

1,247,133

   

At November 30, 2021, the Fund's investments in foreign securities were 21.2% 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 November 30, 2021, the fair value of these securities was $15,485 (thousands) and amounted to 1.2% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 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 November 30, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

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

(h)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2021, illiquid securities were 0.3% of net assets.

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

(j)  Rate represents the effective yield at November 30, 2021.

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

(k)  Rate disclosed is the daily yield on November 30, 2021.

bps — Basis points

ETF — Exchange-Traded Fund

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of November 30, 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

REIT — Real Estate Investment Trust

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 
S&P/Toronto Stock Exchange
60 Index Futures
   

63

   

12/16/21

 

$

12,223,352

   

$

12,291,239

   

$

192,370

   

Swiss Market Index Futures

   

106

   

12/17/21

   

13,859,417

     

14,087,526

     

167,685

   
   

$

360,055

   

Futures Contracts Sold

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

ASX SPI 200 Index Futures

   

42

   

12/16/21

 

$

5,760,582

   

$

5,411,229

   

$

136,532

   

Euro Stoxx 50 Futures

   

148

   

12/17/21

   

7,253,858

     

6,842,543

     

110,648

   

FTSE 100 Index Futures

   

65

   

12/17/21

   

6,302,644

     

6,118,842

     

116,446

   

Tokyo Price Index Futures

   

56

   

12/09/21

   

10,436,848

     

9,394,443

     

801,248

   
   

$

1,164,874

   

Total unrealized appreciation

 

$

1,524,929

   

Total unrealized depreciation

   

   

Total net unrealized appreciation (depreciation)

 

$

1,524,929

   

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Cornerstone
Moderate Fund
 

Assets:

 

Affiliated investments, at value(Cost $341,501)

 

$

338,850

   

Unaffiliated investments, at value (Cost $783,413)

   

937,640

(a)

 

Cash

   

16,469

   

Deposit with broker for futures contracts

   

1,562

   

Receivables:

 

Interest and dividends

   

1,021

   

Capital shares issued

   

271

   

Variation margin on open futures contracts

   

342

   

From Adviser

   

212

   

Prepaid expenses

   

23

   

Total Assets

   

1,296,390

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

45,141

   

Collateral received from broker for futures contracts

   

547

   

Payable for foreign currency

   

(b)

 

Investments purchased

   

1,551

   

Capital shares redeemed

   

625

   

Variation margin on open futures contracts

   

323

   

Accrued expenses and other payables:

 

Investment advisory fees

   

616

   

Administration fees

   

157

   

Custodian fees

   

11

   

Transfer agent fees

   

177

   

Compliance fees

   

1

   

Trustees' fees

   

(b)

 

Other accrued expenses

   

108

   

Total Liabilities

   

49,257

   

Net Assets:

 

Capital

   

1,016,008

   

Total accumulated earnings/(loss)

   

231,125

   

Net Assets

 

$

1,247,133

   

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

   

73,215

   

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

 

$

17.03

   

(a)  Includes $43,221 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 Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Cornerstone
Moderate Fund
 

Investment Income:

 

Income distributions from affiliated funds

 

$

1,994

   

Dividends

   

7,298

   

Interest

   

3,236

   

Securities lending (net of fees)

   

118

   

Foreign tax withholding

   

(2

)

 

Total Income

   

12,644

   

Expenses:

 

Investment advisory fees

   

3,745

   

Administration fees

   

952

   

Sub-Administration fees

   

42

   

Custodian fees

   

32

   

Transfer agent fees

   

1,098

   

Trustees' fees

   

24

   

Compliance fees

   

4

   

Legal and audit fees

   

35

   

State registration and filing fees

   

17

   

Interfund lending fees

   

(a)

 

Other expenses

   

77

   

Total Expenses

   

6,026

   

Expenses waived/reimbursed by Adviser

   

(359

)

 

Net Expenses

   

5,667

   

Net Investment Income (Loss)

   

6,977

   

Realized/Unrealized Gains (Losses) from Investments:

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

37,804

   

Net realized gains (losses) from futures contracts

   

(1,324

)

 
Net change in unrealized appreciation/depreciation on unaffiliated investment
securities
   

(31,219

)

 

Net change in unrealized appreciation/depreciation on affiliated funds

   

(1,168

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

1,826

   

Net realized/unrealized gains (losses) on investments

   

5,919

   

Change in net assets resulting from operations

 

$

12,896

   

(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 Cornerstone
Moderate Fund
 
    Six Months
Ended
November 30,
2021
(unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

6,977

   

$

15,524

   

Net realized gains (losses) from investments

   

36,480

     

48,393

   
Net change in unrealized appreciation/depreciation on
investments
   

(30,561

)

   

163,676

   

Change in net assets resulting from operations

   

12,896

     

227,593

   

Change in net assets resulting from distributions to shareholders

   

(6,772

)

   

(18,770

)

 

Change in net assets resulting from capital transactions

   

(24,523

)

   

(74,749

)

 

Change in net assets

   

(18,399

)

   

134,074

   

Net Assets:

 

Beginning of period

   

1,265,532

     

1,131,458

   

End of period

 

$

1,247,133

   

$

1,265,532

   

Capital Transactions:

 

Proceeds from shares issued

 

$

44,652

   

$

92,413

   

Distributions reinvested

   

6,731

     

18,673

   

Cost of shares redeemed

   

(75,906

)

   

(185,835

)

 

Change in net assets resulting from capital transactions

 

$

(24,523

)

 

$

(74,749

)

 

Share Transactions:

 

Issued

   

2,602

     

5,807

   

Reinvested

   

397

     

1,216

   

Redeemed

   

(4,424

)

   

(11,817

)

 

Change in Shares

   

(1,425

)

   

(4,794

)

 

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Cornerstone Moderate Fund

     
Six Months Ended
November 30, 2021
(unaudited)
 

$

16.96

     

0.09

(d)

   

0.07

     

0.16

     

(0.09

)

   

   

Year Ended May 31:

 

2021

 

$

14.24

     

0.20

(d)

   

2.76

     

2.96

     

(0.21

)

   

(0.03

)

 

2020

 

$

14.11

     

0.29

(d)

   

0.13

     

0.42

     

(0.29

)

   

   

2019

 

$

14.83

     

0.30

     

(0.31

)

   

(0.01

)

   

(0.29

)

   

(0.42

)

 

2018

 

$

15.05

     

0.26

     

0.55

     

0.81

     

(0.26

)

   

(0.77

)

 

2017

 

$

14.01

     

0.31

     

1.06

     

1.37

     

(0.33

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

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

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

USAA Cornerstone Moderate Fund

 
Six Months Ended
November 30, 2021
(unaudited)
   

(0.09

)

 

$

17.03

     

0.95

%

   

0.89

%

   

1.10

%

   

0.95

%

 

$

1,247,133

     

23

%

 

Year Ended May 31:

 

2021

   

(0.24

)

 

$

16.96

     

21.00

%

   

0.97

%

   

1.29

%

   

0.98

%

 

$

1,265,532

     

53

%

 

2020

   

(0.29

)

 

$

14.24

     

2.98

%

   

1.00

%

   

2.01

%

   

1.00

%

 

$

1,131,458

     

87

%

 

2019

   

(0.71

)

 

$

14.11

     

0.13

%

   

1.00

%

   

2.10

%

   

1.02

%

 

$

1,163,374

     

81

%(e)

 

2018

   

(1.03

)

 

$

14.83

     

5.42

%

   

1.00

%

   

1.73

%

   

1.03

%

 

$

1,184,032

     

51

%

 

2017

   

(0.33

)

 

$

15.05

     

9.91

%

   

1.00

%

   

2.14

%

   

1.10

%

 

$

1,119,494

     

66

%

 

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Cornerstone Moderate Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), 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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in open-end investment companies, including underlying funds, are valued at their 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 their 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 November 30, 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

 

$

   

$

7,802

   

$

   

$

7,802

   

Collateralized Mortgage Obligations

   

     

2,650

     

     

2,650

   

Common Stocks

   

207,472

     

     

     

207,472

   

Preferred Stocks

   

2,812

     

4,004

     

     

6,816

   

Corporate Bonds

   

     

34,803

     

     

34,803

   

Yankee Dollars

   

     

2,318

     

     

2,318

   

U.S. Government Agency Mortgages

   

     

24,109

     

     

24,109

   

U.S. Treasury Obligations

   

     

71,105

     

     

71,105

   

Commercial Paper

   

     

2,600

     

     

2,600

   

Exchange-Traded Funds

   

532,824

     

     

     

532,824

   

Affiliated Exchange-Traded Funds

   

338,850

     

     

     

338,850

   

Collateral for Securities Loaned

   

45,141

     

     

     

45,141

   

Total

 

$

1,127,099

   

$

149,391

   

$

   

$

1,276,490

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

1,525

   

$

   

$

   

$

1,525

   

Total

 

$

1,525

   

$

   

$

   

$

1,525

   

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

For the six months ended November 30, 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

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Exchange-Traded Funds:

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

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.

Mortgage and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise 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

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 and Collateral received from broker for futures contracts. During the six months ended November 30, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Equity Risk Exposure

 

$

1,525

   

$

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized
as a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Equity Risk Exposure

 

$

(1,324

)

 

$

1,826

   

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Withholding taxes on interest, dividends, and gains as a result of certain investments in American Depositary Receipts ("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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

43,221

   

$

   

$

45,141

   

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.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Foreign Taxes:

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

Federal Income Taxes:

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

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

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or 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 six months ended November 30, 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)
 
$

   

$

22,207

   

$

769

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 
U.S. Government Securities
 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

281,453

   

$

287,528

   

$

   

$

26,909

   

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

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.59% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 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 six months ended November 30, 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%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 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.

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 November 30, 2021, the expense limit (excluding voluntary waivers) was 1.00%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). These affiliated ETF Adviser fee reimbursements are not available for recoupment. As of November 30, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $359 thousand, of which $153 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, as 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 November 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 six months ended November 30, 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.

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

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

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

ETF Risk — The Fund may invest in shares of ETFs, which generally are investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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
November 30, 2021
 

  (Unaudited)

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the six months ended November 30, 2021, were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
November 30, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing During
the Period
 

Borrower

 

$

   

$

2,276

     

3

     

0.55

%

 

$

2,276

   

*  For the six months ended November 30, 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.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

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 determined as of the last business day of the month. 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 six months ended November 30, 2021, were as follows (amounts in thousands):

    Fair
Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change in
Unrealized
Appreciation/
Depreciation
  Fair
Value
11/30/21
  Dividend
Income
 
VictoryShares ESG Core
Plus Bond ETF
 

$

   

$

121,052

   

$

(60,526

)

 

$

   

$

   

$

(37

)

 

$

60,489

   

$

31

   
VictoryShares USAA Core
Intermediate-Term
Bond ETF
   

146,328

     

225,603

     

(112,801

)

   

     

     

(752

)

   

258,378

     

1,749

   
VictoryShares USAA Core
Short-Term Bond ETF
   

17,709

     

     

     

     

     

(119

)

   

17,590

     

139

   
VictoryShares USAA MSCI
Emerging Markets Value
Momentum ETF
   

2,653

     

     

     

     

     

(260

)

   

2,393

     

75

   
   

$

166,690

   

$

346,655

   

$

(173,327

)

 

$

   

$

   

$

(1,168

)

 

$

338,850

   

$

1,994

   
 


27


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 
$

1,000.00

   

$

1,009.50

   

$

1,020.61

   

$

4.48

   

$

4.51

     

0.89

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


28


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

27804-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Cornerstone Moderately
Aggressive Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    14    

Statement of Operations

    15    

Statements of Changes in Net Assets

    16    

Financial Highlights

    18    

Notes to Financial Statements

   

20

   

Supplemental Information

   

31

   

Proxy Voting and Portfolio Holdings Information

    31    

Expense Example

    31    

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


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation with a secondary focus on current income.

Asset Allocation*:

November 30, 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%.

 


2


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (0.4%)

 
Drive Auto Receivables Trust, Series 2018-4, Class D,
4.09%, 1/15/26, Callable 10/15/22 @ 100
 

$

836

   

$

851

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class C,
3.30%, 3/15/24, Callable 8/15/23 @ 100 (a)
   

678

     

681

   
Exeter Automobile Receivables Trust, Series 2017-3A, Class D,
5.28%, 10/15/24, Callable 6/15/22 @ 100 (a)
   

850

     

869

   
Exeter Automobile Receivables Trust, Series 2020-1A, Class B,
2.26%, 4/15/24, Callable 10/15/23 @ 100 (a)
   

223

     

223

   
HPEFS Equipment Trust, Series 2019-1A, Class C,
2.49%, 9/20/29, Callable 7/20/22 @ 100 (a)
   

766

     

773

   
HPEFS Equipment Trust, Series 2020-1A, Class B,
1.89%, 2/20/30, Callable 1/20/23 @ 100 (a)
   

436

     

440

   
Navient Student Loan Trust, Series 2015-2, Class B,
1.59% (LIBOR01M+150bps), 8/25/50, Callable 2/25/30 @ 100 (b)
   

1,800

     

1,808

   
NP SPE II LLC, Series 2017-1A, Class A1,
3.37%, 10/21/47, Callable 12/20/21 @ 100 (a)
   

521

     

531

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B,
2.02%, 3/20/28, Callable 11/20/23 @ 100 (a)
   

869

     

876

   
Transportation Finance Equipment Trust, Series 2019-1, Class B,
2.06%, 5/23/24, Callable 4/23/23 @ 100 (a)
   

600

     

610

   
Westlake Automobile Receivables Trust, Series 2018-2A, Class D,
4.00%, 1/16/24, Callable 2/15/22 @ 100 (a)
   

223

     

224

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class B,
1.94%, 4/15/25, Callable 8/15/23 @ 100 (a)
   

2,836

     

2,855

   

Total Asset-Backed Securities (Cost $10,482)

   

10,741

   

Collateralized Mortgage Obligations (0.1%)

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

130

     

132

   
BTH Mortgage-Backed Securities Trust, Series 2018-21, Class A,
2.59% (LIBOR01M+250bps), 4/4/22 (a) (b)
   

1,850

     

1,853

   
Credit Suisse Commercial Mortgage Trust, Series 2007-C1, Class AMFL,
0.28% (LIBOR01M+19bps), 2/15/40 (b)
   

55

     

54

   
DBJPM Mortgage Trust, Series 2016-SFC, Class A,
2.83%, 8/10/36, Callable 8/10/26 @ 100 (a)
   

1,000

     

1,014

   
UBS Commercial Mortgage Trust, Series 2012-C1, Class XA,
2.17%, 5/10/45, Callable 3/10/22 @ 100 (a) (c) (d)
   

16,694

     

25

   

Total Collateralized Mortgage Obligations (Cost $3,047)

   

3,078

   

Common Stocks (21.3%)

 

Communication Services (1.6%):

 

Alphabet, Inc. Class C (e)

   

7,794

     

22,205

   

AT&T, Inc.

   

158,377

     

3,616

   

Comcast Corp. Class A

   

156,385

     

7,816

   

Match Group, Inc. (e)

   

19,671

     

2,557

   

Netflix, Inc. (e)

   

6,654

     

4,271

   

Sirius XM Holdings, Inc. (f)

   

431,383

     

2,632

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Verizon Communications, Inc.

   

78,690

   

$

3,956

   

Zillow Group, Inc. Class C (e)

   

3,416

     

185

   
     

47,238

   

Consumer Discretionary (1.9%):

 

AutoZone, Inc. (e)

   

1,640

     

2,980

   

Best Buy Co., Inc.

   

22,651

     

2,421

   

eBay, Inc.

   

44,476

     

3,000

   

Ford Motor Co.

   

335,320

     

6,435

   

Garmin Ltd.

   

20,945

     

2,797

   

General Motors Co. (e)

   

59,412

     

3,438

   

Lennar Corp. Class A

   

28,819

     

3,027

   

Lowe's Cos., Inc.

   

31,745

     

7,765

   

McDonald's Corp.

   

15,273

     

3,736

   

O'Reilly Automotive, Inc. (e)

   

4,794

     

3,059

   

Target Corp. (g)

   

27,584

     

6,726

   

The Home Depot, Inc.

   

26,145

     

10,474

   
     

55,858

   

Consumer Staples (1.2%):

 

Altria Group, Inc.

   

77,035

     

3,285

   

Archer-Daniels-Midland Co.

   

48,171

     

2,997

   

Colgate-Palmolive Co.

   

39,265

     

2,946

   

Costco Wholesale Corp.

   

7,941

     

4,283

   

PepsiCo, Inc.

   

25,287

     

4,040

   

Philip Morris International, Inc.

   

77,228

     

6,637

   

The Clorox Co.

   

17,390

     

2,832

   

The Estee Lauder Cos., Inc.

   

9,577

     

3,180

   

Tyson Foods, Inc. Class A

   

38,372

     

3,030

   

Walgreens Boots Alliance, Inc.

   

63,796

     

2,858

   
     

36,088

   

Energy (0.8%):

 

Chevron Corp.

   

35,776

     

4,038

   

ConocoPhillips

   

91,288

     

6,402

   

Devon Energy Corp.

   

69,687

     

2,931

   

EOG Resources, Inc.

   

32,370

     

2,816

   

Exxon Mobil Corp.

   

66,771

     

3,996

   

Marathon Petroleum Corp.

   

46,810

     

2,848

   
     

23,031

   

Financials (2.9%):

 

AGNC Investment Corp.

   

8,827

     

135

   

Annaly Capital Management, Inc.

   

22,137

     

179

   

Aon PLC Class A

   

10,739

     

3,176

   

Bank of America Corp.

   

100,587

     

4,473

   

Berkshire Hathaway, Inc. Class B (e)

   

17,184

     

4,755

   

Blackstone, Inc.

   

23,371

     

3,306

   

Capital One Financial Corp.

   

42,853

     

6,022

   

Citigroup, Inc.

   

54,946

     

3,500

   

First Republic Bank

   

14,210

     

2,979

   

Marsh & McLennan Cos., Inc.

   

20,256

     

3,322

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

MetLife, Inc.

   

51,961

   

$

3,048

   

Morgan Stanley

   

73,646

     

6,983

   

MSCI, Inc.

   

4,814

     

3,030

   

Prudential Financial, Inc.

   

58,270

     

5,959

   

Regions Financial Corp.

   

122,381

     

2,784

   

S&P Global, Inc.

   

7,535

     

3,434

   

SVB Financial Group (e)

   

8,266

     

5,723

   

Synchrony Financial

   

64,530

     

2,890

   

T. Rowe Price Group, Inc.

   

13,952

     

2,790

   

The Allstate Corp.

   

54,209

     

5,894

   

The Goldman Sachs Group, Inc.

   

18,081

     

6,889

   

The Progressive Corp.

   

31,383

     

2,917

   

Wells Fargo & Co.

   

81,399

     

3,889

   
     

88,077

   

Health Care (3.4%):

 

AbbVie, Inc.

   

33,857

     

3,903

   

Agilent Technologies, Inc.

   

19,641

     

2,964

   

Amgen, Inc.

   

33,291

     

6,621

   

Anthem, Inc.

   

8,280

     

3,363

   

Biogen, Inc. (e)

   

12,003

     

2,829

   

Bristol-Myers Squibb Co.

   

62,187

     

3,335

   

Cigna Corp.

   

15,294

     

2,935

   

CVS Health Corp.

   

39,291

     

3,499

   

Danaher Corp.

   

12,956

     

4,167

   

Eli Lilly & Co.

   

30,163

     

7,482

   

Gilead Sciences, Inc. (g)

   

52,165

     

3,596

   

HCA Healthcare, Inc.

   

12,775

     

2,882

   

IDEXX Laboratories, Inc. (e)

   

10,043

     

6,107

   

Intuitive Surgical, Inc. (e)

   

9,792

     

3,176

   

IQVIA Holdings, Inc. (e)

   

12,401

     

3,213

   

Johnson & Johnson (g)

   

62,399

     

9,730

   

Merck & Co., Inc.

   

96,432

     

7,224

   

Mettler-Toledo International, Inc. (e)

   

1,953

     

2,957

   

Pfizer, Inc.

   

89,852

     

4,828

   

UnitedHealth Group, Inc.

   

22,056

     

9,798

   

Waters Corp. (e)

   

8,481

     

2,782

   

West Pharmaceutical Services, Inc.

   

7,430

     

3,289

   
     

100,680

   

Industrials (2.0%):

 

3M Co.

   

38,293

     

6,511

   

Carrier Global Corp.

   

57,462

     

3,110

   

Cummins, Inc.

   

13,114

     

2,751

   

Eaton Corp. PLC

   

18,722

     

3,034

   

Fastenal Co.

   

51,679

     

3,058

   

General Dynamics Corp.

   

16,173

     

3,056

   

Illinois Tool Works, Inc.

   

13,717

     

3,184

   

Johnson Controls International PLC

   

41,835

     

3,128

   

Lockheed Martin Corp.

   

19,932

     

6,644

   

Northrop Grumman Corp.

   

17,879

     

6,236

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Old Dominion Freight Line, Inc.

   

8,800

   

$

3,125

   

Otis Worldwide Corp.

   

36,288

     

2,918

   

PACCAR, Inc.

   

36,119

     

3,013

   

Republic Services, Inc. (g)

   

23,078

     

3,052

   

Rockwell Automation, Inc.

   

9,365

     

3,149

   

W.W. Grainger, Inc.

   

6,157

     

2,964

   
     

58,933

   

Information Technology (5.9%):

 

Accenture PLC Class A

   

22,046

     

7,879

   

Adobe, Inc. (e)

   

6,778

     

4,540

   

Apple, Inc.

   

204,380

     

33,784

   

Applied Materials, Inc.

   

47,256

     

6,956

   

Broadcom, Inc.

   

14,737

     

8,159

   

Cisco Systems, Inc.

   

143,338

     

7,861

   

Cognizant Technology Solutions Corp. Class A

   

40,370

     

3,148

   

EPAM Systems, Inc. (e)

   

4,358

     

2,652

   

Fortinet, Inc. (e)

   

9,068

     

3,011

   

Gartner, Inc. (e)

   

9,047

     

2,825

   

HP, Inc.

   

198,205

     

6,993

   

Intel Corp.

   

79,367

     

3,905

   

International Business Machines Corp.

   

29,579

     

3,464

   

Intuit, Inc.

   

6,127

     

3,997

   

Mastercard, Inc. Class A

   

12,686

     

3,995

   

Micron Technology, Inc.

   

45,769

     

3,845

   

Microsoft Corp. (g)

   

88,077

     

29,117

   

Motorola Solutions, Inc.

   

12,568

     

3,182

   

NVIDIA Corp.

   

21,880

     

7,149

   

Oracle Corp.

   

81,626

     

7,407

   

QUALCOMM, Inc.

   

46,571

     

8,409

   

Texas Instruments, Inc.

   

39,483

     

7,595

   

VeriSign, Inc. (e)

   

12,649

     

3,035

   

VMware, Inc. Class A (e)

   

24,612

     

2,873

   
     

175,781

   

Materials (0.5%):

 

Avery Dennison Corp.

   

13,015

     

2,669

   

LyondellBasell Industries NV Class A

   

34,079

     

2,969

   

Nucor Corp.

   

27,848

     

2,959

   

PPG Industries, Inc.

   

18,906

     

2,915

   

The Sherwin-Williams Co.

   

10,341

     

3,426

   
     

14,938

   

Real Estate (0.6%):

 

Alexandria Real Estate Equities, Inc.

   

2,007

     

402

   

American Tower Corp.

   

7,016

     

1,842

   

AvalonBay Communities, Inc.

   

2,235

     

534

   

Boston Properties, Inc.

   

2,356

     

254

   

Camden Property Trust

   

1,537

     

254

   

CBRE Group, Inc. Class A (e)

   

5,297

     

506

   

Crown Castle International Corp.

   

6,601

     

1,199

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Digital Realty Trust, Inc.

   

4,323

   

$

725

   

Duke Realty Corp.

   

5,896

     

344

   

Equinix, Inc.

   

1,410

     

1,145

   

Equity LifeStyle Properties, Inc.

   

2,774

     

226

   

Equity Residential

   

5,893

     

503

   

Essex Property Trust, Inc.

   

1,030

     

350

   

Extra Space Storage, Inc.

   

2,085

     

417

   

Healthpeak Properties, Inc.

   

8,426

     

277

   

Host Hotels & Resorts, Inc. (e)

   

10,884

     

171

   

Invitation Homes, Inc.

   

8,971

     

363

   

Iron Mountain, Inc.

   

4,610

     

209

   

Medical Properties Trust, Inc.

   

9,101

     

194

   

Mid-America Apartment Communities, Inc.

   

1,812

     

374

   

Omega Healthcare Investors, Inc.

   

3,626

     

101

   

Orion Office REIT, Inc. (e)

   

793

     

14

   

Prologis, Inc.

   

11,300

     

1,703

   

Public Storage

   

2,533

     

829

   

Realty Income Corp.

   

7,938

     

539

   

Regency Centers Corp.

   

2,715

     

188

   

SBA Communications Corp.

   

1,767

     

607

   

Simon Property Group, Inc.

   

5,343

     

817

   

Sun Communities, Inc.

   

1,582

     

298

   

UDR, Inc.

   

4,691

     

266

   

Ventas, Inc.

   

5,937

     

279

   

VICI Properties, Inc.

   

8,417

     

229

   

Vornado Realty Trust

   

2,548

     

102

   

Welltower, Inc.

   

6,609

     

526

   

Weyerhaeuser Co.

   

11,676

     

439

   

WP Carey, Inc.

   

2,776

     

212

   
     

17,438

   

Utilities (0.5%):

 

Exelon Corp.

   

58,923

     

3,107

   

FirstEnergy Corp.

   

79,076

     

2,978

   

NRG Energy, Inc.

   

83,267

     

2,999

   

The AES Corp.

   

117,799

     

2,754

   

UGI Corp.

   

65,224

     

2,691

   
     

14,529

   

Total Common Stocks (Cost $476,999)

   

632,591

   

Preferred Stocks (0.4%)

 

Communication Services (0.2%):

 

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

   

220,000

     

5,522

   

Financials (0.2%):

 

Delphi Financial Group, Inc., 3.35% (LIBOR03M+319bps), 5/15/37 (b) (h)

   

309,253

     

7,407

   

Total Preferred Stocks (Cost $12,888)

   

12,929

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (2.1%)

 

Consumer Discretionary (0.1%):

 

AutoNation, Inc., 4.75%, 6/1/30, Callable 3/1/30 @ 100

 

$

683

   

$

792

   

VF Corp., 2.95%, 4/23/30, Callable 1/23/30 @ 100

   

853

     

889

   

Volkswagen Group of America Finance LLC, 3.20%, 9/26/26 (a)

   

711

     

752

   
     

2,433

   

Consumer Staples (0.0%): (i)

 

McCormick & Co., Inc., 2.50%, 4/15/30, Callable 1/15/30 @ 100

   

497

     

504

   

Sysco Corp., 5.95%, 4/1/30, Callable 1/1/30 @ 100

   

443

     

556

   
     

1,060

   

Energy (0.1%):

 

Florida Gas Transmission Co. LLC, 2.55%, 7/1/30, Callable 4/1/30 @ 100 (a)

   

711

     

719

   

ONEOK, Inc., 6.35%, 1/15/31, Callable 10/15/30 @ 100

   

711

     

897

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.,
5.50%, 3/1/30, Callable 3/1/25 @ 102.75
   

1,134

     

1,231

   
     

2,847

   

Financials (1.2%):

 

Ares Capital Corp., 3.63%, 1/19/22, Callable 12/23/21 @ 100 (g)

   

5,950

     

5,961

   

Belrose Funding Trust, 2.33%, 8/15/30, Callable 5/15/30 @ 100 (a)

   

1,704

     

1,671

   

Citizens Financial Group, Inc., 2.50%, 2/6/30, Callable 11/6/29 @ 100

   

1,701

     

1,728

   
Cullen/Frost Capital Trust II, 1.67% (LIBOR03M+155bps), 3/1/34,
Callable 1/10/22 @ 100 (b)
   

9,000

     

8,639

   

First Horizon Bank, 5.75%, 5/1/30, Callable 2/1/30 @ 100

   

853

     

1,029

   
First Maryland Capital I, 1.12% (LIBOR03M+100bps), 1/15/27,
Callable 1/10/22 @ 100 (b)
   

4,000

     

3,880

   
HSB Group, Inc., 1.03% (LIBOR03M+91bps), 7/15/27,
Callable 1/10/22 @ 100 (b)
   

4,550

     

4,134

   

Loews Corp., 3.20%, 5/15/30, Callable 2/15/30 @ 100

   

1,138

     

1,216

   
New York Community Bancorp, Inc., 5.90% (LIBOR03M+278bps),
11/6/28, Callable 11/6/23 @ 100 (b)
   

426

     

459

   
Pinnacle Financial Partners, Inc., 4.13% (LIBOR03M+278bps),
9/15/29, Callable 9/15/24 @ 100 (b)
   

2,000

     

2,092

   

Santander Holdings USA, Inc., 3.45%, 6/2/25, Callable 5/2/25 @ 100

   

714

     

753

   
Signature Bank, 4.13% (LIBOR03M+256bps), 11/1/29,
Callable 11/1/24 @ 100 (b)
   

2,000

     

2,097

   

The Progressive Corp., 3.20%, 3/26/30, Callable 12/26/29 @ 100

   

340

     

370

   

Toyota Motor Credit Corp., 3.38%, 4/1/30, MTN

   

1,071

     

1,182

   
     

35,211

   

Health Care (0.1%):

 

DENTSPLY SIRONA, Inc., 3.25%, 6/1/30, Callable 3/1/30 @ 100

   

1,282

     

1,354

   

Duke University Health System, Inc., 2.60%, 6/1/30

   

850

     

862

   

Viatris, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100

   

427

     

429

   
     

2,645

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Industrials (0.2%):

 

Caterpillar, Inc., 2.60%, 4/9/30, Callable 1/9/30 @ 100

 

$

853

   

$

893

   

CoStar Group, Inc., 2.80%, 7/15/30, Callable 4/15/30 @ 100 (a)

   

382

     

387

   

Dover Corp., 2.95%, 11/4/29, Callable 8/4/29 @ 100

   

1,702

     

1,810

   
The Conservation Fund A Nonprofit Corp., 3.47%, 12/15/29,
Callable 9/15/29 @ 100
   

2,300

     

2,443

   
     

5,533

   

Information Technology (0.1%):

 

HP, Inc., 3.40%, 6/17/30, Callable 3/17/30 @ 100

   

1,285

     

1,350

   

Jabil, Inc., 3.00%, 1/15/31, Callable 10/15/30 @ 100

   

382

     

393

   
     

1,743

   

Materials (0.0%): (i)

 

Avery Dennison Corp., 2.65%, 4/30/30, Callable 2/1/30 @ 100

   

680

     

694

   

Colonial Enterprises, Inc., 3.25%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

356

     

377

   

WRKCo, Inc., 3.00%, 6/15/33, Callable 3/15/33 @ 100 (g)

   

647

     

670

   
     

1,741

   

Real Estate (0.2%):

 

AvalonBay Communities, Inc., 2.45%, 1/15/31, MTN, Callable 10/17/30 @ 100

   

1,705

     

1,747

   

Essex Portfolio LP, 2.65%, 3/15/32, Callable 12/15/31 @ 100

   

1,985

     

2,008

   

GLP Capital LP/GLP Financing II, Inc., 4.00%, 1/15/31, Callable 10/15/30 @ 100

   

426

     

450

   

Host Hotels & Resorts LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100

   

354

     

363

   

SBA Tower Trust, 2.84%, 1/15/25, Callable 1/15/24 @ 100 (a)

   

1,125

     

1,160

   
VICI Properties LP/VICI Note Co., Inc., 4.63%, 12/1/29,
Callable 12/1/24 @ 102.31 (a)
   

262

     

279

   
     

6,007

   

Utilities (0.1%):

 

Alabama Power Co., 3.85%, 12/1/42

   

1,702

     

1,954

   

Ameren Corp., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

569

     

619

   

Duke Energy Florida LLC, 3.85%, 11/15/42, Callable 5/15/42 @ 100

   

1,702

     

1,939

   
     

4,512

   

Total Corporate Bonds (Cost $61,089)

   

63,732

   

Yankee Dollars (0.1%)

 

Energy (0.0%): (i)

 

Petroleos Mexicanos, 6.49%, 1/23/27, Callable 11/23/26 @ 100

   

973

     

996

   

Financials (0.0%): (i)

 
Banco Santander Mexico SA Institucion de Banca Multiple Grupo
Financiero Santand, 5.38%, 4/17/25 (a) (g)
   

812

     

883

   

Industrials (0.0%): (i)

 

Ferguson Finance PLC, 3.25%, 6/2/30, Callable 3/2/30 @ 100 (a)

   

769

     

817

   

Materials (0.1%):

 

CCL Industries, Inc., 3.05%, 6/1/30, Callable 3/1/30 @ 100 (a)

   

1,281

     

1,343

   

Total Yankee Dollars (Cost $3,829)

   

4,039

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

U.S. Government Agency Mortgages (1.4%)

 
Federal Home Loan Mortgage Corporation
3.50%, 4/1/46 – 4/1/48
 

$

6,854

   

$

7,278

   

3.00%, 6/1/46 – 6/1/47

   

31,463

     

33,000

   

4.00%, 7/1/48

   

1,477

     

1,575

   
     

41,853

   
Federal National Mortgage Association
Series 2016-M2, Class AV2, 2.15%, 1/25/23
   

1,147

     

1,155

   
Government National Mortgage Association
6.50%, 4/15/24
   

2

     

2

   
     

43,010

   

Total U.S. Government Agency Mortgages (Cost $41,261)

   

43,010

   

U.S. Treasury Obligations (3.6%)

 
U.S. Treasury Bonds
3.13%, 8/15/44
   

19,200

     

23,685

   

2.38%, 11/15/49

   

10,000

     

11,292

   
U.S. Treasury Notes
1.63%, 4/30/23
   

29,000

     

29,509

   

2.25%, 11/15/25

   

5,000

     

5,233

   

1.63%, 2/15/26

   

30,000

     

30,666

   

2.38%, 5/15/27 (g)

   

6,100

     

6,476

   

Total U.S. Treasury Obligations (Cost $98,658)

   

106,861

   

Commercial Paper (0.2%) (j)

 

Cabot Corp., 0.13%, 12/7/21 (a))

   

2,000

     

2,000

   

CenterPoint Energy Resou, 0.12%, 12/1/21 (a)

   

500

     

500

   

Dollarama, Inc., 0.13%, 12/1/21 (a)

   

2,000

     

2,000

   

Dominion Resources, Inc., 0.13%, 12/2/21 (a)

   

1,000

     

1,000

   

Vw Credit, Inc., 0.13%, 12/8/21 (a)

   

1,500

     

1,500

   

Total Commercial Paper (Cost $7,000)

   

7,000

   

Exchange-Traded Funds (47.9%)

 

Invesco DB Commodity Index Tracking Fund

   

256,100

     

4,989

   

Invesco FTSE RAFI Developed Markets ex-US ETF (f)

   

653,206

     

29,780

   

Invesco FTSE RAFI Emerging Markets ETF (f)

   

1,539,501

     

33,130

   

iShares 7-10 Year Treasury Bond ETF (f)

   

341,652

     

39,563

   

iShares Core MSCI EAFE ETF

   

32,626

     

2,381

   

iShares Core MSCI Emerging Markets ETF

   

1,811,728

     

108,921

   

iShares Core S&P 500 ETF

   

363,746

     

166,461

   

iShares Core S&P Small-Cap ETF (f)

   

560,045

     

61,779

   

iShares Core US Aggregate Bond ETF

   

779,768

     

89,494

   

iShares Core US REIT ETF (g)

   

184,539

     

11,569

   

iShares MSCI Canada ETF (f)

   

688,609

     

25,740

   

iShares MSCI International Momentum Factor ETF

   

1,164,448

     

44,377

   

iShares MSCI International Quality Factor ETF (f)

   

1,315,008

     

50,312

   

JPMorgan BetaBuilders Canada ETF (f)

   

160,445

     

10,431

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Schwab Fundamental Emerging Markets Large Co. Index ETF

   

2,206,197

   

$

67,929

   

Schwab Fundamental International Large Co. Index ETF (f)

   

3,168,339

     

100,341

   

Schwab Fundamental International Small Co. Index ETF (f)

   

593,600

     

21,702

   

SPDR Gold Shares (f)

   

46,476

     

7,692

   

SPDR S&P Emerging Markets SmallCap ETF

   

107,983

     

6,335

   

U.S. Oil Fund LP (f)

   

110,788

     

5,308

   

Vanguard FTSE All-World ex-US ETF

   

866,986

     

51,967

   

Vanguard FTSE Developed Markets ETF (f)

   

4,194,994

     

208,491

   

Vanguard Mid-Capital ETF (f)

   

30,077

     

7,401

   

Vanguard Mortgage-Backed Securities ETF

   

264,207

     

14,014

   

Vanguard Real Estate ETF (f)

   

274,185

     

29,266

   

Vanguard S&P 500 ETF (g)

   

182,485

     

76,472

   

Vanguard Short-Term Bond ETF

   

325,167

     

26,443

   

Vanguard Short-Term Corporate Bond ETF

   

186,391

     

15,200

   

Vanguard Small-Cap Value ETF (g)

   

96,209

     

16,511

   

Vanguard Total Bond Market ETF

   

424,389

     

36,251

   

Vanguard Total Stock Market ETF (g)

   

160,507

     

37,470

   
Wisdom Tree Trust — WisdomTree Emerging Markets
SmallCap Dividend Fund (f)
   

202,622

     

10,395

   

Xtrackers USD High Yield Corporate Bond ETF (f)

   

237,755

     

9,315

   

Total Exchange-Traded Funds (Cost $1,174,418)

   

1,427,430

   

Affiliated Exchange-Traded Funds (20.7%)

 

Victoryshares ESG Core Plus Bond ETF

   

4,186,778

     

104,609

   

VictoryShares USAA Core Intermediate-Term Bond ETF (f)

   

8,562,500

     

456,981

   

VictoryShares USAA Core Short-Term Bond ETF (f)

   

969,310

     

49,964

   

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF (g)

   

68,000

     

3,159

   

Total Affiliated Exchange-Traded Funds (Cost $619,510)

   

614,713

   

Collateral for Securities Loaned^ (5.0%)

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

6,185,481

     

6,186

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

50,084,188

     

50,084

   

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

   

91,277,890

     

91,278

   

Total Collateral for Securities Loaned (Cost $147,548)

   

147,548

   

Total Investments (Cost $2,656,729) — 103.2%

   

3,073,672

   

Liabilities in excess of other assets — (3.2)%

   

(96,311

)

 

NET ASSETS — 100.00%

 

$

2,977,361

   

At November 30, 2021, the Fund's investments in foreign securities were 26.0% 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 November 30, 2021, the fair value of these securities was $26,362 (thousands) and amounted to 0.9% of net assets.

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

(b)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 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 November 30, 2021.

(d)  Security is interest only.

(e)  Non-income producing security.

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

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

(h)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2021, illiquid securities were 0.2% of net assets.

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

(j)  Rate represents the effective yield at November 30, 2021.

(k)  Rate disclosed is the daily yield on November 30, 2021.

bps — Basis points

ETF — Exchange-Traded Fund

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of November 30, 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

REIT — Real Estate Investment Trust

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 
S&P/Toronto Stock Exchange
60 Index Futures
   

118

   

12/16/21

 

$

22,861,075

   

$

23,021,686

   

$

422,913

   

Swiss Market Index Futures

   

244

   

12/17/21

   

31,902,808

     

32,427,890

     

385,992

   
   

$

808,905

   

Futures Contracts Sold

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

ASX SPI 200 Index Futures

   

98

   

12/16/21

 

$

13,441,358

   

$

12,626,202

   

$

318,574

   

Euro Stoxx 50 Futures

   

480

   

12/17/21

   

23,472,200

     

22,192,033

     

333,438

   

FTSE 100 Index Futures

   

151

   

12/17/21

   

14,641,527

     

14,214,540

     

270,512

   

Tokyo Price Index Futures

   

109

   

12/9/21

   

20,314,580

     

18,285,613

     

1,559,572

   
   

$

2,482,096

   

Total unrealized appreciation

 

$

3,291,001

   

Total unrealized depreciation

   

   

Total net unrealized appreciation (depreciation)

 

$

3,291,001

   

See notes to financial statements.

 


13


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Cornerstone
Moderately
Aggressive Fund
 

Assets:

 

Affiliated investments, at value (Cost $619,510)

 

$

614,713

   

Unaffiliated investments, at value (Cost $2,037,219)

   

2,458,959

(a)

 

Cash

   

62,502

   

Deposit with broker for futures contracts

   

3,431

   

Receivables:

 

Interest and dividends

   

2,349

   

Capital shares issued

   

405

   

Variation margin on open futures contracts

   

726

   

Reclaims

   

8

   

From Adviser

   

389

   

Prepaid expenses

   

33

   

Total Assets

   

3,143,515

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

147,548

   

Collateral received from broker for futures contracts

   

3,524

   

Payable for foreign currency

   

(b)

 

Investments purchased

   

10,882

   

Capital shares redeemed

   

1,047

   

Variation margin on open futures contracts

   

692

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,477

   

Administration fees

   

368

   

Custodian fees

   

25

   

Transfer agent fees

   

432

   

Compliance fees

   

2

   

Other accrued expenses

   

157

   

Total Liabilities

   

166,154

   

Net Assets:

 

Capital

   

2,311,803

   

Total accumulated earnings/(loss)

   

665,558

   

Net Assets

 

$

2,977,361

   

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

   

100,022

   

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

 

$

29.77

   

(a)  Includes $142,751 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 Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Cornerstone
Moderately
Aggressive Fund
 

Investment Income:

 

Income distributions from affiliated funds

 

$

3,664

   

Dividends

   

20,298

   

Interest

   

5,547

   

Securities lending (net of fees)

   

286

   

Foreign tax withholding

   

(8

)

 

Total Income

   

29,787

   

Expenses:

 

Investment advisory fees

   

8,952

   

Administration fees

   

2,276

   

Sub-Administration fees

   

43

   

Custodian fees

   

65

   

Transfer agent fees

   

2,624

   

Trustees' fees

   

24

   

Compliance fees

   

10

   

Legal and audit fees

   

34

   

State registration and filing fees

   

20

   

Interfund lending fees

   

1

   

Other expenses

   

148

   

Total Expenses

   

14,197

   

Expenses waived/reimbursed by Adviser

   

(661

)

 

Net Expenses

   

13,536

   

Net Investment Income (Loss)

   

16,251

   

Realized/Unrealized Gains (Losses) from Investments:

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

82,326

   

Net realized gains (losses) from futures contracts

   

(3,798

)

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

(64,301

)

 

Net change in unrealized appreciation/depreciation on affiliated funds

   

(2,244

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

4,740

   

Net realized/unrealized gains (losses) on investments

   

16,723

   

Change in net assets resulting from operations

 

$

32,974

   

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Cornerstone
Moderately
Aggressive Fund
 
    Six Months
Ended
November 30,
2021
(unaudited)
  Year
Ended
May 31, 2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

16,251

   

$

33,724

   

Net realized gains (losses) from investments

   

78,528

     

176,187

   
Net change in unrealized appreciation/depreciation on
investments
   

(61,805

)

   

415,330

   

Change in net assets resulting from operations

   

32,974

     

625,241

   

Change in net assets resulting from distributions to shareholders

   

     

(55,505

)

 

Change in net assets resulting from capital transactions

   

(82,588

)

   

(205,115

)

 

Change in net assets

   

(49,614

)

   

364,621

   

Net Assets:

 

Beginning of period

   

3,026,975

     

2,662,354

   

End of period

 

$

2,977,361

   

$

3,026,975

   

Capital Transactions:

 

Proceeds from shares issued

 

$

89,585

   

$

174,743

   

Distributions reinvested

   

     

55,021

   

Cost of shares redeemed

   

(172,173

)

   

(434,879

)

 

Change in net assets resulting from capital transactions

 

$

(82,588

)

 

$

(205,115

)

 

Share Transactions:

 

Issued

   

2,994

     

6,386

   

Reinvested

   

     

2,015

   

Redeemed

   

(5,755

)

   

(16,102

)

 

Change in Shares

   

(2,761

)

   

(7,701

)

 

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 Cornerstone Moderately Aggressive Fund

     
Six Months Ended
November 30, 2021
(unaudited)
 

$

29.45

     

0.16

(d)

   

0.16

     

0.32

     

     

   
Year Ended May 31:
2021
 

$

24.10

     

0.32

(d)

   

5.56

     

5.88

     

(0.37

)

   

(0.16

)

 

2020

 

$

23.97

     

0.48

(d)

   

0.18

     

0.66

     

(0.39

)

   

(0.14

)

 

2019

 

$

25.78

     

0.46

     

(0.79

)

   

(0.33

)

   

(0.39

)

   

(1.09

)

 

2018

 

$

26.09

     

0.42

     

1.28

     

1.70

     

(0.44

)

   

(1.57

)

 

2017

 

$

24.08

     

0.45

     

2.06

     

2.51

     

(0.50

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  The expense ratios exclude the impact of expenses paid by each underlying fund.

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

(e)  Effective June 22, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Fund to 0.98% of the Fund's average daily net assets.

(f)  For the year ended May 31, 2019, the portfolio turnover calculation excludes the value of securities purchased of $370,785 thousand and sold of $3,096 thousand after the Fund's acquisition of First Start Growth Fund. Reflects increased trading activity due to usage of quantitative investment strategies.

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

 

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Cornerstone Moderately Aggressive Fund

 
Six Months Ended
November 30, 2021
(unaudited)
   

   

$

29.77

     

1.09

%

   

0.89

%

   

1.07

%

   

0.93

%

 

$

2,977,361

     

21

%

 
Year Ended May 31:
2021
   

(0.53

)

 

$

29.45

     

24.58

%

   

0.96

%

   

1.18

%

   

0.97

%

 

$

3,026,975

     

64

%

 

2020

   

(0.53

)

 

$

24.10

     

2.59

%

   

0.98

%

   

1.94

%

   

0.99

%

 

$

2,662,354

     

92

%

 

2019

   

(1.48

)

 

$

23.97

     

(1.20

)%

   

0.98

%(e)

   

1.91

%

   

1.01

%

 

$

2,777,038

     

95

%(f)

 

2018

   

(2.01

)

 

$

25.78

     

6.52

%

   

0.97

%

   

1.64

%

   

0.97

%

 

$

2,493,883

     

56

%

 

2017

   

(0.50

)

 

$

26.09

     

10.59

%

   

1.06

%

   

1.78

%

   

1.06

%

 

$

2,398,407

     

69

%

 

For a Share Outstanding Throughout Each Period

See notes to financial statements.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Cornerstone Moderately Aggressive Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

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

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at their 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 November 30, 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

 

$

   

$

10,741

   

$

   

$

10,741

   

Collateralized Mortgage Obligations

   

     

3,078

     

     

3,078

   

Common Stocks

   

632,591

     

     

     

632,591

   

Preferred Stocks

   

5,522

     

7,407

     

     

12,929

   

Corporate Bonds

   

     

63,732

     

     

63,732

   

Yankee Dollars

   

     

4,039

     

     

4,039

   

U.S. Government Agency Mortgages

   

     

43,010

     

     

43,010

   

U.S. Treasury Obligations

   

     

106,861

     

     

106,861

   

Commercial Paper

   

     

7,000

     

     

7,000

   

Exchange-Traded Funds

   

1,427,430

     

     

     

1,427,430

   

Affiliated Exchange-Traded Funds

   

614,713

     

     

     

614,713

   

Collateral for Securities Loaned

   

147,548

     

     

     

147,548

   

Total

 

$

2,827,804

   

$

245,868

   

$

   

$

3,073,672

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

3,291

   

$

   

$

   

$

3,291

   

Total

 

$

3,291

   

$

   

$

   

$

3,291

   

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

For the six months ended November 30, 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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Investment Companies:

Exchange-Traded Funds:

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

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.

Mortgage and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise 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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 and Collateral received from broker for futures contracts. During the six months ended November 30, 2021, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Equity Risk Exposure

 

$

3,291

   

$

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized
as a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Equity Risk Exposure

 

$

(3,798

)

 

$

4,740

   

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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.

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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

142,751

   

$

   

$

147,548

   

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 May 31.

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the six months ended November 30, 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)
 
$

   

$

36,528

   

$

2,082

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 
U.S. Government Securities
 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

634,212

   

$

666,857

   

$

   

$

74,181

   

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.59% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 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 six months ended November 30, 2021, the Fund had no subadvisers.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 November 30, 2021, the expense limit (excluding voluntary waivers) was 0.98%.

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). These affiliated ETF Adviser fee reimbursements are not available for recoupment. The Fund's Adviser fee is reimbursed by VCM to the extent of the indirect Adviser fee incurred through the Fund's proportional investment in the affiliated ETF(s). As of November 30, 2021, the Fund's Adviser fee was reimbursed by VCM in an amount of $661 thousand, of which $280 thousand is receivable from VCM.

Under the terms of the expense limitation agreement, as 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 November 30, 2021, the Fund had no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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.

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

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

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

LIBOR Discontinuation Risk — Many debt securities, derivatives, and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. LIBOR is being discontinued as a floating rate benchmark. The Secured Overnight Financing Rate ("SOFR") is expected to replace U.S. dollar LIBOR as the principal floating rate benchmark. The LIBOR discontinuation has affected, and will continue to affect, financial markets generally. The date of the LIBOR discontinuation will vary depending on the LIBOR currency and tenor. The UK Financial Conduct Authority (the "FCA"), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors (overnight and one-, three-, six- and 12-month; and (ii) December 31, 2021, in all other cases (i.e., one-week and two-month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR). Accordingly, many existing LIBOR obligations will

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

transition to another benchmark after June 30, 2023, or, in some cases, after December 31, 2021. The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation. In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the "ARRC"), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York. The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on SOFR plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. For purposes of the following discussion, the term "LIBOR" refers solely to U.S. dollar LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR's history or otherwise. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates. SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. In contrast, LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term tenors. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Resulting changes in the financial markets may adversely affect financial markets generally and may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 six months ended November 30, 2021.

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the six months ended November 30, 2021, were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
November 30, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
Borrower  

$

   

$

7,552

     

12

     

0.59

%

 

$

15,154

   

*  For the six months ended November 30, 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.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 determined as of the last business day of the month. 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 six months ended November 30, 2021, were as follows (amounts in thousands):

    Fair
Value
5/31/2021
  Purchases
at Cost
  Proceeds
from
Sales
  Realized
Gains
(Losses)
  Capital
Gain
Distribution
  Net
Change in
Unrealized
Appreciation/
Depreciation
  Fair
Value
11/30/21
  Dividend
Income
 
VictoryShares ESG Core
Plus Bond ETF
 

$

   

$

209,342

   

$

(104,671

)

 

$

   

$

   

$

(62

)

 

$

104,609

   

$

52

   
VictoryShares USAA Core
Intermediate-Term
Bond ETF
   

257,355

     

402,253

     

(201,127

)

   

     

     

(1,500

)

   

456,981

     

3,119

   
VictoryShares USAA Core
Short-Term
Bond ETF
   

50,302

     

     

     

     

     

(338

)

   

49,964

     

394

   
VictoryShares USAA MSCI
Emerging Markets
Value Momentum
ETF
   

3,503

     

     

     

     

     

(344

)

   

3,159

     

99

   
   

$

311,160

   

$

611,595

   

$

(305,798

)

 

$

   

$

   

$

(2,244

)

 

$

614,713

   

$

3,664

   
 


30


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 
$

1,000.00

   

$

1,010.90

   

$

1,020.61

   

$

4.49

   

$

4.51

     

0.89

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


31


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

27800-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Growth and Tax Strategy Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    29    

Statement of Operations

    30    

Statements of Changes in Net Assets

    31    

Financial Highlights

    34    

Notes to Financial Statements

   

36

   

Supplemental Information

   

48

   

Proxy Voting and Portfolio Holdings Information

    48    

Expense Examples

    48    

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


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks a conservative balance for the investor between income, the majority of which is exempt from federal income tax, and the potential for long-term growth of capital to preserve purchasing power.

Top 10 Sectors*:

November 30, 2021

(% of Net Assets)

Information Technology

   

13.6

%

 

Consumer Discretionary

   

6.1

%

 

Health Care

   

5.8

%

 

Financials

   

5.1

%

 

Communication Services

   

4.8

%

 

Industrials

   

3.7

%

 

Consumer Staples

   

2.4

%

 

Energy

   

1.3

%

 

Materials

   

1.2

%

 

Real Estate

   

1.2

%

 

Top 5 Tax-Exempt Bonds:

November 30, 2021

(% of Net Assets)

Massachusetts Development Finance Agency Revenue

   

1.7

%

 

Port of Port Arthur Navigation District Revenue

   

1.7

%

 

Illinois Finance Authority Revenue

   

1.2

%

 

County of St. Lucie Revenue

   

1.2

%

 

Public Finance Authority Revenue

   

1.0

%

 

Top 5 Blue Chip Stocks:

November 30, 2021

(% of Net Assets)

Apple, Inc.

   

3.3

%

 

Microsoft Corp.

   

3.0

%

 

Amazon.com, Inc.

   

1.8

%

 

Tesla, Inc.

   

1.1

%

 

Alphabet, Inc. Class A

   

1.0

%

 

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

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

 


2


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (46.3%)

 

Blue Chip Stocks:

 

Communication Services (4.8%):

 

Activision Blizzard, Inc.

   

6,138

   

$

360

   

Alphabet, Inc. Class A (a)

   

3,059

     

8,681

   

Alphabet, Inc. Class C (a)

   

2,961

     

8,436

   

AT&T, Inc.

   

52,398

     

1,196

   

Charter Communications, Inc. Class A (a)

   

1,764

     

1,140

   

Comcast Corp. Class A

   

45,562

     

2,277

   

Discovery, Inc. (a) (b)

   

1,962

     

46

   

Electronic Arts, Inc.

   

2,332

     

290

   

Fox Corp. Class A

   

4,287

     

153

   

Fox Corp. Class B

   

1,992

     

67

   

Live Nation Entertainment, Inc. (a)

   

1,845

     

197

   

Lumen Technologies, Inc.

   

11,587

     

143

   

Meta Platforms, Inc. Class A (a)

   

24,295

     

7,883

   

Netflix, Inc. (a)

   

4,641

     

2,979

   

News Corp. Class A

   

2,721

     

59

   

Omnicom Group, Inc.

   

2,667

     

179

   

Take-Two Interactive Software, Inc. (a)

   

1,245

     

206

   

The Interpublic Group of Cos., Inc.

   

4,839

     

161

   

The Walt Disney Co. (a)

   

18,329

     

2,656

   

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

   

3,497

     

380

   

Twitter, Inc. (a)

   

7,251

     

319

   

Verizon Communications, Inc.

   

49,349

     

2,481

   

ViacomCBS, Inc. Class B

   

6,762

     

209

   
     

40,498

   

Consumer Discretionary (6.1%):

 

Advance Auto Parts, Inc.

   

832

     

184

   

Amazon.com, Inc. (a)

   

4,335

     

15,203

   

Aptiv PLC (a)

   

2,354

     

377

   

AutoZone, Inc. (a)

   

255

     

463

   

Bath & Body Works, Inc.

   

2,727

     

205

   

Best Buy Co., Inc.

   

2,415

     

258

   

Booking Holdings, Inc. (a)

   

441

     

927

   

BorgWarner, Inc.

   

1,420

     

61

   

CarMax, Inc. (a)

   

2,090

     

295

   

Carnival Corp. (a)

   

8,083

     

142

   

Chipotle Mexican Grill, Inc. (a)

   

325

     

534

   

D.R. Horton, Inc.

   

3,030

     

296

   

Darden Restaurants, Inc.

   

1,633

     

225

   

Dollar General Corp.

   

2,615

     

579

   

Dollar Tree, Inc. (a)

   

1,591

     

213

   

Domino's Pizza, Inc.

   

408

     

214

   

eBay, Inc.

   

7,658

     

517

   

Etsy, Inc. (a)

   

1,053

     

289

   

Expedia Group, Inc. (a)

   

1,583

     

255

   

Ford Motor Co.

   

48,980

     

940

   

Garmin Ltd.

   

1,580

     

211

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

General Motors Co. (a)

   

13,698

   

$

793

   

Genuine Parts Co.

   

1,110

     

142

   

Hanesbrands, Inc.

   

4,535

     

73

   

Hasbro, Inc.

   

1,600

     

155

   

Hilton Worldwide Holdings, Inc. (a)

   

3,015

     

407

   

Las Vegas Sands Corp. (a) (c)

   

3,468

     

124

   

Leggett & Platt, Inc.

   

859

     

35

   

Lennar Corp. Class A

   

2,669

     

280

   

Lennar Corp. Class B

   

1

     

(d)

 

LKQ Corp.

   

3,837

     

214

   

Lowe's Cos., Inc.

   

7,623

     

1,865

   

Marriott International, Inc. Class A (a)

   

2,953

     

436

   

McDonald's Corp.

   

7,151

     

1,749

   

MGM Resorts International

   

5,858

     

232

   

Mohawk Industries, Inc. (a)

   

618

     

104

   

Newell Brands, Inc.

   

4,177

     

90

   

NIKE, Inc. Class B

   

14,322

     

2,424

   

Norwegian Cruise Line Holdings Ltd. (a)

   

4,308

     

84

   

NVR, Inc. (a)

   

38

     

199

   

O'Reilly Automotive, Inc. (a)

   

961

     

613

   

PulteGroup, Inc.

   

2,360

     

118

   

PVH Corp.

   

928

     

99

   

Ralph Lauren Corp.

   

420

     

49

   

Ross Stores, Inc.

   

3,683

     

402

   

Royal Caribbean Cruises Ltd. (a)

   

2,147

     

150

   

Starbucks Corp.

   

12,390

     

1,358

   

Tapestry, Inc.

   

3,021

     

121

   

Target Corp. (c)

   

5,209

     

1,270

   

Tesla, Inc. (a)

   

7,743

     

8,864

   

The Gap, Inc.

   

2,315

     

38

   

The Home Depot, Inc.

   

11,047

     

4,426

   

The TJX Cos., Inc.

   

11,818

     

820

   

Tractor Supply Co.

   

1,578

     

356

   

Ulta Beauty, Inc. (a)

   

550

     

211

   

Under Armour, Inc. Class A (a)

   

2,357

     

56

   

Under Armour, Inc. Class C (a)

   

2,104

     

42

   

VF Corp.

   

3,213

     

230

   

Victoria's Secret & Co. (a)

   

1

     

(d)

 

Whirlpool Corp.

   

792

     

172

   

Wynn Resorts Ltd. (a)

   

1,220

     

99

   

Yum! Brands, Inc.

   

3,711

     

456

   
     

51,744

   

Consumer Staples (2.4%):

 

Altria Group, Inc.

   

18,456

     

787

   

Archer-Daniels-Midland Co.

   

6,080

     

378

   

Brown-Forman Corp. Class B

   

2,315

     

163

   

Campbell Soup Co.

   

2,319

     

94

   

Church & Dwight Co., Inc.

   

2,959

     

265

   

Colgate-Palmolive Co.

   

5,736

     

430

   

Conagra Brands, Inc.

   

6,489

     

198

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Constellation Brands, Inc. Class A

   

1,572

   

$

354

   

Costco Wholesale Corp.

   

4,892

     

2,639

   

General Mills, Inc.

   

6,777

     

419

   

Hormel Foods Corp.

   

1,830

     

76

   

Kellogg Co.

   

1,080

     

66

   

Kimberly-Clark Corp.

   

2,741

     

357

   

McCormick & Co., Inc.

   

2,942

     

253

   

Molson Coors Beverage Co. Class B

   

2,045

     

91

   

Mondelez International, Inc. Class A

   

14,742

     

869

   

Monster Beverage Corp. (a)

   

3,965

     

332

   

PepsiCo, Inc.

   

11,883

     

1,899

   

Philip Morris International, Inc.

   

13,980

     

1,201

   

Sysco Corp.

   

5,774

     

404

   

The Clorox Co.

   

1,190

     

194

   

The Coca-Cola Co.

   

27,653

     

1,450

   

The Estee Lauder Cos., Inc.

   

2,324

     

772

   

The Hershey Co.

   

1,885

     

335

   

The J.M. Smucker Co.

   

828

     

105

   

The Kraft Heinz Co.

   

6,993

     

235

   

The Kroger Co.

   

8,771

     

364

   

The Procter & Gamble Co.

   

24,735

     

3,576

   

Tyson Foods, Inc. Class A

   

2,142

     

169

   

Walgreens Boots Alliance, Inc.

   

5,210

     

233

   

Walmart, Inc.

   

13,334

     

1,875

   
     

20,583

   

Energy (1.3%):

 

APA Corp.

   

2,376

     

61

   

Baker Hughes Co.

   

8,513

     

199

   

Chevron Corp.

   

21,588

     

2,437

   

ConocoPhillips

   

15,168

     

1,064

   

Coterra Energy, Inc.

   

2,120

     

43

   

Devon Energy Corp.

   

4,751

     

200

   

Diamondback Energy, Inc.

   

2,111

     

225

   

EOG Resources, Inc.

   

4,759

     

414

   

Exxon Mobil Corp.

   

40,045

     

2,396

   

Halliburton Co.

   

9,010

     

194

   

Hess Corp.

   

2,683

     

200

   

Kinder Morgan, Inc.

   

19,808

     

306

   

Marathon Oil Corp.

   

10,479

     

162

   

Marathon Petroleum Corp.

   

8,076

     

491

   

Occidental Petroleum Corp.

   

10,574

     

313

   

ONEOK, Inc.

   

5,513

     

330

   

Phillips 66

   

2,813

     

195

   

Pioneer Natural Resources Co.

   

2,039

     

364

   

Schlumberger NV

   

18,134

     

520

   

The Williams Cos., Inc.

   

14,342

     

384

   

Valero Energy Corp.

   

3,087

     

207

   
     

10,705

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (5.1%):

 

Aflac, Inc.

   

6,526

   

$

353

   

American Express Co.

   

7,083

     

1,079

   

American International Group, Inc.

   

10,328

     

543

   

Ameriprise Financial, Inc.

   

1,259

     

365

   

Aon PLC Class A

   

2,698

     

798

   

Arthur J. Gallagher & Co.

   

2,370

     

386

   

Assurant, Inc.

   

653

     

99

   

Bank of America Corp.

   

80,700

     

3,589

   

Berkshire Hathaway, Inc. Class B (a)

   

18,580

     

5,141

   

BlackRock, Inc.

   

1,245

     

1,126

   

Capital One Financial Corp.

   

4,854

     

682

   

Cboe Global Markets, Inc.

   

680

     

88

   

Chubb Ltd.

   

4,174

     

749

   

Cincinnati Financial Corp.

   

1,898

     

216

   

Citigroup, Inc.

   

21,251

     

1,354

   

Citizens Financial Group, Inc.

   

5,249

     

248

   

CME Group, Inc.

   

3,122

     

688

   

Comerica, Inc.

   

1,808

     

149

   

Discover Financial Services

   

3,983

     

430

   

Everest Re Group Ltd.

   

440

     

113

   

Fifth Third Bancorp

   

8,885

     

374

   

First Republic Bank

   

833

     

175

   

Franklin Resources, Inc.

   

2,567

     

83

   

Huntington Bancshares, Inc.

   

12,687

     

188

   

Intercontinental Exchange, Inc.

   

5,422

     

709

   

Invesco Ltd.

   

4,735

     

106

   

JPMorgan Chase & Co.

   

31,056

     

4,933

   

KeyCorp

   

12,202

     

274

   

Lincoln National Corp.

   

1,769

     

117

   

Loews Corp.

   

3,046

     

163

   

M&T Bank Corp.

   

1,592

     

233

   

Marsh & McLennan Cos., Inc.

   

5,030

     

825

   

MetLife, Inc.

   

8,569

     

503

   

Moody's Corp.

   

1,624

     

634

   

Morgan Stanley

   

14,869

     

1,410

   

MSCI, Inc.

   

992

     

624

   

Nasdaq, Inc.

   

1,159

     

236

   

Northern Trust Corp. (e)

   

1,926

     

223

   

People's United Financial, Inc.

   

5,272

     

90

   

Principal Financial Group, Inc.

   

2,476

     

170

   

Prudential Financial, Inc.

   

4,971

     

508

   

Raymond James Financial, Inc.

   

1,989

     

195

   

Regions Financial Corp.

   

9,790

     

223

   

S&P Global, Inc.

   

2,529

     

1,153

   

State Street Corp.

   

3,118

     

277

   

SVB Financial Group (a)

   

645

     

447

   

Synchrony Financial

   

6,793

     

304

   

T. Rowe Price Group, Inc.

   

2,189

     

438

   

The Allstate Corp.

   

3,040

     

331

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

The Bank of New York Mellon Corp.

   

8,002

   

$

438

   

The Charles Schwab Corp.

   

15,972

     

1,236

   

The Goldman Sachs Group, Inc.

   

3,240

     

1,234

   

The Hartford Financial Services Group, Inc.

   

2,900

     

192

   

The PNC Financial Services Group, Inc.

   

4,807

     

947

   

The Progressive Corp.

   

5,434

     

505

   

The Travelers Cos., Inc.

   

3,045

     

447

   

Truist Financial Corp.

   

14,396

     

854

   

U.S. Bancorp

   

14,810

     

820

   

W.R. Berkley Corp.

   

1,826

     

140

   

Wells Fargo & Co.

   

35,551

     

1,699

   

Willis Towers Watson PLC

   

1,546

     

349

   

Zions Bancorp NA

   

2,017

     

127

   
     

43,130

   

Health Care (5.8%):

 

Abbott Laboratories

   

18,379

     

2,311

   

AbbVie, Inc.

   

17,884

     

2,062

   

ABIOMED, Inc. (a)

   

568

     

179

   

Agilent Technologies, Inc.

   

4,127

     

623

   

Align Technology, Inc. (a)

   

809

     

495

   

AmerisourceBergen Corp.

   

1,410

     

163

   

Amgen, Inc.

   

6,171

     

1,227

   

Anthem, Inc.

   

2,398

     

974

   

Baxter International, Inc.

   

4,106

     

306

   

Becton, Dickinson & Co.

   

2,074

     

492

   

Biogen, Inc. (a)

   

1,356

     

320

   

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

   

83

     

62

   

Boston Scientific Corp. (a)

   

12,299

     

468

   

Bristol-Myers Squibb Co.

   

17,034

     

914

   

Cardinal Health, Inc.

   

2,310

     

107

   

Catalent, Inc. (a)

   

1,060

     

136

   

Centene Corp. (a)

   

5,336

     

381

   

Cerner Corp.

   

2,182

     

154

   

Cigna Corp.

   

3,445

     

661

   

CVS Health Corp.

   

13,617

     

1,213

   

Danaher Corp.

   

6,992

     

2,249

   

DaVita, Inc. (a)

   

972

     

92

   

DENTSPLY SIRONA, Inc.

   

1,578

     

77

   

DexCom, Inc. (a)

   

1,007

     

566

   

Edwards Lifesciences Corp. (a)

   

6,150

     

660

   

Eli Lilly & Co.

   

8,712

     

2,161

   

Gilead Sciences, Inc. (c)

   

12,961

     

893

   

HCA Healthcare, Inc.

   

2,625

     

592

   

Henry Schein, Inc. (a)

   

1,136

     

81

   

Hologic, Inc. (a)

   

2,461

     

184

   

Humana, Inc.

   

1,376

     

577

   

IDEXX Laboratories, Inc. (a)

   

1,036

     

630

   

Illumina, Inc. (a)

   

1,379

     

504

   

Incyte Corp. (a)

   

977

     

66

   

Intuitive Surgical, Inc. (a)

   

3,705

     

1,202

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

IQVIA Holdings, Inc. (a)

   

1,890

   

$

490

   

Johnson & Johnson (c)

   

30,403

     

4,741

   

Laboratory Corp. of America Holdings (a)

   

1,063

     

303

   

McKesson Corp.

   

1,670

     

362

   

Medtronic PLC

   

11,527

     

1,230

   

Merck & Co., Inc.

   

23,177

     

1,736

   

Mettler-Toledo International, Inc. (a)

   

250

     

379

   

Moderna, Inc. (a)

   

2,877

     

1,014

   

Organon & Co.

   

2,317

     

68

   

PerkinElmer, Inc.

   

1,164

     

212

   

Pfizer, Inc.

   

48,701

     

2,617

   

Quest Diagnostics, Inc.

   

1,226

     

182

   

Regeneron Pharmaceuticals, Inc. (a)

   

873

     

556

   

ResMed, Inc.

   

1,423

     

363

   

STERIS PLC

   

864

     

189

   

Stryker Corp.

   

3,361

     

795

   

Teleflex, Inc.

   

473

     

141

   

The Cooper Cos., Inc.

   

445

     

167

   

Thermo Fisher Scientific, Inc.

   

4,163

     

2,634

   

UnitedHealth Group, Inc.

   

10,015

     

4,449

   

Universal Health Services, Inc. Class B

   

844

     

100

   

Vertex Pharmaceuticals, Inc. (a)

   

2,479

     

463

   

Viatris, Inc.

   

14,027

     

173

   

Waters Corp. (a)

   

690

     

226

   

West Pharmaceutical Services, Inc.

   

489

     

216

   

Zimmer Biomet Holdings, Inc.

   

1,629

     

195

   

Zoetis, Inc.

   

4,796

     

1,065

   
     

48,848

   

Industrials (3.7%):

 

3M Co.

   

4,740

     

806

   

Alaska Air Group, Inc. (a)

   

1,550

     

75

   

Allegion PLC

   

880

     

109

   

American Airlines Group, Inc. (a) (b)

   

7,471

     

132

   

AMETEK, Inc.

   

2,905

     

397

   

AO Smith Corp.

   

1,795

     

142

   

C.H. Robinson Worldwide, Inc.

   

779

     

74

   

Carrier Global Corp.

   

7,990

     

432

   

Caterpillar, Inc.

   

6,025

     

1,165

   

Cintas Corp.

   

1,066

     

450

   

Copart, Inc. (a)

   

2,286

     

332

   

CSX Corp.

   

24,039

     

833

   

Cummins, Inc.

   

1,364

     

286

   

Deere & Co.

   

3,919

     

1,354

   

Delta Air Lines, Inc. (a)

   

7,217

     

261

   

Dover Corp.

   

1,435

     

235

   

Eaton Corp. PLC

   

4,316

     

700

   

Emerson Electric Co.

   

5,920

     

520

   

Equifax, Inc.

   

1,334

     

372

   

Expeditors International of Washington, Inc.

   

1,610

     

196

   

Fastenal Co.

   

5,972

     

353

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

FedEx Corp.

   

2,126

   

$

490

   

Fortive Corp.

   

2,506

     

185

   

Fortune Brands Home & Security, Inc.

   

1,743

     

175

   

General Dynamics Corp.

   

1,726

     

326

   

General Electric Co.

   

11,822

     

1,123

   

Honeywell International, Inc.

   

6,699

     

1,355

   

Howmet Aerospace, Inc.

   

3,713

     

104

   

Huntington Ingalls Industries, Inc.

   

470

     

83

   

IDEX Corp.

   

757

     

170

   

IHS Markit Ltd.

   

3,349

     

428

   

Illinois Tool Works, Inc.

   

3,048

     

708

   

Ingersoll Rand, Inc. (c)

   

4,166

     

243

   

J.B. Hunt Transport Services, Inc.

   

757

     

145

   

Jacobs Engineering Group, Inc.

   

1,348

     

192

   

Johnson Controls International PLC

   

6,676

     

499

   

Kansas City Southern

   

960

     

279

   

L3Harris Technologies, Inc.

   

2,253

     

471

   

Lockheed Martin Corp.

   

2,228

     

743

   

Masco Corp.

   

2,915

     

192

   

Nielsen Holdings PLC

   

4,460

     

86

   

Norfolk Southern Corp.

   

2,671

     

709

   

Northrop Grumman Corp.

   

1,594

     

556

   

Old Dominion Freight Line, Inc.

   

1,111

     

395

   

Otis Worldwide Corp.

   

3,056

     

246

   

PACCAR, Inc.

   

3,278

     

273

   

Parker-Hannifin Corp.

   

1,216

     

367

   

Pentair PLC

   

909

     

67

   

Quanta Services, Inc.

   

1,444

     

164

   

Raytheon Technologies Corp.

   

17,973

     

1,454

   

Republic Services, Inc. (c)

   

2,086

     

276

   

Robert Half International, Inc.

   

1,284

     

143

   

Rockwell Automation, Inc.

   

1,436

     

483

   

Roper Technologies, Inc.

   

1,322

     

614

   

Snap-on, Inc.

   

594

     

122

   

Southwest Airlines Co. (a)

   

4,959

     

220

   

Stanley Black & Decker, Inc.

   

1,786

     

312

   

Textron, Inc.

   

2,070

     

147

   

The Boeing Co. (a)

   

5,520

     

1,092

   

Trane Technologies PLC

   

2,877

     

537

   

TransDigm Group, Inc. (a)

   

593

     

343

   

Union Pacific Corp.

   

7,288

     

1,717

   

United Airlines Holdings, Inc. (a)

   

3,768

     

159

   

United Parcel Service, Inc. Class B

   

7,664

     

1,520

   

United Rentals, Inc. (a)

   

750

     

254

   

Verisk Analytics, Inc.

   

1,450

     

326

   

W.W. Grainger, Inc.

   

582

     

280

   

Waste Management, Inc.

   

3,869

     

622

   

Westinghouse Air Brake Technologies Corp.

   

1,745

     

155

   

Xylem, Inc.

   

1,548

     

188

   
     

30,962

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (13.6%):

 

Accenture PLC Class A

   

6,903

   

$

2,467

   

Adobe, Inc. (a)

   

4,939

     

3,308

   

Advanced Micro Devices, Inc. (a)

   

12,974

     

2,055

   

Akamai Technologies, Inc. (a)

   

1,627

     

183

   

Amphenol Corp. Class A

   

5,984

     

482

   

Analog Devices, Inc.

   

5,732

     

1,033

   

ANSYS, Inc. (a)

   

796

     

312

   

Apple, Inc.

   

166,060

     

27,450

   

Applied Materials, Inc.

   

10,258

     

1,510

   

Arista Networks, Inc. (a)

   

2,364

     

293

   

Autodesk, Inc. (a)

   

2,385

     

606

   

Automatic Data Processing, Inc.

   

4,190

     

967

   

Broadcom, Inc.

   

4,130

     

2,287

   

Broadridge Financial Solutions, Inc.

   

1,502

     

253

   

Cadence Design Systems, Inc. (a)

   

2,583

     

458

   

CDW Corp.

   

1,428

     

270

   

Cisco Systems, Inc.

   

42,070

     

2,307

   

Citrix Systems, Inc.

   

1,224

     

98

   

Cognizant Technology Solutions Corp. Class A

   

5,181

     

404

   

Corning, Inc.

   

8,056

     

299

   

DXC Technology Co. (a)

   

3,194

     

96

   

Enphase Energy, Inc. (a)

   

1,358

     

339

   

F5, Inc. (a)

   

561

     

128

   

Fidelity National Information Services, Inc.

   

7,284

     

761

   

Fiserv, Inc. (a)

   

3,938

     

380

   

Fortinet, Inc. (a)

   

1,459

     

485

   

Gartner, Inc. (a)

   

1,089

     

340

   

Global Payments, Inc.

   

3,409

     

406

   

Hewlett Packard Enterprise Co.

   

12,525

     

180

   

HP, Inc.

   

13,953

     

492

   

Intel Corp.

   

38,874

     

1,913

   

International Business Machines Corp.

   

5,693

     

667

   

Intuit, Inc.

   

2,547

     

1,661

   

IPG Photonics Corp. (a)

   

466

     

77

   

Juniper Networks, Inc.

   

2,447

     

76

   

Keysight Technologies, Inc. (a)

   

2,383

     

463

   

KLA Corp.

   

1,555

     

635

   

Lam Research Corp.

   

1,595

     

1,084

   

Mastercard, Inc. Class A

   

9,019

     

2,840

   

Microchip Technology, Inc.

   

5,448

     

455

   

Micron Technology, Inc.

   

10,918

     

917

   

Microsoft Corp. (c)

   

77,209

     

25,525

   

Motorola Solutions, Inc.

   

1,485

     

376

   

NetApp, Inc.

   

2,488

     

221

   

NortonLifeLock, Inc.

   

2,608

     

65

   

NVIDIA Corp.

   

25,972

     

8,487

   

Oracle Corp.

   

21,240

     

1,927

   

Paychex, Inc.

   

2,957

     

352

   

Paycom Software, Inc. (a)

   

617

     

270

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

PayPal Holdings, Inc. (a)

   

11,657

   

$

2,155

   

Qorvo, Inc. (a)

   

1,188

     

174

   

QUALCOMM, Inc.

   

12,125

     

2,189

   

salesforce.com, Inc. (a)

   

9,354

     

2,666

   

Seagate Technology Holdings PLC

   

2,345

     

241

   

ServiceNow, Inc. (a) (c)

   

2,007

     

1,300

   

Skyworks Solutions, Inc.

   

1,128

     

171

   

Synopsys, Inc. (a)

   

1,398

     

477

   

TE Connectivity Ltd.

   

3,470

     

534

   

Teledyne Technologies, Inc. (a)

   

165

     

69

   

Teradyne, Inc.

   

945

     

144

   

Texas Instruments, Inc.

   

8,950

     

1,722

   

The Western Union Co.

   

1,690

     

27

   

VeriSign, Inc. (a)

   

817

     

196

   

Visa, Inc. Class A

   

16,996

     

3,293

   

Western Digital Corp. (a)

   

3,265

     

189

   

Xerox Holdings Corp.

   

1

     

(d)

 

Xilinx, Inc.

   

2,527

     

577

   

Zebra Technologies Corp. (a)

   

706

     

416

   
     

115,200

   

Materials (1.2%):

 

Air Products & Chemicals, Inc.

   

2,193

     

630

   

Albemarle Corp.

   

1,201

     

320

   

Amcor PLC

   

17,474

     

198

   

Avery Dennison Corp.

   

906

     

186

   

Ball Corp.

   

3,726

     

348

   

Celanese Corp.

   

1,286

     

195

   

CF Industries Holdings, Inc.

   

2,763

     

167

   

Corteva, Inc.

   

8,159

     

367

   

Dow, Inc.

   

9,091

     

499

   

DuPont de Nemours, Inc.

   

6,803

     

503

   

Eastman Chemical Co.

   

1,432

     

149

   

Ecolab, Inc.

   

2,743

     

608

   

FMC Corp.

   

1,425

     

143

   

Freeport-McMoRan, Inc.

   

15,889

     

589

   

International Flavors & Fragrances, Inc.

   

2,036

     

289

   

International Paper Co.

   

4,916

     

224

   

Linde PLC

   

5,503

     

1,751

   

LyondellBasell Industries NV Class A

   

2,696

     

235

   

Martin Marietta Materials, Inc.

   

721

     

291

   

Newmont Corp.

   

9,032

     

496

   

Nucor Corp.

   

2,642

     

281

   

PPG Industries, Inc.

   

2,183

     

337

   

Sealed Air Corp.

   

1,340

     

83

   

The Mosaic Co.

   

4,580

     

157

   

The Sherwin-Williams Co.

   

2,769

     

917

   

Vulcan Materials Co.

   

1,213

     

233

   

Westrock Co.

   

2,863

     

124

   
     

10,320

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Real Estate (1.2%):

 

Alexandria Real Estate Equities, Inc.

   

1,101

   

$

220

   

American Tower Corp.

   

4,297

     

1,128

   

AvalonBay Communities, Inc.

   

740

     

177

   

Boston Properties, Inc.

   

1,758

     

190

   

CBRE Group, Inc. Class A (a)

   

3,167

     

303

   

Crown Castle International Corp.

   

5,001

     

908

   

Digital Realty Trust, Inc.

   

2,408

     

404

   

Duke Realty Corp.

   

4,814

     

281

   

Equinix, Inc.

   

1,002

     

814

   

Equity Residential

   

2,215

     

189

   

Essex Property Trust, Inc.

   

290

     

98

   

Extra Space Storage, Inc.

   

1,147

     

229

   

Federal Realty Investment Trust

   

884

     

108

   

Healthpeak Properties, Inc.

   

4,797

     

158

   

Host Hotels & Resorts, Inc. (a)

   

8,818

     

138

   

Iron Mountain, Inc. (b)

   

3,600

     

164

   

Kimco Realty Corp.

   

5,368

     

120

   

Mid-America Apartment Communities, Inc.

   

1,273

     

263

   

Prologis, Inc.

   

7,489

     

1,129

   

Public Storage

   

1,221

     

400

   

Realty Income Corp.

   

3,322

     

226

   

Regency Centers Corp.

   

1,923

     

133

   

SBA Communications Corp.

   

1,109

     

381

   

Simon Property Group, Inc.

   

3,796

     

580

   

UDR, Inc.

   

3,662

     

208

   

Ventas, Inc.

   

4,666

     

219

   

Vornado Realty Trust

   

1,244

     

50

   

Welltower, Inc.

   

4,568

     

364

   

Weyerhaeuser Co.

   

6,892

     

259

   
     

9,841

   

Utilities (1.1%):

 

Alliant Energy Corp.

   

3,054

     

167

   

Ameren Corp.

   

2,468

     

201

   

American Electric Power Co., Inc. (c)

   

4,277

     

347

   

American Water Works Co., Inc.

   

2,297

     

387

   

CenterPoint Energy, Inc.

   

6,318

     

164

   

CMS Energy Corp.

   

3,607

     

212

   

Consolidated Edison, Inc. (c)

   

1,808

     

140

   

Dominion Energy, Inc.

   

9,535

     

679

   

DTE Energy Co.

   

1,653

     

179

   

Duke Energy Corp. (c)

   

6,693

     

649

   

Edison International

   

4,086

     

267

   

Entergy Corp.

   

2,505

     

251

   

Evergy, Inc. (c)

   

2,714

     

172

   

Eversource Energy (c)

   

3,443

     

283

   

Exelon Corp.

   

10,726

     

566

   

FirstEnergy Corp.

   

5,729

     

216

   

NextEra Energy, Inc. (c)

   

18,576

     

1,612

   

NiSource, Inc.

   

4,671

     

114

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

NRG Energy, Inc.

   

2,789

   

$

100

   

PPL Corp.

   

8,145

     

227

   

Public Service Enterprise Group, Inc.

   

6,188

     

387

   

Sempra Energy

   

1,884

     

226

   

The AES Corp.

   

6,122

     

143

   

The Southern Co. (c)

   

9,551

     

584

   

WEC Energy Group, Inc. (c)

   

4,007

     

348

   

Xcel Energy, Inc. (c)

   

6,662

     

425

   
     

9,046

   

Total Common Stocks (Cost $113,225)

   

390,877

   

Municipal Bonds (53.0%)

 

Alabama (0.6%):

 
DCH Healthcare Authority Revenue, Series A, 4.00%, 6/1/51, Continuously
Callable @100
 

$

1,000

     

1,137

   
Homewood Educational Building Authority Revenue, Series A, 4.00%, 12/1/51,
Continuously Callable @100
   

2,000

     

2,272

   

The Lower Alabama Gas District Revenue, Series A, 5.00%, 9/1/46

   

1,000

     

1,479

   
     

4,888

   

Alaska (0.1%):

 
Northern Tobacco Securitization Corp. Revenue, Series A, 4.00%, 6/1/50,
Continuously Callable @100
   

500

     

581

   

Arizona (2.2%):

 
Arizona IDA Revenue
4.00%, 7/1/41, Continuously Callable @100
   

400

     

451

   

5.00%, 7/1/47, Continuously Callable @100

   

1,000

     

1,188

   

4.00%, 7/1/52, Continuously Callable @100

   

840

     

933

   

Series A, 4.00%, 7/1/51, Continuously Callable @100

   

750

     

834

   

City of Phoenix IDA Revenue, 5.00%, 7/1/46, Continuously Callable @100

   

1,300

     

1,435

   
La Paz County IDA Revenue
4.00%, 2/15/41, Continuously Callable @100
   

425

     

482

   

4.00%, 2/15/46, Continuously Callable @100

   

345

     

389

   

4.00%, 2/15/51, Continuously Callable @100

   

300

     

337

   
Maricopa County IDA Revenue
Series A, 5.00%, 9/1/42, Continuously Callable @100
   

500

     

617

   

Series A, 4.00%, 7/1/46, Continuously Callable @100

   

735

     

847

   

Series A, 5.00%, 7/1/49, Continuously Callable @100

   

1,000

     

1,212

   

Series A, 5.00%, 7/1/54, Continuously Callable @100

   

1,275

     

1,536

   

Series A, 4.00%, 7/1/56, Continuously Callable @100

   

1,000

     

1,143

   
Pima County IDA Revenue
4.00%, 4/1/46, Continuously Callable @100
   

2,000

     

2,342

   

5.00%, 6/15/47, Continuously Callable @100 (f)

   

1,000

     

1,013

   
Student & Academic Services LLC Revenue, 5.00%, 6/1/44, Continuously
Callable @100
   

1,000

     

1,100

   

Tempe IDA Revenue, Series B, 4.00%, 12/1/46, Continuously Callable @102

   

1,185

     

1,304

   
The IDA of the County of Pima Revenue, 4.00%, 6/15/51, Continuously
Callable @100 (f) (g)
   

1,000

     

1,032

   
     

18,195

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Arkansas (0.1%):

 
Arkansas Development Finance Authority Revenue, 4.00%, 12/1/44,
Continuously Callable @100
 

$

1,000

   

$

1,140

   

California (2.2%):

 
California Statewide Communities Development Authority
Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 11/15/49,
Pre-refunded 11/15/24 @100
   

1,000

     

1,136

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.45%, 12/1/52, Callable 1/10/22 @100 (f) (h)
   

6,000

     

6,000

   
Jurupa Public Financing Authority Special Tax, Series A, 5.00%, 9/1/42,
Continuously Callable @100
   

1,200

     

1,325

   
Sacramento City Financing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series XG0100, 0.11%, 12/1/33 (f) (h)
   

600

     

600

   
State of California, GO
5.00%, 2/1/43, Continuously Callable @100
   

1,000

     

1,050

   

5.00%, 8/1/45, Continuously Callable @100

   

1,000

     

1,145

   
Sutter Butte Flood Agency Special Assessment (INS — Build America Mutual
Assurance Co.), 5.00%, 10/1/40, Continuously Callable @100
   

1,000

     

1,150

   
Twin Rivers Unified School District, GO (INS — Build America Mutual
Assurance Co.), Series A, 5.00%, 8/1/40, Pre-refunded 2/1/24 @100
   

1,500

     

1,649

   
Val Verde Unified School District, GO (INS — Build America Mutual
Assurance Co.), Series B, 5.00%, 8/1/44, Pre-refunded 8/1/25 @100
   

1,000

     

1,164

   
West Contra Costa Unified School District, GO (INS — National Public Finance
Guarantee Corp.), 8/1/34 (i)
   

4,435

     

3,522

   
     

18,741

   

Colorado (1.5%):

 
Colorado Educational & Cultural Facilities Authority Revenue
5.00%, 12/1/38, Continuously Callable @100
   

1,000

     

1,220

   

5.00%, 4/1/48, Continuously Callable @100

   

710

     

849

   
Colorado Health Facilities Authority Revenue
5.00%, 12/1/42, Pre-refunded 6/1/22 @100
   

1,000

     

1,024

   

5.00%, 6/1/45, Pre-refunded 6/1/25 @100

   

1,000

     

1,156

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

1,000

     

1,141

   

Series A, 4.00%, 12/1/50, Continuously Callable @103

   

1,000

     

1,126

   
Denver Convention Center Hotel Authority Revenue, 5.00%, 12/1/40,
Continuously Callable @100
   

1,000

     

1,145

   
Denver Health & Hospital Authority Certificate of Participation, 5.00%, 12/1/48,
Continuously Callable @100
   

1,900

     

2,280

   
Park Creek Metropolitan District Revenue
5.00%, 12/1/41, Continuously Callable @100
   

250

     

286

   

5.00%, 12/1/45, Continuously Callable @100

   

1,000

     

1,140

   
Rampart Range Metropolitan District No. 1 Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 12/1/47, Continuously Callable @100
   

1,000

     

1,196

   
     

12,563

   

Connecticut (0.8%):

 
Connecticut State Health & Educational Facilities Authority Revenue
Series A, 4.00%, 7/1/51, Continuously Callable @100
   

1,000

     

1,169

   

Series T, 4.00%, 7/1/55, Continuously Callable @100

   

1,000

     

1,133

   

Mashantucket Western Pequot Tribe Revenue, 7/1/31 (j) (k)

   

4,889

     

1,060

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
State of Connecticut, GO
Series A, 5.00%, 4/15/36, Continuously Callable @100
 

$

1,500

   

$

1,882

   

Series A, 5.00%, 4/15/37, Continuously Callable @100

   

1,000

     

1,231

   
     

6,475

   

District of Columbia (0.1%):

 

District of Columbia Revenue, 5.00%, 7/1/42, Pre-refunded 7/1/22 @100

   

1,100

     

1,131

   

Florida (4.1%):

 
Capital Trust Agency, Inc. Revenue
5.00%, 8/1/40, Continuously Callable @100
   

300

     

364

   

5.00%, 8/1/55, Continuously Callable @100

   

400

     

475

   
City of Atlantic Beach Revenue, Series A, 5.00%, 11/15/53, Continuously
Callable @103
   

1,000

     

1,138

   

City of Jacksonville Revenue, 5.00%, 10/1/29, Continuously Callable @100

   

1,000

     

1,039

   

City of Pompano Beach Revenue, 4.00%, 9/1/50, Continuously Callable @103

   

1,500

     

1,618

   
County of Miami-Dade Florida Water & Sewer System Revenue
4.00%, 10/1/51, Continuously Callable @100
   

1,500

     

1,773

   

4.00%, 10/1/51, Continuously Callable @100

   

2,000

     

2,361

   
County of Miami-Dade Seaport Department Revenue, Series A-2, 4.00%,
10/1/49, Continuously Callable @100
   

1,000

     

1,173

   
County of Polk Florida Utility System Revenue, 4.00%, 10/1/43, Continuously
Callable @100
   

2,000

     

2,373

   

County of St. Lucie Revenue, 0.03%, 9/1/28, Continuously Callable @100 (h)

   

10,000

     

10,000

   
Halifax Hospital Medical Center Revenue, 5.00%, 6/1/46, Continuously
Callable @100
   

1,000

     

1,125

   

Lee County IDA Revenue, 5.50%, 10/1/47, Pre-refunded 10/1/22 @102

   

645

     

686

   
Lee Memorial Health System Revenue, Series A-1, 5.00%, 4/1/44,
Continuously Callable @100
   

1,450

     

1,788

   
Miami Beach Health Facilities Authority Revenue, 4.00%, 11/15/51,
Continuously Callable @100
   

500

     

581

   
Miami-Dade County Health Facilities Authority Revenue, Series A, 4.00%,
8/1/51, Continuously Callable @100
   

1,000

     

1,167

   
Palm Beach County Educational Facilities Authority Revenue, 4.00%,
10/1/51, Continuously Callable @100
   

1,000

     

1,123

   
Sarasota County Health Facilities Authority Revenue, 5.00%, 5/15/38,
Continuously Callable @103
   

700

     

800

   
Seminole County IDA Revenue, 4.00%, 6/15/51, Continuously
Callable @100 (f)
   

830

     

923

   
Southeast Overtown Park West Community Redevelopment Agency Tax
Allocation, Series A-1, 5.00%, 3/1/30, Continuously Callable @100 (f)
   

1,000

     

1,095

   
Tampa-Hillsborough County Expressway Authority Revenue, Series A, 5.00%,
7/1/37, Pre-refunded 7/1/22 @100
   

1,505

     

1,547

   
Volusia County Educational Facility Authority Revenue, Series B, 5.00%,
10/15/45, Pre-refunded 4/15/25 @100
   

1,000

     

1,151

   
     

34,300

   

Georgia (2.5%):

 
Appling County Development Authority Revenue
0.09%, 9/1/29, Continuously Callable @100 (h)
   

1,500

     

1,500

   

0.09%, 9/1/41, Continuously Callable @100 (h)

   

1,600

     

1,600

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Crisp County Hospital Authority Revenue, 4.00%, 7/1/51, Continuously
Callable @100
 

$

575

   

$

661

   
Development Authority of Heard County Revenue, 0.10%, 9/1/26,
Continuously Callable @100 (h)
   

1,600

     

1,600

   
Gainesville & Hall County Hospital Authority Revenue, 4.00%, 2/15/45,
Continuously Callable @100
   

2,000

     

2,287

   
Glynn-Brunswick Memorial Hospital Authority Revenue, 5.00%, 8/1/47,
Continuously Callable @100
   

1,000

     

1,182

   
Milledgeville & Baldwin County Development Authority Revenue, 4.00%,
6/15/37, Continuously Callable @100
   

1,300

     

1,554

   
Municipal Electric Authority of Georgia Revenue, 4.00%, 1/1/51, Continuously
Callable @100
   

425

     

479

   
Private Colleges & Universities Authority Revenue
4.00%, 6/1/45, Continuously Callable @100
   

750

     

866

   

4.00%, 10/1/50, Continuously Callable @100

   

1,250

     

1,445

   
The Burke County Development Authority Revenue, Series 1, 0.08%, 7/1/49,
Continuously Callable @100 (h)
   

1,500

     

1,500

   
The Burke County Development Authority Revenue (NBGA — Southern Co.),
0.07%, 11/1/52, Continuously Callable @100 (h)
   

1,000

     

1,000

   
The Development Authority of Monroe County Revenue, 0.09%, 11/1/48,
Continuously Callable @100 (h)
   

3,165

     

3,165

   
Valdosta Housing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series 2020-XF1089, 0.30%, 4/1/60, Callable 4/1/35 @100 (f) (h)
   

2,300

     

2,300

   
     

21,139

   

Guam (0.2%):

 
Antonio B Won Pat International Airport Authority Revenue (INS — Assured
Guaranty Municipal Corp.), 5.50%, 10/1/33, Pre-refunded 10/1/23 @100
   

750

     

820

   
Guam Government Waterworks Authority Revenue, 5.50%, 7/1/43,
Pre-refunded 7/1/23 @100
   

1,000

     

1,082

   
     

1,902

   

Illinois (4.5%):

 
Bureau County Township High School District No. 502, GO (INS — Build
America Mutual Assurance Co.), Series A, 5.00%, 12/1/37, Pre-refunded
12/1/27 @100
   

1,000

     

1,242

   
Chicago Board of Education, GO (LIQ — Deutsche Bank A.G.),
Series 2017-XM0188, 0.13%, 12/1/39, Callable 1/10/22 @100 (f) (h)
   

1,000

     

1,000

   
Chicago Midway International Airport Revenue, Series B, 5.00%, 1/1/41,
Continuously Callable @100
   

1,000

     

1,164

   
Chicago O'Hare International Airport Revenue, Series C, 5.00%, 1/1/41,
Continuously Callable @100
   

1,000

     

1,181

   
Chicago O'Hare International Airport Revenue (INS — Assured Guaranty
Municipal Corp.), 5.25%, 1/1/33, Continuously Callable @100
   

1,000

     

1,051

   
Chicago Park District, GO, Series C, 4.00%, 1/1/42, Continuously
Callable @100
   

1,250

     

1,439

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue, Series A, 4.00%,
12/1/55, Continuously Callable @100
   

2,000

     

2,274

   
City of Chicago Wastewater Transmission Revenue
5.00%, 1/1/44, Continuously Callable @100
   

1,000

     

1,086

   

Series A, 5.00%, 1/1/47, Continuously Callable @100

   

1,000

     

1,170

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
City of Chicago Waterworks Revenue, 5.00%, 11/1/44, Continuously
Callable @100
 

$

1,000

   

$

1,110

   
City of Galesburg Revenue, Series A, 4.00%, 10/1/46, Continuously
Callable @100 (g)
   

1,000

     

1,130

   
Cook County Community College District No. 508, GO (INS — Build America
Mutual Assurance Co.), 5.00%, 12/1/47, Continuously Callable @100
   

1,000

     

1,183

   
County of Cook Sales Tax Revenue, 5.00%, 11/15/38, Continuously
Callable @100
   

1,000

     

1,203

   
Illinois Educational Facilities Authority Revenue, 4.00%, 11/1/36,
Continuously Callable @102
   

1,000

     

1,143

   
Illinois Finance Authority Revenue
3.90%, 3/1/30, Continuously Callable @100
   

1,000

     

1,075

   

5.00%, 5/15/37, Continuously Callable @100

   

1,000

     

1,149

   

5.00%, 5/15/40, Continuously Callable @100

   

1,275

     

1,457

   

5.00%, 8/15/44, Continuously Callable @100

   

1,000

     

1,136

   

5.00%, 10/1/44, Continuously Callable @100

   

1,000

     

1,233

   

5.00%, 5/15/45, Continuously Callable @100

   

1,000

     

1,089

   

Series A, 4.00%, 10/1/40, Continuously Callable @100

   

1,000

     

1,119

   

Series A, 4.00%, 8/1/51, Continuously Callable @100

   

1,000

     

1,134

   

Series C, 4.00%, 2/15/41, Continuously Callable @100

   

955

     

1,088

   

Series C, 4.00%, 2/15/41, Pre-refunded 2/15/27 @100

   

45

     

52

   
Northern Illinois Municipal Power Agency Revenue, Series A, 4.00%, 12/1/41,
Continuously Callable @100
   

1,000

     

1,119

   
Northern Illinois University Revenue
4.00%, 10/1/37, Continuously Callable @100
   

550

     

651

   

4.00%, 10/1/39, Continuously Callable @100

   

425

     

499

   
Northern Illinois University Revenue (INS — Build America Mutual
Assurance Co.), Series B, 4.00%, 4/1/40, Continuously Callable @100
   

600

     

692

   
Sangamon County Water Reclamation District, GO
Series A, 4.00%, 1/1/49, Continuously Callable @100
   

1,000

     

1,137

   

Series A, 5.75%, 1/1/53, Continuously Callable @100

   

1,235

     

1,452

   
State of Illinois, GO
5.50%, 5/1/39, Continuously Callable @100
   

225

     

289

   

Series A, 5.00%, 3/1/46, Continuously Callable @100

   

1,000

     

1,249

   

Series B, 4.00%, 10/1/32, Continuously Callable @100

   

2,300

     

2,700

   
     

37,696

   

Indiana (0.6%):

 
Evansville Redevelopment Authority Revenue (INS — Build America Mutual
Assurance Co.), 4.00%, 2/1/39, Continuously Callable @100
   

1,000

     

1,119

   
Indiana Finance Authority Revenue
5.00%, 2/1/40, Continuously Callable @100
   

1,000

     

1,085

   

5.00%, 10/1/44, Pre-refunded 10/1/23 @100

   

1,000

     

1,086

   
Richmond Hospital Authority Revenue, 5.00%, 1/1/39, Continuously
Callable @100
   

1,500

     

1,678

   
     

4,968

   

Iowa (0.1%):

 
Iowa Tobacco Settlement Authority Revenue, Series A-2, 4.00%, 6/1/49,
Continuously Callable @100
   

1,000

     

1,161

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Kansas (1.1%):

 
City of Coffeyville Electric System Revenue (INS — National Public Finance
Guarantee Corp.), Series B, 5.00%, 6/1/42, Pre-refunded 6/1/25 @100 (f)
 

$

1,000

   

$

1,157

   
City of Lawrence Revenue
5.00%, 7/1/43, Continuously Callable @100
   

1,500

     

1,828

   

Series A, 4.00%, 7/1/36, Continuously Callable @100

   

1,500

     

1,727

   

City of Manhattan Revenue, Series A, 4.00%, 6/1/46, Continuously Callable @103

   

750

     

816

   

City of Wichita Revenue, 4.63%, 9/1/33, Continuously Callable @100

   

1,000

     

1,009

   
Wyandotte County-Kansas City Unified Government Utility System Revenue
Series A, 5.00%, 9/1/44, Continuously Callable @100
   

1,250

     

1,385

   

Series A, 5.00%, 9/1/45, Continuously Callable @100

   

1,000

     

1,140

   
     

9,062

   

Kentucky (0.7%):

 

City of Ashland Revenue, 5.00%, 2/1/40, Continuously Callable @100

   

1,000

     

1,144

   

City of Hazard Revenue, 4.00%, 7/1/51, Continuously Callable @100

   

1,000

     

1,171

   
Kentucky Bond Development Corp. Revenue, 4.00%, 6/1/46, Continuously
Callable @100
   

750

     

873

   
Kentucky Economic Development Finance Authority Revenue, 5.00%, 5/15/46,
Continuously Callable @100
   

1,000

     

1,048

   
Kentucky Economic Development Finance Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 12/1/45, Continuously
Callable @100
   

1,000

     

1,223

   
     

5,459

   

Louisiana (2.2%):

 
City of Shreveport Water & Sewer Revenue
5.00%, 12/1/40, Continuously Callable @100
   

1,000

     

1,152

   

Series B, 4.00%, 12/1/44, Continuously Callable @100

   

500

     

573

   
City of Shreveport Water & Sewer Revenue (INS — Build America Mutual
Assurance Co.), Series C, 5.00%, 12/1/39, Continuously Callable @100
   

1,000

     

1,120

   
Jefferson Sales Tax District Revenue, Series B, 4.00%, 12/1/42, Continuously
Callable @100
   

1,500

     

1,776

   
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue (INS — Assured Guaranty Municipal Corp.)
 

5.00%, 10/1/39, Continuously Callable @100

   

1,000

     

1,205

   

5.00%, 10/1/43, Continuously Callable @100

   

1,000

     

1,210

   

4.00%, 10/1/46, Continuously Callable @100

   

1,000

     

1,119

   
Louisiana Public Facilities Authority Revenue
5.00%, 11/1/45, Pre-refunded 11/1/25 @100
   

1,000

     

1,173

   

4.00%, 10/1/51, Continuously Callable @100

   

1,175

     

1,339

   

5.00%, 7/1/52, Continuously Callable @100

   

1,000

     

1,155

   

4.00%, 1/1/56, Continuously Callable @100

   

1,000

     

1,064

   
Louisiana Public Facilities Authority Revenue (INS — Build America Mutual
Assurance Co.), 5.25%, 6/1/51, Pre-refunded 6/1/25 @100
   

1,000

     

1,165

   
Parish of East Baton Rouge Capital Improvements District Revenue, 4.00%,
8/1/44, Continuously Callable @100
   

1,400

     

1,646

   
State of Louisiana Gasoline & Fuels Tax Revenue, Series C, 5.00%, 5/1/45,
Continuously Callable @100
   

1,500

     

1,823

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 5/15/35,
Continuously Callable @100
 

$

1,000

   

$

1,064

   
     

18,584

   

Maine (0.3%):

 
Maine Health & Higher Educational Facilities Authority Revenue
Series A, 4.00%, 7/1/46, Continuously Callable @100
   

1,000

     

1,061

   

Series A, 4.00%, 7/1/50, Continuously Callable @100

   

1,175

     

1,378

   
     

2,439

   

Maryland (0.3%):

 
Maryland Health & Higher Educational Facilities Authority Revenue
4.00%, 7/1/45, Continuously Callable @100
   

1,100

     

1,259

   

Series B, 4.00%, 1/1/51, Continuously Callable @100

   

1,000

     

1,147

   
     

2,406

   

Massachusetts (1.7%):

 
Massachusetts Development Finance Agency Revenue
5.00%, 4/15/40, Continuously Callable @100
   

1,000

     

1,096

   

5.25%, 11/15/41, Pre-refunded 11/15/23 @100

   

1,000

     

1,097

   

5.00%, 7/1/46, Continuously Callable @100

   

1,000

     

1,155

   

4.00%, 9/1/48, Continuously Callable @100 (g)

   

1,380

     

1,563

   

4.00%, 7/1/51, Continuously Callable @100

   

1,500

     

1,732

   

5.00%, 10/1/57, Continuously Callable @105 (f)

   

1,000

     

1,080

   

Series A, 5.00%, 6/1/39, Continuously Callable @100

   

1,000

     

1,226

   

Series A, 5.50%, 7/1/44, Continuously Callable @100

   

500

     

509

   

Series A, 5.00%, 7/1/44, Continuously Callable @100

   

1,600

     

1,933

   

Series B, 4.00%, 7/1/50, Continuously Callable @100

   

850

     

971

   

Series D, 5.00%, 7/1/44, Continuously Callable @100

   

1,000

     

1,118

   

Series F, 5.75%, 7/15/43, Continuously Callable @100

   

1,000

     

1,052

   
     

14,532

   

Michigan (1.3%):

 
City of Wyandotte Electric System Revenue (INS — Build America Mutual
Assurance Co.), Series A, 5.00%, 10/1/44, Continuously Callable @100
   

1,000

     

1,129

   
Detroit Downtown Development Authority Tax Allocation (INS — Assured
Guaranty Municipal Corp.), 5.00%, 7/1/43, Continuously Callable @100
   

1,750

     

1,912

   
Jackson Public Schools, GO (NBGA — Michigan School Bond Qualification &
Loan Program), 5.00%, 5/1/42, Continuously Callable @100
   

1,000

     

1,217

   
Karegnondi Water Authority Revenue, 5.00%, 11/1/41, Continuously
Callable @100
   

1,000

     

1,198

   
Kentwood Economic Development Corp. Revenue, 4.00%, 11/15/45,
Continuously Callable @103
   

500

     

560

   
Lincoln Consolidated School District, GO (INS — Assured Guaranty
Municipal Corp.), Series A, 5.00%, 5/1/40, Continuously Callable @100
   

1,250

     

1,459

   
Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.), 5.00%,
5/1/45, Continuously Callable @100
   

1,000

     

1,164

   
Michigan Finance Authority Revenue, 4.00%, 9/1/45, Continuously
Callable @100
   

1,000

     

1,131

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Wayne County Airport Authority Revenue, 5.00%, 12/1/44, Continuously
Callable @100
 

$

1,000

   

$

1,116

   
     

10,886

   

Minnesota (0.3%):

 
Housing & Redevelopment Authority Revenue
5.00%, 11/15/44, Pre-refunded 11/15/25 @100
   

1,000

     

1,173

   

5.00%, 11/15/47, Continuously Callable @100

   

1,000

     

1,195

   
     

2,368

   

Missouri (1.0%):

 
Cape Girardeau County IDA Revenue, 4.00%, 3/1/46, Continuously
Callable @100
   

750

     

838

   
Health & Educational Facilities Authority of the State of Missouri Revenue
4.00%, 2/1/48, Continuously Callable @100
   

1,500

     

1,644

   

4.00%, 2/15/51, Continuously Callable @100

   

480

     

558

   
Health & Educational Facilities Authority Revenue
5.00%, 8/1/45, Continuously Callable @100
   

1,270

     

1,388

   

4.00%, 2/15/49, Continuously Callable @100

   

250

     

284

   
Missouri Development Finance Board Revenue, 4.00%, 3/1/51, Continuously
Callable @100
   

1,000

     

1,120

   
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty Municipal
Corp.)
5.00%, 10/1/38, Continuously Callable @100
   

1,000

     

1,203

   

5.00%, 10/1/49, Continuously Callable @100

   

1,000

     

1,240

   
     

8,275

   

Montana (0.1%):

 
Montana Facility Finance Authority Revenue, Series A, 4.00%, 6/1/45,
Continuously Callable @100
   

485

     

572

   

Nebraska (0.1%):

 
Douglas County Hospital Authority No. 3 Revenue, 5.00%, 11/1/48,
Continuously Callable @100
   

1,000

     

1,142

   

Nevada (0.6%):

 

City of Carson City Revenue, 5.00%, 9/1/42, Continuously Callable @100

   

1,000

     

1,190

   
Las Vegas Convention & Visitors Authority Revenue, Series C, 4.00%, 7/1/41,
Continuously Callable @100
   

1,555

     

1,725

   
Las Vegas Redevelopment Agency Tax Allocation, 5.00%, 6/15/45, Continuously
Callable @100
   

1,500

     

1,717

   
     

4,632

   

New Jersey (2.8%):

 
Essex County Improvement Authority Revenue, 4.00%, 6/15/51, Continuously
Callable @100
   

1,100

     

1,235

   
New Jersey Economic Development Authority Revenue
5.00%, 6/15/29, Continuously Callable @100
   

1,000

     

1,022

   

5.00%, 6/15/42, Continuously Callable @100

   

2,000

     

2,357

   

5.00%, 6/15/43, Continuously Callable @100

   

1,000

     

1,213

   

Series A, 4.00%, 7/1/34, Continuously Callable @100

   

1,000

     

1,120

   

Series A, 5.00%, 6/15/47, Continuously Callable @100

   

1,000

     

1,189

   

Series B, 5.00%, 6/15/43, Continuously Callable @100

   

1,000

     

1,215

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
New Jersey Economic Development Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 6/1/37, Continuously Callable @100
 

$

500

   

$

605

   
New Jersey Educational Facilities Authority Revenue, Series B, 5.00%, 9/1/36,
Continuously Callable @100
   

1,000

     

1,173

   
New Jersey Educational Facilities Authority Revenue (INS — Assured Guaranty
Municipal Corp.), Series C, 4.00%, 7/1/50, Continuously Callable @100
   

1,000

     

1,156

   
New Jersey Health Care Facilities Financing Authority Revenue, 5.00%,
10/1/37, Continuously Callable @100
   

1,000

     

1,186

   
New Jersey Transportation Trust Fund Authority Revenue
Series A, 5.00%, 12/15/35, Continuously Callable @100
   

1,000

     

1,230

   

Series AA, 5.00%, 6/15/44, Continuously Callable @100

   

1,000

     

1,089

   

Series AA, 4.00%, 6/15/50, Continuously Callable @100

   

1,000

     

1,138

   
New Jersey Turnpike Authority Revenue, Series A, 4.00%, 1/1/51, Continuously
Callable @100
   

1,000

     

1,175

   
South Jersey Transportation Authority LLC Revenue, Series A, 5.00%, 11/1/39,
Continuously Callable @100
   

1,250

     

1,387

   
South Jersey Transportation Authority Revenue, Series A, 4.00%, 11/1/50,
Continuously Callable @100
   

2,250

     

2,573

   
The Atlantic County Improvement Authority Revenue, 4.00%, 7/1/53,
Continuously Callable @100
   

750

     

881

   
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 6/1/46,
Continuously Callable @100
   

500

     

604

   
     

23,548

   

New Mexico (0.2%):

 
New Mexico Hospital Equipment Loan Council Revenue, Series LA, 5.00%, 7/1/49,
Continuously Callable @102
   

1,500

     

1,651

   

New York (1.4%):

 
Metropolitan Transportation Authority Revenue, Series C, 5.00%, 11/15/42,
Continuously Callable @100
   

1,000

     

1,049

   
New York Liberty Development Corp. Revenue
5.25%, 10/1/35
   

630

     

891

   

5.50%, 10/1/37

   

1,500

     

2,241

   

2.80%, 9/15/69, Continuously Callable @100

   

1,000

     

1,038

   
New York State Dormitory Authority Revenue
Series A, 4.00%, 3/15/47, Continuously Callable @100
   

2,000

     

2,358

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

2,000

     

2,256

   
New York State Dormitory Authority Revenue (INS — AMBAC Assurance Corp.),
Series 1, 5.50%, 7/1/40
   

1,205

     

1,819

   
     

11,652

   

North Carolina (0.3%):

 
North Carolina Medical Care Commission Revenue
5.00%, 10/1/35, Continuously Callable @100
   

1,000

     

1,157

   

5.00%, 1/1/49, Continuously Callable @104

   

1,500

     

1,672

   
     

2,829

   

North Dakota (0.3%):

 

City of Grand Forks ND Revenue, 4.00%, 12/1/51, Continuously Callable @100

   

500

     

571

   

County of Ward Revenue, Series C, 5.00%, 6/1/43, Continuously Callable @100

   

1,000

     

1,175

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
University of North Dakota Certificate of Participation, Series A, 4.00%, 6/1/51,
Continuously Callable @100
 

$

1,000

   

$

1,149

   
     

2,895

   

Ohio (0.2%):

 

County of Warren Revenue, Series A, 4.00%, 7/1/45, Continuously Callable @100

   

735

     

824

   
Southeastern Ohio Port Authority Revenue, 5.00%, 12/1/43, Continuously
Callable @100
   

750

     

795

   
     

1,619

   

Oklahoma (0.5%):

 
Comanche County Hospital Authority Revenue, Series A, 5.00%, 7/1/32,
Continuously Callable @100
   

1,315

     

1,337

   
Oklahoma Development Finance Authority Revenue, Series B, 5.50%, 8/15/57,
Continuously Callable @100
   

1,000

     

1,229

   
Oklahoma Municipal Power Authority Revenue, Series A, 4.00%, 1/1/47,
Continuously Callable @100
   

1,000

     

1,174

   
Tulsa County Industrial Authority Revenue, 5.25%, 11/15/37, Continuously
Callable @102
   

750

     

845

   
     

4,585

   

Oregon (0.4%):

 
Medford Hospital Facilities Authority Revenue, Series A, 4.00%, 8/15/50,
Continuously Callable @100
   

1,000

     

1,165

   
Oregon State Facilities Authority Revenue, Series A, 4.00%, 10/1/51,
Continuously Callable @100
   

1,000

     

1,138

   
Salem Hospital Facility Authority Revenue, 5.00%, 5/15/53, Continuously
Callable @102
   

1,250

     

1,424

   
     

3,727

   

Pennsylvania (5.8%):

 
Adams County General Authority Revenue, 4.00%, 8/15/45, Continuously
Callable @100
   

1,455

     

1,684

   
Allegheny County Hospital Development Authority Revenue
4.00%, 7/15/39, Continuously Callable @100
   

1,185

     

1,386

   

5.00%, 4/1/47, Continuously Callable @100

   

1,000

     

1,198

   
Altoona Area School District, GO (INS — Build America Mutual Assurance Co.),
5.00%, 12/1/48, Pre-refunded 12/1/25 @100
   

1,000

     

1,177

   
Berks County IDA Revenue
5.00%, 5/15/43, Continuously Callable @102
   

350

     

387

   

5.00%, 11/1/50, Continuously Callable @100

   

1,500

     

1,659

   

Bucks County IDA Revenue, 4.00%, 8/15/44, Continuously Callable @100

   

1,000

     

1,114

   
Butler County Hospital Authority Revenue, 5.00%, 7/1/39, Continuously
Callable @100
   

1,125

     

1,257

   
Canon Mcmillan School District, GO, 4.00%, 6/1/48, Continuously
Callable @100
   

1,500

     

1,676

   
Central Bradford Progress Authority Revenue, Series B, 4.00%, 12/1/51,
Continuously Callable @100
   

2,000

     

2,307

   

Chester County IDA Revenue, 5.00%, 10/1/44, Continuously Callable @100

   

1,000

     

1,092

   
City of Erie Higher Education Building Authority Revenue, 5.00%, 5/1/47,
Continuously Callable @100
   

1,050

     

1,302

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Commonwealth Financing Authority Revenue, 5.00%, 6/1/35, Continuously
Callable @100
 

$

1,000

   

$

1,219

   
Commonwealth of Pennsylvania Certificate of Participation, Series A, 5.00%,
7/1/43, Continuously Callable @100
   

1,000

     

1,207

   

County of Lehigh Revenue, 4.00%, 7/1/49, Continuously Callable @100

   

1,000

     

1,140

   
Indiana County Hospital Authority Revenue, Series A, 6.00%, 6/1/39,
Continuously Callable @100
   

1,625

     

1,694

   
Lancaster County Hospital Authority Revenue, 5.00%, 11/1/35, Continuously
Callable @100
   

1,000

     

1,129

   

Lancaster IDA Revenue, 4.00%, 7/1/51, Continuously Callable @103

   

500

     

542

   

Latrobe IDA Revenue, 4.00%, 3/1/51, Continuously Callable @100

   

800

     

866

   
Montgomery County IDA Revenue
5.25%, 1/15/45, Continuously Callable @100
   

1,000

     

1,118

   

4.00%, 10/1/46, Continuously Callable @100

   

625

     

722

   

4.00%, 10/1/51, Continuously Callable @100

   

825

     

947

   

Series C, 4.00%, 11/15/43, Continuously Callable @103

   

600

     

686

   
Northampton County General Purpose Authority Revenue
4.00%, 8/15/40, Continuously Callable @100
   

1,000

     

1,093

   

5.00%, 8/15/43, Continuously Callable @100

   

1,000

     

1,195

   
Pennsylvania Economic Development Financing Authority Revenue
4.00%, 7/1/46, Continuously Callable @103
   

1,000

     

1,117

   

Series A, 4.00%, 10/15/51, Continuously Callable @100

   

1,000

     

1,174

   
Pennsylvania Higher Educational Facilities Authority Revenue, Series A, 4.00%,
7/15/46, Continuously Callable @100
   

1,575

     

1,808

   
Pennsylvania Turnpike Commission Revenue
Series A-1, 5.00%, 12/1/46, Continuously Callable @100
   

1,000

     

1,149

   

Series A-1, 5.00%, 12/1/47, Continuously Callable @100

   

1,000

     

1,214

   

Series B, 5.00%, 12/1/39, Continuously Callable @100

   

1,000

     

1,242

   

Series B, 5.25%, 12/1/44, Continuously Callable @100

   

1,000

     

1,125

   

Series B, 4.00%, 12/1/51, Continuously Callable @100

   

1,000

     

1,161

   

Series B, 4.00%, 12/1/51, Continuously Callable @100

   

1,000

     

1,164

   

Philadelphia IDA Revenue, 5.00%, 8/1/50, Continuously Callable @100

   

1,050

     

1,252

   
Reading School District, GO (INS — Assured Guaranty Municipal Corp.), 5.00%,
3/1/38, Continuously Callable @100
   

1,500

     

1,785

   
School District of Philadelphia, GO, Series F, 5.00%, 9/1/37, Continuously
Callable @100
   

1,000

     

1,177

   
The Philadelphia School District, GO, Series A, 5.00%, 9/1/38, Continuously
Callable @100
   

1,000

     

1,221

   
The School District of Philadelphia, GO, Series A, 4.00%, 9/1/46, Continuously
Callable @100
   

1,000

     

1,169

   
Wilkes-Barre Area School District, GO (INS — Build America Mutual
Assurance Co.), 4.00%, 4/15/49, Continuously Callable @100
   

1,500

     

1,699

   
     

49,254

   

Puerto Rico (0.1%):

 
Commonwealth of Puerto Rico, GO (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 7/1/35, Continuously Callable @100
   

1,000

     

1,008

   

Rhode Island (0.2%):

 
Rhode Island Housing & Mortgage Finance Corp. Revenue, Series 15-A, 6.85%,
10/1/24, Continuously Callable @100
   

40

     

40

   

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
Rhode Island Turnpike & Bridge Authority Revenue, Series A, 5.00%, 10/1/40,
Continuously Callable @100
 

$

1,000

   

$

1,167

   
     

1,207

   

South Carolina (0.6%):

 
Patriots Energy Group Revenue
Series A, 4.00%, 6/1/46, Continuously Callable @100
   

500

     

585

   

Series A, 4.00%, 6/1/51, Continuously Callable @100

   

600

     

696

   
Piedmont Municipal Power Agency Revenue (INS — Assured Guaranty
Municipal Corp.), Series D, 5.75%, 1/1/34, Continuously Callable @100
   

2,000

     

2,000

   
South Carolina Jobs-Economic Development Authority Revenue
5.00%, 11/15/47, Continuously Callable @103
   

1,000

     

1,163

   

4.00%, 4/1/49, Continuously Callable @103

   

620

     

673

   
     

5,117

   

Tennessee (0.8%):

 
Greeneville Health & Educational Facilities Board Revenue, 5.00%, 7/1/37,
Continuously Callable @100
   

1,500

     

1,832

   
Metropolitan Government Nashville & Davidson Country Health &
Educational Facilities Board Revenue, 4.00%, 10/1/51,
Continuously Callable @100
   

1,000

     

1,093

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue
5.00%, 10/1/45, Continuously Callable @100
   

1,000

     

1,153

   

5.00%, 7/1/46, Continuously Callable @100

   

1,000

     

1,162

   

5.00%, 10/1/48, Continuously Callable @100

   

500

     

594

   
The Metropolitan Nashville Airport Authority Revenue, Series A, 4.00%, 7/1/49,
Continuously Callable @100
   

1,000

     

1,166

   
     

7,000

   

Texas (7.5%):

 
Arlington Higher Education Finance Corp. Revenue (NBGA — Texas
Permanent School Fund), 4.00%, 8/15/44, Continuously Callable @100
   

2,165

     

2,486

   
Bexar County Health Facilities Development Corp. Revenue, 5.00%, 7/15/37,
Continuously Callable @105
   

1,000

     

1,106

   
Central Texas Regional Mobility Authority Revenue
4.00%, 1/1/41, Continuously Callable @100
   

1,000

     

1,094

   

Series A, 5.00%, 1/1/45, Pre-refunded 7/1/25 @100

   

1,000

     

1,159

   
Central Texas Turnpike System Revenue, Series C, 5.00%, 8/15/42, Continuously
Callable @100
   

1,000

     

1,108

   
City of Arlington Special Tax (INS — Assured Guaranty Municipal Corp.), Series A,
5.00%, 2/15/48, Continuously Callable @100
   

1,000

     

1,208

   
City of Garland Texas Electric Utility System Revenue, Series A, 4.00%, 3/1/51,
Continuously Callable @100
   

1,000

     

1,174

   
City of Houston Hotel Occupancy Tax & Special Revenue
5.00%, 9/1/39, Continuously Callable @100
   

1,000

     

1,107

   

5.00%, 9/1/40, Continuously Callable @100

   

1,000

     

1,106

   

City of Irving Texas Revenue, 5.00%, 8/15/43, Continuously Callable @100

   

1,000

     

1,189

   
City of Laredo Waterworks & Sewer System Revenue, 4.00%, 3/1/41,
Continuously Callable @100
   

1,000

     

1,110

   

See notes to financial statements.

 


24


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
City of Lewisville Special Assessment (INS — ACA Financial Guaranty Corp.),
5.80%, 9/1/25 (c)
 

$

2,895

   

$

3,021

   
City of Lubbock Texas Electric Light & Power System Revenue, 4.00%, 4/15/51,
Continuously Callable @100
   

2,500

     

2,896

   
Clifton Higher Education Finance Corp. Revenue (NBGA — Texas
Permanent School Fund)
5.00%, 8/15/39, Continuously Callable @100
   

1,000

     

1,110

   

4.00%, 8/15/44, Continuously Callable @100

   

1,000

     

1,162

   

County of Bexar Revenue, 4.00%, 8/15/44, Continuously Callable @100

   

1,500

     

1,702

   
Everman Independent School District, GO (NBGA — Texas Permanent
School Fund), 4.00%, 2/15/50, Continuously Callable @100
   

1,500

     

1,762

   
Greater Texas Cultural Education Facilities Finance Corp. Revenue, 4.00%,
3/1/50, Continuously Callable @100
   

2,000

     

2,298

   
Harris County Cultural Education Facilities Finance Corp. Revenue, 5.00%,
6/1/38, Continuously Callable @100
   

1,000

     

1,042

   
Harris County Hospital District Revenue, 4.00%, 2/15/42, Continuously
Callable @100
   

1,000

     

1,101

   
Houston Higher Education Finance Corp. Revenue, 4.00%, 10/1/51,
Continuously Callable @100
   

1,100

     

1,219

   
Karnes County Hospital District Revenue, 5.00%, 2/1/44, Continuously
Callable @100
   

1,000

     

1,086

   

Martin County Hospital District, GO, 4.00%, 4/1/36, Continuously Callable @100

   

350

     

397

   
Matagorda County Navigation District No. 1 Revenue, 4.00%, 6/1/30,
Continuously Callable @100
   

1,000

     

1,044

   
Mesquite Health Facilities Development Corp. Revenue, 2/15/35, Continuously
Callable @100 (j)
   

1,000

     

793

   
New Hope Cultural Education Facilities Finance Corp. Revenue
2.25%, 7/1/47, Callable 7/1/25 @100
   

1,000

     

857

   

Series A, 5.00%, 4/1/47, Pre-refunded 4/1/25 @100

   

1,600

     

1,838

   
New Hope Cultural Education Facilities Finance Corp. Revenue (INS — Assured
Guaranty Municipal Corp.), Series A1, 5.00%, 7/1/38, Continuously
Callable @100
   

225

     

271

   
North Texas Tollway Authority Revenue
Series B, 5.00%, 1/1/31, Continuously Callable @100
   

1,500

     

1,635

   

Series B, 5.00%, 1/1/45, Continuously Callable @100

   

1,000

     

1,122

   
Port of Port Arthur Navigation District Revenue
0.13%, 11/1/40, Continuously Callable @100 (c) (h)
   

4,650

     

4,650

   

Series A, 0.06%, 4/1/40, Continuously Callable @100 (h)

   

530

     

530

   

Series B, 0.06%, 4/1/40, Continuously Callable @100 (h)

   

300

     

300

   

Series C, 0.08%, 4/1/40, Continuously Callable @100 (h)

   

8,500

     

8,500

   
Princeton Independent School District, GO (NBGA — Texas Permanent
School Fund), 5.00%, 2/15/43, Continuously Callable @100
   

1,000

     

1,231

   
Prosper Independent School District, GO (NBGA — Texas Permanent
School Fund), 5.00%, 2/15/48, Continuously Callable @100
   

1,000

     

1,226

   
San Antonio Education Facilities Corp. Revenue, 4.00%, 4/1/54,
Continuously Callable @100
   

1,000

     

1,119

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
5.00%, 11/15/46, Continuously Callable @100
   

1,000

     

1,164

   

Series A, 11/15/45, Callable 11/15/25 @100 (j)

   

1,000

     

800

   

Series B, 11/15/36, Callable 11/15/25 @100 (j)

   

1,000

     

800

   

See notes to financial statements.

 


25


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Series B, 5.00%, 7/1/48, Continuously Callable @100

 

$

1,500

   

$

1,843

   
Waco Educational Finance Corp. Revenue, 4.00%, 3/1/51, Continuously
Callable @100
   

1,000

     

1,175

   
     

63,541

   

Utah (0.1%):

 
Utah Charter School Finance Authority Revenue, Series A, 4.00%, 10/15/46,
Continuously Callable @100
   

860

     

1,011

   

Vermont (0.1%):

 
Vermont Economic Development Authority Revenue, Series A, 4.00%, 5/1/45,
Continuously Callable @103
   

1,000

     

1,089

   

Virginia (0.1%):

 

Alexandria IDA Revenue, 5.00%, 10/1/45, Continuously Callable @100

   

1,000

     

1,124

   

Washington (0.7%):

 
King County Public Hospital District No 2, GO, Series A, 4.00%, 12/1/41,
Continuously Callable @100
   

1,000

     

1,166

   
Washington Health Care Facilities Authority Revenue
4.00%, 7/1/42, Continuously Callable @100
   

1,000

     

1,129

   

5.00%, 1/1/47, Continuously Callable @100

   

1,000

     

1,172

   
Washington Higher Education Facilities Authority Revenue, 4.00%, 5/1/45,
Continuously Callable @100
   

1,100

     

1,264

   
Washington State Housing Finance Commission Revenue
5.00%, 1/1/38, Continuously Callable @102 (f)
   

1,000

     

1,167

   

Series A-1, 3.50%, 12/20/35

   

298

     

348

   
     

6,246

   

West Virginia (0.2%):

 
West Virginia Hospital Finance Authority Revenue, 4.00%, 1/1/38, Continuously
Callable @100
   

1,500

     

1,723

   

Wisconsin (1.4%):

 
Public Finance Authority Revenue
5.00%, 7/1/38, Continuously Callable @100
   

1,000

     

1,227

   

4.00%, 1/1/45, Continuously Callable @100

   

1,440

     

1,651

   

4.00%, 2/1/51, Continuously Callable @100

   

1,000

     

1,144

   

Series A, 4.00%, 10/1/47, Continuously Callable @100

   

1,000

     

1,169

   

Series A, 5.25%, 10/1/48, Continuously Callable @100

   

1,500

     

1,727

   

Series A, 4.00%, 10/1/49, Continuously Callable @100

   

1,500

     

1,682

   
Public Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 7/1/44, Continuously Callable @100
   

600

     

733

   
Wisconsin Health & Educational Facilities Authority Revenue
5.25%, 4/15/35, Pre-refunded 4/15/23 @100
   

1,000

     

1,068

   

5.00%, 9/15/45, Pre-refunded 9/15/23 @100

   

1,000

     

1,083

   
     

11,484

   

Total Municipal Bonds (Cost $424,324)

   

447,547

   

U.S. Treasury Obligations (0.1%)

 

U.S. Treasury Bills, 0.04%, 1/27/22 (l)

   

700

     

700

   

Total U.S. Treasury Obligations (Cost $700)

   

700

   

See notes to financial statements.

 


26


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (0.0%) (m)

 

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

   

254,451

   

$

254

   

Total Collateral for Securities Loaned (Cost $254)

   

254

   

Total Investments (Cost $538,503) — 99.4%

   

839,378

   

Other assets in excess of liabilities — 0.6%

   

5,131

   

NET ASSETS — 100.00%

 

$

844,509

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  All or a portion of this security has been segregated as collateral for derivative instruments, delayed delivered and/or when-issued securities.

(d)  Rounds to less than $1 thousand.

(e)  Northern Trust Corp. is the parent of Northern Trust Investments Inc., which is the sub adviser of the Fund.

(f)  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 November 30, 2021, the fair value of these securities was $17,367 (thousands) and amounted to 2.1% of net assets.

(g)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(h)  Variable Rate Demand Notes 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.

(i)  Zero-coupon bond.

(j)  Currently the issuer is in default with respect to interest and/or principal payments.

(k)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2021, illiquid securities were 0.1% of net assets.

(l)  Rate represents the effective yield at November 30, 2021.

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

(n)  Rate disclosed is the daily yield on November 30, 2021.

AMBAC — American Municipal Bond Assurance Corporation

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

See notes to financial statements.

 


27


 
USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

GO — General Obligation

IDA — Industrial Development Authority

LLC — Limited Liability Company

PLC — Public Limited Company

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

E-Mini S&P 500 Futures

   

13

   

12/17/21

 

$

2,900,734

   

$

2,968,062

   

$

67,328

   

Total unrealized appreciation

 

$

67,328

   

Total unrealized depreciation

   

   

Total net unrealized appreciation (depreciation)

 

$

67,328

   

See notes to financial statements.

 


28


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Growth and
Tax Strategy Fund
 

Assets:

 

Investments, at value (Cost $538,503)

 

$

839,378

(a)

 

Cash

   

3,023

   

Deposit with broker for futures contracts

   

37

   

Receivables:

 

Interest and dividends

   

5,215

   

Capital shares issued

   

1,753

   

Prepaid expenses

   

34

   

Total Assets

   

849,440

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

254

   

Investments purchased

   

3,682

   

Capital shares redeemed

   

490

   

Variation margin on open futures contracts

   

55

   

Accrued expenses and other payables:

 

Investment advisory fees

   

237

   

Administration fees

   

101

   

Custodian fees

   

3

   

Transfer agent fees

   

44

   

Compliance fees

   

(b)

 

Trustees' fees

   

(b)

 
12b-1 fees    

2

   

Other accrued expenses

   

63

   

Total Liabilities

   

4,931

   

Net Assets:

 

Capital

   

550,203

   

Total accumulated earnings/(loss)

   

294,306

   

Net Assets

 

$

844,509

   

Net Assets

 

Fund Shares

 

$

764,804

   

Institutional Shares

   

68,321

   

Class A

   

7,894

   

Class C

   

3,490

   

Total

 

$

844,509

   

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

 

Fund Shares

   

29,073

   

Institutional Shares

   

2,599

   

Class A

   

301

   

Class C

   

134

   

Total

   

32,107

   

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

 

Fund Shares

 

$

26.31

   

Institutional Shares

 

$

26.29

   

Class A

 

$

26.25

   

Class C (d)

 

$

26.11

   

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
 

$

26.85

   

(a)  Includes $239 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

 


29


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Growth and
Tax Strategy Fund
 

Investment Income:

 

Dividends

 

$

2,662

   

Interest

   

6,025

   

Securities lending (net of fees)

   

(a)

 

Foreign tax withholding

   

(a)

 

Total Income

   

8,687

   

Expenses:

 

Investment advisory fees

   

1,301

   

Administration fees — Fund Shares

   

556

   

Administration fees — Institutional Shares

   

30

   

Administration fees — Class A

   

2

   

Administration fees — Class C

   

2

   

Sub-Administration fees

   

22

   
12b-1 fees — Class A    

4

   
12b-1 fees — Class C    

13

   

Custodian fees

   

19

   

Transfer agent fees — Fund Shares

   

201

   

Transfer agent fees — Institutional Shares

   

30

   

Transfer agent fees — Class A

   

2

   

Transfer agent fees — Class C

   

1

   

Trustees' fees

   

23

   

Compliance fees

   

3

   

Legal and audit fees

   

34

   

State registration and filing fees

   

43

   

Other expenses

   

57

   

Total Expenses

   

2,343

   

Expenses waived/reimbursed by Adviser

   

(9

)

 

Net Expenses

   

2,334

   

Net Investment Income (Loss)

   

6,353

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

1,907

   

Net realized gains (losses) from futures contracts

   

193

   

Net change in unrealized appreciation/depreciation on investment securities

   

30,015

   

Net change in unrealized appreciation/depreciation on futures contracts

   

(48

)

 

Net realized/unrealized gains (losses) on investments

   

32,067

   

Change in net assets resulting from operations

 

$

38,420

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


30


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Growth and Tax Strategy Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

6,353

   

$

12,399

   

Net realized gains (losses) from investments

   

2,100

     

6,824

   
Net change in unrealized appreciation/depreciation
on investments
   

29,967

     

116,209

   

Change in net assets resulting from operations

   

38,420

     

135,432

   

Distributions to Shareholders:

 

Fund Shares

   

(5,608

)

   

(11,933

)

 

Institutional Shares (a)

   

(450

)

   

(467

)

 

Class A (a)

   

(18

)

   

(1

)

 

Class C (a)

   

(13

)

   

(5

)

 
Change in net assets resulting from distributions
to shareholders
   

(6,089

)

   

(12,406

)

 

Change in net assets resulting from capital transactions

   

53,050

     

42,523

   

Change in net assets

   

85,381

     

165,549

   

Net Assets:

 

Beginning of period

   

759,128

     

593,579

   

End of period

 

$

844,509

   

$

759,128

   

(a)  Institutional Shares, Class A and Class C commenced operations on June 29, 2020.

(continues on next page)

See notes to financial statements.

 


31


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Growth and Tax Strategy Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

66,682

   

$

128,688

   

Distributions reinvested

   

5,363

     

11,096

   

Cost of shares redeemed

   

(38,822

)

   

(149,077

)

 

Total Fund Shares

 

$

33,223

   

$

(9,293

)

 

Institutional Shares (a)

 

Proceeds from shares issued

 

$

13,964

   

$

56,777

   

Distributions reinvested

   

109

     

130

   

Cost of shares redeemed

   

(3,712

)

   

(6,753

)

 

Total Institutional Shares

 

$

10,361

   

$

50,154

   

Class A (a)

 

Proceeds from shares issued

 

$

7,436

   

$

520

   

Distributions reinvested

   

13

     

1

   

Cost of shares redeemed

   

(174

)

   

(22

)

 

Total Class A

 

$

7,275

   

$

499

   

Class C (a)

 

Proceeds from shares issued

 

$

2,192

   

$

1,181

   

Distributions reinvested

   

12

     

4

   

Cost of shares redeemed

   

(13

)

   

(22

)

 

Total Class C

 

$

2,191

   

$

1,163

   

Change in net assets resulting from capital transactions

 

$

53,050

   

$

42,523

   

Share Transactions:

 

Fund Shares

 

Issued

   

2,568

     

5,514

   

Reinvested

   

209

     

491

   

Redeemed

   

(1,494

)

   

(6,530

)

 

Total Fund Shares

   

1,283

     

(525

)

 

Institutional Shares (a)

 

Issued

   

537

     

2,477

   

Reinvested

   

4

     

6

   

Redeemed

   

(143

)

   

(282

)

 

Total Institutional Shares

   

398

     

2,201

   

Class A (a)

 

Issued

   

286

     

22

   

Reinvested

   

1

     

(b)

 

Redeemed

   

(7

)

   

(1

)

 

Total Class A

   

280

     

21

   

Class C (a)

 

Issued

   

85

     

50

   

Reinvested

   

(b)

   

(b)

 

Redeemed

   

(b)

   

(1

)

 

Total Class C

   

85

     

49

   

Change in Shares

   

2,046

     

1,746

   

(a)  Institutional Shares, Class A and Class C commenced operations on June 29, 2020.

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

 


32


 

This page is intentionally left blank.

 


33


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

 

     

Investment Activities

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

USAA Growth and Tax Strategy Fund

     

Fund Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

25.25

     

0.21

(d)

   

1.05

     

1.26

     

(0.20

)

   

   

Year Ended May 31

 

2021

 

$

20.96

     

0.43

(d)

   

4.29

     

4.72

     

(0.43

)

   

   

2020

 

$

20.18

     

0.47

(d)

   

0.77

     

1.24

     

(0.46

)

   

   

2019

 

$

19.77

     

0.47

     

0.47

     

0.94

     

(0.48

)

   

(0.05

)

 

2018

 

$

18.76

     

0.44

     

1.01

     

1.45

     

(0.44

)

   

   

2017

 

$

17.79

     

0.42

     

0.96

     

1.38

     

(0.41

)

   

   

Institutional Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

25.24

     

0.21

(d)

   

1.04

     

1.25

     

(0.20

)

   

   
June 29, 2020 (f)
through May 31, 2021
 

$

21.05

     

0.40

(d)

   

4.12

     

4.52

     

(0.33

)

   

   

Class A

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

25.22

     

0.17

(d)

   

1.04

     

1.21

     

(0.18

)

   

   
June 29, 2020 (f)
through May 31, 2021
 

$

21.05

     

0.31

(d)

   

4.16

     

4.47

     

(0.30

)

   

   

Class C

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

25.12

     

0.07

(d)

   

1.04

     

1.11

     

(0.12

)

   

   
June 29, 2020 (f)
through May 31, 2021
 

$

21.05

     

0.16

(d)

   

4.13

     

4.29

     

(0.22

)

   

   

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

**  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)  Not annualized for periods less than one year.

(b)  Annualized for periods less than one year.

See notes to financial statements.

 


34


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Growth and Tax Strategy Fund

 

Fund Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.20

)

 

$

26.31

     

5.00

%

   

0.57

%

   

1.58

%

   

0.57

%

 

$

764,804

     

4

%

 

Year Ended May 31

 

2021

   

(0.43

)

 

$

25.25

     

22.79

%

   

0.59

%

   

1.86

%

   

0.59

%

 

$

701,841

     

11

%

 

2020

   

(0.46

)

 

$

20.96

     

6.25

%

   

0.57

%

   

2.25

%

   

0.57

%

 

$

593,579

     

34

%(e)

 

2019

   

(0.53

)

 

$

20.18

     

4.83

%

   

0.60

%

   

2.44

%

   

0.60

%

 

$

526,320

     

7

%

 

2018

   

(0.44

)

 

$

19.77

     

7.81

%

   

0.68

%

   

2.32

%

   

0.68

%

 

$

459,682

     

10

%

 

2017

   

(0.41

)

 

$

18.76

     

7.88

%

   

0.84

%

   

2.33

%

   

0.84

%

 

$

391,020

     

4

%

 

Institutional Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.20

)

 

$

26.29

     

4.97

%

   

0.56

%

   

1.59

%

   

0.56

%

 

$

68,321

     

4

%

 
June 29, 2020 (f)
through May 31, 2021
   

(0.33

)

 

$

25.24

     

21.62

%

   

0.56

%

   

1.80

%

   

0.59

%

 

$

55,541

     

11

%

 

Class A

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.18

)

 

$

26.25

     

4.80

%

   

0.86

%

   

1.30

%

   

1.31

%

 

$

7,894

     

4

%

 
June 29, 2020 (f)
through May 31, 2021
   

(0.30

)

 

$

25.22

     

21.35

%

   

0.86

%

   

1.38

%

   

13.45

%

 

$

525

     

11

%

 

Class C

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.12

)

 

$

26.11

     

4.42

%

   

1.61

%

   

0.54

%

   

1.83

%

 

$

3,490

     

4

%

 
June 29, 2020 (f)
through May 31, 2021
   

(0.22

)

 

$

25.12

     

20.47

%

   

1.60

%

   

0.70

%

   

5.63

%

 

$

1,221

     

11

%

 

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

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

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

(f)  Commencement of operations.

See notes to financial statements.

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

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

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
November 30, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs") and American Depositary Receipts ("ADRs"), 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 their 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 November 30, 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

 

$

390,877

   

$

   

$

   

$

390,877

   

Municipal Bonds

   

     

447,547

     

     

447,547

   

U.S. Treasury Obligations

   

     

700

     

     

700

   

Collateral for Securities Loaned

   

254

     

     

     

254

   

Total

 

$

391,131

   

$

448,247

   

$

   

$

839,378

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

67

   

$

   

$

   

$

67

   

Total

 

$

67

   

$

   

$

   

$

67

   

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

For the six months ended November 30, 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.

 


37


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 Payables 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. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent

 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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. During the six months ended November 30, 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 November 30, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Equity Risk Exposure

 

$

67

   

$

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized as
a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Equity Risk Exposure

 

$

193

   

$

(48

)

 

All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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
November 30, 2021
 

  (Unaudited)

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

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

239

   

$

   

$

254

   

Foreign Taxes:

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

Federal Income Taxes:

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

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes

 


40


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 six months ended November 30, 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)
 
$

20,300

   

$

25,950

   

$

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

90,635

   

$

29,100

   

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.30% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 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

 


41


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Composite Index which is comprised of 51% of the Lipper General & Insured Municipal Bond Funds Index and 49% of the Lipper Large-Cap Core Funds Index.

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 Composite Index over that period, even if the class has overall negative returns during the performance period.

For the period June 1, 2021 to November 30, 2021, performance adjustments were $90, less than $(1), less than $1, and less than $(1) for Fund Shares, Institutional Shares, Class A, and Class C, in thousands, respectively. Performance adjustments were 0.02%, less than (0.01)%, less than 0.01%, and less than (0.01)% for Fund Shares, Institutional Shares, Class A, and Class C, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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

VCM entered into a Subadvisory Agreement with Northern Trust Investments, Inc. ("NTI") under which NTI directs the investment and reinvestment of the Fund's assets allocated to it in accordance with the Fund's investment objective, policies, and restrictions, subject to the general supervision of the Board and VCM. This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and Class C, respectively.

 


42


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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, Class A, and Class C are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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, up to an annual rate of 1.00% of the average daily net assets of Class C and 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, and Class C. Amounts incurred and paid to the Distributor for the six months ended November 30, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended November 30, 2021, the Distributor received less than $1 thousand dollars from commissions earned on the sale of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 2021, are reflected on the Statement of Operations as Custodian fees.

 


43


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 2021, the expense limits (excluding voluntary waivers) were 0.61%, 0.57%, 0.86%, and 1.61% for Fund Shares, Institutional Shares, Class A, and Class C, respectively.

Under the terms of the expense limitation agreement, as 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 November 30, 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 November 30, 2021.

Expires 2024  

Expires 2025

 

Total

 
$

38

   

$

9

   

$

47

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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.

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.

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

 


44


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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.

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

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. LIBOR is being discontinued as a floating rate benchmark. The Secured Overnight Financing Rate ("SOFR") is expected to replace U.S. dollar LIBOR as the principal floating rate benchmark. The LIBOR discontinuation has affected, and will continue to affect, financial markets generally. The date of the LIBOR discontinuation will vary depending on the LIBOR currency and tenor. The UK Financial Conduct Authority (the "FCA"), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors (overnight and one-, three-, six- and 12-month; and (ii) December 31, 2021, in all other cases (i.e., one-week and two-month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR). Accordingly, many existing LIBOR obligations will transition to another benchmark after June 30, 2023, or, in some cases, after December 31, 2021. The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation. In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the "ARRC"), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York. The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on SOFR plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. For purposes of the following discussion, the term "LIBOR" refers solely to U.S. dollar LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR's history or otherwise. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates. SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. In contrast, LIBOR is intended to be an unsecured rate that represents

 


45


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

interbank funding costs for different short-term tenors. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Resulting changes in the financial markets may adversely affect financial markets generally and may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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 six months ended November 30, 2021.

7. Federal Income Tax Information:

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

The amounts of dividends from net investment income and distributions from net realized gains (collectively distributions to shareholders) are determined in accordance with federal income tax

 


46


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

As of the tax year ended May 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands).

Short-Term Amount  
$11,277  
 


47


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses Paid
During Period
6/1/21-
11/30/21*
  Annualized
Expense Ratio
During Period
6/1/21-
11/30/21
 

Fund Shares

 

$

1,000.00

   

$

1,050.00

   

$

1,022.21

   

$

2.93

   

$

2.89

     

0.57

%

 

Institutional Shares

   

1,000.00

     

1,049.70

     

1,022.26

     

2.88

     

2.84

     

0.56

%

 

Class A

   

1,000.00

     

1,048.00

     

1,020.76

     

4.42

     

4.36

     

0.86

%

 

Class C

   

1,000.00

     

1,044.20

     

1,017.00

     

8.25

     

8.14

     

1.61

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


48


 

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  

27801-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Managed Allocation Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    4    

Statement of Operations

    5    

Statements of Changes in Net Assets

    6    

Financial Highlights

    8    

Notes to Financial Statements

   

10

   

Supplemental Information

   

17

   

Proxy Voting and Portfolio Holdings Information

    17    

Expense Example

    17    

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


 
USAA Mutual Funds Trust
USAA Managed Allocation Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to maximize total return, consisting primarily of capital appreciation.

Asset Allocation*:

November 30, 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.

 


2


 
USAA Mutual Funds Trust
USAA Managed Allocation Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Exchange-Traded Funds (99.9%)

 

iShares Core S&P 500 ETF

   

351,046

   

$

160,649

   

Vanguard Total World Stock ETF (a)

   

4,613,248

     

481,023

   

Total Exchange-Traded Funds (Cost $531,309)

   

641,672

   

Collateral for Securities Loaned^ (0.1%)

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

874,800

     

875

   

Total Collateral for Securities Loaned (Cost $875)

   

875

   

Total Investments (Cost $532,184) — 100.0%

   

642,547

   

Other assets in excess of liabilities — 0.0% (c)

   

158

   

NET ASSETS — 100.00%

 

$

642,705

   

At November 30, 2021, the Fund's investments in foreign securities were 74.8% of net assets.

ETF — Exchange-Traded Fund

^  Purchased with cash collateral from securities on loan.

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

(b)  Rate disclosed is the daily yield on November 30, 2021.

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

See notes to financial statements.

 


3


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Managed
Allocation Fund
 

Assets:

 

Investments, at value (Cost $532,184)

 

$

642,547

(a)

 

Cash

   

1,663

   

Receivables:

 

Interest and dividends

   

1

   

Capital shares issued

   

79

   

From Adviser

   

88

   

Prepaid expenses

   

19

   

Total Assets

   

644,397

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

875

   

Capital shares redeemed

   

356

   

Accrued expenses and other payables:

 

Investment advisory fees

   

329

   

Administration fees

   

27

   

Custodian fees

   

5

   

Transfer agent fees

   

27

   

Compliance fees

   

(b)

 

Other accrued expenses

   

73

   

Total Liabilities

   

1,692

   

Net Assets:

 

Capital

   

495,084

   

Total accumulated earnings/(loss)

   

147,621

   

Net Assets

 

$

642,705

   

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

   

43,860

   

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

 

$

14.65

   

(a)  Includes $845 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.

 


4


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Managed
Allocation Fund
 

Investment Income:

 

Dividends

 

$

5,453

   

Interest

   

(a)

 

Securities lending (net of fees)

   

11

   

Total Income

   

5,464

   

Expenses:

 

Investment advisory fees

   

1,996

   

Administration fees

   

166

   

Sub-Administration fees

   

9

   

Custodian fees

   

15

   

Transfer agent fees

   

166

   

Trustees' fees

   

24

   

Compliance fees

   

2

   

Legal and audit fees

   

27

   

State registration and filing fees

   

8

   

Other expenses

   

66

   

Total Expenses

   

2,479

   

Expenses waived/reimbursed by Adviser

   

(532

)

 

Net Expenses

   

1,947

   

Net Investment Income (Loss)

   

3,517

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

8,158

   

Net change in unrealized appreciation/depreciation on investment securities

   

12,218

   

Net realized/unrealized gains (losses) on investments

   

20,376

   

Change in net assets resulting from operations

 

$

23,893

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Managed Allocation Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

3,517

   

$

7,373

   

Net realized gains (losses) from investments

   

8,158

     

77,147

   
Net change in unrealized appreciation/depreciation on
investments
   

12,218

     

58,529

   

Change in net assets resulting from operations

   

23,893

     

143,049

   

Change in net assets resulting from distributions to shareholders

   

     

(8,738

)

 

Change in net assets resulting from capital transactions

   

(42,488

)

   

(133,803

)

 

Change in net assets

   

(18,595

)

   

508

   

Net Assets:

 

Beginning of period

   

661,300

     

660,792

   

End of period

 

$

642,705

   

$

661,300

   

Capital Transactions:

 

Proceeds from shares issued

 

$

19,867

   

$

31,378

   

Distributions reinvested

   

     

8,737

   

Cost of shares redeemed

   

(62,355

)

   

(173,918

)

 

Change in net assets resulting from capital transactions

 

$

(42,488

)

 

$

(133,803

)

 

Share Transactions:

 

Issued

   

1,377

     

2,457

   

Reinvested

   

     

682

   

Redeemed

   

(4,281

)

   

(13,694

)

 

Total Fund Shares

   

(2,904

)

   

(10,555

)

 

See notes to financial statements.

 


6


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Managed Allocation Fund

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

14.14

     

0.08

(c)

   

0.43

     

0.51

     

     

   

Year Ended May 31:

 

2021

 

$

11.53

     

0.14

(c)

   

2.64

     

2.78

     

(0.17

)

   

   

2020

 

$

11.10

     

0.28

(c)

   

0.47

     

0.75

     

(0.32

)

   

   

2019

 

$

12.01

     

0.20

     

(0.92

)

   

(0.72

)

   

(0.11

)

   

(0.08

)

 

2018

 

$

11.61

     

0.23

     

0.46

     

0.69

     

(0.29

)

   

   

2017

 

$

10.90

     

0.24

     

0.72

     

0.96

     

(0.25

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

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

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

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

See notes to financial statements.

 


8


 

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)
 

USAA Managed Allocation Fund

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

14.65

     

3.61

%

   

0.59

%

   

1.06

%

   

0.75

%

 

$

642,705

     

0

%

 

Year Ended May 31:

 

2021

   

(0.17

)

 

$

14.14

     

24.31

%

   

0.59

%

   

1.12

%

   

0.75

%

 

$

661,300

     

152

%

 

2020

   

(0.32

)

 

$

11.53

     

6.66

%

   

0.60

%

   

2.38

%

   

0.74

%

 

$

660,792

     

167

%

 

2019

   

(0.19

)

 

$

11.10

     

(5.92

)%

   

0.75

%

   

1.72

%

   

0.75

%

 

$

724,519

     

156

%(d)

 

2018

   

(0.29

)

 

$

12.01

     

5.91

%

   

0.74

%

   

1.83

%

   

0.74

%

 

$

808,509

     

97

%(e)

 

2017

   

(0.25

)

 

$

11.61

     

8.94

%

   

0.76

%

   

2.13

%

   

0.76

%

 

$

765,879

     

194

%(d)

 

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Managed Allocation Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), 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.

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Exchange-Traded Funds

 

$

641,672

   

$

   

$

   

$

641,672

   

Collateral for Securities Loaned

   

875

     

     

     

875

   

Total

 

$

642,547

   

$

   

$

   

$

642,547

   

For the six months ended November 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Investment Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

845

   

$

   

$

875

   

Federal Income Taxes:

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

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

Allocations:

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

   

$

38,507

   
 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. The Adviser has contractually agreed to waive its management fee from 0.60% to 0.44%. Amounts incurred and paid to VCM for the six months ended November 30, 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 six months ended November 30, 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 0.05%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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 based on an annual rate of 0.05% of average daily net assets plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 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.

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 November 30, 2021, the expense limit was 0.74%.

Under the terms of the expense limitation agreement, as 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 November 31, 2021, there were no amounts available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that repayments are not probable at November 30, 2021.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.

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

Portfolio Reallocation Risk — The frequent changes in the allocation of the Fund's portfolio holdings may result in higher portfolio turnover. In purchasing and selling securities in order to reallocate the portfolio, the Fund will pay more brokerage commissions than it would without a reallocation policy. In addition, the Fund may have a higher proportion of capital gains and a potentially lower return than a fund that does not reallocate from time to time.

ETF Risk — ETFs, which generally are registered investment companies, incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

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

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the six months ended November 30, 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.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

8. Subsequent Events:

On January 13, 2022, the Board approved a Plan of Liquidation and Dissolution pursuant to which the USAA Managed Allocation Fund will be liquidated on or about February 28, 2022. Effective February 1, 2022, the USAA Managed Allocation Fund will be closed to new investors. Through the end of business February 18, 2022, existing shareholders may continue to make additional investments into existing accounts. Distribution of liquidation proceeds to Fund shareholders, may result in a taxable event for shareholders, depending on their individual circumstances.

 


16


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 
$

1,000.00

   

$

1,036.10

   

$

1,022.11

   

$

3.01

   

$

2.99

     

0.59

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


17


 

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  

93924-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Emerging Markets Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    17    

Statement of Operations

    18    

Statements of Changes in Net Assets

    19    

Financial Highlights

    22    

Notes to Financial Statements

   

24

   

Supplemental Information

   

34

   

Proxy Voting and Portfolio Holdings Information

    34    

Expense Examples

    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


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Sectors:

November 30, 2021

(% of Net Assets)

Information Technology

   

23.2

%

 

Financials

   

21.2

%

 

Consumer Discretionary

   

10.6

%

 

Communication Services

   

9.6

%

 

Materials

   

7.7

%

 

Industrials

   

7.6

%

 

Energy

   

5.8

%

 

Health Care

   

4.5

%

 

Consumer Staples

   

3.9

%

 

Real Estate

   

2.6

%

 

Country Allocation:

November 30, 2021

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio and short-term investments purchased with cash collateral from securities loaned.

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

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

 


2


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (97.7%)

 

Brazil (4.4%):

 

Consumer Discretionary (0.8%):

 

Cyrela Brazil Realty SA Empreendimentos e Participacoes

   

121,700

   

$

295

   

Vibra Energia SA (a)

   

1,248,700

     

4,834

   
     

5,129

   

Consumer Staples (0.6%):

 

Sendas Distribuidora SA

   

714,681

     

1,621

   

SLC Agricola SA

   

289,700

     

1,978

   
     

3,599

   

Energy (0.5%):

 

3R Petroleum Oleo e Gas SA (a)

   

71,400

     

351

   

Petro Rio SA (a)

   

110,100

     

398

   

Petroleo Brasileiro SA, ADR

   

201,799

     

2,153

   
     

2,902

   

Financials (1.2%):

 

Banco Bradesco SA, ADR

   

620,657

     

2,185

   

Banco do Brasil SA

   

508,495

     

2,881

   

Banco do Estado do Rio Grande do Sul SA Preference Shares

   

151,900

     

273

   

Itau Unibanco Holding SA, ADR

   

533,103

     

2,090

   

Porto Seguro SA

   

68,800

     

272

   
     

7,701

   

Industrials (0.8%):

 

CCR SA

   

941,520

     

2,062

   

Randon SA Implementos e Participacoes Preference Shares

   

930,400

     

1,832

   

SIMPAR SA

   

843,856

     

1,581

   
     

5,475

   

Information Technology (0.2%):

 

Cielo SA

   

648,400

     

239

   

Pagseguro Digital Ltd. Class A (a) (b)

   

51,935

     

1,327

   
     

1,566

   

Materials (0.2%):

 

Dexco SA

   

489,600

     

1,571

   

Utilities (0.1%):

 

Eneva SA (a)

   

134,700

     

334

   

Equatorial Energia SA

   

81,700

     

328

   

Omega Geracao SA (a)

   

47,000

     

227

   
     

889

   
     

28,832

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Canada (1.8%):

 

Energy (0.4%):

 

Parex Resources, Inc. (b)

   

144,302

   

$

2,314

   

Materials (1.4%):

 

First Quantum Minerals Ltd.

   

438,087

     

9,339

   
     

11,653

   

Chile (0.3%):

 

Financials (0.3%):

 

Banco de Chile

   

19,988,545

     

1,934

   

China (23.5%):

 

Communication Services (4.6%):

 

Baidu, Inc., ADR (a)

   

20,857

     

3,125

   

NetEase, Inc., ADR

   

44,291

     

4,771

   

Tencent Holdings Ltd.

   

391,963

     

22,860

   
     

30,756

   

Consumer Discretionary (5.5%):

 

Alibaba Group Holding Ltd., ADR (a)

   

127,978

     

16,321

   

BYD Co. Ltd. Class H

   

58,000

     

2,281

   

China Harmony Auto Holding Ltd.

   

681,500

     

376

   

Fuyao Glass Industry Group Co. Ltd. Class H (c)

   

360,000

     

1,976

   

Gree Electric Appliances, Inc. Class A

   

313,600

     

1,700

   

JD.com, Inc., ADR (a)

   

71,923

     

6,050

   

Jiumaojiu International Holdings Ltd. (c)

   

704,000

     

1,454

   

JNBY Design Ltd.

   

192,500

     

325

   

Meituan Class B (a) (c)

   

119,500

     

3,632

   

Q Technology Group Co. Ltd.

   

259,000

     

365

   

Tianneng Power International Ltd. (b)

   

208,000

     

229

   

Topsports International Holdings Ltd. (c)

   

1,396,000

     

1,623

   
     

36,332

   

Consumer Staples (1.5%):

 

China Feihe Ltd. (c)

   

837,000

     

1,120

   

China Modern Dairy Holdings Ltd. (b)

   

1,841,000

     

308

   

Hengan International Group Co. Ltd. (b)

   

467,500

     

2,258

   

Inner Mongolia Yili Industrial Group Co. Ltd. Class A

   

338,700

     

2,080

   

Wuliangye Yibin Co. Ltd. Class A

   

114,600

     

3,924

   
     

9,690

   

Energy (0.6%):

 

China Shenhua Energy Co. Ltd. Class H

   

1,817,000

     

3,765

   

Financials (3.7%):

 

China Construction Bank Corp. Class H

   

7,595,000

     

4,949

   

China Merchants Bank Co. Ltd. Class H

   

1,216,500

     

9,424

   

China Renaissance Holdings Ltd. (c)

   

143,200

     

298

   

Ping An Insurance Group Co. of China Ltd.

   

900,500

     

6,243

   

Postal Savings Bank of China Co. Ltd. Class H (c)

   

5,025,000

     

3,404

   
     

24,318

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Health Care (1.8%):

 

China Animal Healthcare Ltd. (a) (d) (e)

   

1,673,000

   

$

   

China Medical System Holdings Ltd.

   

207,000

     

339

   

Hygeia Healthcare Holdings Co. Ltd. (c)

   

239,400

     

1,847

   

Pharmaron Beijing Co. Ltd. Class H (c)

   

100,100

     

2,065

   

Shenzhen Mindray Bio-Medical Electronics Co. Ltd. Class A

   

38,200

     

2,159

   

Sinopharm Group Co. Ltd. Class H

   

1,145,199

     

2,489

   

Wuxi Biologics Cayman, Inc. (a) (c)

   

250,431

     

3,378

   
     

12,277

   

Industrials (1.9%):

 

Airtac International Group

   

73,344

     

2,245

   

A-Living Smart City Services Co. Ltd. Class H (c)

   

539,000

     

1,266

   

China Lesso Group Holdings Ltd.

   

326,000

     

473

   

China Railway Group Ltd. Class H

   

5,220,000

     

2,482

   

Xinte Energy Co. Ltd. Class H

   

760,400

     

1,733

   

Zhefu Holding Group Co. Ltd. Class A

   

1,806,500

     

1,899

   

Zhejiang Expressway Co. Ltd. Class H (b)

   

480,000

     

453

   

ZTO Express Cayman, Inc., ADR

   

55,130

     

1,743

   
     

12,294

   

Information Technology (1.7%):

 

Chinasoft International Ltd.

   

2,876,000

     

4,782

   

Luxshare Precision Industry Co. Ltd. Class A

   

278,700

     

1,731

   

WUS Printed Circuit Kunshan Co. Ltd. Class A

   

1,106,050

     

2,639

   

Yonyou Network Technology Co. Ltd. Class A

   

393,600

     

2,011

   
     

11,163

   

Materials (1.1%):

 

Anhui Conch Cement Co. Ltd. Class H

   

550,500

     

2,507

   

China Hongqiao Group Ltd.

   

2,221,000

     

2,150

   

Wanhua Chemical Group Co. Ltd. Class A

   

192,700

     

2,885

   
     

7,542

   

Real Estate (0.7%):

 

China Vanke Co. Ltd. Class H

   

963,300

     

2,185

   

KWG Living Group Holdings Ltd.

   

481,000

     

291

   

Shimao Services Holdings Ltd. (c)

   

1,669,728

     

2,063

   

Times Neighborhood Holdings Ltd.

   

430,806

     

190

   
     

4,729

   

Utilities (0.4%):

 

China Longyuan Power Group Corp. Ltd. Class H

   

1,184,000

     

2,420

   
     

155,286

   

Colombia (0.6%):

 

Financials (0.6%):

 

Bancolombia SA, ADR

   

124,685

     

3,972

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Egypt (0.4%):

 

Communication Services (0.1%):

 

Telecom Egypt Co.

   

488,956

   

$

446

   

Financials (0.3%):

 

Commercial International Bank Egypt SAE Registered Shares, GDR (a)

   

764,229

     

2,365

   
     

2,811

   

Greece (1.0%):

 

Consumer Discretionary (0.2%):

 

OPAP SA

   

109,197

     

1,515

   

Financials (0.4%):

 

National Bank of Greece SA (a)

   

872,294

     

2,597

   

Industrials (0.3%):

 

Mytilineos SA

   

115,795

     

1,897

   

Utilities (0.1%):

 

Terna Energy SA

   

26,946

     

412

   
     

6,421

   

Hong Kong (4.2%):

 

Communication Services (0.1%):

 

NetDragon Websoft Holdings Ltd.

   

140,000

     

319

   

Consumer Discretionary (0.9%):

 

Bosideng International Holdings Ltd. (b)

   

3,276,000

     

2,306

   

JS Global Lifestyle Co. Ltd. (c)

   

1,872,000

     

3,675

   
     

5,981

   

Financials (0.4%):

 

BOC Hong Kong Holdings Ltd.

   

892,500

     

2,698

   

Health Care (0.0%): (f)

 

The United Laboratories International Holdings Ltd.

   

446,000

     

254

   

Industrials (1.4%):

 

Pacific Basin Shipping Ltd.

   

5,648,000

     

2,145

   

Sinotruk Hong Kong Ltd.

   

171,000

     

253

   

Techtronic Industries Co. Ltd.

   

337,000

     

6,931

   
     

9,329

   

Information Technology (0.6%):

 

ASM Pacific Technology Ltd.

   

190,000

     

1,989

   

Lenovo Group Ltd.

   

1,962,000

     

2,009

   
     

3,998

   

Materials (0.1%):

 

Nine Dragons Paper Holdings Ltd.

   

335,000

     

374

   

Real Estate (0.6%):

 

China Overseas Grand Oceans Group Ltd.

   

1,093,000

     

493

   

China Resources Land Ltd.

   

770,000

     

3,217

   
     

3,710

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Utilities (0.1%):

 

Canvest Environmental Protection Group Co. Ltd.

   

674,000

   

$

357

   

China Water Affairs Group Ltd.

   

520,000

     

597

   
     

954

   
     

27,617

   

Hungary (0.5%):

 

Financials (0.4%):

 

OTP Bank Nyrt (a)

   

53,506

     

2,956

   

Health Care (0.1%):

 

Richter Gedeon Nyrt

   

24,664

     

656

   
     

3,612

   

India (10.4%):

 

Communication Services (0.0%): (f)

 

Indus Towers Ltd.

   

41,276

     

156

   

Consumer Discretionary (0.9%):

 

Bajaj Auto Ltd.

   

33,294

     

1,438

   

Balkrishna Industries Ltd.

   

88,117

     

2,549

   

KPR Mill Ltd.

   

52,016

     

365

   

Mahindra CIE Automotive Ltd. (a)

   

148,616

     

472

   

Orient Electric Ltd.

   

91,378

     

474

   

Welspun India Ltd.

   

355,422

     

654

   
     

5,952

   

Consumer Staples (0.1%):

 

Emami Ltd.

   

55,882

     

393

   

Energy (1.1%):

 

Hindustan Petroleum Corp. Ltd.

   

988,956

     

3,886

   

Reliance Industries Ltd.

   

106,183

     

3,395

   
     

7,281

   

Financials (3.3%):

 

Axis Bank Ltd. (a)

   

121,830

     

1,061

   

Axis Bank Ltd., GDR (a)

   

25,213

     

1,118

   

Canara Bank (a)

   

264,037

     

699

   

Cholamandalam Investment & Finance Co. Ltd.

   

349,180

     

2,556

   

Federal Bank Ltd.

   

2,102,332

     

2,424

   

ICICI Bank Ltd., ADR

   

563,764

     

10,407

   

Power Finance Corp. Ltd.

   

271,900

     

421

   

UTI Asset Management Co. Ltd.

   

213,043

     

3,108

   
     

21,794

   

Health Care (1.0%):

 

Ajanta Pharma Ltd.

   

15,952

     

442

   

Apollo Hospitals Enterprise Ltd.

   

42,499

     

3,213

   

Dr Reddy's Laboratories Ltd.

   

34,834

     

2,172

   

Eris Lifesciences, Ltd. (c)

   

44,051

     

421

   

JB Chemicals & Pharmaceuticals Ltd.

   

17,569

     

383

   
     

6,631

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Industrials (0.9%):

 

Bharat Electronics Ltd.

   

201,201

   

$

546

   

Cummins India Ltd.

   

31,147

     

364

   

Engineers India Ltd.

   

303,326

     

289

   

Grindwell Norton Ltd.

   

23,747

     

511

   

KEI Industries Ltd.

   

59,967

     

882

   

Larsen & Toubro Ltd.

   

142,196

     

3,343

   
     

5,935

   

Information Technology (1.9%):

 

eClerx Services Ltd.

   

35,218

     

1,025

   

Infosys Ltd., ADR

   

374,152

     

8,448

   

Mindtree Ltd.

   

23,346

     

1,340

   

WNS Holdings Ltd., ADR (a)

   

21,271

     

1,788

   
     

12,601

   

Materials (1.0%):

 

Birla Corp. Ltd.

   

20,252

     

364

   

Dalmia Bharat Ltd.

   

87,485

     

2,179

   

Finolex Industries Ltd.

   

197,637

     

556

   

Jindal Steel & Power Ltd. (a)

   

137,214

     

625

   

Tata Chemicals, Ltd.

   

45,541

     

528

   

Tata Steel Ltd.

   

176,922

     

2,511

   
     

6,763

   

Real Estate (0.1%):

 

Prestige Estates Projects Ltd.

   

95,253

     

534

   

Utilities (0.1%):

 

CESC Ltd.

   

425,220

     

495

   

Gujarat Gas Ltd.

   

44,983

     

400

   
     

895

   
     

68,935

   

Indonesia (2.4%):

 

Communication Services (1.0%):

 

PT Media Nusantara Citra Tbk

   

5,579,200

     

373

   

PT Telekomunikasi Indonesia Persero Tbk, ADR (b)

   

144,681

     

4,062

   

PT Telkom Indonesia Persero Tbk

   

8,719,500

     

2,428

   
     

6,863

   

Financials (1.3%):

 

PT Bank Mandiri Persero Tbk

   

6,859,790

     

3,349

   

PT Bank Rakyat Indonesia Persero Tbk

   

19,528,846

     

5,566

   
     

8,915

   

Real Estate (0.1%):

 

PT Puradelta Lestari Tbk

   

26,178,300

     

398

   
     

16,176

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Korea, Republic Of (16.2%):

 

Communication Services (1.1%):

 

AfreecaTV Co. Ltd.

   

5,240

   

$

895

   

LG Uplus Corp.

   

259,677

     

2,956

   

NAVER Corp.

   

9,262

     

2,957

   

Neowiz (a)

   

15,494

     

384

   
     

7,192

   

Consumer Discretionary (1.0%):

 

Coway Co. Ltd.

   

5,106

     

291

   

Hanon Systems

   

197,079

     

2,146

   

Hyundai Mobis Co. Ltd.

   

16,154

     

2,999

   

SL Corp.

   

24,474

     

639

   

Youngone Corp.

   

11,329

     

370

   
     

6,445

   

Consumer Staples (0.5%):

 

Cosmax, Inc. (a)

   

3,296

     

251

   

Dongwon F&B Co. Ltd.

   

1,977

     

302

   

KT&G Corp.

   

29,918

     

2,062

   

Maeil Dairies Co. Ltd.

   

8,807

     

505

   
     

3,120

   

Financials (2.3%):

 

BNK Financial Group, Inc.

   

76,973

     

518

   

DB Insurance Co. Ltd.

   

57,684

     

2,615

   

Hana Financial Group, Inc.

   

80,828

     

2,687

   

KIWOOM Securities Co. Ltd.

   

5,307

     

435

   

Samsung Securities Co. Ltd.

   

60,663

     

2,260

   

Shinhan Financial Group Co. Ltd.

   

89,779

     

2,611

   

Woori Financial Group, Inc.

   

366,759

     

3,883

   
     

15,009

   

Health Care (0.8%):

 

Chong Kun Dang Pharmaceutical Corp.

   

2,595

     

233

   

Hugel, Inc. (a)

   

10,487

     

1,252

   

InBody Co. Ltd.

   

49,092

     

909

   

Osstem Implant Co. Ltd.

   

5,944

     

559

   

PharmaResearch Co. Ltd.

   

8,303

     

538

   

Samsung Biologics Co. Ltd. (a) (c)

   

2,778

     

2,083

   
     

5,574

   

Industrials (1.4%):

 

CJ Corp.

   

20,608

     

1,388

   

DL E&C Co. Ltd. (a)

   

5,706

     

531

   

Hyundai Engineering & Construction Co. Ltd.

   

44,898

     

1,668

   

Hyundai Glovis Co. Ltd.

   

2,687

     

329

   

LG Corp.

   

25,161

     

1,665

   

LIG Nex1 Co. Ltd.

   

9,172

     

414

   

LX INTERNATIONAL CORP.

   

14,306

     

278

   

Samsung Engineering Co. Ltd. (a)

   

161,817

     

2,826

   

SFA Engineering Corp.

   

5,383

     

152

   
     

9,251

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (8.3%):

 

Innox Advanced Materials Co. Ltd. (a)

   

55,719

   

$

1,773

   

LEENO Industrial, Inc.

   

3,770

     

628

   

LG Innotek Co. Ltd.

   

3,436

     

877

   

LX Semicon Co. Ltd.

   

8,583

     

773

   

Partron Co. Ltd.

   

35,799

     

332

   

Samsung Electronics Co. Ltd.

   

634,216

     

38,076

   

SK Hynix, Inc.

   

131,708

     

12,594

   
     

55,053

   

Materials (0.8%):

 

Kolon Industries, Inc.

   

24,441

     

1,453

   

Korea Petrochemical Ind Co. Ltd.

   

3,934

     

564

   

LOTTE Fine Chemical Co. Ltd.

   

6,215

     

408

   

PI Advanced Materials Co. Ltd.

   

52,923

     

2,056

   

Poongsan Corp.

   

20,319

     

489

   

Soulbrain Co. Ltd.

   

1,528

     

330

   
     

5,300

   
     

106,944

   

Malaysia (1.0%):

 

Communication Services (0.1%):

 

Astro Malaysia Holdings Bhd

   

2,674,500

     

609

   

Consumer Discretionary (0.3%):

 

MR DIY Group M Bhd (c)

   

2,637,600

     

2,210

   

Financials (0.3%):

 

Public Bank Bhd

   

2,449,500

     

2,294

   

Information Technology (0.1%):

 

V.S. Industry Bhd

   

1,587,200

     

543

   

Real Estate (0.1%):

 

Eco World Development Group Bhd

   

3,406,400

     

679

   

Utilities (0.1%):

 

Mega First Corp. Bhd

   

456,100

     

380

   
     

6,715

   

Mexico (3.8%):

 

Communication Services (0.4%):

 

America Movil SAB de CV, ADR

   

143,363

     

2,497

   

Megacable Holdings SAB de CV

   

91,904

     

255

   
     

2,752

   

Consumer Discretionary (0.2%):

 

Alsea SAB de CV (a) (b)

   

962,119

     

1,647

   

Consumer Staples (0.3%):

 

Kimberly-Clark de Mexico SAB de CV Class A (b)

   

1,160,100

     

1,822

   

Energy (0.1%):

 

Vista Oil & Gas SAB de CV, ADR (a)

   

110,889

     

557

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (1.3%):

 

Banco del Bajio SA (c)

   

228,525

   

$

384

   

Grupo Financiero Banorte SAB de CV Class O

   

1,415,951

     

8,463

   
     

8,847

   

Industrials (0.0%): (f)

 

Controladora Vuela Cia de Aviacion SAB de CV Class A (a)

   

185,087

     

277

   

Materials (1.1%):

 

Cemex SAB de CV, ADR (a)

   

453,727

     

2,790

   

Grupo Cementos de Chihuahua SAB de CV

   

128,734

     

898

   

Grupo Mexico SAB de CV Class B

   

790,709

     

3,309

   
     

6,997

   

Real Estate (0.4%):

 

Corp Inmobiliaria Vesta SAB de CV

   

1,126,230

     

1,925

   

Macquarie Mexico Real Estate Management SA de CV (c)

   

344,987

     

398

   
     

2,323

   
     

25,222

   

Netherlands (0.4%):

 

Communication Services (0.4%):

 

Yandex NV Class A (a)

   

40,882

     

2,941

   

Philippines (0.3%):

 

Financials (0.3%):

 

BDO Unibank, Inc.

   

741,760

     

1,823

   

Portugal (0.4%):

 

Energy (0.4%):

 

Galp Energia SGPS SA

   

246,695

     

2,315

   

Qatar (0.1%):

 

Energy (0.1%):

 

Qatar Gas Transport Co. Ltd.

   

469,533

     

425

   

Russian Federation (4.9%):

 

Communication Services (0.5%):

 

Mobile TeleSystems PJSC, ADR

   

388,672

     

3,113

   

Consumer Staples (0.3%):

 

Magnit PJSC

   

25,304

     

1,982

   

Energy (2.1%):

 

Gazprom PJSC

   

1,087,480

     

4,882

   

LUKOIL PJSC, ADR

   

64,795

     

5,713

   

Rosneft Oil Co. PJSC, GDR

   

434,783

     

3,274

   
     

13,869

   

Financials (2.0%):

 

Moscow Exchange MICEX PJSC

   

153,080

     

313

   

Sberbank of Russia PJSC, ADR

   

329,652

     

5,575

   

Sberbank of Russia PJSC

   

1,755,012

     

7,492

   
     

13,380

   
     

32,344

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Saudi Arabia (1.0%):

 

Consumer Discretionary (0.4%):

 

Leejam Sports Co. JSC

   

92,289

   

$

2,571

   

Financials (0.6%):

 

The Saudi National Bank

   

243,850

     

3,924

   

Health Care (0.0%): (f)

 

Mouwasat Medical Services Co.

   

9,067

     

411

   
     

6,906

   

Singapore (0.4%):

 

Communication Services (0.4%):

 

Sea Ltd., ADR (a)

   

8,546

     

2,462

   

South Africa (2.2%):

 

Communication Services (0.5%):

 

MTN Group Ltd. (a)

   

322,298

     

3,253

   

Consumer Discretionary (0.0%): (f)

 

Truworths International Ltd.

   

112,656

     

353

   

Energy (0.1%):

 

Exxaro Resources Ltd.

   

39,936

     

381

   

Financials (0.9%):

 

Absa Group Ltd.

   

261,431

     

2,196

   

Capitec Bank Holdings Ltd.

   

22,631

     

2,598

   

Standard Bank Group Ltd.

   

163,072

     

1,325

   
     

6,119

   

Industrials (0.1%):

 

KAP Industrial Holdings Ltd.

   

1,639,049

     

438

   

Materials (0.5%):

 

African Rainbow Minerals Ltd.

   

42,284

     

547

   

Impala Platinum Holdings Ltd.

   

211,823

     

2,654

   
     

3,201

   

Real Estate (0.1%):

 

Redefine Properties Ltd. (a)

   

1,658,857

     

521

   
     

14,266

   

Taiwan (12.8%):

 

Communication Services (0.1%):

 

International Games System Co. Ltd.

   

16,000

     

448

   

Consumer Discretionary (0.3%):

 

Fulgent Sun International Holding Co. Ltd.

   

103,000

     

363

   

Global PMX Co. Ltd.

   

81,000

     

526

   

KMC Kuei Meng International, Inc.

   

55,000

     

395

   

O-TA Precision Industry Co., Ltd.

   

65,000

     

360

   

Taiwan Paiho Ltd.

   

125,000

     

349

   
     

1,993

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (1.1%):

 

CTBC Financial Holding Co. Ltd.

   

3,560,000

   

$

3,117

   

King's Town Bank Co. Ltd.

   

356,000

     

514

   

Yuanta Financial Holding Co. Ltd.

   

3,979,640

     

3,382

   
     

7,013

   

Health Care (0.3%):

 

Pegavision Corp.

   

128,000

     

2,078

   

Industrials (0.2%):

 

Chicony Power Technology Co. Ltd.

   

191,000

     

511

   

China Airlines Ltd. (a)

   

430,000

     

398

   

Evergreen Marine Corp. Ltd.

   

122,000

     

541

   
     

1,450

   

Information Technology (10.3%):

 

Alchip Technologies, Ltd.

   

11,000

     

404

   

ASE Technology Holding Co. Ltd., ADR (b)

   

409,564

     

2,994

   

ASE Technology Holding Co. Ltd.

   

1,451,000

     

5,290

   

AU Optronics Corp.

   

475,000

     

342

   

Chipbond Technology Corp.

   

290,000

     

699

   

Compal Electronics, Inc.

   

456,000

     

379

   

E Ink Holdings, Inc.

   

169,000

     

765

   

Elite Material Co. Ltd.

   

82,000

     

825

   

Gigabyte Technology Co. Ltd.

   

176,000

     

860

   

Hon Hai Precision Industry Co. Ltd., GDR

   

391,875

     

2,881

   

Hon Hai Precision Industry Co. Ltd.

   

788,000

     

2,920

   

King Yuan Electronics Co. Ltd.

   

318,000

     

495

   

Kinsus Interconnect Technology Corp.

   

73,000

     

629

   

Lite-On Technology Corp.

   

195,000

     

422

   

Macronix International Co. Ltd.

   

277,000

     

420

   

MediaTek, Inc.

   

227,000

     

8,230

   

Parade Technologies Ltd.

   

15,000

     

1,143

   

Quanta Computer, Inc.

   

500,000

     

1,541

   

Radiant Opto-Electronics Corp.

   

131,000

     

452

   

Silicon Motion Technology Corp., ADR

   

95,468

     

6,590

   

Simplo Technology Co. Ltd.

   

44,000

     

518

   

Taiwan Semiconductor Manufacturing Co. Ltd.

   

1,254,000

     

26,675

   

Taiwan Semiconductor Manufacturing Co. Ltd., ADR

   

11,798

     

1,382

   

Tong Hsing Electronic Industries Ltd.

   

80,000

     

877

   
     

67,733

   

Materials (0.5%):

 

Cheng Loong Corp.

   

384,000

     

468

   

China General Plastics Corp.

   

557,550

     

675

   

Formosa Plastics Corp.

   

642,000

     

2,355

   
     

3,498

   
     

84,213

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Thailand (2.5%):

 

Consumer Discretionary (0.0%): (f)

 

Sri Trang Agro-Industry PCL

   

354,100

   

$

312

   

Energy (0.4%):

 

PTT PCL

   

2,222,500

     

2,331

   

Financials (0.5%):

 

Thanachart Capital PCL

   

332,600

     

347

   

The Siam Commercial Bank PCL

   

848,200

     

3,063

   
     

3,410

   

Health Care (0.5%):

 

Chularat Hospital PCL

   

4,657,900

     

535

   

Mega Lifesciences PCL

   

1,666,200

     

2,613

   
     

3,148

   

Information Technology (0.1%):

 

Hana Microelectronics PCL Class R

   

239,700

     

664

   

Materials (0.5%):

 

Indorama Ventures PCL

   

1,728,800

     

2,008

   

The Siam Cement PCL (d)

   

135,000

     

1,507

   
     

3,515

   

Real Estate (0.4%):

 

AP Thailand PCL

   

8,490,300

     

2,190

   

Origin Property PCL

   

1,583,500

     

493

   
     

2,683

   

Utilities (0.1%):

 

Gunkul Engineering PCL

   

2,554,600

     

343

   
     

16,406

   

Turkey (1.1%):

 

Communication Services (0.3%):

 

Turk Telekomunikasyon A/S

   

3,004,581

     

2,171

   

Consumer Discretionary (0.1%):

 

Arcelik A/S (b)

   

151,931

     

488

   

Consumer Staples (0.1%):

 

Coca-Cola Icecek A/S

   

78,338

     

503

   

Industrials (0.6%):

 

KOC Holding AS

   

726,368

     

1,495

   

Tekfen Holding A/S

   

187,310

     

258

   

Turkiye Sise ve Cam Fabrikalari A/S

   

2,328,723

     

2,123

   
     

3,876

   

Utilities (0.0%): (f)

 

Enerjisa Enerji A/S (c)

   

336,642

     

328

   
     

7,366

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

United Arab Emirates (0.1%):

 

Real Estate (0.1%):

 

Emaar Development PJSC (a)

   

444,114

   

$

553

   

United Kingdom (1.0%):

 

Consumer Staples (0.5%):

 

Unilever PLC

   

59,536

     

3,064

   

Materials (0.5%):

 

Anglo American PLC

   

92,866

     

3,418

   
     

6,482

   

Total Common Stocks (Cost $519,368)

   

644,632

   

Rights (0.0%)

 

Thailand (0.0%):

 

Real Estate (0.0%):

 

Origin Property PCL Expires 12/10/21 (a) (d) (e)

   

22,327

     

   

Total Rights (Cost $—)

   

   

Exchange-Traded Funds (0.0%) (f)

 

United States (0.0%):

 

iShares MSCI Emerging Markets Small-Cap ETF

   

3,057

     

183

   

Total Exchange-Traded Funds (Cost $169)

   

183

   

Collateral for Securities Loaned^ (0.7%)

 

United States (0.7%):

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

1,154,559

     

1,155

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

2,314,207

     

2,314

   

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

   

1,303,958

     

1,304

   

Total Collateral for Securities Loaned (Cost $4,773)

   

4,773

   

Total Investments (Cost $524,310) — 98.4%

   

649,588

   

Other assets in excess of liabilities — 1.6%

   

10,470

   

NET ASSETS — 100.00%

 

$

660,058

   

^  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)  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 November 30, 2021, the fair value of these securities was $33,625 (thousands) and amounted to 5.1% of net assets.

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2021, illiquid securities were 0.2% of net assets.

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Emerging Markets Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

(e)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of net assets as of November 30, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

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

(g)  Rate disclosed is the daily yield on November 30, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

 


16


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Emerging
Markets Fund
 

Assets:

 

Investments, at value (Cost $524,310)

 

$

649,588

(a)

 

Foreign currency, at value (Cost $364)

   

379

   

Cash

   

16,731

   

Receivables:

 

Interest and dividends

   

280

   

Capital shares issued

   

95

   

Investments sold

   

249

   

Reclaims

   

49

   

From Adviser

   

26

   

Prepaid expenses

   

32

   

Total Assets

   

667,429

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

4,773

   

Capital shares redeemed

   

195

   

Accrued foreign capital gains taxes

   

1,531

   

Accrued expenses and other payables:

 

Investment advisory fees

   

543

   

Administration fees

   

70

   

Custodian fees

   

64

   

Transfer agent fees

   

84

   

Compliance fees

   

(b)

 
12b-1 fees    

(b)

 

Other accrued expenses

   

111

   

Total Liabilities

   

7,371

   

Net Assets:

 

Capital

   

547,408

   

Total accumulated earnings/(loss)

   

112,650

   

Net Assets

 

$

660,058

   

Net Assets

 

Fund Shares

 

$

311,749

   

Institutional Shares

   

348,193

   

Class A

   

116

   

Total

 

$

660,058

   

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

 

Fund Shares

   

14,522

   

Institutional Shares

   

16,229

   

Class A

   

5

   

Total

   

30,756

   

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

 

Fund Shares

 

$

21.47

   

Institutional Shares

 

$

21.45

   

Class A

 

$

21.48

   

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
 

$

22.79

   

(a)  Includes $4,465 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.

 


17


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Emerging
Markets Fund
 

Investment Income:

 

Dividends

 

$

10,205

   

Interest

   

(a)

 

Securities lending (net of fees)

   

31

   

Foreign tax withholding

   

(940

)

 

Total Income

   

9,296

   

Expenses:

 

Investment advisory fees

   

3,490

   

Administration fees — Fund Shares

   

261

   

Administration fees — Institutional Shares

   

187

   

Administration fees — Class A

   

(a)

 

Sub-Administration fees

   

29

   
12b-1 fees — Class A    

(a)

 

Custodian fees

   

213

   

Transfer agent fees — Fund Shares

   

342

   

Transfer agent fees — Institutional Shares

   

187

   

Transfer agent fees — Class A

   

(a)

 

Trustees' fees

   

24

   

Compliance fees

   

2

   

Legal and audit fees

   

57

   

State registration and filing fees

   

26

   

Interfund lending fees

   

(a)

 

Other expenses

   

71

   

Total Expenses

   

4,889

   

Expenses waived/reimbursed by Adviser

   

(61

)

 

Net Expenses

   

4,828

   

Net Investment Income (Loss)

   

4,468

   

Realized/Unrealized Gains (Losses) from Investments:

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

31,341

   

Foreign taxes on realized gains

   

(583

)

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

(133,429

)

 

Net change in accrued foreign taxes on unrealized gains

   

381

   

Net realized/unrealized gains (losses) on investments

   

(102,290

)

 

Change in net assets resulting from operations

 

$

(97,822

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Emerging
Markets Fund
 
    Six Months
Ended
November 30,
2021
(unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

4,468

   

$

6,334

   

Net realized gains (losses) from investments

   

30,758

     

106,033

   

Net change in unrealized appreciation/depreciation on investments

   

(133,048

)

   

195,626

   

Change in net assets resulting from operations

   

(97,822

)

   

307,993

   

Distributions to Shareholders:

 

Fund Shares

   

     

(3,653

)

 

Institutional Shares

   

     

(4,890

)

 

Class A

   

     

(53

)

 

Change in net assets resulting from distributions to shareholders

   

     

(8,596

)

 

Change in net assets resulting from capital transactions

   

(15,299

)

   

(139,789

)

 

Change in net assets

   

(113,121

)

   

159,608

   

Net Assets:

 

Beginning of period

   

773,179

     

613,571

   

End of period

 

$

660,058

   

$

773,179

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

11,579

   

$

26,675

   

Distributions reinvested

   

     

3,610

   

Cost of shares redeemed

   

(25,323

)

   

(77,583

)

 

Total Fund Shares

 

$

(13,744

)

 

$

(47,298

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

20,873

   

$

11,577

   

Distributions reinvested

   

     

4,886

   

Cost of shares redeemed

   

(22,414

)

   

(102,386

)

 

Total Institutional Shares

 

$

(1,541

)

 

$

(85,923

)

 

Class A

 

Proceeds from shares issued

 

$

(a)

 

$

4,791

   

Distributions reinvested

   

     

1

   

Cost of shares redeemed

   

(14

)

   

(11,360

)

 

Total Class A

 

$

(14

)

 

$

(6,568

)

 

Change in net assets resulting from capital transactions

 

$

(15,299

)

 

$

(139,789

)

 

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

 


19


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)  

    USAA Emerging
Markets Fund
 
    Six Months
Ended
November 30,
2021
(unaudited)
  Year
Ended
May 31,
2021
 

Share Transactions:

 

Fund Shares

 

Issued

   

495

     

1,211

   

Reinvested

   

     

167

   

Redeemed

   

(1,085

)

   

(3,708

)

 

Total Fund Shares

   

(590

)

   

(2,330

)

 

Institutional Shares

 

Issued

   

904

     

537

   

Reinvested

   

     

227

   

Redeemed

   

(939

)

   

(4,773

)

 

Total Institutional Shares

   

(35

)

   

(4,009

)

 

Class A

 

Issued

   

(b)

   

278

   

Reinvested

   

     

(b)

 

Redeemed

   

(1

)

   

(551

)

 

Total Class A

   

(1

)

   

(273

)

 

Change in Shares

   

(626

)

   

(6,612

)

 

(b)  Rounds to less than 1,000 shares.

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
Investment
Income
  Total
Distributions
 

USAA Emerging Markets Fund

     

Fund Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

24.66

     

0.14

(e)

   

(3.33

)

   

(3.19

)

   

     

   
Year Ended Mary 31:
2021
 

$

16.16

     

0.16

(e)

   

8.57

     

8.73

     

(0.23

)

   

(0.23

)

 

2020

 

$

17.14

     

0.25

(e)

   

(1.17

)

   

(0.92

)

   

(0.06

)

   

(0.06

)

 

2019

 

$

18.84

     

0.17

     

(1.67

)

   

(1.50

)

   

(0.20

)

   

(0.20

)

 

2018

 

$

17.60

     

0.16

     

1.15

     

1.31

     

(0.07

)

   

(0.07

)

 

2017

 

$

14.24

     

0.07

     

3.43

     

3.50

     

(0.14

)

   

(0.14

)

 

Institutional Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

24.62

     

0.15

(e)

   

(3.32

)

   

(3.17

)

   

     

   
Year Ended May 31:
2021
 

$

16.14

     

0.20

(e)

   

8.55

     

8.75

     

(0.27

)

   

(0.27

)

 

2020

 

$

17.10

     

0.29

(e)

   

(1.17

)

   

(0.88

)

   

(0.08

)

   

(0.08

)

 

2019

 

$

18.79

     

0.18

     

(1.62

)

   

(1.44

)

   

(0.25

)

   

(0.25

)

 

2018

 

$

17.55

     

0.20

     

1.14

     

1.34

     

(0.10

)

   

(0.10

)

 

2017

 

$

14.21

     

0.12

(e)

   

3.40

     

3.52

     

(0.18

)

   

(0.18

)

 

Class A

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

24.58

     

0.24

(e)

   

(3.34

)

   

(3.10

)

   

     

   
Year Ended May 31:
2021
 

$

16.08

     

0.07

(e)

   

8.62

     

8.69

     

(0.19

)

   

(0.19

)

 

2020

 

$

17.08

     

0.20

(e)

   

(1.16

)

   

(0.96

)

   

(0.04

)

   

(0.04

)

 

2019

 

$

18.76

     

0.10

     

(1.62

)

   

(1.52

)

   

(0.16

)

   

(0.16

)

 

2018

 

$

17.55

     

0.12

     

1.13

     

1.25

     

(0.04

)

   

(0.04

)

 

2017

 

$

14.20

     

0.05

     

3.42

     

3.47

     

(0.12

)

   

(0.12

)

 

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

**  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.

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

USAA Emerging Markets Fund

 

Fund Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
 

$

21.47

     

(12.94

)%

   

1.43

%

   

1.16

%

   

1.43

%

 

$

311,749

     

27

%

 
Year Ended Mary 31:
2021
 

$

24.66

     

54.25

%

   

1.45

%

   

0.77

%

   

1.47

%

 

$

372,624

     

73

%(f)

 

2020

 

$

16.16

     

(5.41

)%

   

1.48

%

   

1.44

%

   

1.54

%

 

$

281,937

     

124

%(g)

 

2019

 

$

17.14

     

(7.86

)%

   

1.48

%

   

1.02

%

   

1.48

%

 

$

340,465

     

68

%

 

2018

 

$

18.84

     

7.41

%

   

1.46

%

   

0.86

%

   

1.46

%

 

$

402,401

     

59

%

 

2017

 

$

17.60

     

24.70

%

   

1.51

%

   

0.50

%

   

1.51

%

 

$

374,130

     

45

%

 

Institutional Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
 

$

21.45

     

(12.88

)%

   

1.26

%

   

1.31

%

   

1.28

%

 

$

348,193

     

27

%

 
Year Ended May 31:
2021
 

$

24.62

     

54.46

%

   

1.26

%

   

0.96

%

   

1.29

%

 

$

400,408

     

73

%(f)

 

2020

 

$

16.14

     

(5.17

)%

   

1.29

%

   

1.67

%

   

1.33

%

 

$

327,156

     

124

%(g)

 

2019

 

$

17.10

     

(7.58

)%

   

1.25

%

   

1.24

%

   

1.25

%

 

$

491,978

     

68

%

 

2018

 

$

18.79

     

7.62

%

   

1.28

%

   

1.09

%

   

1.28

%

 

$

596,185

     

59

%

 

2017

 

$

17.55

     

24.93

%

   

1.29

%

   

0.75

%

   

1.29

%

 

$

585,468

     

45

%

 

Class A

 
Six Months Ended
November 30, 2021
(Unaudited)
 

$

21.48

     

(12.61

)%

   

0.69

%

   

2.03

%

   

12.34

%

 

$

116

     

27

%

 
Year Ended May 31:
2021
 

$

24.58

     

54.22

%

   

1.72

%

   

0.36

%

   

1.98

%

 

$

147

     

73

%(f)

 

2020

 

$

16.08

     

(5.65

)%

   

1.75

%

   

1.13

%

   

1.76

%

 

$

4,478

     

124

%(g)

 

2019

 

$

17.08

     

(8.07

)%

   

1.75

%

   

0.73

%

   

1.79

%

 

$

4,745

     

68

%

 

2018

 

$

18.76

     

7.09

%

   

1.72

%(h)

   

0.61

%

   

1.81

%

 

$

5,186

     

59

%

 

2017

 

$

17.55

     

24.53

%

   

1.66

%(i)

   

0.35

%

   

1.87

%

 

$

4,864

     

45

%

 

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2019, 2018 and 2017. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

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

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

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

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

(h)  Prior to October 1, 2017, USAA Asset Management Company (AMCO) (previous Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.65% of the Class A shares' average daily net assets.

(i)  Prior to October 1, 2016, AMCO voluntarily agreed to limit the annual expenses of Class A to 1.75% of the Class A shares' average daily net assets.

See notes to financial statements.

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

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

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
November 30, 2021
 

  (Unaudited)

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

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

In the event that price quotations or valuations are not readily available, 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 November 30, 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

 

$

157,164

   

$

487,468

   

$

(a)

 

$

644,632

   

Rights

   

     

     

(a)

   

   

Exchange-Traded Funds

   

183

     

     

     

183

   

Collateral for Securities Loaned

   

4,773

     

     

     

4,773

   

Total

 

$

162,120

   

$

487,468

   

$

   

$

649,588

   

(a)  Zero market value security.

As of November 30, 2021, there were no significant Level 3 holdings in the fair value hierarchy. For the six months ended November 30, 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 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

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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.

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 November 30, 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 or 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 

$

4,465

   

$

   

$

4,773

   

Foreign Currency Translations:

The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are disclosed as Net change in unrealized appreciation/depreciation on 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 May 31.

Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax years, which includes

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

187,855

   

$

200,447

   

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 November 30, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.4

   

USAA Cornerstone Equity Fund

   

1.7

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 1.00% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 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.

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

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

For the period June 1, 2021 to November 30, 2021, performance adjustments were $(56), $(64) and $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.03)%, (0.03)%, and (1.06)% 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.

VCM entered into an Investment Subadvisory Agreement with Lazard Asset Management LLC ("Lazard"), under which Lazard 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%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the of the Fund Shares, of the Institutional Shares and of the Class A, respectively. Amounts incurred for the six months ended November 30, 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
November 30, 2021
 

  (Unaudited)

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 six months ended November 30, 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. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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 November 30, 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, up to an annual rate of 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 six months ended November 30, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended November 30, 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 six months ended November 30, 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

 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

November 30, 2021, the expense limits (excluding voluntary waivers) were 1.48%, 1.29%, and 1.75% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, as 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 November 30, 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 repayments are not probable at November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

345

   

$

215

   

$

61

   

$

621

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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 28, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex may borrow up

 


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the six months ended November 30, 2021, were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
November 30, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

1,063

     

1

     

0.55

%

 

$

1,063

   

*  For the six months ended November 30, 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.

 


32


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

As of the tax year ended May 31, 2021, the Fund had net capital loss carryforwards as summarized in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Total

 
$

43,301

   

$

43,301

   
 


33


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 

Fund Shares

 

$

1,000.00

   

$

870.60

   

$

1,017.90

   

$

6.71

   

$

7.23

     

1.43

%

 

Institutional Shares

   

1,000.00

     

871.20

     

1,018.75

     

5.91

     

6.38

     

1.26

%

 

Class A

   

1,000.00

     

873.90

     

1,021.61

     

3.24

     

3.50

     

0.69

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year)

 


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  

25559-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Precious Metals and Minerals Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    6    

Statement of Operations

    7    

Statements of Changes in Net Assets

    8    

Financial Highlights

    10    

Notes to Financial Statements

   

12

   

Supplemental Information

   

21

   

Proxy Voting and Portfolio Holdings Information

    21    

Expense Examples

    21    

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


 

USAA Mutual Funds Trust  
USAA Precious Metals and Minerals Fund  November 30, 2021

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term capital appreciation and to protect the purchasing power of shareholders' capital against inflation.

Top 10 Equity Holdings*:

November 30, 2021

(% of Net Assets)

Newmont Corp.

   

11.7

%

 

Barrick Gold Corp.

   

8.5

%

 

Franco-Nevada Corp.

   

6.1

%

 

Kirkland Lake Gold Ltd.

   

4.2

%

 

Wheaton Precious Metals Corp.

   

4.2

%

 

Kinross Gold Corp.

   

3.9

%

 

B2Gold Corp.

   

3.6

%

 

Agnico Eagle Mines Ltd.

   

3.6

%

 

Newcrest Mining Ltd.

   

3.6

%

 

Gold Fields Ltd., ADR

   

3.1

%

 

Portfolio Composition*:

November 30, 2021

(% of Net Assets)

*  Does not include short-term investments purchased with cash collateral from securities loaned.

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

(a)  Percentage is less than 0.05%.

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

 


2


 
USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.8%)

 

Metals & Mining (99.8%):

 

Agnico Eagle Mines Ltd.

   

431,673

   

$

21,497

   

Alamos Gold, Inc. (a)

   

1,064,184

     

8,140

   

Aneka Tambang Tbk

   

27,567,500

     

4,428

   

AngloGold Ashanti Ltd.

   

760,198

     

16,502

   

Argonaut Gold, Inc. (b)

   

655,200

     

1,795

   

B2Gold Corp. (a)

   

5,459,170

     

21,626

   

Barrick Gold Corp.

   

2,673,456

     

50,769

   

Centamin PLC

   

4,216,310

     

5,381

   

Centerra Gold, Inc. (a)

   

1,499,019

     

11,032

   

Cia de Minas Buenaventura SAA, ADR (a) (b)

   

68,157

     

498

   

Coeur Mining, Inc. (b)

   

773,583

     

4,332

   

De Grey Mining, Ltd. (b)

   

1,771,859

     

1,522

   

Dundee Precious Metals, Inc.

   

1,781,264

     

11,338

   

Eldorado Gold Corp. (b)

   

640,839

     

5,755

   

Endeavour Mining PLC (a)

   

544,418

     

12,774

   

Equinox Gold Corp. (b)

   

68,782

     

487

   

Evolution Mining Ltd.

   

4,178,674

     

12,002

   

Franco-Nevada Corp.

   

267,224

     

36,649

   

Gold Fields Ltd., ADR

   

1,606,199

     

18,214

   

Gold Resource Corp.

   

202,002

     

388

   

Gold Road Resources Ltd.

   

548,139

     

568

   

Golden Star Resources Ltd. (b)

   

431,348

     

1,618

   

Great Basin Gold Ltd. (b) (c) (d)

   

8,566,400

     

(e)

 

Great Basin Gold Ltd. (b) (c) (d)

   

6,500,000

     

(e)

 

Harmony Gold Mining Co. Ltd. (a)

   

1,463,504

     

6,297

   

IAMGOLD Corp. (b)

   

1,265,194

     

3,909

   

IAMGOLD Corp. (a) (b)

   

411,532

     

1,266

   

K92 Mining, Inc. (b)

   

483,061

     

2,799

   

Karora Resources, Inc. (b)

   

419,439

     

1,350

   

Kinross Gold Corp.

   

3,928,329

     

23,374

   

Kirkland Lake Gold Ltd.

   

639,234

     

25,278

   

Koza Altin Isletmeleri A/S (b)

   

298,319

     

2,824

   

Lundin Gold, Inc. (b)

   

78,200

     

637

   

Nautilus Minerals, Inc. (b) (c) (d)

   

5,757,622

     

(e)

 

New Gold, Inc. (a) (b)

   

1,183,000

     

1,723

   

Newcrest Mining Ltd.

   

1,259,625

     

21,205

   

Newmont Corp.

   

1,267,934

     

69,635

   

Northern Star Mining Corp. (b) (c) (d)

   

375,000

     

   

Northern Star Resources Ltd.

   

1,656,343

     

11,144

   

Novagold Resources, Inc. (a) (b)

   

274,390

     

1,860

   

OceanaGold Corp. (b)

   

2,161,448

     

3,926

   

Osisko Gold Royalties Ltd.

   

303,400

     

3,708

   

Perseus Mining Ltd. (b) (d)

   

4,838,138

     

5,530

   

Polymetal International PLC

   

613,760

     

11,197

   

Polyus PJSC (h)

   

62,088

     

12,166

   

Pretium Resources, Inc. (b)

   

558,375

     

7,532

   

Ramelius Resources Ltd.

   

4,425,457

     

4,999

   

Regis Resources Ltd.

   

2,733,555

     

3,507

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Resolute Mining Ltd. (a) (b)

   

490,758

   

$

124

   

Royal Gold, Inc.

   

155,900

     

15,595

   

Sandstorm Gold Ltd. (a) (b)

   

1,079,600

     

6,686

   

Shandong Gold Mining Co. Ltd. Class H (a) (f)

   

1,656,200

     

2,973

   

Silver Lake Resources Ltd. (a) (b)

   

4,268,850

     

5,050

   

SSR Mining, Inc. (a)

   

803,122

     

14,593

   

St Barbara Ltd.

   

3,096,281

     

2,979

   

Torex Gold Resources, Inc. (b)

   

946,862

     

10,371

   

Victoria Gold Corp. (b)

   

112,390

     

1,416

   

Wesdome Gold Mines Ltd. (b)

   

639,921

     

6,262

   

West African Resources, Ltd. (b)

   

1,930,796

     

1,796

   

Wheaton Precious Metals Corp. (a)

   

604,258

     

25,272

   

Yamana Gold, Inc.

   

3,023,400

     

12,094

   

Yamana Gold, Inc. (a)

   

960,249

     

3,834

   

Zhaojin Mining Industry Co. Ltd. Class H (a)

   

2,609,000

     

2,723

   

Zijin Mining Group Co. Ltd. Class H

   

8,206,000

     

10,902

   
     

595,851

   

Total Common Stocks (Cost $454,988)

   

595,851

   

Rights (0.0%)

 

Materials (0.0%):

 

Chalice Mining, Ltd. (b) (c)

   

71,841

     

   

Total Rights (Cost $—)

   

   

Collateral for Securities Loaned^ (6.5%)

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

26,714,982

     

26,715

   

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

   

12,275,783

     

12,276

   

Total Collateral for Securities Loaned (Cost $38,991)

   

38,991

   

Total Investments (Cost $493,979) — 106.3%

   

634,842

   

Liabilities in excess of other assets — (6.3)%

   

(37,815

)

 

NET ASSETS — 100.00%

 

$

597,027

   

At November 30, 2021, the Fund's investments in foreign securities were 84.4% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of net assets as of November 30, 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. At November 30, 2021, illiquid securities were 0.9% of the Fund's net assets.

(e)  Rounds to less than $1 thousand.

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

(f)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2021, the fair value of these securities was $2,973 (thousands) and amounted to 0.5% of net assets.

(g)  Rate disclosed is the daily yield on November 30, 2021.

(h)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 2.0% of net assets as of November 30, 2021. (See Note 2 in the Notes to Financial Statements)

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Precious Metals
and Minerals Fund
 

Assets:

 

Investments, at value (Cost $493,979)

 

$

634,842

(a)

 

Foreign currency, at value (Cost $45)

   

45

   

Cash

   

1,842

   

Receivables:

 

Interest and dividends

   

979

   

Capital shares issued

   

249

   

Investments sold

   

537

   

From Adviser

   

4

   

Prepaid expenses

   

32

   

Total Assets

   

638,530

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

38,991

   

Investments purchased

   

246

   

Capital shares redeemed

   

759

   

Accrued foreign capital gains taxes

   

877

   

Accrued expenses and other payables:

 

Investment advisory fees

   

363

   

Administration fees

   

76

   

Custodian fees

   

18

   

Transfer agent fees

   

102

   

Compliance fees

   

(b)

 
12b-1 fees    

3

   

Other accrued expenses

   

68

   

Total Liabilities

   

41,503

   

Net Assets:

 

Capital

   

1,218,758

   

Total accumulated earnings/(loss)

   

(621,731

)

 

Net Assets

 

$

597,027

   

Net Assets

 

Fund Shares

 

$

553,083

   

Institutional Shares

   

20,171

   

Class A

   

23,773

   

Total

 

$

597,027

   

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

 

Fund Shares

   

29,861

   

Institutional Shares

   

1,065

   

Class A

   

1,301

   

Total

   

32,227

   

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

 

Fund Shares

 

$

18.52

   

Institutional Shares

 

$

18.93

   

Class A

 

$

18.28

   

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
 

$

19.40

   

(a)  Includes $36,383 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.

 


6


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Precious Metals
and Minerals Fund
 

Investment Income:

 

Dividends

 

$

8,281

   

Securities lending (net of fees)

   

85

   

Foreign tax withholding

   

(927

)

 

Total Income

   

7,439

   

Expenses:

 

Investment advisory fees

   

2,260

   

Administration fees — Fund Shares

   

441

   

Administration fees — Institutional Shares

   

11

   

Administration fees — Class A

   

18

   

Sub-Administration fees

   

12

   
12b-1 fees — Class A    

29

   

Custodian fees

   

39

   

Transfer agent fees — Fund Shares

   

561

   

Transfer agent fees — Institutional Shares

   

11

   

Transfer agent fees — Class A

   

12

   

Trustees' fees

   

24

   

Compliance fees

   

2

   

Legal and audit fees

   

36

   

State registration and filing fees

   

28

   

Interest fees

   

(a)

 

Other expenses

   

65

   

Total Expenses

   

3,549

   

Expenses waived/reimbursed by Adviser

   

(13

)

 

Net Expenses

   

3,536

   

Net Investment Income (Loss)

   

3,903

   

Realized/Unrealized Gains (Losses) from Investments:

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

6,754

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

(145,128

)

 

Net realized/unrealized gains (losses) on investments

   

(138,374

)

 

Change in net assets resulting from operations

 

$

(134,471

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


7


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Precious Metals
and Minerals Fund
 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31, 2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

3,903

   

$

3,056

   

Net realized gains (losses) from investments

   

6,754

     

54,050

   
Net change in unrealized appreciation/depreciation on
investments
   

(145,128

)

   

55,454

   

Change in net assets resulting from operations

   

(134,471

)

   

112,560

   

Distributions to Shareholders:

 

Fund Shares

   

     

(302

)

 

Institutional Shares

   

     

(40

)

 

Change in net assets resulting from distributions to shareholders

   

     

(342

)

 

Change in net assets resulting from capital transactions

   

(19,091

)

   

(72,907

)

 

Change in net assets

   

(153,562

)

   

39,311

   

Net Assets:

 

Beginning of period

   

750,589

     

711,278

   

End of period

 

$

597,027

   

$

750,589

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

27,025

   

$

104,788

   

Distributions reinvested

   

     

294

   

Cost of shares redeemed

   

(47,024

)

   

(172,453

)

 

Total Fund Shares

 

$

(19,999

)

 

$

(67,371

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

462

   

$

4,482

   

Distributions reinvested

   

     

37

   

Cost of shares redeemed

   

(1,814

)

   

(3,514

)

 

Total Institutional Shares

 

$

(1,352

)

 

$

1,005

   

Class A

 

Proceeds from shares issued

 

$

6,617

   

$

37,689

   

Cost of shares redeemed

   

(4,357

)

   

(44,230

)

 

Total Class A

 

$

2,260

   

$

(6,541

)

 

Change in net assets resulting from capital transactions

 

$

(19,091

)

 

$

(72,907

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,395

     

4,879

   

Reinvested

   

     

14

   

Redeemed

   

(2,457

)

   

(8,129

)

 

Total Fund Shares

   

(1,062

)

   

(3,236

)

 

Institutional Shares

 

Issued

   

25

     

194

   

Reinvested

   

     

2

   

Redeemed

   

(102

)

   

(160

)

 

Total Institutional Shares

   

(77

)

   

36

   

Class A

 

Issued

   

346

     

1,864

   

Redeemed

   

(224

)

   

(2,183

)

 

Total Class A

   

122

     

(319

)

 

Change in Shares

   

(1,017

)

   

(3,519

)

 

See notes to financial statements.

 


8


 

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9


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

 

     

Investment Activities

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

USAA Precious Metals and Minerals Fund

     

Fund Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

22.57

     

0.12

(d)

   

(4.17

)

   

(4.05

)

   

     

   

Year Ended May 31:

 

2021

 

$

19.34

     

0.09

(d)

   

3.15

     

3.24

     

(0.01

)

   

(0.01

)

 

2020

 

$

12.16

     

(0.04

)(d)

   

7.22

     

7.18

     

     

   

2019

 

$

12.87

     

(0.03

)(d)

   

(0.68

)

   

(0.71

)

   

     

   

2018

 

$

12.93

     

(0.05

)(d)

   

(0.01

)

   

(0.06

)

   

     

   

2017

 

$

13.90

     

0.14

     

(0.60

)

   

(0.46

)

   

(0.51

)

   

(0.51

)

 

Institutional Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

23.06

     

0.14

(d)

   

(4.27

)

   

(4.13

)

   

     

   

Year Ended May 31:

 

2021

 

$

19.76

     

0.12

(d)

   

3.22

     

3.34

     

(0.04

)

   

(0.04

)

 

2020

 

$

12.40

     

(0.01

)(d)

   

7.37

     

7.36

     

     

   

2019

 

$

13.06

     

0.01

(d)

   

(0.67

)

   

(0.66

)

   

     

   

2018

 

$

13.07

     

(0.01

)(d)

   

(g)

   

(0.01

)

   

     

   

2017

 

$

13.98

     

0.07

(d)

   

(0.47

)

   

(0.40

)

   

(0.51

)

   

(0.51

)

 

Class A

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

22.29

     

0.10

(d)

   

(4.11

)

   

(4.01

)

   

     

   

Year Ended May 31:

 

2021

 

$

19.13

     

0.04

(d)

   

3.12

     

3.16

     

     

   

2020

 

$

12.04

     

(0.05

)(d)

   

7.14

     

7.09

     

     

   

2019

 

$

12.74

     

(0.03

)(d)

   

(0.67

)

   

(0.70

)

   

     

   

2018

 

$

12.82

     

0.16

     

(0.24

)

   

(0.08

)

   

     

   

2017

 

$

13.79

     

0.04

     

(0.50

)

   

(0.46

)

   

(0.51

)

   

(0.51

)

 

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

**  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.

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Precious Metals and Minerals Fund

 

Fund Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

18.52

     

(17.94

)%

   

1.12

%

   

1.24

%

   

1.12

%

 

$

553,083

     

3

%

 

Year Ended May 31:

 

2021

   

   

$

22.57

     

16.69

%

   

1.12

%

   

0.41

%

   

1.12

%

 

$

697,969

     

7

%

 

2020

   

   

$

19.34

     

59.13

%

   

1.19

%

   

(0.25

)%

   

1.19

%

 

$

660,770

     

47

%(e)

 

2019

   

   

$

12.16

     

(5.52

)%

   

1.31

%

   

(0.22

)%

   

1.31

%

 

$

468,208

     

7

%

 

2018

   

   

$

12.87

     

(0.46

)%

   

1.23

%

   

(0.36

)%

   

1.23

%

 

$

540,952

     

13

%

 

2017

   

   

$

12.93

     

(2.68

)%

   

1.22

%

   

0.02

%

   

1.22

%

 

$

585,515

     

14

%

 

Institutional Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

18.93

     

(17.91

)%

   

0.96

%

   

1.41

%

   

1.04

%

 

$

20,171

     

3

%

 

Year Ended May 31:

 

2021

   

   

$

23.06

     

16.90

%

   

0.99

%

   

0.55

%

   

1.05

%

 

$

26,338

     

7

%

 

2020

   

   

$

19.76

     

59.35

%

   

1.00

%

   

(0.05

)%

   

1.06

%

 

$

21,855

     

47

%(e)

 

2019

   

   

$

12.40

     

(5.05

)%

   

1.00

%(f)

   

0.12

%

   

1.19

%

 

$

21,327

     

7

%

 

2018

   

   

$

13.06

     

(0.08

)%

   

0.89

%

   

(0.07

)%

   

0.89

%

 

$

3,632

     

13

%

 

2017

   

   

$

13.07

     

(2.23

)%

   

0.76

%

   

0.46

%

   

0.76

%

 

$

2,893

     

14

%

 

Class A

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

18.28

     

(17.99

)%

   

1.30

%

   

1.00

%

   

1.34

%

 

$

23,773

     

3

%

 

Year Ended May 31:

 

2021

   

   

$

22.29

     

16.52

%

   

1.31

%

   

0.21

%

   

1.34

%

 

$

26,282

     

7

%

 

2020

   

   

$

19.13

     

58.89

%

   

1.27

%

   

(0.32

)%

   

1.27

%

 

$

28,653

     

47

%(e)

 

2019

   

   

$

12.04

     

(5.49

)%

   

1.38

%

   

(0.27

)%

   

1.38

%

 

$

17,744

     

7

%

 

2018

   

(g)

 

$

12.74

     

(0.62

)%

   

1.30

%

   

(0.43

)%

   

1.30

%

 

$

16,881

     

13

%

 

2017

   

(g)

 

$

12.82

     

(2.68

)%

   

1.30

%

   

(0.04

)%

   

1.30

%

 

$

18,309

     

14

%

 

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

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

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

(f)  Effective June 6, 2018, USAA Asset Management Company ("AMCO") (previous Adviser) has voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.00% of the Institutional Shares' average daily net assets.

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

See notes to financial statements.

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

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

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.

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

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

In the event that price quotations or valuations are not readily available, 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 November 30, 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

 

$

583,685

   

$

12,166

   

$

(a)

 

$

595,851

   

Rights

   

     

     

(a)

   

   

Collateral for Securities Loaned

   

38,991

     

     

     

38,991

   

Total

 

$

622,676

   

$

12,166

   

$

   

$

634,842

   

(a)  Zero market value security.

As of November 30, 2021, there were no significant Level 3 holdings in the fair value hierarchy. For the six months ended November 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Investment Companies:

Open-End Funds:

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

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 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 or 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.

Litigation income received during the year is recorded as realized gains by the Fund when such information becomes known. Gains of this type are infrequent to the Fund are not expected to reoccur on a consistent basis. Class action litigation income received by the Fund for the six months ended November 30, 2021, amounted to $753 (amount in thousands) and is reflected on the Statement of Operations within Net realized gains (losses) from investment securities and foreign currency translations.

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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

36,383

   

$

   

$

38,991

   

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 May 31.

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

Allocations:

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

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

19,514

   

$

31,964

   

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 November 30, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.2

   

USAA Cornerstone Equity Fund

   

0.1

   

USAA Target Retirement Income Fund

   

0.4

   

USAA Target Retirement 2030 Fund

   

0.8

   

USAA Target Retirement 2040 Fund

   

0.9

   

USAA Target Retirement 2050 Fund

   

0.5

   

USAA Target Retirement 2060 Fund

   

0.1

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.

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

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

 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 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 Precious Metals Equity Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period June 1, 2021 to November 30, 2021, performance adjustments were $(105), $(4) and $(5) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.04)%, and (0.04)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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 of the Fund Shares, of the Institutional Shares, and of the Class A, respectively. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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, up to an annual rate of 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 six months ended November 30, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended November 30, 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 six months ended November 30, 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 November 30, 2021, the expense limits (excluding voluntary waivers) were 1.27%, 1.00%, and 1.34% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, as 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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 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 repayments are not probable at November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 

$

12

   

$

23

   

$

13

   

$

48

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the six months ended November 30, 2021.

8. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

As of the tax year ended May 31, 2021, the Fund had net capital loss carryforwards as summarized in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

9,939

   

$

750,642

   

$

760,581

   
 


20


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 

Fund Shares

 

$

1,000.00

   

$

820.60

   

$

1,019.45

   

$

5.11

   

$

5.67

   

$

1.12

%

 

Institutional Shares

   

1,000.00

     

820.90

     

1,020.26

     

4.38

     

4.86

     

0.96

%

 

Class A

   

1,000.00

     

820.10

     

1,018.55

     

5.93

     

6.58

     

1.30

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


21


 

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  

23408-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA International Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    24    

Statement of Operations

    25    

Statements of Changes in Net Assets

    26    

Financial Highlights

    28    

Notes to Financial Statements

   

32

   

Supplemental Information

   

42

   

Proxy Voting and Portfolio Holdings Information

    42    

Expense Examples

    42    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 
USAA Mutual Funds Trust
USAA International Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Sectors:

November 30, 2021

(% of Net Assets)

Financials

   

17.3

%

 

Industrials

   

15.9

%

 

Health Care

   

11.8

%

 

Information Technology

   

11.2

%

 

Consumer Discretionary

   

11.3

%

 

Consumer Staples

   

7.2

%

 

Materials

   

6.3

%

 

Communication Services

   

6.1

%

 

Energy

   

5.2

%

 

Utilities

   

3.0

%

 

Country Allocation:

November 30, 2021

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio and short-term investments purchased with cash collateral from securities loaned.

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

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

 


2


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.0%)

 

Argentina (0.0%): (a)

 

Energy (0.0%):

 

YPF SA, ADR (b)

   

99,984

   

$

358

   

Australia (4.7%):

 

Consumer Discretionary (0.9%):

 

Aristocrat Leisure Ltd.

   

588,746

     

18,295

   

Lovisa Holdings Ltd.

   

226,325

     

3,291

   

PWR Holdings Ltd.

   

632,898

     

4,011

   
     

25,597

   

Consumer Staples (0.0%): (a)

 

Select Harvests Ltd.

   

302,733

     

1,406

   

Energy (0.1%):

 

Santos Ltd.

   

306,116

     

1,380

   

Woodside Petroleum Ltd.

   

120,151

     

1,823

   
     

3,203

   

Financials (0.8%):

 

Australia & New Zealand Banking Group Ltd.

   

186,841

     

3,531

   

Macquarie Group Ltd.

   

152,897

     

21,288

   
     

24,819

   

Health Care (0.9%):

 

CSL Ltd.

   

103,646

     

22,532

   

Nanosonics Ltd. (b)

   

435,857

     

1,680

   

Sonic Healthcare Ltd.

   

71,012

     

2,146

   
     

26,358

   

Industrials (0.3%):

 

Austal Ltd.

   

1,436,152

     

1,860

   

IPH Ltd.

   

420,261

     

2,667

   

Johns Lyng Group Ltd.

   

867,380

     

4,581

   
     

9,108

   

Information Technology (0.1%):

 

Bravura Solutions Ltd.

   

722,992

     

1,302

   

Infomedia Ltd.

   

1,535,148

     

1,601

   
     

2,903

   

Materials (0.9%):

 

BHP Group Ltd. (c)

   

700,950

     

19,632

   

Ramelius Resources Ltd.

   

3,048,308

     

3,423

   

Rio Tinto Ltd.

   

35,538

     

2,358

   
     

25,413

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Real Estate (0.7%):

 

Charter Hall Group

   

195,354

   

$

2,653

   

Scentre Group

   

6,845,355

     

14,979

   

Stockland

   

726,692

     

2,243

   
     

19,875

   
     

138,682

   

Austria (0.2%):

 

Financials (0.2%):

 

Erste Group Bank AG

   

73,709

     

3,229

   

Raiffeisen Bank International AG

   

60,654

     

1,804

   
     

5,033

   

Industrials (0.0%): (a)

 

ANDRITZ AG

   

40,878

     

1,951

   
     

6,984

   

Belgium (0.7%):

 

Financials (0.2%):

 

Ageas SA

   

73,531

     

3,802

   

KBC Group NV

   

23,088

     

1,938

   
     

5,740

   

Information Technology (0.5%):

 

Melexis NV

   

132,095

     

15,380

   
     

21,120

   

Brazil (0.5%):

 

Communication Services (0.1%):

 

Telefonica Brasil SA

   

257,731

     

2,306

   

Consumer Staples (0.1%):

 

Sendas Distribuidora SA

   

653,707

     

1,483

   

Energy (0.1%):

 

Petro Rio SA (b)

   

677,200

     

2,444

   

Ultrapar Participacoes SA

   

347,048

     

891

   
     

3,335

   

Financials (0.1%):

 

Banco Santander Brasil SA

   

451,500

     

2,648

   

Utilities (0.1%):

 

Cia de Saneamento Basico do Estado de Sao Paulo

   

436,957

     

2,618

   

Cia Energetica de Minas Gerais Preference Shares

   

745,300

     

1,743

   
     

4,361

   
     

14,133

   

Canada (1.8%):

 

Energy (0.4%):

 

ARC Resources Ltd. (c)

   

176,289

     

1,547

   

Cameco Corp.

   

88,258

     

2,059

   

Ovintiv, Inc.

   

47,249

     

1,641

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Parex Resources, Inc.

   

190,104

   

$

3,048

   

Suncor Energy, Inc.

   

79,940

     

1,948

   

Tourmaline Oil Corp.

   

53,099

     

1,767

   
     

12,010

   

Financials (0.6%):

 

Bank of Montreal

   

31,456

     

3,276

   

iA Financial Corp., Inc.

   

49,894

     

2,651

   

IGM Financial, Inc.

   

84,075

     

3,039

   

National Bank of Canada

   

54,743

     

4,255

   

Sun Life Financial, Inc.

   

67,579

     

3,589

   
     

16,810

   

Industrials (0.2%):

 

Finning International, Inc.

   

70,479

     

1,796

   

Savaria Corp. (c)

   

174,865

     

2,541

   

TFI International, Inc.

   

21,503

     

2,135

   
     

6,472

   

Information Technology (0.1%):

 

Quarterhill, Inc.

   

855,238

     

1,734

   

Materials (0.5%):

 

Barrick Gold Corp. (c)

   

180,522

     

3,431

   

Kinross Gold Corp.

   

400,451

     

2,383

   

Nutrien Ltd.

   

36,634

     

2,429

   

Teck Resources Ltd. Class B

   

73,388

     

1,946

   

Wesdome Gold Mines Ltd. (b)

   

288,239

     

2,821

   

West Fraser Timber Co. Ltd.

   

27,880

     

2,293

   
     

15,303

   
     

52,329

   

China (2.2%):

 

Communication Services (0.6%):

 

Focus Media Information Technology Co. Ltd. Class A

   

2,947,905

     

3,284

   

Tencent Holdings Ltd.

   

270,500

     

15,776

   
     

19,060

   

Consumer Discretionary (0.6%):

 

Alibaba Group Holding Ltd., ADR (b)

   

12,706

     

1,620

   

BYD Co. Ltd. Class H

   

57,500

     

2,262

   

Dongfeng Motor Group Co. Ltd. Class H

   

4,128,573

     

3,833

   

Haier Smart Home Co. Ltd. Class H

   

663,973

     

2,478

   

JD.com, Inc., ADR (b)

   

20,810

     

1,750

   

Li Ning Co. Ltd.

   

145,500

     

1,646

   

Zhongsheng Group Holdings Ltd.

   

479,000

     

3,923

   
     

17,512

   

Consumer Staples (0.1%):

 

Tingyi Cayman Islands Holding Corp.

   

1,166,000

     

2,253

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (0.5%):

 

Bank of China Ltd. Class H

   

5,783,000

   

$

2,008

   

China Construction Bank Corp. Class H

   

2,760,000

     

1,799

   

China Merchants Bank Co. Ltd. Class H

   

774,000

     

5,996

   

Huatai Securities Co. Ltd. Class H (d)

   

1,586,200

     

2,273

   

New China Life Insurance Co. Ltd. Class H

   

615,500

     

1,644

   
     

13,720

   

Health Care (0.1%):

 

Shanghai Fosun Pharmaceutical Group Co. Ltd. Class H

   

418,000

     

2,160

   

Industrials (0.1%):

 

China Railway Group Ltd. Class H

   

4,164,000

     

1,980

   

COSCO SHIPPING Holdings Co. Ltd. Class H (b) (c)

   

1,028,700

     

1,753

   
     

3,733

   

Materials (0.1%):

 

Anhui Conch Cement Co. Ltd. Class H

   

682,500

     

3,107

   

Utilities (0.1%):

 

China Longyuan Power Group Corp. Ltd. Class H

   

976,000

     

1,995

   
     

63,540

   

Denmark (1.2%):

 

Consumer Discretionary (0.1%):

 

Pandora A/S

   

15,113

     

1,881

   

TCM Group A/S

   

93,642

     

2,285

   
     

4,166

   

Consumer Staples (0.6%):

 

Carlsberg A/S Class B

   

17,814

     

2,767

   

Royal Unibrew A/S

   

135,162

     

14,407

   
     

17,174

   

Health Care (0.1%):

 

Novo Nordisk A/S Class B

   

41,687

     

4,463

   

Industrials (0.3%):

 

AP Moller — Maersk A/S Class B

   

1,198

     

3,607

   

INVISIO AB

   

188,153

     

3,261

   

Per Aarsleff Holding A/S

   

44,295

     

1,868

   
     

8,736

   

Utilities (0.1%):

 

Orsted A/S (d)

   

12,022

     

1,546

   
     

36,085

   

Finland (0.4%):

 

Health Care (0.1%):

 

Revenio Group Oyj

   

64,563

     

4,112

   

Industrials (0.1%):

 

Metso Outotec Oyj

   

260,234

     

2,622

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.2%):

 

Nokia Oyj (b)

   

1,010,236

   

$

5,662

   
     

12,396

   

France (8.4%):

 

Communication Services (0.2%):

 

Orange SA

   

356,334

     

3,830

   

Publicis Groupe SA

   

44,617

     

2,887

   
     

6,717

   

Consumer Discretionary (2.5%):

 

La Francaise des Jeux SAEM (d)

   

369,736

     

17,123

   

LVMH Moet Hennessy Louis Vuitton SE

   

67,257

     

52,294

   

Renault SA (b)

   

69,243

     

2,228

   
     

71,645

   

Consumer Staples (0.2%):

 

Carrefour SA

   

164,448

     

2,720

   

Pernod Ricard SA (c)

   

15,460

     

3,547

   
     

6,267

   

Energy (0.6%):

 

Gaztransport Et Technigaz SA

   

54,765

     

4,393

   

TotalEnergies SE

   

311,676

     

14,340

   
     

18,733

   

Financials (0.9%):

 

Amundi SA (d)

   

18,533

     

1,541

   

AXA SA

   

314,854

     

8,654

   

BNP Paribas SA

   

152,351

     

9,468

   

SCOR SE

   

70,727

     

2,220

   

Societe Generale SA

   

172,592

     

5,370

   
     

27,253

   

Health Care (0.3%):

 

Korian SA

   

1

     

(e)

 

Pharmagest Interactive

   

24,859

     

2,409

   

Sanofi

   

26,361

     

2,506

   

Sartorius Stedim Biotech

   

3,254

     

1,921

   

Vetoquinol SA

   

20,263

     

3,029

   
     

9,865

   

Industrials (1.1%):

 

Cie de Saint-Gobain

   

170,107

     

10,789

   

Dassault Aviation SA

   

16,650

     

1,578

   

Eiffage SA

   

17,323

     

1,613

   

Rexel SA

   

111,379

     

2,042

   

Safran SA

   

87,954

     

9,823

   

Teleperformance

   

4,940

     

2,032

   

Thermador Groupe

   

38,551

     

4,090

   
     

31,967

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (1.5%):

 

Capgemini SE

   

144,831

   

$

33,434

   

Edenred

   

35,055

     

1,568

   

Esker SA

   

12,820

     

5,041

   

Lectra

   

80,344

     

3,509

   

MGI Digital Graphic Technology (b) (c)

   

34,869

     

1,370

   
     

44,922

   

Materials (0.8%):

 

Arkema SA

   

176,130

     

23,093

   

Utilities (0.3%):

 

Engie SA

   

502,166

     

7,264

   
     

247,726

   

Germany (7.3%):

 

Communication Services (0.1%):

 

Deutsche Telekom AG

   

206,299

     

3,633

   

Consumer Discretionary (1.0%):

 

Ceconomy AG (b)

   

229,825

     

912

   

Continental AG (b)

   

31,255

     

3,342

   

Daimler AG

   

57,090

     

5,346

   

Volkswagen AG Preference Shares

   

97,481

     

17,808

   
     

27,408

   

Consumer Staples (0.0%): (a)

 

METRO AG

   

51,404

     

582

   

Energy (0.3%):

 

CropEnergies AG

   

180,221

     

2,407

   

VERBIO Vereinigte BioEnergie AG (c)

   

79,395

     

6,140

   
     

8,547

   

Financials (1.1%):

 

Allianz SE Registered Shares

   

133,370

     

28,943

   

Hannover Rueck SE

   

8,716

     

1,523

   

Muenchener Rueckversicherungs-Gesellschaft AG Class R

   

5,153

     

1,385

   
     

31,851

   

Health Care (0.7%):

 

Eckert & Ziegler Strahlen- und Medizintechnik AG

   

45,348

     

4,994

   

Fresenius SE & Co. KGaA

   

136,034

     

5,148

   

Merck KGaA

   

17,084

     

4,222

   

Nexus AG

   

68,862

     

5,634

   
     

19,998

   

Industrials (2.0%):

 
2G Energy AG (c)    

29,918

     

3,622

   

Amadeus Fire AG

   

22,623

     

4,648

   

Cewe Stiftung & Co. KGaA

   

22,217

     

3,189

   

Deutsche Post AG Registered Shares

   

72,384

     

4,275

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Dr Hoenle AG (c)

   

61,613

   

$

2,781

   

Siemens AG Registered Shares

   

253,169

     

40,356

   
     

58,871

   

Information Technology (1.8%):

 

Basler AG

   

37,081

     

6,179

   

Infineon Technologies AG

   

61,320

     

2,772

   

PVA TePla AG (b)

   

101,779

     

4,941

   

SAP SE

   

274,290

     

35,148

   

Secunet Security Networks AG

   

10,116

     

4,759

   
     

53,799

   

Materials (0.1%):

 

Covestro AG (d)

   

48,828

     

2,754

   

HeidelbergCement AG

   

16,897

     

1,124

   
     

3,878

   

Real Estate (0.1%):

 

LEG Immobilien SE

   

13,582

     

1,900

   

Utilities (0.1%):

 

E.ON SE

   

256,633

     

3,166

   
     

213,633

   

Hong Kong (2.1%):

 

Communication Services (0.1%):

 

NetDragon Websoft Holdings Ltd.

   

835,000

     

1,902

   

Consumer Discretionary (0.1%):

 

Chow Tai Fook Jewellery Group Ltd.

   

894,600

     

1,600

   

Consumer Staples (0.0%): (a)

 

WH Group Ltd. (d)

   

1,538,061

     

968

   

Financials (0.9%):

 

AIA Group Ltd.

   

2,384,800

     

25,106

   

Information Technology (0.1%):

 

Lenovo Group Ltd.

   

4,138,000

     

4,237

   

Real Estate (0.9%):

 

CK Asset Holdings Ltd.

   

4,329,830

     

24,768

   

Sun Hung Kai Properties Ltd.

   

165,000

     

2,009

   
     

26,777

   
     

60,590

   

Hungary (0.1%):

 

Financials (0.1%):

 

OTP Bank Nyrt (b)

   

62,641

     

3,461

   

India (0.7%):

 

Communication Services (0.1%):

 

Zee Entertainment Enterprises Ltd.

   

353,665

     

1,526

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Energy (0.2%):

 

Oil & Natural Gas Corp. Ltd.

   

1,329,154

   

$

2,494

   

Reliance Industries Ltd.

   

111,241

     

3,557

   
     

6,051

   

Financials (0.1%):

 

Canara Bank (b)

   

1,652,362

     

4,376

   

Health Care (0.0%): (a)

 

Cadila Healthcare Ltd.

   

214,414

     

1,326

   

Information Technology (0.1%):

 

Infosys Ltd.

   

171,642

     

3,904

   

Materials (0.1%):

 

UPL Ltd.

   

203,230

     

1,846

   

Utilities (0.1%):

 

Power Grid Corp. of India Ltd.

   

918,392

     

2,525

   
     

21,554

   

Indonesia (0.2%):

 

Communication Services (0.1%):

 

PT Sarana Menara Nusantara Tbk

   

25,752,000

     

2,084

   

Financials (0.1%):

 

PT Bank Mandiri Persero Tbk

   

7,903,957

     

3,859

   
     

5,943

   

Ireland (0.4%):

 

Financials (0.2%):

 

AIB Group PLC (b)

   

945,432

     

2,072

   

Bank of Ireland Group PLC (b)

   

553,523

     

3,026

   
     

5,098

   

Health Care (0.1%):

 

ICON PLC (b)

   

18,276

     

4,943

   

Industrials (0.1%):

 

DCC PLC

   

38,054

     

2,802

   
     

12,843

   

Israel (0.2%):

 

Consumer Discretionary (0.1%):

 

Maytronics Ltd.

   

134,933

     

3,422

   

Information Technology (0.1%):

 

Allot Ltd. (b)

   

161,674

     

1,825

   

Check Point Software Technologies Ltd. (b)

   

15,947

     

1,775

   
     

3,600

   
     

7,022

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Italy (3.6%):

 

Energy (0.3%):

 

Eni SpA

   

524,080

   

$

6,906

   

Saipem SpA (b) (c)

   

634,416

     

1,259

   
     

8,165

   

Financials (0.6%):

 

Assicurazioni Generali SpA

   

246,796

     

4,944

   

Banca Generali SpA (c)

   

147,433

     

6,027

   
BPER Banca    

682,381

     

1,297

   

UniCredit SpA

   

478,907

     

5,782

   
     

18,050

   

Health Care (0.9%):

 

El.En. SpA

   

349,648

     

6,005

   

Recordati Industria Chimica e Farmaceutica SpA

   

305,519

     

19,167

   
     

25,172

   

Industrials (0.0%): (a)

 

Leonardo SpA (b)

   

201,250

     

1,361

   

Information Technology (0.3%):

 

Nexi SpA (b) (c) (d)

   

104,728

     

1,602

   

Sesa SpA

   

34,654

     

6,892

   
     

8,494

   

Utilities (1.5%):

 

ACEA SpA

   

90,314

     

1,836

   

Enel SpA

   

3,264,981

     

24,738

   

Snam SpA

   

2,878,880

     

16,222

   
     

42,796

   
     

104,038

   

Japan (22.8%):

 

Communication Services (1.8%):

 

Akatsuki, Inc.

   

67,700

     

1,630

   

Capcom Co. Ltd.

   

558,100

     

13,893

   

DeNA Co. Ltd.

   

114,440

     

1,690

   

Fuji Media Holdings, Inc.

   

73,338

     

726

   

Intage Holdings, Inc. (c)

   

208,800

     

3,219

   

Kakaku.com, Inc.

   

546,900

     

15,283

   

KDDI Corp.

   

89,000

     

2,583

   

MarkLines Co. Ltd.

   

133,200

     

3,103

   

Nippon Telegraph & Telephone Corp.

   

82,300

     

2,265

   

Nippon Television Holdings, Inc.

   

141,244

     

1,425

   

SoftBank Group Corp.

   

17,600

     

925

   

ValueCommerce Co. Ltd.

   

110,500

     

4,398

   

ZIGExN Co. Ltd.

   

394,100

     

1,071

   
     

52,211

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Consumer Discretionary (4.2%):

 

Arcland Service Holdings Co. Ltd. (c)

   

120,000

   

$

2,380

   

Benesse Holdings, Inc.

   

9,309

     

181

   

Honda Motor Co. Ltd.

   

301,032

     

8,245

   

IBJ, Inc.

   

208,400

     

1,870

   

Isuzu Motors Ltd.

   

382,394

     

5,126

   

Mitsubishi Motors Corp. (b)

   

342,604

     

1,102

   

Nikon Corp.

   

231,545

     

2,397

   

Nissan Motor Co. Ltd. (b)

   

688,023

     

3,402

   

Shimamura Co. Ltd.

   

37,498

     

3,204

   

Shoei Co. Ltd.

   

98,200

     

4,153

   

Sony Group Corp.

   

100,700

     

12,288

   

Subaru Corp.

   

192,020

     

3,617

   

Sumitomo Electric Industries Ltd.

   

237,670

     

3,111

   

The Furukawa Battery Co. Ltd. (c)

   

188,500

     

2,427

   

Toyo Tire Corp.

   

99,300

     

1,507

   

Toyota Motor Corp.

   

2,994,300

     

53,124

   

ZOZO, Inc.

   

512,700

     

16,252

   
     

124,386

   

Consumer Staples (1.1%):

 

Ajinomoto Co., Inc.

   

79,300

     

2,378

   

Asahi Group Holdings Ltd.

   

47,100

     

1,737

   

Create SD Holdings Co. Ltd. (c)

   

85,700

     

2,357

   

G-7 Holdings, Inc.

   

131,200

     

1,911

   

Retail Partners Co. Ltd.

   

189,300

     

2,025

   

Rock Field Co. Ltd.

   

104,800

     

1,327

   

Seven & i Holdings Co. Ltd.

   

43,500

     

1,752

   

Toyo Suisan Kaisha Ltd.

   

387,300

     

15,674

   

Transaction Co. Ltd. (c)

   

274,300

     

2,339

   
     

31,500

   

Energy (0.1%):

 

Inpex Corp.

   

484,784

     

3,967

   

Financials (2.7%):

 

Dai-ichi Life Holdings, Inc.

   

221,003

     

4,428

   

JAFCO Group Co. Ltd.

   

133,100

     

8,317

   

Mitsubishi UFJ Financial Group, Inc.

   

4,334,842

     

22,897

   

Mizuho Financial Group, Inc.

   

192,450

     

2,373

   

Nomura Holdings, Inc.

   

638,964

     

2,678

   

ORIX Corp.

   

205,300

     

4,046

   

Resona Holdings, Inc.

   

1,236,716

     

4,517

   

Sumitomo Mitsui Financial Group, Inc.

   

252,784

     

8,225

   

Sumitomo Mitsui Trust Holdings, Inc.

   

135,947

     

4,247

   

T&D Holdings, Inc.

   

453,733

     

5,334

   

Tokio Marine Holdings, Inc.

   

260,700

     

13,094

   
     

80,156

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Health Care (2.6%):

 

Alfresa Holdings Corp.

   

115,650

   

$

1,565

   

BML, Inc.

   

55,200

     

1,716

   

Eisai Co. Ltd.

   

23,576

     

1,425

   

Hoya Corp.

   

232,300

     

36,775

   

Japan Lifeline Co. Ltd.

   

180,000

     

1,678

   

Japan Medical Dynamic Marketing, Inc.

   

131,500

     

2,239

   

Ono Pharmaceutical Co. Ltd.

   

220,430

     

4,863

   

Otsuka Holdings Co. Ltd.

   

42,100

     

1,525

   

Shionogi & Co. Ltd.

   

293,182

     

20,470

   

Takeda Pharmaceutical Co. Ltd.

   

125,261

     

3,352

   
     

75,608

   

Industrials (5.5%):

 

AGC, Inc.

   

52,700

     

2,567

   

Altech Corp.

   

120,500

     

1,988

   

BeNext-Yumeshin Group Co.

   

156,618

     

2,299

   

Chiyoda Corp. (b)

   

143,171

     

469

   

CTI Engineering Co. Ltd.

   

97,100

     

2,025

   

Dai-Dan Co. Ltd.

   

97,800

     

1,767

   

Denyo Co. Ltd.

   

149,100

     

2,174

   

en Japan, Inc.

   

328,200

     

10,210

   

Fuji Corp.

   

108,100

     

2,360

   

Fuji Electric Co. Ltd.

   

600,500

     

31,266

   

Giken Ltd.

   

38,600

     

1,407

   

gremz, Inc.

   

151,400

     

3,367

   

Hino Motors Ltd.

   

428,342

     

3,535

   

Hitachi Ltd.

   

61,600

     

3,609

   

ITOCHU Corp.

   

130,800

     

3,741

   

JAC Recruitment Co. Ltd.

   

120,200

     

2,103

   

Japan Airlines Co. Ltd. Class C (b)

   

181,210

     

3,267

   

JGC Holdings Corp.

   

265,868

     

2,235

   

Kamigumi Co. Ltd.

   

86,020

     

1,586

   

Komatsu Ltd.

   

66,300

     

1,500

   

Maeda Kosen Co. Ltd.

   

97,000

     

3,004

   

METAWATER Co. Ltd.

   

102,100

     

1,755

   

Mirait Holdings Corp.

   

140,300

     

2,425

   

Mitsubishi Electric Corp.

   

128,700

     

1,608

   

Mitsubishi Heavy Industries Ltd.

   

56,308

     

1,263

   

Mitsui & Co. Ltd.

   

112,200

     

2,523

   

Nichireki Co. Ltd.

   

218,000

     

2,505

   

Nihon Flush Co. Ltd.

   

169,800

     

1,591

   

Nippon Yusen

   

233,300

     

15,113

   

NS Tool Co. Ltd.

   

189,900

     

2,394

   

OKUMA Corp.

   

177,300

     

7,373

   

Rheon Automatic Machinery Co. Ltd.

   

154,400

     

1,779

   

Sanwa Holdings Corp.

   

1,002,800

     

10,699

   

Shinwa Co. Ltd.

   

122,800

     

2,096

   

Sinko Industries Ltd.

   

149,800

     

2,421

   

S-Pool, Inc.

   

402,100

     

4,484

   

Sumitomo Heavy Industries Ltd.

   

69,710

     

1,539

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

THK Co. Ltd.

   

118,826

   

$

2,816

   

Tocalo Co. Ltd.

   

222,000

     

2,895

   

TOPPAN, Inc.

   

84,330

     

1,278

   

Weathernews, Inc.

   

42,800

     

3,619

   

Yamato Holdings Co. Ltd.

   

66,000

     

1,457

   
     

160,112

   

Information Technology (3.4%):

 

Alps Alpine Co. Ltd.

   

145,550

     

1,310

   

Canon, Inc.

   

78,300

     

1,722

   

Comture Corp.

   

113,400

     

3,519

   

Cresco Ltd.

   

110,100

     

1,861

   

Digital Arts, Inc.

   

41,600

     

3,428

   

Double Standard, Inc.

   

81,000

     

2,660

   

Fujitsu Ltd.

   

159,700

     

26,399

   

Fukui Computer Holdings, Inc.

   

117,000

     

3,937

   

Future Corp.

   

127,500

     

4,540

   

Kanematsu Electronics Ltd.

   

56,700

     

1,800

   

Murata Manufacturing Co. Ltd.

   

24,600

     

1,805

   

NTT Data Corp.

   

111,000

     

2,343

   

Oracle Corp.

   

95,900

     

9,409

   

Poletowin Pitcrew Holdings, Inc.

   

177,500

     

1,508

   

SHIFT, Inc. (b)

   

19,400

     

4,280

   

Softcreate Holdings Corp.

   

112,900

     

4,343

   

TechMatrix Corp.

   

128,000

     

2,191

   

Tokyo Electron Ltd.

   

8,400

     

4,414

   

Ulvac, Inc.

   

274,500

     

15,666

   

V Technology Co. Ltd.

   

49,000

     

1,479

   
     

98,614

   

Materials (0.4%):

 

Hokuetsu Industries Co. Ltd. (c)

   

127,900

     

1,068

   

JCU Corp.

   

111,100

     

4,694

   

Rengo Co. Ltd.

   

163,600

     

1,101

   

Shin-Etsu Chemical Co. Ltd.

   

12,400

     

2,066

   

Taiheiyo Cement Corp.

   

87,800

     

1,695

   

Tosoh Corp.

   

94,700

     

1,354

   
     

11,978

   

Real Estate (0.6%):

 

Daiwa House Industry Co. Ltd.

   

73,100

     

2,123

   

Mitsubishi Estate Co. Ltd.

   

272,546

     

3,746

   

Open House Co. Ltd.

   

40,800

     

2,313

   

Sumitomo Realty & Development Co. Ltd.

   

343,600

     

10,719

   
     

18,901

   

Utilities (0.4%):

 

Chubu Electric Power Co., Inc.

   

1,074,800

     

10,844

   

Osaka Gas Co. Ltd.

   

87,000

     

1,398

   
     

12,242

   
     

669,675

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Korea, Republic Of (1.4%):

 

Communication Services (0.2%):

 

KT Corp.

   

188,437

   

$

4,798

   

NAVER Corp.

   

5,239

     

1,673

   
     

6,471

   

Consumer Discretionary (0.3%):

 

Coway Co. Ltd.

   

40,717

     

2,323

   

Hankook Tire & Technology Co. Ltd.

   

56,438

     

1,830

   

Kia Corp.

   

29,431

     

1,927

   

LG Electronics, Inc.

   

23,872

     

2,324

   
     

8,404

   

Consumer Staples (0.0%): (a)

 

E-MART, Inc.

   

11,935

     

1,433

   

Financials (0.4%):

 

Hana Financial Group, Inc.

   

54,998

     

1,828

   

KB Financial Group, Inc.

   

124,078

     

5,515

   

Shinhan Financial Group Co. Ltd.

   

162,825

     

4,736

   
     

12,079

   

Industrials (0.1%):

 

Samsung Engineering Co. Ltd. (b)

   

124,759

     

2,179

   

Information Technology (0.4%):

 

LG Innotek Co. Ltd.

   

25,730

     

6,568

   

Samsung Electronics Co. Ltd.

   

80,793

     

4,851

   
     

11,419

   
     

41,985

   

Luxembourg (0.2%):

 

Communication Services (0.1%):

 

RTL Group SA

   

44,254

     

2,276

   

Energy (0.0%): (a)

 

Tenaris SA

   

162,777

     

1,594

   

Materials (0.1%):

 

ArcelorMittal SA

   

68,087

     

1,848

   
     

5,718

   

Malaysia (0.3%):

 

Communication Services (0.1%):

 

Telekom Malaysia Bhd

   

1,637,400

     

2,163

   

Financials (0.2%):

 

CIMB Group Holdings Bhd

   

1,619,594

     

1,991

   

RHB Bank Bhd

   

2,417,400

     

3,030

   
     

5,021

   
     

7,184

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Mexico (0.2%):

 

Communication Services (0.1%):

 

America Movil SAB de CV, ADR

   

207,673

   

$

3,618

   

Consumer Staples (0.1%):

 

Arca Continental SAB de CV (c)

   

301,935

     

1,842

   
     

5,460

   

Netherlands (4.3%):

 

Communication Services (0.6%):

 

Koninklijke KPN NV

   

4,935,739

     

14,538

   

VEON Ltd., ADR (b)

   

780,000

     

1,349

   
     

15,887

   

Consumer Staples (0.2%):

 

Koninklijke Ahold Delhaize NV

   

133,528

     

4,493

   

Energy (0.4%):

 

Royal Dutch Shell PLC Class B

   

588,028

     

12,320

   

Financials (1.3%):

 

ABN AMRO Bank NV (d)

   

311,551

     

4,447

   

ING Groep NV

   

2,319,648

     

32,040

   

NN Group NV

   

49,256

     

2,447

   
     

38,934

   

Health Care (0.1%):

 

Pharming Group NV (b) (c)

   

1,546,697

     

1,236

   

QIAGEN NV (b)

   

33,761

     

1,865

   
     

3,101

   

Industrials (0.8%):

 

PostNL NV

   

302,239

     

1,291

   

SIF Holding NV (c)

   

160,874

     

2,231

   

Wolters Kluwer NV

   

185,695

     

20,881

   
     

24,403

   

Information Technology (0.9%):

 

ASM International NV

   

41,830

     

18,801

   
ASML Holding NV    

3,950

     

3,100

   

STMicroelectronics NV

   

88,078

     

4,289

   
     

26,190

   
     

125,328

   

New Zealand (0.5%):

 

Consumer Staples (0.0%): (a)

 

Scales Corp. Ltd.

   

534,312

     

1,938

   

Health Care (0.4%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

491,110

     

11,108

   

Information Technology (0.1%):

 

Pushpay Holdings Ltd. (b)

   

2,300,132

     

2,117

   
     

15,163

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Norway (1.2%):

 

Energy (0.3%):

 

Aker BP ASA

   

248,140

   

$

7,803

   

Equinor ASA

   

79,818

     

1,999

   
     

9,802

   

Financials (0.6%):

 

SpareBank 1 SMN

   

1,161,204

     

17,706

   

Health Care (0.1%):

 

Medistim ASA

   

80,939

     

3,070

   

Information Technology (0.1%):

 

Bouvet ASA

   

384,120

     

3,191

   

Materials (0.1%):

 

Norsk Hydro ASA

   

276,789

     

1,794

   
     

35,563

   

Russian Federation (0.5%):

 

Consumer Staples (0.0%): (a)

 

Magnit PJSC, GDR

   

95,930

     

1,479

   

Energy (0.3%):

 

Gazprom PJSC, ADR

   

501,648

     

4,490

   

LUKOIL PJSC, ADR

   

53,261

     

4,696

   
     

9,186

   

Financials (0.2%):

 

Sberbank of Russia PJSC, ADR

   

128,844

     

2,179

   

Sberbank of Russia PJSC

   

574,270

     

2,452

   
     

4,631

   
     

15,296

   

Saudi Arabia (0.2%):

 

Financials (0.1%):

 

Al Rajhi Bank

   

77,809

     

2,734

   

Health Care (0.1%):

 

Mouwasat Medical Services Co.

   

38,151

     

1,730

   
     

4,464

   

Singapore (0.3%):

 

Consumer Staples (0.1%):

 

Wilmar International Ltd.

   

741,500

     

2,224

   

Financials (0.2%):

 

DBS Group Holdings Ltd.

   

102,400

     

2,231

   

iFAST Corp. Ltd.

   

543,900

     

3,315

   
     

5,546

   
     

7,770

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

South Africa (0.4%):

 

Communication Services (0.1%):

 

MTN Group Ltd. (b)

   

179,503

   

$

1,812

   

Naspers Ltd. Class N

   

14,038

     

2,151

   
     

3,963

   

Financials (0.1%):

 

Old Mutual Ltd.

   

2,258,079

     

1,724

   

Materials (0.2%):

 

Gold Fields Ltd.

   

202,567

     

2,332

   

Impala Platinum Holdings Ltd.

   

139,647

     

1,750

   

Kumba Iron Ore Ltd.

   

66,059

     

1,871

   
     

5,953

   
     

11,640

   

Spain (1.9%):

 

Communication Services (0.6%):

 

Telefonica SA (c)

   

4,016,206

     

18,220

   

Consumer Discretionary (0.1%):

 

Industria de Diseno Textil SA

   

57,428

     

1,815

   

Financials (0.8%):

 

Banco Bilbao Vizcaya Argentaria SA

   

3,528,325

     

18,704

   

Banco Santander SA

   

444,119

     

1,381

   

CaixaBank SA

   

1,894,417

     

4,891

   
     

24,976

   

Health Care (0.1%):

 

Faes Farma SA

   

600,210

     

2,257

   

Information Technology (0.1%):

 

Global Dominion Access SA (d)

   

581,608

     

2,885

   

Utilities (0.2%):

 

Acciona SA

   

12,414

     

2,214

   

EDP Renovaveis SA

   

91,540

     

2,354

   
     

4,568

   
     

54,721

   

Sweden (3.3%):

 

Consumer Discretionary (0.1%):

 

Boozt AB (b) (c) (d)

   

114,228

     

2,175

   

Consumer Staples (0.1%):

 

Swedish Match AB

   

319,830

     

2,335

   

Financials (0.1%):

 

Skandinaviska Enskilda Banken AB Class A

   

181,469

     

2,640

   

Health Care (0.8%):

 

BioGaia AB B Shares

   

45,423

     

2,587

   

Biotage AB

   

182,558

     

5,495

   

Cellavision AB

   

57,570

     

2,159

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Getinge AB B Shares

   

47,055

   

$

1,973

   

Sectra AB Class B (b)

   

216,848

     

5,396

   

SwedenCare AB

   

257,221

     

4,160

   

Xvivo Perfusion AB (b)

   

109,195

     

3,604

   
     

25,374

   

Industrials (2.1%):

 

Atlas Copco AB Class B

   

565,030

     

29,364

   

BTS Group AB B Shares

   

108,097

     

4,944

   

CTT Systems AB

   

68,873

     

1,744

   

Eolus Vind AB Class B (c)

   

139,230

     

2,040

   

GARO AB

   

243,703

     

6,019

   

Hexatronic Group AB

   

68,547

     

3,815

   

Nibe Industrier AB Class B

   

599,716

     

8,553

   

Sandvik AB

   

108,121

     

2,671

   

Volvo AB Class B

   

97,206

     

2,094

   
     

61,244

   

Information Technology (0.0%): (a)

 

Telefonaktiebolaget LM Ericsson Class B

   

181,138

     

1,822

   

Materials (0.1%):

 

Boliden AB

   

71,776

     

2,476

   
     

98,066

   

Switzerland (10.0%):

 

Consumer Discretionary (0.1%):

 

Cie Financiere Richemont SA Registered Shares

   

20,353

     

3,029

   

Consumer Staples (2.7%):

 

Coca-Cola HBC AG

   

415,495

     

12,793

   

Nestle SA Registered Shares

   

529,882

     

67,927

   
     

80,720

   

Financials (2.0%):

 

Julius Baer Group Ltd.

   

54,813

     

3,403

   

Partners Group Holding AG

   

10,646

     

18,376

   

Swiss Life Holding AG

   

9,865

     

5,663

   

UBS Group AG

   

1,744,093

     

30,163

   
     

57,605

   

Health Care (3.6%):

 

Coltene Holding AG Registered Shares

   

26,804

     

2,957

   

Lonza Group AG Registered Shares

   

3,301

     

2,662

   

Novartis AG Registered Shares

   

466,062

     

37,154

   

Roche Holding AG

   

152,034

     

59,366

   

Sonova Holding AG

   

6,667

     

2,506

   
     

104,645

   

Industrials (0.9%):

 

Adecco Group AG

   

343,355

     

15,915

   

Kardex Holding AG Registered Shares

   

18,715

     

5,635

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Schweiter Technologies AG Class BR

   

1,498

   

$

2,157

   

Zehnder Group AG Registered Shares

   

26,839

     

2,620

   
     

26,327

   

Information Technology (0.2%):

 

Landis+Gyr Group AG

   

43,425

     

2,711

   

u-blox Holding AG (b)

   

44,878

     

3,194

   
     

5,905

   

Materials (0.5%):

 

Gurit Holding AG Class BR

   

2,381

     

3,846

   

Holcim Ltd.

   

173,996

     

8,384

   

Vetropack Holding AG

   

50,122

     

2,890

   
     

15,120

   
     

293,351

   

Taiwan (1.1%):

 

Financials (0.3%):

 

Chailease Holding Co. Ltd.

   

305,846

     

2,706

   

Fubon Financial Holding Co. Ltd.

   

1,302,053

     

3,400

   

Shin Kong Financial Holding Co. Ltd.

   

3,424,873

     

1,298

   
     

7,404

   

Information Technology (0.8%):

 

Catcher Technology Co. Ltd.

   

493,221

     

2,739

   

Hon Hai Precision Industry Co. Ltd.

   

894,724

     

3,316

   

MediaTek, Inc.

   

54,000

     

1,958

   

Realtek Semiconductor Corp.

   

267,000

     

5,298

   

Taiwan Semiconductor Manufacturing Co. Ltd.

   

466,000

     

9,913

   

Yageo Corp.

   

107,000

     

1,748

   
     

24,972

   
     

32,376

   

Thailand (0.2%):

 

Financials (0.2%):

 

Kasikornbank PCL

   

1,200,243

     

4,675

   

Turkey (0.1%):

 

Communication Services (0.1%):

 

Turk Telekomunikasyon A/S

   

1,860,594

     

1,345

   

Turkcell Iletisim Hizmetleri A/S

   

1,103,834

     

1,550

   
     

2,895

   

United Arab Emirates (0.1%):

 

Real Estate (0.1%):

 

Emaar Development PJSC (b)

   

1,675,411

     

2,086

   

United Kingdom (14.3%):

 

Communication Services (1.1%):

 
4imprint Group PLC    

69,686

     

2,626

   

BT Group PLC (b)

   

1,733,754

     

3,649

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Frontier Developments PLC (b)

   

72,473

   

$

1,700

   

ITV PLC (b)

   

8,474,871

     

12,450

   

Team17 Group PLC (b)

   

231,250

     

2,047

   

Vodafone Group PLC

   

1,238,574

     

1,795

   

WPP PLC

   

609,183

     

8,454

   
     

32,721

   

Consumer Discretionary (1.2%):

 

AB Dynamics PLC

   

124,343

     

2,681

   

Barratt Developments PLC

   

230,350

     

2,133

   

Focusrite PLC

   

378,141

     

8,008

   

Kingfisher PLC

   

548,291

     

2,303

   

Marks & Spencer Group PLC (b)

   

486,452

     

1,526

   

Next PLC

   

136,688

     

14,278

   

Stellantis NV

   

295,964

     

5,050

   
     

35,979

   

Consumer Staples (1.9%):

 

British American Tobacco PLC

   

45,914

     

1,536

   

Diageo PLC

   

592,290

     

29,886

   

Imperial Brands PLC

   

712,926

     

14,567

   

J Sainsbury PLC

   

1,084,410

     

3,983

   

Tesco PLC

   

939,768

     

3,466

   

Unilever PLC

   

41,009

     

2,094

   
     

55,532

   

Energy (2.1%):

 
BP PLC    

8,973,594

     

38,927

   

Royal Dutch Shell PLC Class A

   

1,080,785

     

22,605

   
     

61,532

   

Financials (1.7%):

 
3i Group PLC    

227,571

     

4,175

   

Barclays PLC

   

946,711

     

2,311

   

Close Brothers Group PLC

   

576,957

     

9,888

   

CMC Markets PLC (d)

   

460,469

     

1,421

   

Intermediate Capital Group PLC

   

468,712

     

13,018

   

Legal & General Group PLC

   

3,677,491

     

13,736

   

Standard Chartered PLC

   

1,106,717

     

6,089

   
     

50,638

   

Health Care (0.8%):

 

Advanced Medical Solutions Group PLC

   

522,004

     

2,225

   
AstraZeneca PLC    

25,815

     

2,830

   

CVS Group PLC

   

276,056

     

8,083

   

EKF Diagnostics Holdings PLC

   

1,989,087

     

2,001

   

Ergomed PLC (b)

   

192,616

     

3,263

   

Hikma Pharmaceuticals PLC

   

64,328

     

1,890

   

Tristel PLC

   

222,075

     

1,239

   
     

21,531

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Industrials (2.3%):

 

Ashtead Group PLC

   

322,392

   

$

25,931

   

Avon Protection PLC

   

93,933

     

1,351

   

Babcock International Group PLC (b)

   

430,183

     

1,691

   

BAE Systems PLC

   

1,057,416

     

7,700

   

Bunzl PLC

   

52,164

     

1,984

   

Concentric AB

   

121,948

     

3,782

   

easyJet PLC (b)

   

145,416

     

961

   

Ferguson PLC

   

12,978

     

1,975

   

Judges Scientific PLC

   

58,883

     

6,114

   

Renew Holdings PLC

   

294,817

     

3,123

   

Robert Walters PLC

   

328,150

     

3,356

   

Royal Mail PLC

   

319,921

     

2,130

   

SThree PLC

   

704,433

     

4,869

   

Volex PLC

   

580,513

     

2,831

   
     

67,798

   

Information Technology (0.4%):

 

Aptitude Software Group PLC

   

350,141

     

2,440

   

GB Group PLC

   

229,590

     

2,333

   

Kainos Group PLC

   

256,061

     

6,334

   
     

11,107

   

Materials (2.4%):

 

Anglo American PLC

   

302,738

     

11,142

   

Croda International PLC

   

203,898

     

27,339

   

Endeavour Mining PLC (c)

   

50,956

     

1,196

   

Evraz PLC

   

846,002

     

6,448

   

Rio Tinto PLC

   

326,061

     

19,985

   

Treatt PLC

   

340,389

     

5,040

   
     

71,150

   

Real Estate (0.3%):

 

Land Securities Group PLC

   

248,674

     

2,397

   

Safestore Holdings PLC

   

122,651

     

2,172

   

The British Land Co. PLC

   

362,042

     

2,447

   

Watkin Jones PLC

   

738,809

     

2,400

   
     

9,416

   

Utilities (0.1%):

 

Centrica PLC (b)

   

1,609,777

     

1,383

   
     

418,787

   

Total Common Stocks (Cost $2,320,419)

   

2,874,640

   

Exchange-Traded Funds (0.5%)

 

United States (0.5%):

 

iShares Core MSCI EAFE ETF

   

88,906

     

6,489

   

iShares Core MSCI Emerging Markets ETF

   

18,180

     

1,093

   

iShares MSCI EAFE Small-Cap ETF (c)

   

113,947

     

8,195

   
     

15,777

   

Total Exchange-Traded Funds (Cost $16,460)

   

15,777

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA International Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (2.5%)

 

United States (2.5%):

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

381,187

   

$

381

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

14,950,437

     

14,951

   

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

   

56,865,902

     

56,866

   

Total Collateral for Securities Loaned (Cost $72,198)

   

72,198

   

Total Investments (Cost $2,409,077) — 101.0%

   

2,962,615

   

Liabilities in excess of other assets — (1.0)%

   

(28,761

)

 

NET ASSETS — 100.00%

 

$

2,933,854

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

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

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2021, the fair value of these securities was $38,735 (thousands) and amounted to 1.3% of net assets.

(e)  Rounds to less than $1 thousand.

(f)  Rate disclosed is the daily yield on November 30, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

 


23


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA International
Fund
 

Assets:

 

Investments, at value (Cost $2,409,077)

 

$

2,962,615

(a)

 

Foreign currency, at value (Cost $2,669)

   

2,676

   

Cash

   

25,467

   

Receivables:

 

Interest and dividends

   

7,775

   

Capital shares issued

   

4,414

   

Investments sold

   

6,487

   

Reclaims

   

7,337

   

From Adviser

   

8

   

Prepaid expenses

   

47

   

Total Assets

   

3,016,826

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

72,198

   

Investments purchased

   

6,029

   

Capital shares redeemed

   

1,528

   

Accrued foreign capital gains taxes

   

531

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,800

   

Administration fees

   

319

   

Custodian fees

   

139

   

Transfer agent fees

   

256

   

Compliance fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

171

   

Total Liabilities

   

82,972

   

Net Assets:

 

Capital

   

2,173,028

   

Total accumulated earnings/(loss)

   

760,826

   

Net Assets

 

$

2,933,854

   

Net Assets

 

Fund Shares

 

$

1,505,094

   

Institutional Shares

   

1,427,453

   

Class A

   

1,056

   

Class R6

   

251

   

Total

 

$

2,933,854

   

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

 

Fund Shares

   

52,248

   

Institutional Shares

   

49,705

   

Class A

   

37

   

Class R6

   

9

   

Total

   

101,999

   

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

 

Fund Shares

 

$

28.81

   

Institutional Shares

 

$

28.72

   

Class A

 

$

28.59

   

Class R6

 

$

29.21

   

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
 

$

30.33

   

(a)  Includes $68,272 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.

 


24


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA International
Fund
 

Investment Income:

 

Dividends

 

$

41,757

   

Interest

   

1

   

Securities lending (net of fees)

   

312

   

Foreign tax withholding

   

(4,533

)

 

Total Income

   

37,537

   

Expenses:

 

Investment advisory fees

   

11,264

   

Administration fees — Fund Shares

   

1,197

   

Administration fees — Institutional Shares

   

799

   

Administration fees — Class A

   

1

   

Administration fees — Class R6

   

(a)

 

Sub-Administration fees

   

39

   
12b-1 fees — Class A    

1

   

Custodian fees

   

361

   

Transfer agent fees — Fund Shares

   

822

   

Transfer agent fees — Institutional Shares

   

799

   

Transfer agent fees — Class A

   

1

   

Transfer agent fees — Class R6

   

(a)

 

Trustees' fees

   

24

   

Compliance fees

   

10

   

Legal and audit fees

   

51

   

State registration and filing fees

   

32

   

Interfund lending fees

   

(a)

 

Other expenses

   

189

   

Total Expenses

   

15,590

   

Expenses waived/reimbursed by Adviser

   

(47

)

 

Net Expenses

   

15,543

   

Net Investment Income (Loss)

   

21,994

   

Realized/Unrealized Gains (Losses) from Investments:

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

83,103

   

Foreign taxes on realized gains

   

(438

)

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

(163,081

)

 

Net change in accrued foreign taxes on unrealized gains

   

2

   

Net realized/unrealized gains (losses) on investments

   

(80,414

)

 

Change in net assets resulting from operations

 

$

(58,420

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


25


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA International Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

21,994

   

$

60,275

   

Net realized gains (losses) from investments

   

82,665

     

194,425

   
Net change in unrealized appreciation/depreciation on
investments
   

(163,079

)

   

764,549

   

Change in net assets resulting from operations

   

(58,420

)

   

1,019,249

   

Distributions to Shareholders:

 

Fund Shares

   

     

(28,796

)

 

Institutional Shares

   

     

(31,477

)

 

Class A

   

     

(127

)

 

Class R6

   

     

(87

)

 

Change in net assets resulting from distributions to shareholders

   

     

(60,487

)

 

Change in net assets resulting from capital transactions

   

(261,623

)

   

(537,018

)

 

Change in net assets

   

(320,043

)

   

421,744

   

Net Assets:

 

Beginning of period

   

3,253,897

     

2,832,153

   

End of period

 

$

2,933,854

   

$

3,253,897

   

(continues on next page)

See notes to financial statements.

 


26


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA International Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

40,379

   

$

80,765

   

Distributions reinvested

   

     

28,329

   

Cost of shares redeemed

   

(110,571

)

   

(359,583

)

 

Total Fund Shares

 

$

(70,192

)

 

$

(250,489

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

52,972

   

$

78,811

   

Distributions reinvested

   

     

31,451

   

Cost of shares redeemed

   

(244,618

)

   

(384,872

)

 

Total Institutional Shares

 

$

(191,646

)

 

$

(274,610

)

 

Class A

 

Proceeds from shares issued

 

$

90

   

$

6,788

   

Distributions reinvested

   

     

16

   

Cost of shares redeemed

   

(102

)

   

(14,243

)

 

Total Class A

 

$

(12

)

 

$

(7,439

)

 

Class R6

 

Proceeds from shares issued

 

$

255

   

$

50

   

Distributions reinvested

   

     

(a)

 

Cost of shares redeemed

   

(28

)

   

(4,530

)

 

Total Class R6

 

$

227

   

$

(4,480

)

 

Change in net assets resulting from capital transactions

 

$

(261,623

)

 

$

(537,018

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,354

     

3,115

   

Reinvested

   

     

1,111

   

Redeemed

   

(3,712

)

   

(14,241

)

 

Total Fund Shares

   

(2,358

)

   

(10,015

)

 

Institutional Shares

 

Issued

   

1,792

     

3,189

   

Reinvested

   

     

1,238

   

Redeemed

   

(8,100

)

   

(15,106

)

 

Total Institutional Shares

   

(6,308

)

   

(10,679

)

 

Class A

 

Issued

   

3

     

305

   

Reinvested

   

     

1

   

Redeemed

   

(3

)

   

(568

)

 

Total Class A

   

     

(262

)

 

Class R6

 

Issued

   

9

     

2

   

Reinvested

   

     

(b)

 

Redeemed

   

(1

)

   

(157

)

 

Total Class R6

   

8

     

(155

)

 

Change in Shares

   

(8,658

)

   

(21,111

)

 

(a)  Rounds to less than $1 thousand.

(b)  Rounds to less than 1,000 shares.

See notes to financial statements.

 


27


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA International Fund

     

Fund Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

29.46

     

0.20

(e)

   

(0.85

)

   

(0.65

)

   

     

   

Year Ended May 31:

 

2021

 

$

21.53

     

0.49

(e)

   

7.94

     

8.43

     

(0.50

)

   

   

2020

 

$

28.70

     

0.44

(e)

   

(1.12

)

   

(0.68

)

   

(0.73

)

   

(5.76

)

 

2019

 

$

32.82

     

0.53

     

(2.41

)

   

(1.88

)

   

(0.44

)

   

(1.80

)

 

2018

 

$

31.16

     

0.60

     

2.08

     

2.68

     

(0.63

)

   

(0.39

)

 

2017

 

$

26.40

     

0.42

     

4.76

     

5.18

     

(0.42

)

   

   

Institutional Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

29.36

     

0.21

(e)

   

(0.85

)

   

(0.64

)

   

     

   

Year Ended May 31:

 

2021

 

$

21.46

     

0.51

(e)

   

7.91

     

8.42

     

(0.52

)

   

   

2020

 

$

28.61

     

0.47

(e)

   

(1.12

)

   

(0.65

)

   

(0.74

)

   

(5.76

)

 

2019

 

$

32.72

     

0.56

     

(2.41

)

   

(1.85

)

   

(0.46

)

   

(1.80

)

 

2018

 

$

31.07

     

0.64

     

2.06

     

2.70

     

(0.66

)

   

(0.39

)

 

2017

 

$

26.34

     

0.45

     

4.74

     

5.19

     

(0.46

)

   

   

*  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)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2019, 2018, and 2017. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

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

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

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

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

See notes to financial statements.

 


28


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA International Fund

 

Fund Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

28.81

     

(2.21

)%

   

1.00

%

   

1.34

%

   

1.00

%

 

$

1,505,094

     

16

%

 

Year Ended May 31:

 

2021

   

(0.50

)

 

$

29.46

     

39.52

%

   

1.01

%

   

1.94

%

   

1.03

%

 

$

1,608,436

     

67

%(f)

 

2020

   

(6.49

)

 

$

21.53

     

(6.13

)%

   

1.06

%

   

1.68

%

   

1.07

%

 

$

1,391,279

     

119

%(g)

 

2019

   

(2.24

)

 

$

28.70

     

(5.14

)%

   

1.08

%

   

1.76

%

   

1.08

%

 

$

1,690,782

     

30

%

 

2018

   

(1.02

)

 

$

32.82

     

8.61

%

   

1.08

%

   

1.58

%

   

1.08

%

 

$

1,876,020

     

36

%

 

2017

   

(0.42

)

 

$

31.16

     

19.87

%

   

1.11

%

   

1.33

%

   

1.11

%

 

$

1,696,372

     

40

%

 

Institutional Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

28.72

     

(2.18

)%

   

0.94

%

   

1.41

%

   

0.95

%

 

$

1,427,453

     

16

%

 

Year Ended May 31:

 

2021

   

(0.52

)

 

$

29.36

     

39.61

%

   

0.94

%

   

2.00

%

   

0.95

%

 

$

1,644,340

     

67

%(f)

 

2020

   

(6.50

)

 

$

21.46

     

(6.05

)%

   

0.99

%

   

1.77

%

   

0.99

%

 

$

1,431,107

     

119

%(g)

 

2019

   

(2.26

)

 

$

28.61

     

(5.06

)%

   

1.00

%

   

1.81

%

   

1.00

%

 

$

1,979,758

     

30

%

 

2018

   

(1.05

)

 

$

32.72

     

8.68

%

   

1.00

%

   

1.62

%

   

1.00

%

 

$

2,349,281

     

36

%

 

2017

   

(0.46

)

 

$

31.07

     

19.97

%

   

1.00

%

   

1.43

%

   

1.00

%

 

$

2,308,470

     

40

%

 

(continues on next page)

See notes to financial statements.

 


29


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA International Fund

     

Class A

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

29.25

     

0.19

(e)

   

(0.85

)

   

(0.66

)

   

     

   

Year Ended May 31:

 

2021

 

$

21.39

     

0.37

(e)

   

7.93

     

8.30

     

(0.44

)

   

   

2020

 

$

28.58

     

0.36

(e)

   

(1.10

)

   

(0.74

)

   

(0.69

)

   

(5.76

)

 

2019

 

$

32.67

     

0.47

     

(2.41

)

   

(1.94

)

   

(0.35

)

   

(1.80

)

 

2018

 

$

31.04

     

0.53

     

2.04

     

2.57

     

(0.55

)

   

(0.39

)

 

2017

 

$

26.31

     

0.35

     

4.74

     

5.09

     

(0.36

)

   

   

Class R6

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

29.65

     

0.30

(e)

   

(0.74

)

   

(0.44

)

   

     

   

Year Ended May 31:

 

2021

 

$

21.52

     

0.49

(e)

   

8.19

     

8.68

     

(0.55

)

   

   

2020

 

$

28.66

     

0.49

(e)

   

(1.12

)

   

(0.63

)

   

(0.75

)

   

(5.76

)

 
August 17, 2018 (h)
through
May 31, 2019
 

$

32.01

     

0.52

(e)

   

(1.54

)

   

(1.02

)

   

(0.53

)

   

(1.80

)

 

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

**  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)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2019, 2018, and 2017. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

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

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

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

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

(h)  Commencement of operations.

See notes to financial statements.

 


30


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA International Fund

 

Class A

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

28.59

     

(2.26

)%

   

1.08

%

   

1.28

%

   

2.50

%

 

$

1,056

     

16

%

 

Year Ended May 31:

 

2021

   

(0.44

)

 

$

29.25

     

39.11

%

   

1.30

%

   

1.47

%

   

1.56

%

 

$

1,093

     

67

%(f)

 

2020

   

(6.45

)

 

$

21.39

     

(6.37

)%

   

1.35

%

   

1.37

%

   

1.39

%

 

$

6,402

     

119

%(g)

 

2019

   

(2.15

)

 

$

28.58

     

(5.39

)%

   

1.35

%

   

1.52

%

   

1.41

%

 

$

7,715

     

30

%

 

2018

   

(0.94

)

 

$

32.67

     

8.29

%

   

1.35

%

   

1.29

%

   

1.42

%

 

$

8,101

     

36

%

 

2017

   

(0.36

)

 

$

31.04

     

19.58

%

   

1.35

%

   

1.08

%

   

1.51

%

 

$

7,540

     

40

%

 

Class R6

 
Six Months Ended
November 30, 2021
(Unaudited)
   

   

$

29.21

     

(1.48

)%

   

0.23

%

   

2.00

%

   

4.49

%

 

$

251

     

16

%

 

Year Ended May 31:

 

2021

   

(0.55

)

 

$

29.65

     

40.78

%

   

0.80

%

   

1.95

%

   

1.22

%

 

$

28

     

67

%(f)

 

2020

   

(6.51

)

 

$

21.52

     

(5.95

)%

   

0.85

%

   

1.83

%

   

1.18

%

 

$

3,365

     

119

%(g)

 
August 17, 2018 (h)
through
May 31, 2019
   

(2.33

)

 

$

28.66

     

(2.55

)%

   

0.85

%

   

2.19

%

   

2.03

%

 

$

4,477

     

30

%

 

See notes to financial statements.


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA International Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act.

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.

 


32


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts ("ADRs"), 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 November 30, 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

 

$

96,339

   

$

2,778,302

   

$

   

$

2,874,641

   

Exchange-Traded Funds

   

15,776

     

     

     

15,776

   

Collateral for Securities Loaned

   

72,198

     

     

     

72,198

   

Total

 

$

184,313

   

$

2,778,302

   

$

   

$

2,962,615

   

For the six months ended November 30, 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 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

 


33


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

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

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of November 30, 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 or 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio

 


34


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

68,272

   

$

   

$

72,198

   

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 May 31.

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

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$505,811

 

$737,310

 

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 November 30, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.3

   

USAA Cornerstone Equity Fund

   

1.1

   

USAA Target Retirement Income Fund

   

0.0

(a)

 

USAA Target Retirement 2040 Fund

   

0.0

(a)

 

USAA Target Retirement 2050 Fund

   

0.0

(a)

 

USAA Target Retirement 2060 Fund

   

0.0

(a)

 

(a) Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 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,

 


36


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 International Funds Index. The Lipper International Funds Index tracks the total return performance of the largest funds within the Lipper International Funds category.

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

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

+/- 4

   
  +/- 401 to 700      

+/- 5

   
  +/- 701 and greater      

+/- 6

   

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

For the period June 1, 2021 to November 30, 2021, performance adjustments were $(353), $(366), $(1), and $(1) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.04)%, (0.05)%, (0.27)%, and (0.62)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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

VCM entered into an Investment Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management"). Wellington Management directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, 0.15%, and 0.05%, of average daily net assets of the Fund Shares, Institutional Shares, Class A, and Class R6, respectively. Amounts incurred for the six months ended November 30, 2021, are reflected on the Statement of Operations as Administration fees.

 


37


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The 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 six months ended November 30, 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. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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, Class A, and Class R6 are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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, up to an annual rate of 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 six months ended November 30, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended November 30, 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 six months ended November 30, 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

 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 2021, the expense limits (excluding voluntary waivers) were 1.06%, 0.99%, 1.35%, and 0.85% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Under the terms of the expense limitation agreement, as 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 November 30, 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 repayments are not probable at November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

91

   

$

446

   

$

47

   

$

584

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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 stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

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

 


39


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the six months ended November 30, 2021, were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
November 30, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

1,150

     

3

     

0.55

%

 

$

1,150

   

*  For the six months ended November 30, 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

 


40


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

 


41


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 

Fund Shares

 

$

1,000.00

   

$

977.90

   

$

1,020.05

   

$

4.96

   

$

5.06

     

1.00

%

 

Institutional Shares

   

1,000.00

     

978.20

     

1,020.36

     

4.66

     

4.76

     

0.94

%

 

Class A

   

1,000.00

     

977.40

     

1,019.65

     

5.35

     

5.47

     

1.08

%

 

Class R6

   

1,000.00

     

985.20

     

1,023.92

     

1.14

     

1.17

     

0.23

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


42


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23410-0122


 

NOVEMBER 30, 2021

Semi Annual Report

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    25    

Statement of Operations

    26    

Statements of Changes in Net Assets

    27    

Financial Highlights

    30    

Notes to Financial Statements

   

32

   

Supplemental Information

   

41

   

Proxy Voting and Portfolio Holdings Information

    41    

Expense Examples

    41    

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


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Sectors:

November 30, 2021

(% of Net Assets)

Information Technology

   

24.5

%

 

Financials

   

14.1

%

 

Consumer Discretionary

   

12.3

%

 

Health Care

   

12.1

%

 

Industrials

   

9.4

%

 

Communication Services

   

8.0

%

 

Consumer Staples

   

6.2

%

 

Materials

   

4.4

%

 

Energy

   

3.2

%

 

Utilities

   

2.4

%

 

Country Allocation:

November 30, 2021

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio and short-term investments purchased with cash collateral from securities loaned.

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

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

 


2


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.3%)

 

Australia (2.1%):

 

Consumer Discretionary (0.6%):

 

Aristocrat Leisure Ltd.

   

283,417

   

$

8,807

   

Lovisa Holdings Ltd.

   

39,845

     

579

   

PWR Holdings Ltd.

   

69,861

     

443

   
     

9,829

   

Energy (0.0%): (a)

 

Santos Ltd.

   

62,608

     

282

   

Woodside Petroleum Ltd.

   

23,172

     

352

   
     

634

   

Financials (0.6%):

 

Australia & New Zealand Banking Group Ltd.

   

45,274

     

855

   

Macquarie Group Ltd.

   

53,945

     

7,511

   
     

8,366

   

Health Care (0.7%):

 

CSL Ltd.

   

44,779

     

9,735

   

Nanosonics Ltd. (b)

   

86,965

     

335

   

Sonic Healthcare Ltd.

   

14,791

     

447

   
     

10,517

   

Industrials (0.0%): (a)

 

Austal Ltd.

   

248,175

     

321

   

Johns Lyng Group Ltd.

   

97,070

     

513

   
     

834

   

Materials (0.1%):

 

Ramelius Resources Ltd. (c)

   

412,835

     

464

   

Rio Tinto Ltd.

   

9,785

     

649

   
     

1,113

   

Real Estate (0.1%):

 

Charter Hall Group

   

38,542

     

524

   

Stockland

   

139,760

     

431

   
     

955

   
     

32,248

   

Austria (0.0%): (a)

 

Financials (0.0%):

 

Raiffeisen Bank International AG

   

9,118

     

271

   

Industrials (0.0%):

 

ANDRITZ AG

   

8,461

     

404

   
     

675

   

Belgium (0.5%):

 

Financials (0.1%):

 

KBC Group NV

   

4,933

     

414

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.4%):

 

Melexis NV

   

54,771

   

$

6,377

   
     

6,791

   

Bermuda (0.4%):

 

Industrials (0.4%):

 

Triton International Ltd.

   

101,709

     

5,693

   

Brazil (0.2%):

 

Consumer Discretionary (0.1%):

 

Vibra Energia SA (b)

   

238,500

     

923

   

Consumer Staples (0.1%):

 

Sendas Distribuidora SA

   

172,322

     

391

   

SLC Agricola SA

   

60,600

     

414

   
     

805

   

Financials (0.0%): (a)

 

Itau Unibanco Holding SA, ADR

   

152,421

     

598

   

Industrials (0.0%): (a)

 

Randon SA Implementos e Participacoes Preference Shares

   

172,800

     

340

   

SIMPAR SA

   

156,100

     

293

   
     

633

   

Materials (0.0%): (a)

 

Dexco SA

   

141,900

     

455

   
     

3,414

   

Canada (3.4%):

 

Consumer Discretionary (0.3%):

 

Lululemon Athletica, Inc. (b)

   

9,622

     

4,373

   

Consumer Staples (0.6%):

 

Alimentation Couche-Tard, Inc. Class B (c)

   

263,834

     

9,667

   

Energy (0.4%):

 

Parex Resources, Inc. (c)

   

351,461

     

5,635

   

Industrials (0.5%):

 

Canadian Pacific Railway Ltd. (c)

   

102,591

     

7,180

   

Savaria Corp.

   

19,253

     

280

   
     

7,460

   

Information Technology (1.0%):

 

Constellation Software, Inc.

   

7,166

     

12,195

   

Shopify, Inc. Class A (b)

   

2,217

     

3,374

   
     

15,569

   

Materials (0.6%):

 

Kirkland Lake Gold Ltd.

   

214,120

     

8,467

   

Wesdome Gold Mines Ltd. (b)

   

60,276

     

590

   
     

9,057

   
     

51,761

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Chile (0.0%): (a)

 

Financials (0.0%):

 

Banco de Chile

   

5,791,022

   

$

560

   

China (3.7%):

 

Communication Services (1.3%):

 

Baidu, Inc., ADR (b)

   

32,815

     

4,917

   

NetEase, Inc., ADR

   

13,640

     

1,469

   

Tencent Holdings Ltd.

   

228,700

     

13,338

   
     

19,724

   

Consumer Discretionary (0.5%):

 

Alibaba Group Holding Ltd., ADR (b)

   

21,669

     

2,763

   

BYD Co. Ltd. Class H

   

16,500

     

649

   

Fuyao Glass Industry Group Co. Ltd. Class H (d)

   

104,400

     

573

   

JD.com, Inc., ADR (b)

   

20,649

     

1,737

   

Jiumaojiu International Holdings Ltd. (d)

   

194,000

     

401

   

Meituan Class B (b) (d)

   

26,400

     

802

   

Topsports International Holdings Ltd. (d)

   

403,000

     

469

   
     

7,394

   

Consumer Staples (0.5%):

 

China Feihe Ltd. (d)

   

262,000

     

351

   

Foshan Haitan Flavouring & Food Co. Ltd. Class A

   

364,416

     

6,431

   

Inner Mongolia Yili Industrial Group Co. Ltd. Class A

   

96,300

     

591

   
     

7,373

   

Financials (0.7%):

 

China Merchants Bank Co. Ltd. Class H

   

212,000

     

1,643

   

Industrial & Commercial Bank of China Ltd. Class H

   

15,990,370

     

8,450

   

Postal Savings Bank of China Co. Ltd. Class H (d)

   

1,494,000

     

1,012

   
     

11,105

   

Health Care (0.2%):

 

Hygeia Healthcare Holdings Co. Ltd. (d)

   

69,400

     

536

   

Pharmaron Beijing Co. Ltd. Class H (d)

   

28,800

     

594

   

Shenzhen Mindray Bio-Medical Electronics Co. Ltd. Class A

   

11,000

     

622

   

Wuxi Biologics Cayman, Inc. (b) (d)

   

72,000

     

971

   
     

2,723

   

Industrials (0.1%):

 

China Railway Group Ltd. Class H

   

1,501,000

     

714

   

Xinte Energy Co. Ltd. Class H

   

218,000

     

497

   

Zhefu Holding Group Co. Ltd. Class A

   

518,600

     

545

   
     

1,756

   

Information Technology (0.2%):

 

Chinasoft International Ltd.

   

752,000

     

1,250

   

Luxshare Precision Industry Co. Ltd. Class A

   

80,200

     

498

   

WUS Printed Circuit Kunshan Co. Ltd. Class A

   

320,430

     

765

   

Yonyou Network Technology Co. Ltd. Class A

   

94,075

     

481

   
     

2,994

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Materials (0.1%):

 

China Hongqiao Group Ltd.

   

658,500

   

$

637

   

Wanhua Chemical Group Co. Ltd. Class A

   

55,300

     

828

   
     

1,465

   

Real Estate (0.0%): (a)

 

Shimao Services Holdings Ltd. (d)

   

475,000

     

587

   

Utilities (0.1%):

 

China Longyuan Power Group Corp. Ltd. Class H

   

346,000

     

707

   
     

55,828

   

Denmark (0.7%):

 

Consumer Discretionary (0.0%): (a)

 

Pandora A/S

   

2,907

     

362

   

Consumer Staples (0.5%):

 

Carlsberg A/S Class B

   

4,007

     

622

   

Royal Unibrew A/S

   

67,382

     

7,183

   
     

7,805

   

Health Care (0.1%):

 

Novo Nordisk A/S Class B

   

8,814

     

943

   

Industrials (0.1%):

 

AP Moller — Maersk A/S Class B

   

251

     

756

   

INVISIO AB

   

15,234

     

264

   
     

1,020

   

Utilities (0.0%): (a)

 

Orsted A/S (d)

   

2,318

     

298

   
     

10,428

   

Finland (0.0%): (a)

 

Industrials (0.0%):

 

Metso Outotec Oyj

   

55,295

     

557

   

France (2.7%):

 

Communication Services (0.0%): (a)

 

Publicis Groupe SA

   

8,979

     

581

   

Consumer Discretionary (0.6%):

 

La Francaise des Jeux SAEM (d)

   

157,393

     

7,289

   

LVMH Moet Hennessy Louis Vuitton SE

   

1,861

     

1,447

   
     

8,736

   

Consumer Staples (0.0%): (a)

 

Pernod Ricard SA (c)

   

2,984

     

685

   

Energy (0.3%):

 

Gaztransport Et Technigaz SA

   

50,126

     

4,020

   

TotalEnergies SE

   

16,733

     

770

   
     

4,790

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (0.1%):

 

Amundi SA (d)

   

3,648

   

$

303

   

AXA SA

   

24,106

     

663

   

BNP Paribas SA

   

10,608

     

659

   
     

1,625

   

Health Care (0.1%):

 

Pharmagest Interactive

   

2,628

     

255

   

Sanofi

   

6,822

     

648

   

Sartorius Stedim Biotech

   

663

     

391

   

Vetoquinol SA

   

2,414

     

361

   
     

1,655

   

Industrials (0.7%):

 

Cie de Saint-Gobain

   

11,045

     

700

   

Eiffage SA

   

3,678

     

343

   

Safran SA

   

69,883

     

7,805

   

Teleperformance

   

1,182

     

486

   

Thermador Groupe

   

4,487

     

476

   
     

9,810

   

Information Technology (0.2%):

 

Capgemini SE

   

3,528

     

815

   

Edenred

   

7,232

     

324

   

Esker SA

   

2,648

     

1,041

   

Lectra

   

8,890

     

388

   
     

2,568

   

Materials (0.7%):

 

Arkema SA

   

79,552

     

10,430

   
     

40,880

   

Germany (1.2%):

 

Communication Services (0.1%):

 

Deutsche Telekom AG

   

43,429

     

765

   

Consumer Discretionary (0.5%):

 

Volkswagen AG Preference Shares

   

37,880

     

6,920

   

Energy (0.0%): (a)

 

VERBIO Vereinigte BioEnergie AG (c)

   

7,088

     

548

   

Financials (0.1%):

 

Allianz SE Registered Shares

   

2,813

     

610

   

Hannover Rueck SE

   

1,652

     

289

   

Muenchener Rueckversicherungs-Gesellschaft AG Class R

   

975

     

262

   
     

1,161

   

Health Care (0.1%):

 

Eckert & Ziegler Strahlen- und Medizintechnik AG

   

2,750

     

303

   

Merck KGaA

   

3,570

     

882

   

Nexus AG

   

4,466

     

365

   
     

1,550

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Industrials (0.1%):

 
2G Energy AG    

2,978

   

$

360

   

Amadeus Fire AG

   

1,977

     

406

   

Deutsche Post AG Registered Shares

   

14,821

     

875

   

Siemens AG Registered Shares

   

2,839

     

453

   
     

2,094

   

Information Technology (0.2%):

 

AIXTRON SE

   

13,296

     

267

   

Basler AG

   

4,173

     

695

   

Infineon Technologies AG

   

12,367

     

559

   

LPKF Laser & Electronics AG (c)

   

10,544

     

209

   

PVA TePla AG (b)

   

12,535

     

609

   

SAP SE

   

3,481

     

446

   

Secunet Security Networks AG

   

973

     

458

   
     

3,243

   

Materials (0.1%):

 

Covestro AG (d)

   

9,851

     

556

   

HeidelbergCement AG

   

3,555

     

236

   
     

792

   

Real Estate (0.0%): (a)

 

LEG Immobilien SE

   

2,878

     

403

   

Utilities (0.0%): (a)

 

E.ON SE

   

53,555

     

661

   
     

18,137

   

Greece (0.1%):

 

Financials (0.1%):

 

National Bank of Greece SA (b)

   

192,036

     

572

   

Industrials (0.0%): (a)

 

Mytilineos SA

   

32,803

     

537

   
     

1,109

   

Hong Kong (0.3%):

 

Consumer Discretionary (0.1%):

 

Bosideng International Holdings Ltd.

   

938,000

     

660

   

Chow Tai Fook Jewellery Group Ltd.

   

171,800

     

307

   

JS Global Lifestyle Co. Ltd. (d)

   

259,000

     

509

   
     

1,476

   

Consumer Staples (0.0%): (a)

 

WH Group Ltd. (d)

   

306,735

     

193

   

Financials (0.1%):

 

BOC Hong Kong Holdings Ltd.

   

255,500

     

772

   

Industrials (0.0%): (a)

 

Pacific Basin Shipping Ltd.

   

1,622,000

     

616

   

Information Technology (0.0%): (a)

 

ASM Pacific Technology Ltd.

   

54,500

     

571

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Real Estate (0.1%):

 

China Resources Land Ltd.

   

218,000

   

$

911

   

CK Asset Holdings Ltd.

   

44,817

     

256

   

Sun Hung Kai Properties Ltd.

   

29,909

     

364

   
     

1,531

   
     

5,159

   

India (0.7%):

 

Consumer Discretionary (0.0%): (a)

 

Balkrishna Industries Ltd.

   

25,522

     

738

   

Energy (0.1%):

 

Hindustan Petroleum Corp. Ltd.

   

250,372

     

984

   

Financials (0.1%):

 

Cholamandalam Investment & Finance Co. Ltd.

   

101,134

     

740

   

Federal Bank Ltd.

   

658,112

     

759

   

UTI Asset Management Co. Ltd.

   

47,808

     

698

   
     

2,197

   

Health Care (0.1%):

 

Apollo Hospitals Enterprise Ltd.

   

12,278

     

928

   

Dr Reddy's Laboratories Ltd.

   

9,959

     

621

   
     

1,549

   

Industrials (0.1%):

 

Larsen & Toubro Ltd.

   

40,435

     

951

   

Information Technology (0.2%):

 

Infosys Ltd., ADR

   

106,316

     

2,401

   

WNS Holdings Ltd., ADR (b)

   

6,049

     

508

   
     

2,909

   

Materials (0.1%):

 

Dalmia Bharat Ltd.

   

25,344

     

631

   

Tata Steel Ltd.

   

51,272

     

728

   
     

1,359

   
     

10,687

   

Indonesia (0.7%):

 

Communication Services (0.7%):

 

PT Telkom Indonesia Persero Tbk

   

38,676,638

     

10,770

   

Ireland (1.1%):

 

Health Care (0.1%):

 

ICON PLC (b)

   

3,592

     

972

   

Industrials (1.0%):

 

DCC PLC

   

7,848

     

578

   

Eaton Corp. PLC

   

86,357

     

13,995

   

Johnson Controls International PLC

   

15,400

     

1,151

   
     

15,724

   
     

16,696

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Israel (0.2%):

 

Industrials (0.1%):

 

Kornit Digital Ltd. (b)

   

11,199

   

$

1,735

   

Information Technology (0.1%):

 

Allot Ltd. (b)

   

23,173

     

262

   

Check Point Software Technologies Ltd. (b)

   

3,148

     

350

   
     

612

   
     

2,347

   

Italy (1.7%):

 

Health Care (0.6%):

 

El.En. SpA

   

55,528

     

953

   

Recordati Industria Chimica e Farmaceutica SpA

   

131,246

     

8,234

   
     

9,187

   

Industrials (0.0%): (a)

 

Leonardo SpA (b)

   

39,768

     

269

   

Information Technology (0.1%):

 

Nexi SpA (b) (c) (d)

   

22,141

     

339

   

Sesa SpA

   

4,257

     

846

   
     

1,185

   

Utilities (1.0%):

 

ACEA SpA

   

18,438

     

375

   

Enel SpA

   

811,208

     

6,146

   

Snam SpA

   

1,359,132

     

7,659

   
     

14,180

   
     

24,821

   

Japan (5.9%):

 

Communication Services (1.0%):

 

Capcom Co. Ltd.

   

243,708

     

6,067

   

Kakaku.com, Inc.

   

227,591

     

6,360

   

KDDI Corp.

   

20,349

     

591

   

Nippon Telegraph & Telephone Corp.

   

22,434

     

617

   

SoftBank Group Corp.

   

3,206

     

168

   

ValueCommerce Co. Ltd.

   

11,200

     

446

   

ZIGExN Co. Ltd.

   

71,700

     

195

   
     

14,444

   

Consumer Discretionary (0.8%):

 

Arcland Service Holdings Co. Ltd. (c)

   

13,900

     

276

   

Shoei Co. Ltd.

   

13,100

     

554

   

Sony Group Corp.

   

21,751

     

2,654

   

The Furukawa Battery Co. Ltd. (c)

   

18,300

     

236

   

Toyo Tire Corp.

   

19,709

     

299

   

Toyota Motor Corp.

   

71,800

     

1,274

   

ZOZO, Inc.

   

228,000

     

7,227

   
     

12,520

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Consumer Staples (0.4%):

 

Ajinomoto Co., Inc.

   

16,800

   

$

504

   

Asahi Group Holdings Ltd.

   

10,391

     

383

   

Create SD Holdings Co. Ltd. (c)

   

6,300

     

173

   

Seven & i Holdings Co. Ltd.

   

8,316

     

335

   

Toyo Suisan Kaisha Ltd.

   

98,649

     

3,993

   
     

5,388

   

Financials (0.9%):

 

JAFCO Group Co. Ltd.

   

65,331

     

4,083

   

Mitsubishi UFJ Financial Group, Inc.

   

1,505,212

     

7,951

   

Mizuho Financial Group, Inc.

   

41,611

     

513

   

Nomura Holdings, Inc.

   

59,472

     

249

   

ORIX Corp.

   

48,374

     

953

   

Sumitomo Mitsui Financial Group, Inc.

   

15,475

     

503

   
     

14,252

   

Health Care (0.6%):

 

BML, Inc.

   

10,700

     

333

   

Hoya Corp.

   

53,302

     

8,438

   

Japan Medical Dynamic Marketing, Inc.

   

17,700

     

301

   

Otsuka Holdings Co. Ltd.

   

8,400

     

304

   
     

9,376

   

Industrials (1.2%):

 

AGC, Inc.

   

9,700

     

472

   

Altech Corp.

   

14,900

     

246

   

Denyo Co. Ltd.

   

14,700

     

214

   

Fuji Electric Co. Ltd.

   

71,100

     

3,702

   

gremz, Inc.

   

15,200

     

338

   

Hitachi Ltd.

   

13,145

     

770

   

ITOCHU Corp.

   

29,709

     

850

   

JAC Recruitment Co. Ltd.

   

15,100

     

264

   

Komatsu Ltd.

   

12,900

     

292

   

Maeda Kosen Co. Ltd.

   

13,900

     

431

   

Mirait Holdings Corp.

   

16,400

     

284

   

Mitsubishi Electric Corp.

   

26,101

     

326

   

Mitsui & Co. Ltd.

   

26,320

     

592

   

Nippon Yusen

   

122,654

     

7,945

   

Rheon Automatic Machinery Co. Ltd.

   

22,400

     

258

   

S-Pool, Inc.

   

98,800

     

1,102

   

Yamato Holdings Co. Ltd.

   

13,061

     

288

   
     

18,374

   

Information Technology (0.8%):

 

Canon, Inc.

   

16,000

     

352

   

Comture Corp.

   

14,400

     

447

   

Digital Arts, Inc.

   

3,700

     

305

   

Double Standard, Inc.

   

7,400

     

243

   

Fujitsu Ltd.

   

4,159

     

687

   

Fukui Computer Holdings, Inc.

   

14,900

     

501

   

Future Corp.

   

14,900

     

531

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Murata Manufacturing Co. Ltd.

   

4,941

   

$

363

   

NTT Data Corp.

   

23,661

     

499

   

SHIFT, Inc. (b)

   

3,000

     

662

   

Softcreate Holdings Corp.

   

11,200

     

431

   

TechMatrix Corp.

   

15,700

     

269

   

Tokyo Electron Ltd.

   

1,901

     

999

   

Ulvac, Inc.

   

94,482

     

5,392

   

V Technology Co. Ltd.

   

7,200

     

217

   
     

11,898

   

Materials (0.1%):

 

Rengo Co. Ltd.

   

35,286

     

237

   

Shin-Etsu Chemical Co. Ltd.

   

2,243

     

374

   

Tosoh Corp.

   

19,182

     

274

   
     

885

   

Real Estate (0.1%):

 

Daiwa House Industry Co. Ltd.

   

14,572

     

423

   

Open House Co. Ltd.

   

7,991

     

453

   
     

876

   

Utilities (0.0%): (a)

 

Osaka Gas Co. Ltd.

   

18,537

     

298

   
     

88,311

   

Korea, Republic Of (1.8%):

 

Communication Services (0.1%):

 

LG Uplus Corp.

   

78,675

     

896

   

NAVER Corp.

   

2,825

     

902

   
     

1,798

   

Consumer Discretionary (0.1%):

 

Hanon Systems

   

56,742

     

618

   

Financials (0.2%):

 

DB Insurance Co. Ltd.

   

12,609

     

572

   

Hana Financial Group, Inc.

   

25,584

     

850

   

Samsung Securities Co. Ltd.

   

16,707

     

622

   

Woori Financial Group, Inc.

   

105,302

     

1,115

   
     

3,159

   

Health Care (0.1%):

 

Hugel, Inc. (b)

   

3,011

     

359

   

InBody Co. Ltd.

   

14,096

     

261

   

Samsung Biologics Co. Ltd. (b) (d)

   

813

     

610

   
     

1,230

   

Industrials (0.1%):

 

CJ Corp.

   

5,919

     

398

   

Hyundai Engineering & Construction Co. Ltd.

   

12,917

     

480

   

LG Corp.

   

6,837

     

453

   

Samsung Engineering Co. Ltd. (b)

   

34,995

     

611

   
     

1,942

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (1.1%):

 

Innox Advanced Materials Co. Ltd. (b)

   

15,830

   

$

504

   

Samsung Electronics Co. Ltd.

   

272,682

     

16,371

   
     

16,875

   

Materials (0.1%):

 

Kolon Industries, Inc.

   

7,017

     

417

   

PI Advanced Materials Co. Ltd.

   

15,369

     

597

   
     

1,014

   
     

26,636

   

Luxembourg (0.1%):

 

Energy (0.0%): (a)

 

Tenaris SA

   

38,907

     

381

   

Materials (0.1%):

 

ArcelorMittal SA

   

14,726

     

400

   
     

781

   

Malaysia (0.1%):

 

Consumer Discretionary (0.0%): (a)

 

MR DIY Group M Bhd (d)

   

758,600

     

635

   

Financials (0.1%):

 

Public Bank Bhd

   

709,900

     

665

   
     

1,300

   

Mexico (0.2%):

 

Consumer Discretionary (0.0%): (a)

 

Alsea SAB de CV (b)

   

275,324

     

471

   

Financials (0.1%):

 

Grupo Financiero Banorte SAB de CV Class O

   

148,503

     

888

   

Materials (0.1%):

 

Cemex SAB de CV, ADR (b)

   

120,064

     

738

   

Real Estate (0.0%): (a)

 

Corp Inmobiliaria Vesta SAB de CV

   

321,642

     

550

   
     

2,647

   

Netherlands (0.9%):

 

Consumer Staples (0.1%):

 

Koninklijke Ahold Delhaize NV

   

27,520

     

926

   

Financials (0.1%):

 

ING Groep NV

   

28,514

     

394

   

NN Group NV

   

9,811

     

487

   
     

881

   

Health Care (0.0%): (a)

 

Pharming Group NV (b) (c)

   

255,818

     

205

   

QIAGEN NV (b)

   

7,027

     

388

   
     

593

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.7%):

 

ASM International NV

   

19,981

   

$

8,981

   
ASML Holding NV    

802

     

629

   

STMicroelectronics NV

   

18,738

     

912

   
     

10,522

   
     

12,922

   

New Zealand (0.4%):

 

Health Care (0.4%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

235,231

     

5,321

   

Norway (0.8%):

 

Energy (0.5%):

 

Aker BP ASA

   

201,800

     

6,346

   

Equinor ASA

   

17,321

     

434

   
     

6,780

   

Financials (0.3%):

 

SpareBank 1 SMN

   

341,023

     

5,200

   
     

11,980

   

Philippines (0.0%): (a)

 

Financials (0.0%):

 

BDO Unibank, Inc.

   

212,880

     

523

   

Russian Federation (0.3%):

 

Consumer Staples (0.0%): (a)

 

Magnit PJSC

   

7,278

     

570

   

Energy (0.2%):

 

Gazprom PJSC

   

303,950

     

1,365

   

Rosneft Oil Co. PJSC, GDR

   

124,892

     

940

   
     

2,305

   

Financials (0.1%):

 

Sberbank of Russia PJSC, ADR

   

95,533

     

1,615

   
     

4,490

   

Saudi Arabia (0.1%):

 

Consumer Discretionary (0.0%): (a)

 

Leejam Sports Co. JSC

   

22,290

     

621

   

Financials (0.1%):

 

The Saudi National Bank

   

70,444

     

1,133

   
     

1,754

   

Singapore (0.4%):

 

Communication Services (0.1%):

 

Sea Ltd., ADR (b)

   

2,509

     

723

   

Consumer Staples (0.0%): (a)

 

Wilmar International Ltd.

   

162,129

     

486

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Financials (0.3%):

 

DBS Group Holdings Ltd.

   

22,805

   

$

497

   

iFAST Corp. Ltd.

   

64,300

     

392

   

Singapore Exchange Ltd.

   

540,627

     

3,530

   
     

4,419

   
     

5,628

   

South Africa (0.6%):

 

Communication Services (0.1%):

 

MTN Group Ltd. (b)

   

91,646

     

925

   

Consumer Discretionary (0.4%):

 

Mr Price Group Ltd.

   

527,233

     

6,595

   

Financials (0.1%):

 

Absa Group Ltd.

   

76,430

     

642

   

Capitec Bank Holdings Ltd.

   

6,293

     

723

   
     

1,365

   

Materials (0.0%): (a)

 

Impala Platinum Holdings Ltd.

   

61,371

     

769

   
     

9,654

   

Spain (0.6%):

 

Consumer Discretionary (0.0%): (a)

 

Industria de Diseno Textil SA

   

11,350

     

359

   

Financials (0.5%):

 

Banco Bilbao Vizcaya Argentaria SA

   

1,250,936

     

6,632

   

Banco Santander SA

   

85,620

     

266

   
     

6,898

   

Information Technology (0.0%): (a)

 

Global Dominion Access SA (d)

   

57,640

     

286

   

Utilities (0.1%):

 

Acciona SA

   

2,474

     

441

   

EDP Renovaveis SA

   

18,982

     

488

   
     

929

   
     

8,472

   

Sweden (1.5%):

 

Consumer Discretionary (0.0%): (a)

 

Boozt AB (b) (d)

   

17,110

     

326

   

Consumer Staples (0.0%): (a)

 

Swedish Match AB

   

72,736

     

531

   

Financials (0.1%):

 

Skandinaviska Enskilda Banken AB Class A

   

37,029

     

539

   

Health Care (0.2%):

 

BioGaia AB B Shares

   

7,645

     

435

   

Biotage AB

   

15,338

     

462

   

Getinge AB B Shares

   

9,943

     

417

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Sectra AB Class B (b)

   

27,530

   

$

685

   

SwedenCare AB

   

31,721

     

513

   

Xvivo Perfusion AB (b)

   

9,235

     

305

   
     

2,817

   

Industrials (1.2%):

 

Atlas Copco AB Class B

   

181,562

     

9,436

   

BTS Group AB B Shares

   

10,552

     

482

   

CTT Systems AB

   

14,634

     

370

   

Eolus Vind AB Class B

   

18,355

     

269

   

GARO AB

   

27,790

     

686

   

Hexatronic Group AB

   

9,195

     

512

   

Nibe Industrier AB Class B

   

368,452

     

5,255

   

Sandvik AB

   

22,154

     

547

   

Volvo AB Class B

   

19,116

     

412

   
     

17,969

   

Information Technology (0.0%): (a)

 

Telefonaktiebolaget LM Ericsson Class B

   

35,412

     

356

   

Materials (0.0%): (a)

 

Boliden AB

   

13,909

     

480

   
     

23,018

   

Switzerland (2.5%):

 

Consumer Discretionary (0.0%): (a)

 

Cie Financiere Richemont SA Registered Shares

   

4,317

     

643

   

Consumer Staples (0.1%):

 

Coca-Cola HBC AG

   

11,095

     

342

   

Nestle SA Registered Shares

   

11,175

     

1,432

   
     

1,774

   

Financials (0.6%):

 

Julius Baer Group Ltd.

   

8,099

     

503

   

Partners Group Holding AG

   

4,215

     

7,276

   

Swiss Life Holding AG

   

2,250

     

1,291

   

UBS Group AG

   

23,675

     

409

   
     

9,479

   

Health Care (1.3%):

 

Coltene Holding AG Registered Shares

   

4,194

     

463

   

Lonza Group AG Registered Shares

   

595

     

480

   

Novartis AG Registered Shares

   

14,206

     

1,132

   

Roche Holding AG

   

43,132

     

16,842

   

Sonova Holding AG

   

1,336

     

502

   
     

19,419

   

Industrials (0.3%):

 

Adecco Group AG

   

83,747

     

3,882

   

Kardex Holding AG Registered Shares

   

1,944

     

585

   
     

4,467

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.1%):

 

Landis+Gyr Group AG

   

5,534

   

$

345

   

u-blox Holding AG (b)

   

5,743

     

409

   
     

754

   

Materials (0.1%):

 

Gurit Holding AG Class BR

   

233

     

377

   

Holcim Ltd.

   

7,726

     

372

   

Vetropack Holding AG

   

5,570

     

321

   
     

1,070

   
     

37,606

   

Taiwan (2.0%):

 

Financials (0.6%):

 

Cathay Financial Holding Co. Ltd.

   

3,308,000

     

7,108

   

CTBC Financial Holding Co. Ltd.

   

1,018,000

     

891

   

Yuanta Financial Holding Co. Ltd.

   

1,153,000

     

980

   
     

8,979

   

Health Care (0.0%): (a)

 

Pegavision Corp.

   

30,000

     

487

   

Information Technology (1.3%):

 

ASE Technology Holding Co. Ltd.

   

141,000

     

514

   

Hon Hai Precision Industry Co. Ltd.

   

228,000

     

845

   

Lite-On Technology Corp.

   

4,306,000

     

9,311

   

MediaTek, Inc.

   

43,000

     

1,559

   

Taiwan Semiconductor Manufacturing Co. Ltd.

   

361,000

     

7,680

   
     

19,909

   

Materials (0.1%):

 

Formosa Plastics Corp.

   

184,000

     

675

   
     

30,050

   

Thailand (0.2%):

 

Energy (0.1%):

 

PTT PCL

   

637,900

     

669

   

Financials (0.1%):

 

The Siam Commercial Bank PCL

   

236,100

     

852

   

Health Care (0.0%): (a)

 

Mega Lifesciences PCL

   

373,100

     

585

   

Materials (0.0%): (a)

 

Indorama Ventures PCL

   

497,200

     

577

   

Real Estate (0.0%): (a)

 

AP Thailand PCL

   

2,262,000

     

584

   
     

3,267

   

Turkey (0.1%):

 

Communication Services (0.0%): (a)

 

Turk Telekomunikasyon A/S

   

685,075

     

495

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Industrials (0.1%):

     

KOC Holding AS

   

208,932

   

$

430

   

Turkiye Sise ve Cam Fabrikalari A/S

   

669,738

     

611

   
     

1,041

   
     

1,536

   

United Kingdom (5.3%):

     

Communication Services (0.3%):

     
4imprint Group PLC    

6,897

     

260

   

ITV PLC (b)

   

2,267,809

     

3,331

   

Team17 Group PLC (b)

   

28,650

     

253

   

Vodafone Group PLC

   

281,310

     

408

   

WPP PLC

   

26,710

     

371

   
     

4,623

   

Consumer Discretionary (0.7%):

     

AB Dynamics PLC

   

18,021

     

389

   

Aptiv PLC (b)

   

15,578

     

2,498

   

Barratt Developments PLC

   

48,324

     

447

   

Focusrite PLC

   

42,801

     

907

   

Next PLC

   

47,460

     

4,957

   

Stellantis NV

   

61,606

     

1,051

   
     

10,249

   

Consumer Staples (0.5%):

     

British American Tobacco PLC

   

10,066

     

337

   

Imperial Brands PLC

   

282,118

     

5,764

   

Tesco PLC

   

191,891

     

708

   

Unilever PLC

   

9,454

     

483

   
     

7,292

   

Energy (0.0%): (a)

     
BP PLC    

174,413

     

756

   

Financials (1.0%):

     
3i Group PLC    

46,910

     

861

   

Barclays PLC

   

195,089

     

476

   

Close Brothers Group PLC

   

280,719

     

4,811

   

CMC Markets PLC (d)

   

45,163

     

139

   

Intermediate Capital Group PLC

   

156,333

     

4,342

   

Legal & General Group PLC

   

111,078

     

415

   

Standard Chartered PLC

   

54,858

     

302

   

Willis Towers Watson PLC

   

16,900

     

3,817

   
     

15,163

   

Health Care (0.1%):

     

AstraZeneca PLC

   

5,193

     

569

   

EKF Diagnostics Holdings PLC

   

291,709

     

293

   

Hikma Pharmaceuticals PLC

   

12,885

     

379

   

Tristel PLC (c)

   

56,437

     

315

   
     

1,556

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Industrials (0.9%):

 

Alpha Financial Markets Consulting PLC

   

49,436

   

$

255

   

Ashtead Group PLC

   

93,818

     

7,546

   

BAE Systems PLC

   

56,652

     

412

   

Bunzl PLC

   

10,057

     

383

   

Concentric AB

   

13,990

     

434

   

Ferguson PLC

   

2,758

     

420

   

Judges Scientific PLC

   

5,411

     

562

   

Robert Walters PLC

   

34,399

     

352

   

Royal Mail PLC

   

66,561

     

443

   

Sensata Technologies Holding PLC

   

31,400

     

1,749

   

SThree PLC

   

103,488

     

715

   

Volex PLC

   

61,981

     

302

   
     

13,573

   

Information Technology (0.1%):

 

GB Group PLC

   

24,928

     

253

   

Kainos Group PLC

   

22,249

     

551

   
     

804

   

Materials (1.7%):

 

Anglo American PLC

   

49,472

     

1,821

   

Croda International PLC

   

83,443

     

11,188

   

Evraz PLC

   

566,872

     

4,321

   

Rio Tinto PLC

   

113,246

     

6,941

   

Treatt PLC

   

51,034

     

755

   
     

25,026

   

Real Estate (0.0%): (a)

 

Safestore Holdings PLC

   

23,146

     

410

   
     

79,452

   

United States (54.8%):

 

Communication Services (4.3%):

 

Alphabet, Inc. Class C (b)

   

11,863

     

33,798

   

Alphabet, Inc. Class A (b)

   

600

     

1,703

   

EverQuote, Inc. Class A (b)

   

34,810

     

459

   

Meta Platforms, Inc. Class A (b)

   

81,865

     

26,562

   

Snap, Inc. Class A (b)

   

38,602

     

1,838

   
     

64,360

   

Consumer Discretionary (7.6%):

 

Airbnb, Inc. Class A (b)

   

15,918

     

2,746

   

Amazon.com, Inc. (b)

   

10,011

     

35,109

   

America's Car-Mart, Inc.

   

3,090

     

303

   

Bassett Furniture Industries, Inc.

   

20,519

     

313

   

BJ's Restaurants, Inc.

   

11,375

     

340

   

Burlington Stores, Inc. (b)

   

13,361

     

3,916

   

Century Communities, Inc.

   

11,691

     

831

   

General Motors Co. (b)

   

30,500

     

1,765

   

Las Vegas Sands Corp. (b)

   

17,600

     

627

   

Lazydays Holdings, Inc. (b)

   

33,261

     

673

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

LKQ Corp.

   

37,300

   

$

2,085

   

M/I Homes, Inc.

   

10,999

     

615

   

McDonald's Corp.

   

83,420

     

20,405

   

Movado Group, Inc.

   

21,406

     

960

   

NIKE, Inc. Class B

   

23,284

     

3,941

   

PulteGroup, Inc.

   

291,222

     

14,570

   

Ross Stores, Inc.

   

117,088

     

12,773

   

Ruth's Hospitality Group, Inc. (b)

   

22,647

     

385

   

Target Corp.

   

6,700

     

1,634

   

Tesla, Inc. (b)

   

8,181

     

9,365

   

Vera Bradley, Inc. (b)

   

47,396

     

451

   
     

113,807

   

Consumer Staples (3.4%):

 

Colgate-Palmolive Co.

   

151,462

     

11,363

   

Keurig Dr Pepper, Inc.

   

121,000

     

4,113

   

Lamb Weston Holdings, Inc.

   

22,100

     

1,147

   

Mondelez International, Inc. Class A

   

59,100

     

3,483

   

PepsiCo, Inc.

   

100,860

     

16,115

   

The Estee Lauder Cos., Inc.

   

45,104

     

14,978

   
     

51,199

   

Energy (1.6%):

 

Cactus, Inc. Class A

   

190,830

     

6,965

   

Clean Energy Fuels Corp. (c)

   

68,814

     

493

   

ConocoPhillips

   

133,954

     

9,394

   

Enterprise Products Partners LP

   

97,000

     

2,075

   

Expro Group Holdings NV (b)

   

17,243

     

242

   

Hess Corp.

   

20,400

     

1,520

   

Pioneer Natural Resources Co.

   

9,500

     

1,694

   

Renewable Energy Group, Inc. (b)

   

8,463

     

404

   

RPC, Inc.

   

106,668

     

430

   

TETRA Technologies, Inc. (b)

   

173,719

     

454

   

Valero Energy Corp.

   

8,000

     

536

   
     

24,207

   

Financials (7.0%):

 

Bank of America Corp.

   

335,263

     

14,909

   

BayCom Corp. (b)

   

24,256

     

442

   

Cboe Global Markets, Inc.

   

23,800

     

3,069

   

Comerica, Inc.

   

58,200

     

4,803

   

First Busey Corp.

   

52,623

     

1,352

   

Heritage Financial Corp.

   

18,372

     

430

   

Interactive Brokers Group, Inc.

   

28,400

     

2,096

   

JPMorgan Chase & Co.

   

114,444

     

18,177

   

KeyCorp

   

103,400

     

2,320

   

LPL Financial Holdings, Inc.

   

51,894

     

8,179

   

MSCI, Inc.

   

6,049

     

3,808

   

Old Second Bancorp, Inc.

   

58,689

     

725

   

S&P Global, Inc.

   

39,283

     

17,902

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

The PNC Financial Services Group, Inc.

   

53,385

   

$

10,517

   

The Progressive Corp.

   

121,118

     

11,257

   

Trean Insurance Group, Inc. (b)

   

20,399

     

172

   

U.S. Bancorp

   

63,600

     

3,520

   

Voya Financial, Inc. (c)

   

17,200

     

1,069

   
     

104,747

   

Health Care (7.4%):

 

AbbVie, Inc.

   

23,100

     

2,663

   

Addus HomeCare Corp.

   

3,623

     

316

   

Align Technology, Inc. (b)

   

5,614

     

3,433

   

Amedisys, Inc. (b)

   

21,362

     

2,983

   

Amgen, Inc.

   

49,868

     

9,918

   

Atrion Corp.

   

633

     

449

   

BioLife Solutions, Inc. (b)

   

16,954

     

647

   

Cigna Corp.

   

14,400

     

2,763

   

CryoLife, Inc.

   

13,167

     

226

   

CVS Health Corp.

   

149,573

     

13,321

   

Eli Lilly & Co.

   

55,893

     

13,864

   

Humana, Inc.

   

9,400

     

3,945

   

IDEXX Laboratories, Inc. (b)

   

20,601

     

12,527

   

Johnson & Johnson

   

114,916

     

17,919

   

Lantheus Holdings, Inc.

   

10,797

     

289

   

LeMaitre Vascular, Inc.

   

13,427

     

628

   

Masimo Corp. (b)

   

11,227

     

3,122

   

Medtronic PLC

   

31,200

     

3,329

   

Mesa Laboratories, Inc.

   

1,295

     

400

   

ModivCare, Inc. (b)

   

3,043

     

417

   

Orthofix Medical, Inc.

   

15,064

     

461

   

Pacira BioSciences, Inc.

   

5,111

     

269

   

Retractable Technologies, Inc. (b) (c)

   

27,512

     

238

   

Sotera Health Co. (b)

   

102,800

     

2,194

   

The Joint Corp. (b)

   

3,903

     

312

   

Thermo Fisher Scientific, Inc.

   

7,180

     

4,544

   

UnitedHealth Group, Inc.

   

5,400

     

2,399

   

Veeva Systems, Inc. Class A (b)

   

10,988

     

3,105

   

Vericel Corp. (b)

   

9,233

     

344

   

Zoetis, Inc.

   

17,068

     

3,790

   
     

110,815

   

Industrials (2.5%):

 

Allied Motion Technologies, Inc.

   

17,481

     

690

   

Ameresco, Inc. Class A (b)

   

5,769

     

521

   

CIRCOR International, Inc. (b)

   

13,623

     

367

   

Concrete Pumping Holdings, Inc. (b)

   

50,278

     

411

   

CoStar Group, Inc. (b)

   

28,490

     

2,215

   

Generac Holdings, Inc. (b)

   

9,512

     

4,007

   

Graham Corp.

   

19,564

     

250

   

Harsco Corp.

   

25,807

     

376

   

Honeywell International, Inc.

   

57,181

     

11,564

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Hyster-Yale Materials Handling, Inc.

   

10,250

   

$

402

   

Insteel Industries, Inc.

   

17,424

     

735

   

L3Harris Technologies, Inc.

   

5,500

     

1,150

   

Leidos Holdings, Inc.

   

17,400

     

1,530

   

NN, Inc. (b)

   

101,071

     

450

   

Orion Group Holdings, Inc.

   

63,636

     

261

   

PACCAR, Inc.

   

17,400

     

1,451

   

Parker-Hannifin Corp.

   

5,200

     

1,571

   

Preformed Line Products Co.

   

3,890

     

246

   

Raytheon Technologies Corp.

   

13,600

     

1,100

   

The Greenbrier Cos., Inc.

   

14,556

     

582

   

TPI Composites, Inc. (b)

   

12,935

     

231

   

Transcat, Inc.

   

14,168

     

1,260

   

U.S. Xpress Enterprises, Inc. Class A

   

33,841

     

266

   

Uber Technologies, Inc. (b)

   

81,938

     

3,114

   

Union Pacific Corp.

   

11,000

     

2,592

   

Willdan Group, Inc.

   

9,122

     

365

   
     

37,707

   

Information Technology (18.0%):

 

Adobe, Inc. (b)

   

8,039

     

5,385

   

Ambarella, Inc.

   

2,913

     

523

   

Apple, Inc.

   

319,847

     

52,871

   

Autodesk, Inc. (b)

   

6,720

     

1,708

   

Cadence Design Systems, Inc. (b)

   

17,593

     

3,122

   

Cisco Systems, Inc.

   

291,492

     

15,985

   

Crowdstrike Holdings, Inc. Class A (b)

   

10,612

     

2,304

   

Diodes, Inc. (b)

   

3,819

     

406

   

EPAM Systems, Inc. (b)

   

7,378

     

4,490

   

ePlus, Inc.

   

7,668

     

809

   

Euronet Worldwide, Inc.

   

19,600

     

1,987

   

Fidelity National Information Services, Inc.

   

22,400

     

2,341

   

FleetCor Technologies, Inc. (b)

   

7,800

     

1,616

   

Fortinet, Inc. (b)

   

50,321

     

16,712

   

Global Payments, Inc.

   

28,000

     

3,333

   

Grid Dynamics Holdings, Inc. (b)

   

36,838

     

1,445

   

Ichor Holdings Ltd. (b)

   

13,733

     

658

   

Iteris, Inc. (b)

   

59,796

     

271

   

Luna Innovations, Inc. (b)

   

73,822

     

618

   

Mastercard, Inc. Class A

   

47,582

     

14,985

   

Microsoft Corp.

   

173,064

     

57,213

   

Napco Security Technologies, Inc. (b)

   

18,468

     

858

   

NVIDIA Corp.

   

127,234

     

41,575

   

PAR Technology Corp. (c)

   

10,800

     

566

   

PayPal Holdings, Inc. (b)

   

23,177

     

4,285

   

Perficient, Inc. (b)

   

9,823

     

1,346

   

ServiceNow, Inc. (b)

   

7,910

     

5,123

   

Texas Instruments, Inc.

   

83,311

     

16,027

   

The Trade Desk, Inc. Class A (b)

   

38,943

     

4,028

   

Twilio, Inc. Class A (b)

   

9,047

     

2,589

   

Ultra Clean Holdings, Inc.

   

13,455

     

737

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

 

Shares

 

Value

 

Upland Software, Inc.

   

12,313

   

$

241

   

Visa, Inc. Class A (c)

   

25,473

     

4,936

   
     

271,093

   

Materials (0.4%):

 

Freeport-McMoRan, Inc.

   

43,400

     

1,609

   

Koppers Holdings, Inc. (b)

   

17,507

     

529

   

PPG Industries, Inc.

   

3,700

     

570

   

Sealed Air Corp.

   

58,600

     

3,640

   

UFP Technologies, Inc. (b)

   

5,904

     

395

   
     

6,743

   

Real Estate (1.4%):

 

Host Hotels & Resorts, Inc. (b)

   

198,800

     

3,121

   

Prologis, Inc.

   

117,221

     

17,671

   
     

20,792

   

Utilities (1.2%):

 

Exelon Corp.

   

61,200

     

3,227

   

FirstEnergy Corp.

   

35,600

     

1,341

   

MGE Energy, Inc.

   

120,491

     

8,746

   

Vistra Corp.

   

200,000

     

3,976

   
     

17,290

   
     

822,760

   

Total Common Stocks (Cost $1,107,255)

   

1,476,669

   

Exchange-Traded Funds (0.2%)

 

United States (0.2%):

 

iShares Core MSCI EAFE ETF

   

15,686

     

1,145

   

iShares MSCI EAFE Small-Cap ETF

   

8,102

     

583

   

iShares Russell 2000 ETF (c)

   

4,222

     

921

   
     

2,649

   

Total Exchange-Traded Funds (Cost $2,822)

   

2,649

   

Collateral for Securities Loaned^ (1.3%)

 

United States (1.3%):

 

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

   

19,884,151

     

19,884

   

Total Collateral for Securities Loaned (Cost $19,884)

   

19,884

   

Total Investments (Cost $1,129,961) — 99.8%

   

1,499,202

   

Other assets in excess of liabilities — 0.2%

   

2,767

   

NET ASSETS — 100.00%

 

$

1,501,969

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

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

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Sustainable World Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2021, the fair value of these securities was $17,779 (thousands) and amounted to 1.2% of net assets.

(e)  Rate disclosed is the daily yield on November 30, 2021.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

LP — Limited Partnership

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

 


24


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Sustainable
World Fund
 

Assets:

 

Investments, at value (Cost $1,129,961)

 

$

1,499,202

(a)

 

Foreign currency, at value (Cost $834)

   

834

   

Cash

   

15,096

   

Receivables:

 

Interest and dividends

   

1,925

   

Capital shares issued

   

187

   

Investments sold

   

10,221

   

Reclaims

   

1,928

   

From Adviser

   

6

   

Prepaid expenses

   

32

   

Total Assets

   

1,529,431

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

19,884

   

Investments purchased

   

5,789

   

Capital shares redeemed

   

310

   

Accrued foreign capital gains taxes

   

67

   

Accrued expenses and other payables:

 

Investment advisory fees

   

961

   

Administration fees

   

192

   

Custodian fees

   

42

   

Transfer agent fees

   

119

   

Compliance fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

97

   

Total Liabilities

   

27,462

   

Net Assets:

 

Capital

   

893,303

   

Total accumulated earnings/(loss)

   

608,666

   

Net Assets

 

$

1,501,969

   

Net Assets

 

Fund Shares

 

$

1,496,081

   

Institutional Shares

   

3,090

   

Class A

   

2,798

   

Total

 

$

1,501,969

   

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

 

Fund Shares

   

47,140

   

Institutional Shares

   

97

   

Class A

   

88

   

Total

   

47,325

   

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

 

Fund Shares

 

$

31.74

   

Institutional Shares

 

$

31.82

   

Class A

 

$

31.73

   

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
 

$

33.67

   

(a)  Includes $18,855 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

See notes to financial statements.

 


25


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Sustainable
World Fund
 

Investment Income:

 

Dividends

 

$

14,463

   

Interest

   

2

   

Securities lending (net of fees)

   

41

   

Foreign tax withholding

   

(1,129

)

 

Total Income

   

13,377

   

Expenses:

 

Investment advisory fees

   

5,769

   

Administration fees — Fund Shares

   

1,150

   

Administration fees — Institutional Shares

   

2

   

Administration fees — Class A

   

2

   

Sub-Administration fees

   

49

   
12b-1 fees — Class A    

4

   

Custodian fees

   

177

   

Transfer agent fees — Fund Shares

   

716

   

Transfer agent fees — Institutional Shares

   

2

   

Transfer agent fees — Class A

   

2

   

Trustees' fees

   

24

   

Compliance fees

   

5

   

Legal and audit fees

   

43

   

State registration and filing fees

   

25

   

Other expenses

   

100

   

Total Expenses

   

8,070

   

Expenses waived/reimbursed by Adviser

   

(13

)

 

Net Expenses

   

8,057

   

Net Investment Income (Loss)

   

5,320

   

Realized/Unrealized Gains (Losses) from Investments:

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

42,789

   

Foreign taxes on realized gains

   

(19

)

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

(13,427

)

 

Net change in accrued foreign taxes on unrealized gains

   

70

   

Net realized/unrealized gains (losses) on investments

   

29,413

   

Change in net assets resulting from operations

 

$

34,733

   

See notes to financial statements.

 


26


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Sustainable World Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

5,320

   

$

11,845

   

Net realized gains (losses) from investments

   

42,770

     

265,661

   
Net change in unrealized appreciation/depreciation on
investments
   

(13,357

)

   

176,212

   

Change in net assets resulting from operations

   

34,733

     

453,718

   

Distributions to Shareholders:

 

Fund Shares

   

     

(64,664

)

 

Institutional Shares

   

     

(328

)

 

Class A

   

     

(321

)

 

Change in net assets resulting from distributions to shareholders

   

     

(65,313

)

 

Change in net assets resulting from capital transactions

   

(46,277

)

   

(116,446

)

 

Change in net assets

   

(11,544

)

   

271,959

   

Net Assets:

 

Beginning of period

   

1,513,513

     

1,241,554

   

End of period

 

$

1,501,969

   

$

1,513,513

   

(continues on next page)

See notes to financial statements.

 


27


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Sustainable World Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

38,586

   

$

72,139

   

Distributions reinvested

   

     

63,933

   

Cost of shares redeemed

   

(85,078

)

   

(241,694

)

 

Total Fund Shares

 

$

(46,492

)

 

$

(105,622

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

760

   

$

1,307

   

Distributions reinvested

   

     

96

   

Cost of shares redeemed

   

(390

)

   

(6,761

)

 

Total Institutional Shares

 

$

370

   

$

(5,358

)

 

Class A

 

Proceeds from shares issued

 

$

98

   

$

6,709

   

Distributions reinvested

   

     

61

   

Cost of shares redeemed

   

(253

)

   

(12,236

)

 

Total Class A

 

$

(155

)

 

$

(5,466

)

 

Change in net assets resulting from capital transactions

 

$

(46,277

)

 

$

(116,446

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,209

     

2,582

   

Reinvested

   

     

2,305

   

Redeemed

   

(2,666

)

   

(8,859

)

 

Total Fund Shares

   

(1,457

)

   

(3,972

)

 

Institutional Shares

 

Issued

   

23

     

48

   

Reinvested

   

     

3

   

Redeemed

   

(12

)

   

(227

)

 

Total Institutional Shares

   

11

     

(176

)

 

Class A

 

Issued

   

3

     

280

   

Reinvested

   

     

2

   

Redeemed

   

(8

)

   

(464

)

 

Total Class A

   

(5

)

   

(182

)

 

Change in Shares

   

(1,451

)

   

(4,330

)

 

See notes to financial statements.

 


28


 

This page is intentionally left blank.

 


29


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

 

     

Investment Activities

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

USAA Sustainable World Fund

     

Fund Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

31.03

     

0.11

(d)

   

0.60

     

0.71

     

     

   

Year Ended May 31:

 

2021

 

$

23.38

     

0.23

(d)

   

8.74

     

8.97

     

(0.18

)

   

(1.14

)

 

2020

 

$

30.71

     

0.27

(d)

   

2.87

     

3.14

     

(0.32

)

   

(10.15

)

 

2019

 

$

31.82

     

0.33

     

0.51

     

0.84

     

(0.28

)

   

(1.67

)

 

2018

 

$

31.16

     

0.30

     

1.78

     

2.08

     

(0.23

)

   

(1.19

)

 

2017

 

$

27.20

     

0.19

     

4.55

     

4.74

     

(0.21

)

   

(0.57

)

 

Institutional Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

31.10

     

0.12

(d)

   

0.60

     

0.72

     

     

   

Year Ended May 31:

 

2021

 

$

23.42

     

0.24

(d)

   

8.77

     

9.01

     

(0.19

)

   

(1.14

)

 

2020

 

$

30.74

     

0.29

(d)

   

2.86

     

3.15

     

(0.32

)

   

(10.15

)

 

2019

 

$

31.75

     

0.38

     

0.48

     

0.86

     

(0.20

)

   

(1.67

)

 

2018

 

$

31.14

     

0.29

     

1.80

     

2.09

     

(0.29

)

   

(1.19

)

 

2017

 

$

27.14

     

0.20

     

4.55

     

4.75

     

(0.18

)

   

(0.57

)

 

Class A

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

31.06

     

0.07

(d)

   

0.60

     

0.67

     

     

   

Year Ended May 31:

 

2021

 

$

23.40

     

0.15

(d)

   

8.76

     

8.91

     

(0.11

)

   

(1.14

)

 

2020

 

$

30.77

     

0.19

(d)

   

2.86

     

3.05

     

(0.27

)

   

(10.15

)

 

2019

 

$

31.86

     

0.24

(d)

   

0.53

     

0.77

     

(0.19

)

   

(1.67

)

 

2018

 

$

31.07

     

0.18

(d)

   

1.80

     

1.98

     

(h)

   

(1.19

)

 

2017

 

$

27.13

     

0.12

     

4.53

     

4.65

     

(0.14

)

   

(0.57

)

 

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

**  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)  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 classes of shares issued.

See notes to financial statements.

 


30


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Sustainable World Fund

 

Fund Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

     

   

$

31.74

     

2.29

%

   

1.05

%

   

0.69

%

   

1.05

%

 

$

1,496,081

     

19

%

 

Year Ended May 31:

 

2021

   

(1.32

)

   

   

$

31.03

     

39.07

%

   

1.05

%

   

0.86

%

   

1.05

%

 

$

1,507,963

     

88

%

 

2020

   

(10.47

)

   

   

$

23.38

     

7.81

%

   

1.07

%

   

0.98

%

   

1.07

%

 

$

1,228,986

     

103

%(e)

 

2019

   

(1.95

)

   

   

$

30.71

     

3.23

%

   

1.09

%

   

1.09

%

   

1.09

%

 

$

1,280,661

     

8

%

 

2018

   

(1.42

)

   

   

$

31.82

     

6.68

%

   

1.10

%

   

0.98

%

   

1.10

%

 

$

1,353,880

     

10

%

 

2017

   

(0.78

)

   

   

$

31.16

     

17.81

%

   

1.13

%

   

0.72

%

   

1.13

%

 

$

1,319,357

     

12

%

 

Institutional Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

     

   

$

31.82

     

2.32

%

   

1.00

%

   

0.72

%

   

1.39

%

 

$

3,090

     

19

%

 

Year Ended May 31:

 

2021

   

(1.33

)

   

   

$

31.10

     

39.17

%

   

0.99

%

   

0.87

%

   

1.27

%

 

$

2,660

     

88

%

 

2020

   

(10.47

)

   

   

$

23.42

     

7.85

%

   

1.00

%

   

1.00

%

   

1.13

%

 

$

6,143

     

103

%(e)

 

2019

   

(1.87

)

   

   

$

30.74

     

3.29

%

   

1.05

%(f)

   

1.13

%

   

1.11

%

 

$

12,567

     

8

%

 

2018

   

(1.48

)

   

   

$

31.75

     

6.70

%

   

1.10

%

   

1.19

%

   

1.10

%

 

$

30,127

     

10

%

 

2017

   

(0.75

)

   

   

$

31.14

     

17.89

%

   

1.09

%

   

0.78

%

   

1.37

%

 

$

6,877

     

12

%

 

Class A

 
Six Months Ended
November 30, 2021
(Unaudited)
   

     

   

$

31.73

     

2.16

%

   

1.29

%

   

0.45

%

   

1.81

%

 

$

2,798

     

19

%

 

Year Ended May 31:

 

2021

   

(1.25

)

   

   

$

31.06

     

38.73

%

   

1.32

%

   

0.53

%

   

1.62

%

 

$

2,890

     

88

%

 

2020

   

(10.42

)

   

   

$

23.40

     

7.49

%

   

1.35

%

   

0.68

%

   

1.43

%

 

$

6,425

     

103

%(e)

 

2019

   

(1.86

)

   

   

$

30.77

     

2.98

%

   

1.35

%

   

0.76

%

   

1.46

%

 

$

8,133

     

8

%

 

2018

   

(1.19

)

   

(h)

 

$

31.86

     

6.36

%

   

1.39

%(g)

   

0.57

%

   

1.43

%

 

$

10,114

     

10

%

 

2017

   

(0.71

)

   

(h)

 

$

31.07

     

17.50

%

   

1.42

%

   

0.45

%

   

1.42

%

 

$

19,722

     

12

%

 

(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)  Effective October 1, 2018, USAA Asset Management Company ("AMCO") (previous Adviser) had voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.00% of the Institutional Shares' average daily net assets.

(g)  Effective October 1, 2017, AMCO had voluntarily agreed to limit the annual expenses of the Class A shares to 1.35% of the Class A shares' average daily net assets.

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

See notes to financial statements.

 


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Sustainable World 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.

 


32


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts ("ADRs"), 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 November 30, 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

 

$

928,673

   

$

547,996

   

$

   

$

1,476,669

   

Exchange-Traded Funds

   

2,649

     

     

     

2,649

   

Collateral for Securities Loaned

   

19,884

     

     

     

19,884

   

Total

 

$

951,206

   

$

547,996

   

$

   

$

1,499,202

   

For the six months ended November 30, 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 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

 


33


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

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

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of November 30, 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 or 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio

 


34


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

18,855

   

$

   

$

19,884

   

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 May 31.

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

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$284,758

 

$331,607

 

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 six months ended November 30, 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.

 


36


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 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 Global Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period June 1, 2021 to November 30, 2021, performance adjustments were $0, $0, and $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.00%, 0.00%, 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 May 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid 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 six months ended November 30, 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 six months ended November 30, 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. The funds in the Trust, Victory

 


37


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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, up to an annual rate of 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 six months ended November 30, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended November 30, 2021, the Distributor received less than $1 thousand dollars from commissions earned on the sale of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 November 30, 2021, the expense limits (excluding voluntary waivers) were 1.09%, 1.00%, and 1.35% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, as 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

 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 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 repayments are not probable at November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 

$

14

   

$

37

   

$

13

   

$

64

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 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 stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

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

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed.

 


39


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Prior to June 29, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the six months ended November 30, 2021.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

 


40


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 

Fund Shares

 

$

1,000.00

   

$

1,022.90

   

$

1,019.80

   

$

5.32

   

$

5.32

     

1.05

%

 

Institutional Shares

   

1,000.00

     

1,023.20

     

1,020.05

     

5.07

     

5.06

     

1.00

%

 

Class A

   

1,000.00

     

1,021.60

     

1,018.60

     

6.54

     

6.53

     

1.29

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


41


 

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  

23412-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Government Securities Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    9    

Statement of Operations

    10    

Statements of Changes in Net Assets

    11    

Financial Highlights

   

14

   

Notes to Financial Statements

   

18

   

Supplemental Information

   

28

   

Proxy Voting and Portfolio Holdings Information

    28    

Expense Examples

    28    

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


 
USAA Mutual Funds Trust
USAA Government Securities Fund
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide a high level of current income consistent with preservation of principal.

Asset Allocation:

November 30, 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.

 


2


 
USAA Mutual Funds Trust
USAA Government Securities Fund
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (2.3%)

 
Montana Higher Education Student Assistance Corp., Series 2012-1, Class A2,
1.09% (LIBOR01M+100bps) (a)
 

$

3,461

   

$

3,479

   
Navient Student Loan Trust, Series 2014-1, Class A3, 0.60% (LIBOR01M+51bps),
6/25/31 (a)
   

2,100

     

2,055

   
Navient Student Loan Trust, Series 2016-2, Class A2, 1.14% (LIBOR01M+105bps),
6/25/65, Callable 6/25/33 @ 100 (a) (b)
   

200

     

200

   
Nelnet Student Loan Trust, Series 2015-3, Class A2, 0.69% (LIBOR01M+60bps),
2/27/51, Callable 5/25/34 @ 100 (a) (b)
   

3,318

     

3,296

   
Nelnet Student Loan Trust, Series 2019-5, Class A, 2.53%, 10/25/67, Callable
6/25/35 @ 100 (b)
   

3,034

     

3,092

   
Nelnet Student Loan Trust, Series 2006-3, Class B, 0.38% (LIBOR03M+25bps),
6/25/41, Callable 9/25/24 @ 100 (a)
   

2,568

     

2,379

   
SLM Student Loan Trust, Series 2006-4, Class B, 0.32% (LIBOR03M+20bps),
1/25/70, Callable 10/25/32 @ 100 (a)
   

3,659

     

3,509

   
SLM Student Loan Trust, Series 2013-6, Class A3, 0.74% (LIBOR01M+65bps),
6/25/55, Callable 11/25/29 @ 100 (a)
   

2,799

     

2,797

   
SunTrust Student Loan Trust, Series 2006-1A, Class B, 0.41% (LIBOR03M+27bps),
10/28/37, Callable 1/28/26 @ 100 (a) (b)
   

962

     

891

   
Wepco Environmental Trust Finance I LLC, Series 2021-1, Class A, 1.58%,
12/15/35
   

4,500

     

4,531

   

Total Asset-Backed Securities (Cost $26,316)

   

26,229

   

Municipal Bonds (5.3%)

 

Hawaii (0.0%): (c)

 
State of Hawaii Department of Business Economic Development & Tourism
Revenue, Series A-2, 3.24%, 1/1/31
   

188

     

200

   

Kansas (0.3%):

 

Kansas Development Finance Authority Revenue, Series H, 3.94%, 4/15/26

   

3,000

     

3,294

   

Louisiana (0.4%):

 

State of Louisiana, GO, Series C-1, 0.84%, 6/1/25

   

5,000

     

4,963

   

Michigan (0.1%):

 

Michigan State Building Authority Revenue, Series II, 0.46%, 10/15/22

   

1,500

     

1,498

   

Mississippi (0.9%):

 

State of Mississippi, GO, Series E, 1.67%, 10/1/27 (d)

   

10,000

     

10,113

   

Ohio (0.3%):

 

State of Ohio, GO, Series A, 1.78%, 8/1/32

   

3,000

     

2,982

   

Tennessee (0.2%):

 

State of Tennessee, GO, Series B, 1.73%, 11/1/32, Continuously Callable @ 100

   

2,400

     

2,380

   

Texas (2.2%):

 

Boerne School District, GO, 1.77%, 2/1/32, Continuously Callable @ 100

   

650

     

649

   
City of Abilene, GO
2.41%, 2/15/26
   

1,715

     

1,797

   

2.54%, 2/15/27

   

1,195

     

1,266

   

2.64%, 2/15/29

   

1,000

     

1,069

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Government Securities Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 
City of Houston Texas Combined Utility System Revenue
3.82%, 11/15/29, Continuously Callable @ 100
 

$

3,000

   

$

3,389

   

Series E, 3.72%, 11/15/28

   

1,530

     

1,722

   
State of Texas, GO
1.61%, 10/1/22
   

1,585

     

1,602

   

2.53%, 10/1/31, Continuously Callable @ 100

   

3,500

     

3,699

   

Texas Public Finance Authority Revenue, 0.93%, 2/1/26

   

2,000

     

1,967

   
Texas Public Finance Authority State of Texas, GO
Series C, 2.83%, 10/1/25
   

3,000

     

3,184

   

Series C, 3.01%, 10/1/26, Continuously Callable @ 100

   

4,000

     

4,261

   
     

24,605

   

Virginia (0.8%):

 
Virginia Public Building Authority Revenue
Series C, 2.25%, 8/1/26
   

1,370

     

1,423

   

Series C, 2.40%, 8/1/27

   

1,475

     

1,540

   

Series C, 2.56%, 8/1/29

   

2,700

     

2,837

   

Virginia Public School Authority Revenue, Series C, 0.55%, 8/1/23

   

3,000

     

2,985

   
     

8,785

   

Wisconsin (0.1%):

 

State of Wisconsin, GO, Series 4, 1.90%, 5/1/33, Continuously Callable @ 100

   

1,000

     

995

   

Total Municipal Bonds (Cost $57,889)

   

59,815

   

U.S. Government Agency Mortgages (44.6%)

 
Federal Home Loan Mortgage Corporation
Series K019, Class A2, 2.27%, 3/25/22
   

1,862

     

1,866

   

Series K026, Class A1, 1.69%, 4/25/22

   

253

     

253

   

Series K720, Class A2, 2.72%, 6/25/22

   

3,738

     

3,760

   

Series K022, Class A2, 2.36%, 7/25/22

   

2,900

     

2,926

   

Series K026, Class A2, 2.51%, 11/25/22

   

5,000

     

5,078

   

Series K027, Class A2, 2.64%, 1/25/23

   

5,000

     

5,090

   

Series K029, Class A2, 3.32%, 2/25/23 (e)

   

2,978

     

3,058

   

Series K725, Class A2, 3.00%, 1/25/24

   

5,000

     

5,193

   

Series K037, Class A2, 3.49%, 1/25/24

   

10,030

     

10,477

   

Series K038, Class A2, 3.39%, 3/25/24

   

3,000

     

3,152

   

Series K727, Class A2, 2.95%, 7/25/24

   

20,000

     

20,828

   

Series K052, Class A1, 2.60%, 1/25/25

   

1,951

     

1,993

   

Series K045, Class A2, 3.02%, 1/25/25

   

3,000

     

3,164

   

Series K730, Class A2, 3.59%, 1/25/25

   

5,000

     

5,319

   

Series K056, Class A1, 2.20%, 7/25/25

   

3,594

     

3,675

   

Series K049, Class A2, 3.01%, 7/25/25

   

4,000

     

4,238

   

Series KC02, Class A2, 3.37%, 7/25/25 (f)

   

30,000

     

31,265

   

Series K051, Class A2, 3.31%, 9/25/25

   

10,000

     

10,713

   

Series K733, Class AM, 3.75%, 9/25/25

   

5,000

     

5,431

   

Series KIR1, Class A2, 2.85%, 3/25/26 (f)

   

7,709

     

8,137

   

Series K056, Class A2, 2.53%, 5/25/26

   

5,000

     

5,241

   

Series K057, Class A2, 2.57%, 7/25/26

   

7,000

     

7,357

   

Series K061, Class A1, 3.01%, 8/25/26

   

1,652

     

1,714

   

Series 3987, Class A, 2.00%, 9/15/26

   

612

     

618

   

Series K059, Class A2, 3.12%, 9/25/26 (e)

   

4,500

     

4,846

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Government Securities Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

Series K061, Class A2, 3.35%, 11/25/26 (e)

 

$

4,000

   

$

4,358

   

Series K066, Class A2, 3.12%, 6/25/27

   

3,000

     

3,252

   

Series K067, Class A2, 3.19%, 7/25/27

   

9,274

     

10,108

   

Series K069, Class A2, 3.19%, 9/25/27 (e)

   

2,879

     

3,143

   

Series K071, Class A2, 3.29%, 11/25/27

   

5,000

     

5,492

   

Series K080, Class A2, 3.93%, 7/25/28 (e)

   

15,000

     

17,140

   

3.00%, 3/1/32 – 6/1/42

   

10,952

     

11,508

   

3.50%, 10/1/33 – 8/1/48

   

8,499

     

9,028

   

4.00%, 10/1/33 – 8/1/48

   

19,330

     

21,000

   

5.50%, 12/1/35

   

267

     

303

   

Series 3134, Class FA, 0.39% (LIBOR01M+30bps), 3/15/36 (a)

   

478

     

479

   

Series 4023, Class PF, 0.64% (LIBOR01M+55bps), 10/15/41 (a)

   

506

     

509

   

4.50%, 9/1/48

   

1,452

     

1,561

   

Series K078, Class A2, 3.85%, 6/25/51

   

12,500

     

14,227

   
     

257,500

   
Federal National Mortgage Association
2.42%, 11/1/22
   

19,029

     

19,161

   

2.50%, 4/1/23 – 11/1/50

   

18,455

     

18,825

   

Series M1, Class A2, 3.19%, 7/25/23 (e)

   

760

     

778

   

Series M7, Class AV2, 2.16%, 10/25/23

   

3,486

     

3,531

   

Series M13, Class A2, 2.80%, 6/25/25 (e)

   

2,015

     

2,096

   

3.00%, 2/1/27 – 2/1/50

   

8,782

     

9,196

   

Series M8, Class A2, 3.06%, 5/25/27 (e)

   

4,000

     

4,309

   

Series M12, Class A2, 3.17%, 6/25/27 (e)

   

5,433

     

5,880

   

Series 73, Class DC, 1.50%, 7/25/27 – 10/25/27

   

3,032

     

3,059

   

Series 102, Class GA, 1.38%, 9/25/27

   

681

     

684

   

Series M4, Class A2, 3.16%, 3/25/28 (e)

   

2,637

     

2,869

   

Series M10, Class A2, 3.48%, 7/25/28 (e)

   

8,049

     

8,954

   

Series 29, Class FY, 0.39% (LIBOR01M+60bps), 4/25/35 – 8/25/37 (a)

   

1,595

     

1,599

   

5.00%, 12/1/35

   

412

     

463

   

5.50%, 11/1/37

   

160

     

182

   

6.00%, 5/1/38

   

229

     

257

   

4.00%, 8/1/39 – 2/1/50

   

16,260

     

17,337

   

3.50%, 1/1/42 – 2/1/50

   

19,979

     

21,170

   

3.50%, 3/1/48 – 9/1/49 (f)

   

4,396

     

4,630

   

4.00%, 8/1/49 (f)

   

1,191

     

1,267

   

2.00%, 11/1/51 – 12/1/51

   

29,460

     

29,533

   
     

155,780

   
Government National Mortgage Association
6.00%, 8/15/22 – 12/15/38
   

6,205

     

7,100

   

8.00%, 12/20/22 – 9/15/30

   

270

     

300

   

4.50%, 4/20/24 – 3/20/41

   

15,934

     

17,750

   

7.00%, 5/15/27 – 7/15/32

   

826

     

928

   

7.50%, 2/15/28 – 11/15/31

   

174

     

194

   

6.50%, 5/15/28 – 8/20/34

   

1,801

     

2,054

   

6.75%, 5/15/28

   

6

     

6

   

5.50%, 4/20/33 – 6/15/39

   

9,762

     

11,171

   

5.00%, 5/20/33 – 2/15/39

   

2,793

     

3,076

   

4.00%, 7/15/40 – 11/20/40

   

2,758

     

3,014

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Government Securities Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

3.00%, 8/20/51

 

$

9,807

   

$

10,193

   

3.00%, 10/20/51 (d)

   

12,941

     

13,472

   

2.50%, 12/20/51 (d)

   

20,000

     

20,622

   
     

89,880

   
     

503,160

   

Total U.S. Government Agency Mortgages (Cost $482,060)

   

503,160

   

U.S. Treasury Obligations (44.3%)

 
U.S. Treasury Notes
2.00%, 2/15/22
   

3,000

     

3,012

   

0.13%, 5/31/22

   

14,000

     

14,002

   

2.13%, 6/30/22

   

20,000

     

20,234

   

1.88%, 7/31/22 (f)

   

10,000

     

10,116

   

1.63%, 8/31/22

   

20,000

     

20,217

   

2.00%, 11/30/22

   

11,000

     

11,191

   

1.38%, 6/30/23

   

5,000

     

5,075

   

0.13%, 9/15/23

   

6,000

     

5,961

   

0.25%, 9/30/23

   

10,000

     

9,956

   

0.38%, 10/31/23 (f) (g)

   

30,000

     

29,918

   

0.25%, 11/15/23

   

5,000

     

4,971

   

2.13%, 11/30/23

   

22,000

     

22,683

   

2.00%, 6/30/24

   

20,000

     

20,648

   

0.38%, 8/15/24

   

5,000

     

4,949

   

1.88%, 8/31/24

   

10,000

     

10,296

   

2.25%, 11/15/24

   

5,000

     

5,207

   

2.13%, 11/30/24

   

4,000

     

4,151

   

2.50%, 1/31/25 (f)

   

7,000

     

7,351

   

2.00%, 2/15/25

   

4,000

     

4,137

   

2.13%, 5/15/25

   

4,500

     

4,679

   

0.25%, 7/31/25

   

6,000

     

5,837

   

0.25%, 8/31/25

   

12,000

     

11,661

   

0.25%, 10/31/25

   

20,000

     

19,391

   

0.38%, 1/31/26 (f)

   

5,000

     

4,855

   

1.38%, 8/31/26

   

7,000

     

7,079

   

0.88%, 9/30/26

   

25,000

     

24,680

   

1.63%, 10/31/26

   

7,000

     

7,163

   

1.13%, 2/29/28

   

15,000

     

14,859

   

1.25%, 4/30/28

   

5,000

     

4,979

   

1.25%, 5/31/28

   

10,000

     

9,954

   

1.25%, 6/30/28

   

16,000

     

15,910

   

1.00%, 7/31/28

   

3,000

     

2,933

   

1.13%, 8/31/28

   

5,000

     

4,925

   

1.38%, 10/31/28

   

80,000

     

80,037

   

2.38%, 5/15/29

   

10,000

     

10,706

   

0.88%, 11/15/30

   

7,000

     

6,694

   

1.63%, 5/15/31 (f)

   

10,000

     

10,197

   

1.25%, 8/15/31 (f)

   

40,000

     

39,369

   

Total U.S. Treasury Obligations (Cost $497,133)

   

499,983

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Government Securities Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Investment Companies (0.2%)

 

Federated Treasury Obligations Fund Institutional Shares, 0.35% (h)

   

1,744,546

   

$

1,745

   

Total Investment Companies (Cost $1,745)

   

1,745

   

Repurchase Agreements (7.1%)

 
Credit Agricole CIB NY, 0.05%, 12/1/21, purchased on 11/30/21,
with a maturity date of 12/1/21, with a value of $80,000 (collateralized by
Federal National Mortgage Security, 2.00% – 2.50%,
due 9/1/51 – 12/1/51, with a value of $81,600)
 

$

80,000

     

80,000

   

Total Repurchase Agreements (Cost $80,000)

   

80,000

   

Collateral for Securities Loaned^ (2.6%)

 

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

   

29,543,750

     

29,544

   

Total Collateral for Securities Loaned (Cost $29,544)

   

29,544

   

Total Investments (Cost $1,174,687) — 106.4%

   

1,200,476

   

Liabilities in excess of other assets — (6.4)%

   

(71,756

)

 

NET ASSETS — 100.00%

 

$

1,128,720

   

^  Purchased with cash collateral from securities on loan.

(a)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2021, the fair value of these securities was $7,479 (thousands) and amounted to 0.7% of net assets.

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

(d)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(e)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at November 30, 2021.

(f)  All or a portion of this security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.

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

(h)  Rate disclosed is the daily yield on November 30, 2021.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

LIBOR — London InterBank Offered Rate

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Government Securities Fund
  Schedule of Portfolio Investments — continued
November 30, 2021
 

  (Unaudited)

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of November 30, 2021, based on the last reset date of the security

LLC — Limited Liability Company

See notes to financial statements.

 


8


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA Government
Securities Fund
 

Assets:

 

Investments, at value (Cost $1,094,687)

 

$

1,120,476

(a)

 

Repurchase agreements, at value (Cost $80,000)

   

80,000

   

Receivables:

 

Interest

   

2,684

   

Capital shares issued

   

138

   

From Adviser

   

4

   

Prepaid expenses

   

35

   

Total Assets

   

1,203,337

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

29,544

   

Distributions

   

24

   

Investments purchased

   

44,096

   

Capital shares redeemed

   

597

   

Accrued expenses and other payables:

 

Investment advisory fees

   

81

   

Administration fees

   

103

   

Custodian fees

   

7

   

Transfer agent fees

   

95

   

Compliance fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

69

   

Total Liabilities

   

74,617

   

Net Assets:

 

Capital

   

1,091,779

   

Total accumulated earnings/(loss)

   

36,941

   

Net Assets

 

$

1,128,720

   

Net Assets

 

Fund Shares

 

$

305,533

   

Institutional Shares

   

822,248

   

Class A

   

423

   

Class R6

   

516

   

Total

 

$

1,128,720

   

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

 

Fund Shares

   

30,884

   

Institutional Shares

   

83,082

   

Class A

   

43

   

Class R6

   

52

   

Total

   

114,061

   

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

 

Fund Shares

 

$

9.89

   

Institutional Shares

 

$

9.90

   

Class A

 

$

9.89

   

Class R6

 

$

9.89

   

Maximum Sales Charge — Class A

   

2.25

%

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

$

10.12

   

(a)  Includes $28,921 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA Government
Securities Fund
 

Investment Income:

 

Dividends

 

$

3

   

Interest

   

9,097

   

Securities lending (net of fees)

   

5

   

Total Income

   

9,105

   

Expenses:

 

Investment advisory fees

   

460

   

Administration fees — Fund Shares

   

238

   

Administration fees — Institutional Shares

   

298

   

Administration fees — Class A

   

(a)

 

Administration fees — Class R6

   

(a)

 

Sub-Administration fees

   

11

   
12b-1 fees — Class A    

(a)

 

Custodian fees

   

19

   

Transfer agent fees — Fund Shares

   

186

   

Transfer agent fees — Institutional Shares

   

298

   

Transfer agent fees — Class A

   

(a)

 

Transfer agent fees — Class R6

   

(a)

 

Trustees' fees

   

24

   

Compliance fees

   

3

   

Legal and audit fees

   

35

   

State registration and filing fees

   

30

   

Other expenses

   

54

   

Total Expenses

   

1,656

   

Expenses waived/reimbursed by Adviser

   

(15

)

 

Net Expenses

   

1,641

   

Net Investment Income (Loss)

   

7,464

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

811

   

Net change in unrealized appreciation/depreciation on investment securities

   

(12,632

)

 

Net realized/unrealized gains (losses) on investments

   

(11,821

)

 

Change in net assets resulting from operations

 

$

(4,357

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Government Securities Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

7,464

   

$

19,586

   

Net realized gains (losses) from investments

   

811

     

12,560

   
Net change in unrealized appreciation/depreciation on
investments
   

(12,632

)

   

(25,484

)

 

Change in net assets resulting from operations

   

(4,357

)

   

6,662

   

Distributions to Shareholders:

 

Fund Shares

   

(2,842

)

   

(8,877

)

 

Institutional Shares

   

(5,487

)

   

(15,022

)

 

Class A

   

(4

)

   

(110

)

 

Class R6

   

(3

)

   

(146

)

 

Change in net assets resulting from distributions to shareholders

   

(8,336

)

   

(24,155

)

 

Change in net assets resulting from capital transactions

   

267,840

     

(124,512

)

 

Change in net assets

   

255,147

     

(142,005

)

 

Net Assets:

 

Beginning of period

   

873,573

     

1,015,578

   

End of period

 

$

1,128,720

   

$

873,573

   

(continues on next page)

See notes to financial statements.

 


11


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Government Securities Fund

 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

18,337

   

$

56,454

   

Distributions reinvested

   

2,684

     

8,356

   

Cost of shares redeemed

   

(38,175

)

   

(95,166

)

 

Total Fund Shares

 

$

(17,154

)

 

$

(30,356

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

280,320

   

$

7,535

   

Distributions reinvested

   

5,483

     

15,018

   

Cost of shares redeemed

   

(1,227

)

   

(104,247

)

 

Total Institutional Shares

 

$

284,576

   

$

(81,694

)

 

Class A

 

Proceeds from shares issued

 

$

79

   

$

5,434

   

Distributions reinvested

   

4

     

20

   

Cost of shares redeemed

   

(19

)

   

(10,287

)

 

Total Class A

 

$

64

   

$

(4,833

)

 

Class R6

 

Proceeds from shares issued

 

$

361

   

$

186

   

Distributions reinvested

   

3

     

27

   

Cost of shares redeemed

   

(10

)

   

(7,842

)

 

Total Class R6

 

$

354

   

$

(7,629

)

 

Change in net assets resulting from capital transactions

 

$

267,840

   

$

(124,512

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,837

     

5,550

   

Reinvested

   

269

     

824

   

Redeemed

   

(3,825

)

   

(9,376

)

 

Total Fund Shares

   

(1,719

)

   

(3,002

)

 

Institutional Shares

 

Issued

   

28,253

     

739

   

Reinvested

   

550

     

1,480

   

Redeemed

   

(123

)

   

(10,224

)

 

Total Institutional Shares

   

28,680

     

(8,005

)

 

Class A

 

Issued

   

9

     

531

   

Reinvested

   

(a)

   

2

   

Redeemed

   

(2

)

   

(1,015

)

 

Total Class A

   

7

     

(482

)

 

Class R6

 

Issued

   

36

     

18

   

Reinvested

   

(a)

   

3

   

Redeemed

   

(1

)

   

(777

)

 

Total Class R6

   

35

     

(756

)

 

Change in Shares

   

27,003

     

(12,245

)

 

(a)  Rounds to less than 1,000 shares.

See notes to financial statements.

 


12


 

This page is intentionally left blank.

 


13


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

 

     

Investment Activities

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

USAA Government Securities Fund

     

Fund Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

10.03

     

0.08

(d)

   

(0.13

)

   

(0.05

)

   

(0.09

)

   

   

Year Ended May 31:

 

2021

 

$

10.23

     

0.21

(d)

   

(0.15

)

   

0.06

     

(0.22

)

   

(0.04

)

 

2020

 

$

9.84

     

0.24

(d)

   

0.39

     

0.63

     

(0.24

)

   

   

2019

 

$

9.55

     

0.23

     

0.29

     

0.52

     

(0.23

)

   

   

2018

 

$

9.86

     

0.20

     

(0.31

)

   

(0.11

)

   

(0.20

)

   

   

2017

 

$

10.00

     

0.20

     

(0.14

)

   

0.06

     

(0.20

)

   

   

Institutional Shares

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

10.04

     

0.08

(d)

   

(0.13

)

   

(0.05

)

   

(0.09

)

   

   

Year Ended May 31:

 

2021

 

$

10.23

     

0.22

(d)

   

(0.14

)

   

0.08

     

(0.23

)

   

(0.04

)

 

2020

 

$

9.85

     

0.24

(d)

   

0.39

     

0.63

     

(0.25

)

   

   

2019

 

$

9.55

     

0.24

     

0.30

     

0.54

     

(0.24

)

   

   

2018

 

$

9.86

     

0.21

     

(0.31

)

   

(0.10

)

   

(0.21

)

   

   

2017

 

$

10.00

     

0.21

     

(0.14

)

   

0.07

     

(0.21

)

   

   

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

**  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.

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

USAA Government Securities Fund

 

Fund Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.09

)

   

   

$

9.89

     

(0.51

)%

   

0.40

%

   

1.60

%

   

0.40

%

 

$

305,533

     

14

%

 

Year Ended May 31:

 

2021

   

(0.26

)

   

   

$

10.03

     

0.56

%

   

0.41

%

   

2.04

%

   

0.41

%

 

$

327,111

     

15

%

 

2020

   

(0.24

)

   

   

$

10.23

     

6.49

%

   

0.43

%

   

2.36

%

   

0.43

%

 

$

364,077

     

11

%

 

2019

   

(0.23

)

   

   

$

9.84

     

5.56

%

   

0.47

%

   

2.42

%

   

0.47

%

 

$

328,123

     

9

%

 

2018

   

(0.20

)

   

   

$

9.55

     

(1.09

)%

   

0.48

%

   

2.09

%

   

0.48

%

 

$

333,464

     

15

%

 

2017

   

(0.20

)

   

   

$

9.86

     

0.62

%

   

0.48

%

   

2.02

%

   

0.48

%

 

$

390,897

     

18

%

 

Institutional Shares

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.09

)

   

   

$

9.90

     

(0.47

)%

   

0.34

%

   

1.64

%

   

0.34

%

 

$

822,248

     

14

%

 

Year Ended May 31:

 

2021

   

(0.27

)

   

   

$

10.04

     

0.75

%

   

0.32

%

   

2.12

%

   

0.32

%

 

$

545,930

     

15

%

 

2020

   

(0.25

)

   

   

$

10.23

     

6.45

%

   

0.36

%

   

2.43

%

   

0.36

%

 

$

638,299

     

11

%

 

2019

   

(0.24

)

   

   

$

9.85

     

5.76

%

   

0.38

%

   

2.55

%

   

0.38

%

 

$

742,233

     

9

%

 

2018

   

(0.21

)

   

   

$

9.55

     

(1.01

)%

   

0.39

%

   

2.18

%

   

0.39

%

 

$

251,297

     

15

%

 

2017

   

(0.21

)

   

   

$

9.86

     

0.71

%

   

0.40

%

   

2.12

%

   

0.40

%

 

$

133,607

     

18

%

 

(continues on next page)

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Government Securities Fund

     

Class A

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

10.03

     

0.09

(d)

   

(0.13

)

   

(0.04

)

   

(0.10

)

   

   

Year Ended May 31:

 

2021

 

$

10.22

     

0.19

(d)

   

(0.14

)

   

0.05

     

(0.20

)

   

(0.04

)

 

2020

 

$

9.84

     

0.20

(d)

   

0.39

     

0.59

     

(0.21

)

   

   

2019

 

$

9.54

     

0.21

     

0.30

     

0.51

     

(0.21

)

   

   

2018

 

$

9.85

     

0.18

     

(0.31

)

   

(0.13

)

   

(0.18

)

   

   

2017

 

$

10.00

     

0.17

     

(0.15

)

   

0.02

     

(0.17

)

   

   

Class R6

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

10.01

     

0.09

(d)

   

(0.11

)

   

(0.02

)

   

(0.10

)

   

   

Year Ended May 31:

 

2021

 

$

10.22

     

0.23

(d)

   

(0.15

)

   

0.08

     

(0.25

)

   

(0.04

)

 

2020

 

$

9.84

     

0.24

(d)

   

0.39

     

0.63

     

(0.25

)

   

   

2019

 

$

9.55

     

0.24

     

0.29

     

0.53

     

(0.24

)

   

   

2018

 

$

9.85

     

0.22

     

(0.30

)

   

(0.08

)

   

(0.22

)

   

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

$

9.80

     

0.11

     

0.05

     

0.16

     

(0.11

)

   

   

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

**  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.

See notes to financial statements.

 


16


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period  (continued)

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Government Securities Fund

 

Class A

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.10

)

   

   

$

9.89

     

(0.42

)%

   

0.23

%

   

1.77

%

   

4.21

%

 

$

423

     

14

%

 

Year Ended May 31:

 

2021

   

(0.24

)

   

   

$

10.03

     

0.43

%

   

0.70

%

   

1.89

%

   

1.06

%

 

$

365

     

15

%

 

2020

   

(0.21

)

   

   

$

10.22

     

6.04

%

   

0.75

%

   

2.03

%

   

0.80

%

 

$

5,299

     

11

%

 

2019

   

(0.21

)

   

   

$

9.84

     

5.37

%

   

0.75

%

   

2.14

%

   

0.87

%

 

$

5,042

     

9

%

 

2018

   

(0.18

)

   

(e)

 

$

9.54

     

(1.36

)%

   

0.75

%

   

1.82

%

   

0.87

%

 

$

4,804

     

15

%

 

2017

   

(0.17

)

   

   

$

9.85

     

0.25

%

   

0.75

%

   

1.76

%

   

0.93

%

 

$

6,089

     

18

%

 

Class R6

 
Six Months Ended
November 30, 2021
(Unaudited)
   

(0.10

)

   

   

$

9.89

     

(0.19

)%

   

0.10

%(f)

   

1.81

%

   

4.66

%

 

$

516

     

14

%

 

Year Ended May 31:

 

2021

   

(0.29

)

   

   

$

10.01

     

0.75

%

   

0.31

%

   

2.30

%

   

0.46

%

 

$

167

     

15

%

 

2020

   

(0.25

)

   

   

$

10.22

     

6.46

%

   

0.35

%

   

2.43

%

   

0.39

%

 

$

7,903

     

11

%

 

2019

   

(0.24

)

   

   

$

9.84

     

5.68

%

   

0.35

%

   

2.54

%

   

0.51

%

 

$

6,425

     

9

%

 

2018

   

(0.22

)

   

   

$

9.55

     

(0.87

)%

   

0.35

%

   

2.22

%

   

0.64

%

 

$

6,345

     

15

%

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

(0.11

)

   

   

$

9.85

     

1.62

%

   

0.35

%

   

2.22

%

   

1.12

%

 

$

5,027

     

18

%

 

(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)  Includes impact of voluntary waiver. Without this voluntary waiver, the net expense ratio would have been 0.13% higher.

(g)  Commencement of operations.

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Government Securities Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class R6. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 their 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.

Repurchase agreements are valued at cost.

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

A summary of the valuations as of November 30, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Asset-Backed Securities

 

$

   

$

26,230

   

$

   

$

26,230

   

Municipal Bonds

   

     

59,815

     

     

59,815

   

U.S. Government Agency Mortgages

   

     

503,160

     

     

503,160

   

U.S. Treasury Obligations

   

     

499,983

     

     

499,983

   

Investment Company

   

1,744

     

     

     

1,744

   

Repurchase Agreements

   

     

80,000

     

     

80,000

   

Collateral for Securities Loaned

   

29,544

     

     

     

29,544

   

Total

 

$

31,288

   

$

1,169,188

   

$

   

$

1,200,476

   

For the six months ended November 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Repurchase Agreements:

The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ensure their value is equal to at least 102% of principal including accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Manager monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements.

Investments in repurchase agreements as presented on the Schedule of Portfolio Investments are not net settlement amounts but gross. At November 30, 2021, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Schedule of Portfolio Investments.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 Payables 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. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage and Asset-Backed Securities:

The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac", respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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.

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially 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 generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

28,921

   

$

   

$

29,544

   

Federal Income Taxes:

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

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

Allocations:

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

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

13,400

   

$

4,679

   

$

374,101

   

$

118,693

   

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 November 30, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

3.8

   

USAA Target Retirement Income Fund

   

20.3

   

USAA Target Retirement 2030 Fund

   

18.0

   

USAA Target Retirement 2040 Fund

   

9.0

   

USAA Target Retirement 2050 Fund

   

1.9

   

USAA Target Retirement 2060 Fund

   

0.4

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.125% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.

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

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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 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 Intermediate U.S. Government Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period June 1, 2021 to November 30, 2021, performance adjustments were $(46), $(65), $(1) and less than $(1) for Fund Shares, Institutional Shares, Class A, and Class R6, in thousands, respectively. Performance adjustments were (0.03)%, (0.02)%, (0.52)% and (0.12)% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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 Class R6, respectively. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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. The funds in the Trust, Victory

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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 Class R6 are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10% and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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, up to an annual rate of 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 six months ended November 30, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the six months ended November 30, 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 six months ended November 30, 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 November 30, 2021, the expense limits (excluding voluntary waivers) were 0.48%, 0.39%, 0.75% and 0.35% for Fund Shares, Institutional Shares, Class A, and Class R6, respectively.

Under the terms of the expense limitation agreement, as 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

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 November 30, 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 November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

1

   

$

25

   

$

15

   

$

41

   

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. For the six months ended November 30, 2021, the Adviser voluntarily waived fees of less than $1 thousand.

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.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for debt securities, 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.

Prepayment and Extension Risk — Mortgage-backed securities make regularly scheduled payments of principal along with interest payments. In addition, mortgagors generally have the option of paying off their mortgages without penalty at any time. For example, when a mortgaged property is sold, the old mortgage is usually prepaid. Also, when interest rates fall, the mortgagor may refinance the mortgage and prepay the old mortgage. A homeowner's default on the mortgage also may cause a prepayment of the mortgage. This unpredictability of the mortgage's cash flow is called prepayment risk. For the investor, prepayment risk usually means that principal is received at the least opportune time. For example, when interest rates fall, homeowners may find it advantageous to refinance their mortgages and prepay principal. In this case, the investor is forced to reinvest the principal at the current lower rate. On the other hand, when interest rates rise, homeowners generally will not refinance their mortgages and prepayments will fall. This causes the average life of the mortgage to extend and be more sensitive to interest rates, which is called extension risk. In addition, the amount of principal the investor has to invest in these higher interest rates is reduced.

Liquidity Risk — Market developments and other factors, including a general rise in interest rates, have the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed-income securities. Such

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

a move, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed-income securities, may result in decreased liquidity and increased volatility in the fixed-income markets. Heavy redemptions of fixed-income mutual funds and decreased liquidity from fixed-income securities could hurt the Fund's performance. In addition, significant securities market disruptions related to outbreaks of the coronavirus disease ("COVID-19") have led to dislocation in the market for a variety of fixed-income securities (including municipal obligations), which has decreased liquidity and sharply reduced returns.

LIBOR Discontinuation Risk — Many debt securities, derivatives, and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. LIBOR is being discontinued as a floating rate benchmark. The Secured Overnight Financing Rate ("SOFR") is expected to replace U.S. dollar LIBOR as the principal floating rate benchmark. The LIBOR discontinuation has affected, and will continue to affect, financial markets generally. The date of the LIBOR discontinuation will vary depending on the LIBOR currency and tenor. The UK Financial Conduct Authority (the "FCA"), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors (overnight and one-, three-, six- and 12-month; and (ii) December 31, 2021, in all other cases (i.e., one-week and two-month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR). Accordingly, many existing LIBOR obligations will transition to another benchmark after June 30, 2023, or, in some cases, after December 31, 2021. The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation. In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the "ARRC"), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York. The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on SOFR plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. For purposes of the following discussion, the term "LIBOR" refers solely to U.S. dollar LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR's history or otherwise. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates. SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. In contrast, LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term tenors. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Resulting changes in the financial markets may adversely affect financial markets generally and may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.

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 28, 2021, with a termination

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the six months ended November 30, 2021.

8. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

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

 


27


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account
Value
6/1/21
  Actual
Ending
Account
Value
11/30/21
  Hypothetical
Ending
Account
Value
11/30/21
  Actual
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Hypothetical
Expenses
Paid
During
Period
6/1/21-
11/30/21*
  Annualized
Expense
Ratio
During
Period
6/1/21-
11/30/21
 

Fund Shares

 

$

1,000.00

   

$

994.90

   

$

1,023.06

   

$

2.00

   

$

2.03

     

0.40

%

 

Institutional Shares

   

1,000.00

     

995.30

     

1,023.36

     

1.70

     

1.72

     

0.34

%

 

Class A

   

1,000.00

     

995.80

     

1,023.92

     

1.15

     

1.17

     

0.23

%

 

Class R6

   

1,000.00

     

998.10

     

1,024.57

     

0.50

     

0.51

     

0.10

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


28


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23414-0122


 

NOVEMBER 30, 2021

Semi Annual Report

USAA Treasury Money Market Trust®

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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 website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

    4    

Statement of Operations

    5    

Statements of Changes in Net Assets

    6    

Financial Highlights

    8    

Notes to Financial Statements

   

10

   

Supplemental Information

   

15

   

Proxy Voting and Portfolio Holdings Information

    15    

Expense Example

    15    

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


 
USAA Mutual Funds Trust
USAA Treasury Money Market Trust
 

November 30, 2021

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide maximum current income while maintaining the highest degree of safety and liquidity.

Portfolio Mix

November 30, 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.

 


2


 
USAA Mutual Funds Trust
USAA Treasury Money Market Trust
  Schedule of Portfolio Investments
November 30, 2021
 

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

Security Description

  Principal
Amount
 

Value

 

U.S. Treasury Obligations (52.1%)

 
U.S. Treasury Bills
0.05%, 12/16/21 (a)
 

$

25,000

   

$

25,001

   

0.06%, 12/30/21 (a)

   

25,000

     

24,999

   

0.02%, 1/13/22 (a)

   

25,000

     

24,998

   

0.04%, 2/10/22 (a)

   

25,000

     

24,998

   

0.05%, 2/24/22 (a)

   

25,000

     

24,997

   

0.05%, 3/10/22 (a)

   

25,000

     

24,996

   

0.06%, 4/14/22 (a)

   

25,000

     

24,995

   

0.08%, 5/5/22 (a)

   

25,000

     

24,993

   

0.09%, 5/26/22 (a)

   

25,000

     

24,992

   

0.12%, 6/16/22 (a)

   

25,000

     

24,991

   

Total U.S. Treasury Obligations (Cost $249,960)

   

249,960

   

Repurchase Agreements (47.3%)

 
Bank of America Corp., 0.05%, 12/1/21, purchased on 11/30/21, with a
maturity date of 12/1/21, with a value of $197,000 (collateralized by
U.S. Treasury Notes, 2.25% — 3.13%, due 11/15/27 — 11/15/28,
with a value of $200,940)
   

197,000

     

197,000

   
Credit Agricole CIB NY, 0.04%, 12/1/21, purchased on 11/30/21, with a
maturity date of 12/1/21, with a value of $30,000 (collateralized by
U.S. Treasury Bonds, 1.88%, due 2/15/51, with a value of $30,600)
   

30,000

     

30,000

   

Total Repurchase Agreements (Cost $227,000)

   

227,000

   

Total Investments (Cost $476,960) — 99.4%

   

476,960

   

Other assets in excess of liabilities — 0.6%

   

2,801

   

NET ASSETS — 100.00%

 

$

479,761

   

(a)  Rate represents the effective yield at November 30, 2021.

See notes to financial statements.

 


3


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
November 30, 2021
 

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

    USAA
Treasury Money
Market Trust
 

Assets:

 

Investments, at value (Cost $249,960)

 

$

249,960

   

Repurchase agreements, at value (Cost $227,000)

   

227,000

   

Cash

   

2,596

   

Receivables:

 

Interest

   

(a)

 

Capital shares issued

   

191

   

From Adviser

   

267

   

Prepaid expenses

   

18

   

Total Assets

   

480,032

   

Liabilities:

 

Payables:

 

Distributions

   

(a)

 

Capital shares redeemed

   

77

   

Accrued expenses and other payables:

 

Investment advisory fees

   

50

   

Administration fees

   

40

   

Custodian fees

   

1

   

Transfer agent fees

   

41

   

Compliance fees

   

(a)

 

Other accrued expenses

   

62

   

Total Liabilities

   

271

   

Net Assets:

 

Capital

   

479,761

   

Net Assets

 

$

479,761

   

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

   

479,762

   

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.

 


4


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended November 30, 2021
 

(Amounts in Thousands)  (Unaudited)

    USAA
Treasury Money
Market Trust
 

Investment Income:

 

Interest

 

$

109

   

Total Income

   

109

   

Expenses:

 

Investment advisory fees

   

308

   

Administration fees

   

246

   

Sub-Administration fees

   

3

   

Custodian fees

   

5

   

Transfer agent fees

   

246

   

Trustees' fees

   

24

   

Compliance fees

   

2

   

Legal and audit fees

   

29

   

State registration and filing fees

   

20

   

Other expenses

   

38

   

Total Expenses

   

921

   

Expenses waived/reimbursed by Adviser

   

(837

)

 

Net Expenses

   

84

   

Net Investment Income

   

25

   

Change in net assets resulting from operations

 

$

25

   

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA
Treasury Money
Market Trust
 
    Six Months
Ended
November 30,
2021
(Unaudited)
  Year
Ended
May 31,
2021
 

From Investments:

 

Operations:

 

Net investment income

 

$

25

   

$

173

   

Net realized gains (losses) from investments

   

     

(a)

 

Change in net assets resulting from operations

   

25

     

173

   

Change in net assets resulting from distributions to shareholders

   

(25

)

   

(173

)

 

Change in net assets resulting from capital transactions

   

(17,016

)

   

(47,136

)

 

Change in net assets

   

(17,016

)

   

(47,136

)

 

Net Assets:

 

Beginning of period

   

496,777

     

543,913

   

End of period

 

$

479,761

   

$

496,777

   

Capital Transactions:

 

Proceeds from shares issued

 

$

55,343

   

$

161,288

   

Distributions reinvested

   

25

     

171

   

Cost of shares redeemed

   

(72,384

)

   

(208,595

)

 

Change in net assets resulting from capital transactions

 

$

(17,016

)

 

$

(47,136

)

 

Share Transactions:

 

Issued

   

55,343

     

161,289

   

Reinvested

   

25

     

171

   

Redeemed

   

(72,384

)

   

(208,595

)

 

Change in Shares

   

(17,016

)

   

(47,135

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


6


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Treasury Money Market Trust

     
Six Months Ended
November 30, 2021
(Unaudited)
 

$

1.00

     

(c)(d)

   

     

(c)

   

(c)

   

(c)

 

Year Ended May 31:

 

2021

 

$

1.00

     

(c)(d)

   

(c)

   

(c)

   

(c)

   

(c)

 

2020

 

$

1.00

     

0.01

(d)

   

     

0.01

     

(0.01

)

   

(0.01

)

 

2019

 

$

1.00

     

0.02

     

     

0.02

     

(0.02

)

   

(0.02

)

 

2018

 

$

1.00

     

0.01

     

     

0.01

     

(0.01

)

   

(0.01

)

 

2017

 

$

1.00

     

(c)

   

     

(c)

   

(c)

   

(c)

 

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through 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)  Not annualized for periods less than one year.

(b)  Annualized for periods less than one year.

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

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

(e)  Prior to August 1, 2017, USAA Asset Management Company ("AMCO") (previous Adviser) voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield.

See notes to financial statements.

 


8


 

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(b)
  Gross
Expenses(b)
  Net Assets,
End of
Period
(000's)
 

USAA Treasury Money Market Trust

 
Six Months Ended
November 30, 2021
(Unaudited)
 

$

1.00

     

0.01

%

   

0.03

%

   

0.01

%

   

0.37

%

 

$

479,761

   

Year Ended May 31:

 

2021

 

$

1.00

     

0.03

%

   

0.12

%

   

0.03

%

   

0.38

%

 

$

496,777

   

2020

 

$

1.00

     

1.23

%

   

0.33

%

   

1.21

%

   

0.34

%

 

$

543,913

   

2019

 

$

1.00

     

1.88

%

   

0.35

%

   

1.88

%

   

0.35

%

 

$

4,858,998

   

2018

 

$

1.00

     

0.89

%(e)

   

0.35

%(e)

   

0.91

%

   

0.35

%

 

$

3,732,359

   

2017

 

$

1.00

     

0.08

%

   

0.35

%

   

0.12

%

   

0.39

%

 

$

2,626,050

   

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Notes to Financial Statements
November 30, 2021
 

  (Unaudited)

1. Organization:

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

The accompanying financial statements are those of the USAA Treasury Money Market Trust (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a government money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act; and as a government money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Board of Trustees (the "Board") of the Fund to impose a liquidity fee or to temporarily suspend redemptions from the Fund (a "redemption gate") if the Fund's weekly liquid assets fall below specific thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

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

2. Significant Accounting Policies:

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

Investment Valuation:

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

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

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

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

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

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

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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.

Investments in repurchase agreements as presented on the Schedule of Portfolio Investments are not net settlement amounts but gross. At November 30, 2021, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Schedule of Portfolio Investments.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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 May 31.

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

Allocations:

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

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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 0.125% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid 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 six months ended November 30, 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 six months ended November 30, 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. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended November 30, 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 0.10% of average daily net assets, plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 2021, are reflected on the Statement of Operations as Custodian fees.

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

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

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Expenses, interest, taxes, brokerage commissions, and other expenditures that are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of May 31, 2021, the expense limit (excluding voluntary waivers) was 0.35%.

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

In addition, the Adviser agreed to further reimburse fees in excess of the Fund's expense limit agreement of 0.35%. These voluntary reductions, to the extent necessary, are to maintain a certain minimum net yield of the Fund. Under this agreement to reimburse additional fees, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, to the extent any repayments would not cause the Fund's net yield to fall below the Fund's minimum yield at the time of: (a) the original waiver or expense reimbursement; or (b) the expense limit in effect at the time of the extra waiver.

As of November 30, 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 November 30, 2021.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

745

   

$

1,348

   

$

837

   

$

2,930

   

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.

Interest Rate Risk — When interest rates rise, debt security prices generally fall. The opposite also generally is true: debt security prices rise when interest rates fall. Interest rate changes are influenced by a number of factors including government policy, monetary policy, inflation expectations, perceptions of risk, and supply and demand of debt securities. The Fund's yield will vary. A sharp and unexpected rise in interest rates could cause the Fund's share price to drop below a dollar. A low interest rate environment may prevent the Fund from providing a positive yield and could also impair the Fund's ability to maintain a stable NAV.

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2021
 

  (Unaudited)

Large Shareholders Risk — The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund's distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund's shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an Affiliated Fund that operates as a fund-of-funds or 529 college savings plan) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

5. Borrowing:

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 28, 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 six months ended November 30, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) 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%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 2021.

6. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending May 31, 2022.

As of the tax year ended May 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands).

Short-Term Amount  

Total

 
$

1

   

$

1

   
 


14


 

USAA Mutual Funds Trust

  Supplemental Information
November 30, 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 June 1, 2021, through November 30, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
6/1/21
  Actual
Ending
Account Value
11/30/21
  Hypothetical
Ending
Account Value
11/30/21
  Actual
Expenses Paid
During Period
6/1/21-11/30/21*
  Hypothetical
Expenses Paid
During Period
6/1/21-11/30/21*
  Annualized
Expense Ratio
During Period
6/1/21-11/30/21
 
$

1,000.00

   

$

1,000.10

   

$

1,024.92

   

$

0.15

   

$

0.15

     

0.03

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 183/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


15


 

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  

23416-0122


 

 

Item 2. Code of Ethics.

 

Not applicable – only for annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable – only for annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable – only for annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a) Not applicable.

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 

Item 11. Controls and Procedures.

 

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)(1)  Not applicable.

(a)(2)  Not applicable.

(a)(3)  Not applicable.

(a)(4)  Not applicable.

(b)       Not applicable.

 

Item 13. Exhibits.

 

(a)(1)  Not applicable.

(a)(2)  Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3)  Not applicable.

(a)(4)  Not applicable.

(b)      Certifications pursuant to Rule 30a-2(b) are furnished herewith.

 

 

 

 

 

 

 

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 January 26, 2022  

 

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 January 26, 2022  

 

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

 

 

Date January 26, 2022