N-CSR 1 tm2213327-1_ncsrseq1.htm N-CSR

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED 

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:         811-07852

 

USAA Mutual Funds Trust 

(Exact name of registrant as specified in charter)

 

15935 La Cantera Pkwy, San Antonio, Texas  78256
(Address of principal executive offices)  (Zip code)

 

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

(Name and address of agent for service)

 

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

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2022

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

March 31, 2022

Annual Report

USAA Global Equity Income Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    16    

Statement of Operations

    17    

Statements of Changes in Net Assets

    18    

Financial Highlights

    20    

Notes to Financial Statements

   

22

   
Report of Independent
Registered Public Accounting Firm
   

32

   

Supplemental Information (Unaudited)

   

33

   

Trustee and Officer Information

    33    

Proxy Voting and Portfolio Holdings Information

    38    

Expense Examples

    38    

Additional Federal Income Tax Information

    39    

Advisory Contract Renewal

    40    

Liquidity Risk Management Program

    43    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Global Equity Income Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

At the start of the reporting period, equity markets consolidated, and interest rates leveled off after large upswings during the second quarter of 2021. With strong first quarter gross domestic product and corporate earnings growth in the rearview mirror, investors seemed to be contemplating their next move. During the first half of the annual reporting period, equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March 2021. Inflation data increased as the economy reopened more quickly than expected. The U.S. Federal Reserve (the "Fed") maintained that inflationary pressure is transitory but could become more persistent. The inflationary environment was a key metric moving into the second half of the year.

The financial markets produced broadly flat returns in the third quarter. Conditions were initially supportive in July and August thanks to positive economic data and continued strength in corporate earnings. The picture changed in September, however, as investors began to focus on risk factors such as supply chain disruptions and rising inflation. In addition, the Fed indicated that it may begin tapering its stimulative quantitative easing policy — a development investors took as an indication that the first interest-rate increases may be on the way in 2022. News flow from overseas also took a negative turn in September, with the emergence of energy shortages in Europe and worries that the debt problems of Chinese property developer Evergrande could have a broader, systemic effect on China's economy.

Despite a number of headwinds to sentiment, U.S. equities posted solid gains in the fourth quarter of 2021 as reflected in the 11.03% return for the bellwether S&P 500 Index. The markets faced a shift in Fed policy as persistent inflation driven by supply chain issues and rising commodity prices led the central bank to announce and subsequently accelerate the tapering of its bond purchases that have helped keep longer-term borrowing costs low. In addition, the Fed began to signal the likelihood of two or more hikes in its benchmark overnight lending rate in 2022, representing a moving forward of the prior timetable. Prolonged negotiations over President Biden's Build Back Better spending bill put into question a source of anticipated fiscal stimulus. Finally, investors had to contend with the rapid emergence and spread of the Omicron variant of COVID-19, which threatened a new wave of lockdowns. Nonetheless, most major U.S. equity indices closed 2021 at or near all-time highs, supported by robust corporate profits and investor inflows given fixed income yields that remained unattractive.

At the end of the reporting period, the Russian invasion of Ukraine added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish Fed, and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500 also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle, the markets will remain focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

 


4


 

USAA Mutual Funds Trust

USAA Global Equity Income Fund (continued)

Manager's Commentary (continued)

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

The Fund has two share classes: Fund Shares and Institutional Shares. For the fiscal year ended March 31, 2022, the Fund Shares and Institutional Shares had a total return (at net asset value) of 12.28% and 6.91%, respectively. This compares to returns of 9.41% for the MSCI World High Dividend Yield Index and 6.88% for the Lipper Global Equity Income Funds Index.

•  What strategies did you employ during the reporting period?

The Fund focuses on income-oriented global equities and normally will have roughly equal weights in U.S. and international stocks, although this will vary to some degree depending on where we see the better value. In selecting stocks, we emphasize not only the current dividend but also a company's likely ability to grow its dividend. As a result, the average current dividend of companies held by the fund generally will be somewhat lower than the benchmark. However, our view is that a focus on dividend growers should provide an improved total return profile as we invest within the global dividend stock universe.

For the 12-month period ended March 31, 2022, strong stock selection drove relative performance while sector allocation detracted. Overweights to value sectors energy and financials and strong stock selection in information technology contributed to relative performance, while overweights to information technology and underweights to health care detracted from relative performance.

From a country perspective, strong overall stock selection in the United States positively contributed to relative performance against the benchmark. An overweight to Canada and underweight to Germany and Sweden relative to the benchmark added to performance, while an underweight to Australia and the United Kingdom negatively impacted performance relative to the benchmark.

On a long-term basis, we believe that focusing on quality companies with attractive valuations and dividend income is a sound strategy from a total return perspective.

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

 


5


 

USAA Mutual Funds Trust

USAA Global Equity Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

         

INCEPTION DATE

 

8/7/15

 

8/7/15

         
   

Net Asset Value

 

Net Asset Value

 

MSCI World High
Dividend Yield Index1

 

Lipper Global
Equity Income Funds
Index2

 

One Year

   

12.28

%

   

6.91

%

   

9.41

%

   

6.88

%

 

Five Year

   

9.27

%

   

8.24

%

   

8.06

%

   

7.71

%

 

Since Inception

   

8.02

%

   

7.29

%

   

7.79

%

   

7.05

%

 

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

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

USAA Global Equity Income Fund — Growth of $10,000

*Inception Date for the Global Equity Income Fund is 08/07/15.

1The unmanaged MSCI World High Dividend Yield Index is a free float-adjusted market capitalization weighed index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Lipper Global Equity Income Funds Index measures the Fund's performance to that of the Lipper Global Equity Income Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks total return with an emphasis on current income.

Sector Allocation*:

March 31, 2022

(% of Net Assets)

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

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

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

 


7


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (98.9%)

 

Australia (0.3%):

 

Consumer Discretionary (0.3%):

 

Domino's Pizza Enterprises Ltd.

   

2,530

   

$

165

   

Austria (0.2%):

 

Energy (0.2%):

 

OMV AG

   

2,395

     

114

   

Belgium (0.5%):

 

Communication Services (0.2%):

 

Telenet Group Holding NV

   

4,803

     

155

   

Consumer Staples (0.3%):

 

Etablissements Franz Colruyt NV (a)

   

4,297

     

178

   
     

333

   

Canada (5.5%):

 

Consumer Discretionary (0.3%):

 

Dollarama, Inc.

   

3,899

     

221

   

Consumer Staples (0.1%):

 

Metro, Inc.

   

1,399

     

81

   

Energy (0.8%):

 

Canadian Natural Resources Ltd.

   

5,789

     

358

   

Parkland Corp.

   

4,259

     

126

   
     

484

   

Financials (4.3%):

 

Bank of Montreal

   

5,065

     

596

   

Great-West Lifeco, Inc.

   

5,647

     

166

   

IGM Financial, Inc.

   

10,340

     

365

   

Manulife Financial Corp.

   

13,254

     

283

   

Power Corp. of Canada

   

4,887

     

151

   

Royal Bank of Canada

   

771

     

85

   

Sun Life Financial, Inc.

   

6,426

     

359

   

The Bank of Nova Scotia

   

4,500

     

323

   

The Toronto-Dominion Bank

   

5,611

     

445

   
     

2,773

   
     

3,559

   

Denmark (0.8%):

 

Health Care (0.7%):

 

Coloplast A/S Class B

   

621

     

94

   

Novo Nordisk A/S Class B

   

3,439

     

381

   
     

475

   

Materials (0.1%):

 

Novozymes A/S B Shares

   

871

     

60

   
     

535

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Finland (0.5%):

 

Communication Services (0.1%):

 

Elisa Oyj

   

1,132

   

$

68

   

Utilities (0.4%):

 

Fortum Oyj

   

15,071

     

276

   
     

344

   

France (1.2%):

 

Consumer Staples (0.5%):

 

L'Oreal SA

   

780

     

311

   

Health Care (0.2%):

 

Sanofi

   

1,691

     

173

   

Industrials (0.5%):

 

Bouygues SA

   

8,738

     

305

   
     

789

   

Germany (1.7%):

 

Consumer Discretionary (0.3%):

 

Volkswagen AG Preference Shares

   

947

     

163

   

Financials (0.9%):

 

Allianz SE Registered Shares

   

2,330

     

556

   

Industrials (0.3%):

 

Deutsche Post AG Registered Shares

   

4,390

     

210

   

Utilities (0.2%):

 

E.ON SE

   

12,518

     

145

   
     

1,074

   

Hong Kong (0.6%):

 

Financials (0.2%):

 

Hong Kong Exchanges and Clearing Ltd.

   

2,600

     

122

   

Utilities (0.4%):

 

Power Assets Holdings Ltd.

   

37,000

     

241

   
     

363

   

Ireland (1.1%):

 

Health Care (0.1%):

 

STERIS PLC

   

353

     

86

   

Industrials (0.1%):

 

Trane Technologies PLC

   

375

     

57

   

Information Technology (0.9%):

 

Seagate Technology Holdings PLC

   

6,499

     

584

   
     

727

   

Italy (0.5%):

 

Utilities (0.5%):

 

Snam SpA

   

28,565

     

165

   

Terna — Rete Elettrica Nazionale

   

19,120

     

164

   
     

329

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Japan (7.9%):

 

Communication Services (1.6%):

 

CyberAgent, Inc.

   

12,862

   

$

159

   

KDDI Corp.

   

11,200

     

367

   

Nippon Telegraph & Telephone Corp.

   

16,400

     

477

   
     

1,003

   

Consumer Discretionary (1.5%):

 

Fast Retailing Co. Ltd.

   

200

     

103

   

Iida Group Holdings Co. Ltd.

   

22,000

     

379

   

Sony Group Corp.

   

700

     

72

   

Toyota Motor Corp.

   

21,200

     

383

   
     

937

   

Consumer Staples (0.5%):

 

Seven & i Holdings Co. Ltd.

   

6,400

     

305

   

Energy (0.5%):

 

ENEOS Holdings, Inc.

   

80,400

     

301

   

Financials (1.2%):

 

Japan Post Holdings Co. Ltd.

   

24,600

     

181

   

ORIX Corp.

   

9,100

     

181

   

Resona Holdings, Inc.

   

29,800

     

127

   

Sumitomo Mitsui Financial Group, Inc.

   

10,000

     

316

   
     

805

   

Health Care (0.2%):

 

Hoya Corp.

   

1,100

     

125

   

Industrials (1.3%):

 

ITOCHU Corp.

   

10,600

     

359

   

Kajima Corp.

   

13,900

     

169

   

Mitsubishi Corp.

   

4,100

     

154

   

Mitsui & Co. Ltd.

   

6,700

     

182

   
     

864

   

Information Technology (0.8%):

 

FUJIFILM Holdings Corp.

   

2,200

     

134

   

Fujitsu Ltd.

   

1,100

     

165

   

Nomura Research Institute Ltd.

   

4,700

     

153

   

Seiko Epson Corp. (a)

   

5,100

     

77

   
     

529

   

Materials (0.3%):

 

Asahi Kasei Corp.

   

13,300

     

115

   

Nissan Chemical Corp.

   

1,300

     

76

   
     

191

   
     

5,060

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Netherlands (2.1%):

 

Communication Services (0.3%):

 

Koninklijke KPN NV

   

56,389

   

$

196

   

Consumer Staples (0.2%):

 

Koninklijke Ahold Delhaize NV

   

4,934

     

159

   

Industrials (0.5%):

 

Wolters Kluwer NV

   

3,057

     

326

   

Information Technology (0.7%):

 
ASML Holding NV    

625

     

417

   

Materials (0.4%):

 

LyondellBasell Industries NV Class A

   

2,763

     

284

   
     

1,382

   

Norway (0.3%):

 

Materials (0.3%):

 

Yara International ASA

   

3,288

     

164

   

Singapore (0.3%):

 

Financials (0.3%):

 

Singapore Exchange Ltd.

   

26,400

     

193

   

Spain (0.2%):

 

Utilities (0.2%):

 

Enagas SA

   

6,585

     

146

   

Switzerland (5.3%):

 

Communication Services (0.3%):

 

Swisscom AG Registered Shares

   

281

     

169

   

Consumer Discretionary (0.4%):

 

Garmin Ltd.

   

1,881

     

223

   

Consumer Staples (0.8%):

 

Nestle SA Registered Shares

   

4,121

     

536

   

Financials (0.8%):

 

Partners Group Holding AG

   

96

     

119

   

Zurich Insurance Group AG

   

843

     

416

   
     

535

   

Health Care (1.9%):

 

Novartis AG Registered Shares

   

8,016

     

704

   

Roche Holding AG

   

1,375

     

544

   
     

1,248

   

Industrials (0.9%):

 

Geberit AG Registered Shares

   

660

     

407

   

SGS SA Registered Shares

   

58

     

161

   
     

568

   

Materials (0.2%):

 

Holcim Ltd.

   

2,542

     

124

   
     

3,403

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

United Kingdom (3.8%):

 

Consumer Staples (1.1%):

 

British American Tobacco PLC

   

16,398

   

$

689

   

Financials (0.2%):

 

Admiral Group PLC

   

4,108

     

138

   

Health Care (0.3%):

 

GlaxoSmithKline PLC

   

9,590

     

207

   

Industrials (0.5%):

 

Intertek Group PLC

   

1,012

     

69

   

RELX PLC

   

8,774

     

273

   
     

342

   

Information Technology (0.2%):

 

The Sage Group PLC

   

13,234

     

121

   

Materials (1.5%):

 

Rio Tinto PLC

   

12,031

     

962

   
     

2,459

   

United States (66.1%):

 

Communication Services (3.2%):

 

Omnicom Group, Inc.

   

6,303

     

535

   

Sirius XM Holdings, Inc. (a)

   

38,139

     

252

   

The Interpublic Group of Cos., Inc.

   

5,500

     

195

   

Verizon Communications, Inc.

   

21,437

     

1,092

   
     

2,074

   

Consumer Discretionary (5.6%):

 

Best Buy Co., Inc.

   

4,512

     

410

   

D.R. Horton, Inc.

   

1,235

     

92

   

Genuine Parts Co.

   

3,457

     

435

   

Lowe's Cos., Inc.

   

2,334

     

472

   

McDonald's Corp.

   

1,375

     

340

   

Starbucks Corp.

   

1,909

     

174

   

Target Corp.

   

3,227

     

685

   

The Home Depot, Inc.

   

2,478

     

742

   

Tractor Supply Co.

   

1,085

     

253

   
     

3,603

   

Consumer Staples (5.9%):

 

Campbell Soup Co.

   

4,710

     

210

   

Colgate-Palmolive Co.

   

3,883

     

294

   

General Mills, Inc.

   

5,218

     

353

   

Kimberly-Clark Corp.

   

745

     

92

   

Philip Morris International, Inc.

   

8,160

     

767

   

The Clorox Co.

   

2,101

     

292

   

The Hershey Co.

   

1,176

     

255

   

The Kroger Co.

   

9,494

     

545

   

The Procter & Gamble Co.

   

3,414

     

522

   

Tyson Foods, Inc. Class A

   

3,145

     

282

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Walgreens Boots Alliance, Inc.

   

2,368

   

$

106

   

Walmart, Inc.

   

459

     

68

   
     

3,786

   

Energy (2.2%):

 

ConocoPhillips

   

3,816

     

382

   

Coterra Energy, Inc.

   

16,779

     

452

   

EOG Resources, Inc.

   

4,678

     

558

   
     

1,392

   

Financials (7.7%):

 

Aflac, Inc.

   

3,700

     

238

   

Ameriprise Financial, Inc.

   

1,201

     

361

   

Comerica, Inc.

   

1,389

     

126

   

Erie Indemnity Co. Class A

   

1,217

     

214

   

Fifth Third Bancorp

   

3,438

     

148

   

Huntington Bancshares, Inc.

   

8,192

     

120

   

KeyCorp

   

13,000

     

291

   

M&T Bank Corp.

   

3,324

     

563

   

MetLife, Inc.

   

4,221

     

297

   

Morgan Stanley

   

3,816

     

333

   

MSCI, Inc.

   

554

     

279

   

Regions Financial Corp.

   

9,856

     

219

   

S&P Global, Inc.

   

868

     

356

   

T. Rowe Price Group, Inc.

   

2,666

     

403

   

The Allstate Corp.

   

3,932

     

545

   

The Goldman Sachs Group, Inc.

   

866

     

286

   

The PNC Financial Services Group, Inc.

   

943

     

174

   
     

4,953

   

Health Care (9.6%):

 

Abbott Laboratories

   

1,054

     

125

   

AmerisourceBergen Corp.

   

550

     

85

   

Amgen, Inc.

   

3,112

     

752

   

Anthem, Inc.

   

784

     

385

   

Bristol-Myers Squibb Co.

   

3,256

     

238

   

Cardinal Health, Inc.

   

8,791

     

498

   

CVS Health Corp.

   

2,028

     

205

   

Danaher Corp.

   

534

     

157

   

Eli Lilly & Co.

   

2,272

     

651

   

Johnson & Johnson

   

4,762

     

844

   

Medtronic PLC

   

1,251

     

139

   

Pfizer, Inc.

   

10,561

     

547

   

Quest Diagnostics, Inc.

   

2,598

     

356

   

Stryker Corp.

   

460

     

123

   

Thermo Fisher Scientific, Inc.

   

258

     

152

   

UnitedHealth Group, Inc.

   

1,812

     

924

   
     

6,181

   

Industrials (7.5%):

 

3M Co.

   

3,247

     

483

   

C.H. Robinson Worldwide, Inc.

   

858

     

92

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Cummins, Inc.

   

1,636

   

$

336

   

Fastenal Co.

   

5,169

     

307

   

Honeywell International, Inc.

   

956

     

186

   

Illinois Tool Works, Inc.

   

1,208

     

253

   

Lockheed Martin Corp.

   

1,758

     

776

   

Northrop Grumman Corp.

   

627

     

280

   

PACCAR, Inc.

   

3,754

     

331

   

Republic Services, Inc.

   

668

     

89

   

Robert Half International, Inc.

   

4,014

     

458

   

Rockwell Automation, Inc.

   

922

     

258

   

Snap-on, Inc.

   

700

     

144

   

Union Pacific Corp.

   

547

     

150

   

United Parcel Service, Inc. Class B

   

1,961

     

421

   

W.W. Grainger, Inc.

   

384

     

198

   

Waste Management, Inc.

   

482

     

76

   
     

4,838

   

Information Technology (17.8%):

 

Apple, Inc.

   

15,950

     

2,785

   

Broadcom, Inc.

   

429

     

270

   

Cisco Systems, Inc.

   

15,376

     

857

   

Hewlett Packard Enterprise Co.

   

12,600

     

210

   

HP, Inc.

   

19,588

     

711

   

Intel Corp.

   

9,414

     

466

   

Intuit, Inc.

   

430

     

207

   

Juniper Networks, Inc.

   

4,700

     

175

   

Mastercard, Inc. Class A

   

412

     

147

   

Microsoft Corp.

   

7,427

     

2,290

   

NetApp, Inc.

   

7,249

     

602

   

NVIDIA Corp.

   

1,388

     

379

   

Oracle Corp.

   

5,906

     

489

   

Paychex, Inc.

   

3,287

     

449

   

QUALCOMM, Inc.

   

1,417

     

216

   

Texas Instruments, Inc.

   

4,024

     

738

   

The Western Union Co.

   

17,481

     

328

   

Visa, Inc. Class A

   

758

     

168

   
     

11,487

   

Materials (3.2%):

 

Air Products and Chemicals, Inc.

   

307

     

77

   

Celanese Corp.

   

707

     

101

   

Nucor Corp.

   

5,959

     

886

   

Packaging Corp. of America

   

2,095

     

327

   

PPG Industries, Inc.

   

1,600

     

210

   

RPM International, Inc.

   

1,083

     

88

   

Steel Dynamics, Inc.

   

2,438

     

203

   

The Sherwin-Williams Co.

   

747

     

186

   
     

2,078

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Utilities (3.4%):

 

American Electric Power Co., Inc.

   

1,400

   

$

139

   

Duke Energy Corp.

   

4,073

     

455

   

NRG Energy, Inc.

   

14,807

     

568

   

OGE Energy Corp.

   

6,617

     

270

   

The Southern Co.

   

3,361

     

244

   

UGI Corp.

   

14,447

     

523

   
     

2,199

   
     

42,591

   

Total Common Stocks (Cost $48,673)

   

63,730

   

Collateral for Securities Loaned (0.7%)^

 

United States (0.7%):

 
Fidelity Investments Money Market Government Portfolio, Institutional
Shares, 0.16% (b)
   

434,803

     

435

   

HSBC U.S. Government Money Market Fund, I Shares, 0.28% (b)

   

19,009

     

19

   

Total Collateral for Securities Loaned (Cost $454)

   

454

   

Total Investments (Cost $49,127) — 99.6%

   

64,184

   

Other assets in excess of liabilities — 0.4%

   

246

   

NET ASSETS — 100.00%

 

$

64,430

   

^  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 March 31, 2022.

PLC — Public Limited Company

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Global Equity
Income Fund
 

Assets:

 

Investments, at value (Cost $49,127)

 

$

64,184

(a)

 

Foreign currency, at value (Cost $5)

   

5

   

Cash

   

402

   

Receivables:

 

Interest and dividends

   

230

   

Capital shares issued

   

40

   

Reclaims

   

124

   

From Adviser

   

9

   

Prepaid expenses

   

4

   

Total Assets

   

64,998

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

454

   

Capital shares redeemed

   

10

   

Accrued expenses and other payables:

 

Investment advisory fees

   

28

   

Administration fees

   

8

   

Custodian fees

   

5

   

Transfer agent fees

   

8

   

Compliance fees

   

(b)

 

Trustees' fees

   

1

   

Other accrued expenses

   

54

   

Total Liabilities

   

568

   

Net Assets:

 

Capital

   

45,896

   

Total accumulated earnings/(loss)

   

18,534

   

Net Assets

 

$

64,430

   

Net Assets

 

Fund Shares

 

$

64,374

   

Institutional Shares

   

56

   

Total

 

$

64,430

   

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

 

Fund Shares

   

5,212

   

Institutional Shares

   

5

   

Total

   

5,217

   

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

 

Fund Shares

 

$

12.35

   

Institutional Shares

 

$

11.85

   

(a)  Includes $502 thousand 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.

 


16


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)  

    USAA Global Equity
Income Fund
 

Investment Income:

 

Dividends

 

$

1,836

   

Securities lending (net of fees)

   

3

   

Foreign tax withholding

   

(87

)

 

Total Income

   

1,752

   

Expenses:

 

Investment advisory fees

   

357

   

Administration fees — Fund Shares

   

97

   

Administration fees — Institutional Shares

   

(a)

 

Sub-Administration fees

   

23

   

Custodian fees

   

23

   

Transfer agent fees — Fund Shares

   

91

   

Transfer agent fees — Institutional Shares

   

(a)

 

Trustees' fees

   

48

   

Compliance fees

   

(a)

 

Legal and audit fees

   

52

   

State registration and filing fees

   

25

   

Interfund lending fees

   

(a)

 

Interest fees

   

1

   

Other expenses

   

50

   

Total Expenses

   

767

   

Expenses waived/reimbursed by Adviser

   

(81

)

 

Net Expenses

   

686

   

Net Investment Income (Loss)

   

1,066

   

Realized/Unrealized Gains (Losses) from Investments:

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

9,064

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

(2,170

)

 

Net realized/unrealized gains (losses) on investments

   

6,894

   

Change in net assets resulting from operations

 

$

7,960

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Global Equity
Income Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

1,066

   

$

1,215

   

Net realized gains (losses)

   

9,064

     

(359

)

 

Net change in unrealized appreciation/depreciation

   

(2,170

)

   

25,890

   

Change in net assets resulting from operations

   

7,960

     

26,746

   

Distributions to Shareholders:

 

Fund Shares

   

(5,752

)

   

(1,102

)

 

Institutional Shares

   

(2

)

   

(89

)

 

Change in net assets resulting from distributions to shareholders

   

(5,754

)

   

(1,191

)

 

Change in net assets resulting from capital transactions

   

(13,488

)

   

(14,549

)

 

Change in net assets

   

(11,282

)

   

11,006

   

Net Assets:

 

Beginning of period

   

75,712

     

64,706

   

End of period

 

$

64,430

   

$

75,712

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

5,342

   

$

5,174

   

Distributions reinvested

   

5,728

     

921

   

Cost of shares redeemed

   

(18,352

)

   

(20,644

)

 

Total Fund Shares

 

$

(7,282

)

 

$

(14,549

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

60

   

$

   

Distributions reinvested

   

2

     

   

Cost of shares redeemed

   

(6,268

)

   

   

Total Institutional Shares

 

$

(6,206

)

 

$

   

Change in net assets resulting from capital transactions

 

$

(13,488

)

 

$

(14,549

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

422

     

499

   

Reinvested

   

455

     

90

   

Redeemed

   

(1,457

)

   

(1,981

)

 

Total Fund Shares

   

(580

)

   

(1,392

)

 

Institutional Shares

 

Issued

   

5

     

   

Reinvested

   

(a)

   

   

Redeemed

   

(500

)

   

   

Total Institutional Shares

   

(495

)

   

   

Change in Shares

   

(1,075

)

   

(1,392

)

 

(a)  Rounds to less than 1 thousand shares.

See notes to financial statements.

 


18


 

This page is intentionally left blank.

 


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)
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Global Equity Income Fund

     

Fund Shares

     
Year Ended March 31:
2022
 

$

12.03

     

0.21

(b)

   

1.27

     

1.48

     

(0.23

)

   

(0.93

)

 

2021

 

$

8.42

     

0.17

(b)

   

3.61

     

3.78

     

(0.17

)

   

   

2020

 

$

10.51

     

0.24

(b)

   

(1.57

)

   

(1.33

)

   

(0.22

)

   

(0.54

)

 

2019

 

$

10.88

     

0.27

     

0.06

     

0.33

     

(0.27

)

   

(0.43

)

 

2018

 

$

10.42

     

0.23

     

0.54

     

0.77

     

(0.23

)

   

(0.08

)

 

Institutional Shares

     
Year Ended March 31:
2022
 

$

12.04

     

0.15

(b)

   

0.66

     

0.81

     

(0.07

)

   

(0.93

)

 

2021

 

$

8.43

     

0.18

(b)

   

3.61

     

3.79

     

(0.18

)

   

   

2020

 

$

10.52

     

0.25

(b)

   

(1.56

)

   

(1.31

)

   

(0.24

)

   

(0.54

)

 

2019

 

$

10.89

     

0.27

     

0.07

     

0.34

     

(0.28

)

   

(0.43

)

 

2018

 

$

10.43

     

0.23

     

0.54

     

0.77

     

(0.23

)

   

(0.08

)

 

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

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

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

†  Does not include acquired fund fees and expenses, if any.

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

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

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

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

(e)  Prior to August 1, 2018, USAA Asset Management Company ("AMCO")(previous investment Adviser) voluntarily agreed to limit the annual expenses of the Fund Shares to 1.20% of the Fund Shares' average daily net assets.

(f)  Includes impact of Interfund lending fees and Interest fees. Without these fees, the net expense ratio would have been lower by 0.01%.

(g)  Prior to August 1, 2018, AMCO voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.10% of the Institutional Shares' average daily net assets.

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

USAA Global Equity Income Fund

 

Fund Shares

 
Year Ended March 31:
2022
   

(1.16

)

 

$

12.35

     

12.28

%

   

1.04

%

   

1.63

%

   

1.15

%

 

$

64,374

     

31

%

 

2021

   

(0.17

)

 

$

12.03

     

45.23

%

   

1.03

%

   

1.65

%

   

1.18

%

 

$

69,690

     

46

%(c)

 

2020

   

(0.76

)

 

$

8.42

     

(14.02

)%

   

1.00

%

   

2.30

%

   

1.14

%

 

$

60,491

     

109

%(d)

 

2019

   

(0.70

)

 

$

10.51

     

3.43

%

   

1.03

%(e)

   

2.56

%

   

1.10

%

 

$

75,086

     

15

%

 

2018

   

(0.31

)

 

$

10.88

     

7.41

%

   

1.05

%

   

2.17

%

   

1.05

%

 

$

96,101

     

22

%

 

Institutional Shares

 
Year Ended March 31:
2022
   

(1.00

)

 

$

11.85

     

6.64

%

   

1.13

%(f)

   

1.25

%

   

3.95

%

 

$

56

     

31

%

 

2021

   

(0.18

)

 

$

12.04

     

45.32

%

   

0.93

%

   

1.74

%

   

1.25

%

 

$

6,022

     

46

%(c)

 

2020

   

(0.78

)

 

$

8.43

     

(13.90

)%

   

0.90

%

   

2.40

%

   

1.51

%

 

$

4,215

     

109

%(d)

 

2019

   

(0.71

)

 

$

10.52

     

3.47

%

   

0.97

%(g)

   

2.58

%

   

1.22

%

 

$

5,261

     

15

%

 

2018

   

(0.31

)

 

$

10.89

     

7.35

%

   

1.10

%

   

2.14

%

   

1.29

%

 

$

5,447

     

22

%

 

See notes to financial statements.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Global Equity Income Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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, other than ETFs, 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 March 31, 2022, 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

 

$

47,384

   

$

16,346

   

$

   

$

63,730

   

Collateral for Securities Loaned

   

454

     

     

     

454

   

Total

 

$

47,838

   

$

16,346

   

$

   

$

64,184

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Open-End Funds:

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

Derivative Instruments:

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

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31, 2022, 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 Investments. The Fund effectively does not have 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 repledged, except to satisfy borrower default.

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of March 31, 2022.

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

502

   

$

82

   

$

454

   

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 are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions 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:

The Fund intends 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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

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

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

20,344

   

$

38,834

   

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 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2022, 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 the respective class' performance to that of the Lipper Global Equity Income Funds Index. The Lipper Global Equity Income Funds Index tracks the total return performance of the largest funds within the Lipper Global Equity Income Funds category.

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

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

+/- 4

   
  +/- 401 to 700      

+/- 5

   
  +/- 701 and greater      

+/- 6

   

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the 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.

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

For the period April 1, 2021, to March 31, 2022, performance adjustments were $28 and $1 for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were 0.04% and 0.22% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and of the Institutional Shares, respectively. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2022, 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.

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 1.00% and 0.90% for Fund Shares and Institutional Shares, 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 

$

93

   

$

117

   

$

81

   

$

291

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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

5. Risks:

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Equity Risk — The values of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general market, economic and political conditions and other factors. 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 may 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 year ended March 31, 2022, 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 London Interbank Offered Rate ("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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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 reflected on the Statement of Operations under Interfund lending.

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2022, were as follows (amounts in thousands):

Borrower
or Lender

 

Amount
Outstanding at
March 31, 2022

 

Average
Borrowing*

 

Days
Borrowing
Outstanding

 

Average
Interest
Rate*

 

Maximum
Borrowing
During the
Period

 

Borrower

 

$

   

$

3,888

     

1

     

0.57

%

 

$

3,888

   

*  For the year ended March 31, 2022, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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

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

As of March 31, 2022, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total
Accumulated
Earnings/(Loss)
 

Capital

 
$

(411

)

 

$

411

   

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

Year Ended March 31, 2022  

Year Ended March 31, 2021

 

Distributions Paid From

     

 

  Distributions
Paid From
     


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

1,240

   

$

4,514

   

$

5,754

   

$

5,754

   

$

1,191

   

$

1,191

   
 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Ordinary
Income

 

Undistributed
Long-Term
Capital Gains

 

Accumulated
Earnings

 

Unrealized
Appreciation
(Depreciation)*

 

Total
Accumulated
Earnings
(Loss)

 

$

621

   

$

2,946

   

$

3,567

   

$

14,967

 

 

$

18,534

   

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

As of March 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

During the tax year ended March 31, 2022, the Fund utilized $697 thousand of capital loss carryforwards.

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

49,214

   

$

16,245

   

$

(1,275

)

 

$

14,970

   
 


31


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Global Equity Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Global Equity Income Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


32


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


34


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


35


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


36


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

 
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


37


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses Paid
During Period
10/1/21-
3/31/22*
  Hypothetical
Expenses Paid
During Period
10/1/21-
3/31/22*
  Annualized
Expense Ratio
During Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

1,068.40

   

$

1,019.70

   

$

5.41

   

$

5.29

     

1.05

%

 

Institutional Shares

   

1,000.00

     

1,051.50

     

1,007.98

     

17.39

     

17.02

     

3.40

%**

 

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

**  The expense ratio for the six-month period could potentially change due to performance fee adjustments.

 


38


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

Dividend
Received
Deduction
(corporate
shareholders)
  Qualified
Dividend
Income
(non-corporate
shareholders)
  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
  66

%

   

100

%

 

$

113

   

$

4,899

   
 


39


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Global Equity Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021, meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


40


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-year period ended September 30, 2021, and was above the average of its performance universe and its Lipper index for the three- and five-year periods ended September 30, 2021.

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

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

 


41


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


42


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


43


 

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

 

www.vcm.com

  (800) 235-8396  

98354-0522


 

March 31, 2022

Annual Report

USAA California Bond Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    16    

Statement of Operations

    17    

Statements of Changes in Net Assets

    18    

Financial Highlights

    20    

Notes to Financial Statements

   

22

   
Report of Independent
Registered Public Accounting Firm
   

32

   

Supplemental Information (Unaudited)

   

33

   

Trustee and Officer Information

    33    

Proxy Voting and Portfolio Holdings Information

    38    

Expense Examples

    38    

Additional Federal Income Tax Information

    39    

Advisory Contract Renewal

    40    

Liquidity Risk Management Program

   

43

 

 

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA California Bond Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds, as measured by the Bloomberg Municipal Bond Index, generated negative returns during the 12-month reporting period ended March 31, 2022, due largely to rising municipal bond yields in the last quarter of the fiscal year. (Bond prices and yields move in opposite directions.)

The reporting period began with the municipal market fighting the headwinds of potentially higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers. During the first three quarters of the fiscal year, the Bloomberg Municipal Bond Index returned 1.87%.

The municipal market turned meaningfully negative in the first quarter of 2022. The Bloomberg Municipal Bond Index returned -6.23% for the quarter. The negative returns were driven by a material increase in Treasury and AAA Municipal Bond yields. These rates rose significantly in response to the U.S. Federal Reserve's initiation of monetary tightening. Negative returns were also driven by significant outflows of assets from municipal bond mutual funds.

At the end of the reporting period, the yield on the Bloomberg Municipal Bond Index was 2.60%, which was notably higher than at the start of the fiscal year (1.18% on March 31, 2021). While the increase in rates detracted from performance during this fiscal year, we believe the higher rates should drive higher returns over the long-term.

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

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended March 31, 2022, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of -3.64%, -3.50%, and -3.78%, respectively, versus an average return of -4.36% for the funds in the Lipper California Municipal Debt Funds category. This compares to returns of -4.24% for the Lipper California Municipal Debt Funds Index and -4.47% for the Bloomberg Municipal Bond Index.

•  What are the conditions in the state of California?

California's fundamental credit strength derives from a broad and diverse economy that accounted for nearly 15% of the U.S. gross domestic product through the first three quarters of 2021. The state's estimated 39.37 million residents as of July 2021, by far the largest among all the states, comprised approximately 12% of the total U.S. population.

The state's revenue performance continues to be favorable as evidenced by the governor's January budget proposal for fiscal year 2023, which anticipates further revenue growth

 


4


 

USAA Mutual Funds Trust

USAA California Bond Fund (continued)

Manager's Commentary (continued)

following preliminary positive results for fiscal year 2022. Recent fiscal strength has been driven largely by positive personal income tax performance following significant one-time funding relief during the initial phase of the COVID-19 pandemic.

While we view California as a generally strong credit rating state, pandemic related vulnerabilities remain an ongoing concern as evidenced by chronically high unemployment rates. Furthermore, longer term budget pressures, a high dependence upon revenues generated from the cyclical and concentrated personal income tax, and a rising trend of outmigration, while still small relative to the population, are areas of potential fiscal concern.

The state currently maintains ratings of Aa2 with stable outlook by Moody's, AA- with positive outlook by S&P, and AA with stable outlook by Fitch Ratings.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

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

 


5


 

USAA Mutual Funds Trust

USAA California Bond Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

 

Class A

         

INCEPTION DATE

 

10/10/90

 

6/29/20

 

8/1/10

         
   

Net Asset
Value

 

Net Asset
Value

 

Net Asset
Value

 

Maximum
Offering
Price

 

Bloomberg
Municpal
Bond Index1

 

Lipper
California
Municipal
Debt
Funds Index2

 

One Year

   

–3.64

%

   

–3.50

%

   

–3.78

%

   

–5.92

%

   

–4.47

%

   

–4.24

%

 

Five Year

   

2.61

%

   

NA

     

2.36

%

   

1.90

%

   

2.52

%

   

2.48

%

 

Ten Year

   

3.44

%

   

NA

     

3.19

%

   

2.95

%

   

2.88

%

   

3.29

%

 

Since Inception

   

NA

     

–0.34

%

   

NA

     

NA

     

NA

     

NA

   

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

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

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

USAA California Bond Fund — Growth of $10,000

1The Bloomberg Municipal Bond Index is generally considered to be representative of the municipal bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The unmanaged Lipper California Municipal Debt Funds Index measures the Fund's performance to that of the Lipper California Municipal Debt Funds category that limit their assets to those securities exempt from taxation in the state of California.This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA California Bond Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides California investors with a high level of current interest income that is exempt from federal and California state income taxes.

Top 10 Industries

March 31, 2022

(% of Net Assets)

General

   

17.2

%

 

Medical

   

16.8

%

 

School District

   

16.4

%

 

General Obligation

   

7.6

%

 

Education

   

7.5

%

 

Transportation

   

7.4

%

 

Water

   

7.0

%

 

Nursing Homes

   

6.0

%

 

Airport

   

2.0

%

 

Multifamily Housing

   

1.8

%

 

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

 


7


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (99.4%)

 

California (96.2%):

 
Abag Finance Authority for Nonprofit Corp. Revenue, 5.00%, 7/1/42,
Pre-refunded 7/1/22 @ 100
 

$

1,500

   

$

1,515

   
Abag Finance Authority for Nonprofit Corp. Revenue (NBGA — California Health
Insurance Construction Loan Insurance Program), 5.00%, 1/1/33, Continuously
Callable @101
   

4,235

     

4,371

   
Adelanto Public Utility Authority Revenue (INS — Assured Guaranty Municipal
Corp.), 5.00%, 7/1/39, Continuously Callable @100
   

2,000

     

2,241

   
Alameda Corridor Transportation Authority Revenue, Series B, 5.00%, 10/1/37,
Continuously Callable @100
   

2,000

     

2,187

   
Albany Unified School District, GO
Series B, 5.00%, 8/1/43, Continuously Callable @100
   

2,000

     

2,200

   

Series B, 4.00%, 8/1/46, Continuously Callable @100

   

1,500

     

1,554

   
Anaheim Public Financing Authority Revenue, Series A, 5.00%, 5/1/46,
Pre-refunded 5/1/24 @ 100
   

1,500

     

1,595

   
Bay Area Toll Authority Revenue
1.76% (MUNIPSA+125bps), 4/1/36, (Put Date 4/1/27) (a) (b)
   

15,000

     

15,543

   

Series H, 5.00%, 4/1/49, Pre-refunded 4/1/29 @ 100

   

4,000

     

4,723

   
Burbank Unified School District, GO
8/1/33, Continuously Callable @100 (c)
   

3,085

     

3,241

   

8/1/34, Continuously Callable @100 (d)

   

3,000

     

3,154

   
California Community Housing Agency Revenue, Series A, 5.00%, 8/1/50,
Continuously Callable @100 (e)
   

2,000

     

1,998

   
California County Tobacco Securitization Agency Revenue
1.38%, 6/1/30
   

20

     

20

   

4.00%, 6/1/49, Continuously Callable @100

   

500

     

507

   

Series A, 4.00%, 6/1/49, Continuously Callable @100

   

1,000

     

1,013

   

Series A, 4.00%, 6/1/49, Continuously Callable @100

   

500

     

535

   
California Educational Facilities Authority Revenue
5.00%, 10/1/43, Continuously Callable @100
   

2,000

     

2,262

   

5.00%, 10/1/48, Continuously Callable @100

   

2,000

     

2,246

   

5.00%, 10/1/49, Pre-refunded 4/1/26 @ 100

   

3,100

     

3,415

   

Series A, 5.00%, 10/1/37, Continuously Callable @100

   

1,000

     

1,088

   
California Enterprise Development Authority Revenue
4.00%, 11/1/49, Continuously Callable @100
   

1,900

     

1,941

   

4.00%, 11/1/50, Continuously Callable @100

   

680

     

695

   
California Health Facilities Financing Authority Revenue
4.00%, 3/1/39, Continuously Callable @100
   

7,375

     

7,633

   

4.00%, 10/1/47, Continuously Callable @100 (f)

   

10,000

     

10,355

   

Series A, 5.00%, 7/1/33, Pre-refunded 7/1/23 @ 100

   

5,000

     

5,203

   

Series A, 5.00%, 11/15/39, Continuously Callable @100

   

2,100

     

2,136

   

Series A, 5.00%, 8/15/42, Continuously Callable @100

   

1,000

     

1,122

   

Series A, 4.00%, 4/1/45, Continuously Callable @100

   

2,500

     

2,544

   

Series A, 4.00%, 4/1/49, Continuously Callable @100

   

1,000

     

1,015

   

Series A, 4.00%, 8/15/50, Continuously Callable @100

   

2,000

     

2,113

   

Series A-2, 5.00%, 11/1/47

   

10,000

     

12,637

   

Series B, 4.00%, 11/15/41, Continuously Callable @100 (f)

   

14,000

     

14,775

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
California Health Facilities Financing Authority Revenue (NBGA — California
Health Insurance Construction Loan Insurance Program)
5.00%, 7/1/39, Continuously Callable @100
 

$

1,050

   

$

1,126

   

5.00%, 6/1/42, Pre-refunded 6/1/22 @ 100

   

7,805

     

7,856

   

5.00%, 7/1/44, Continuously Callable @100

   

2,300

     

2,455

   
California Infrastructure & Economic Development Bank Revenue
0.86% (MUNIPSA+35bps), 8/1/47, (Put Date 8/1/24) (a) (b)
   

2,250

     

2,228

   

4.00%, 7/1/50, Continuously Callable @100

   

4,000

     

4,261

   

4.00%, 11/1/56, Continuously Callable @100

   

1,200

     

1,216

   
California Municipal Finance Authority Revenue
5.00%, 6/1/43, Continuously Callable @100
   

2,500

     

2,826

   

4.00%, 10/1/49, Continuously Callable @100

   

6,250

     

6,536

   

4.00%, 10/1/51, Continuously Callable @100

   

1,150

     

1,208

   

Series A, 5.00%, 2/1/37, Continuously Callable @100

   

750

     

815

   

Series A, 5.00%, 2/1/42, Continuously Callable @100

   

1,000

     

1,082

   

Series A, 4.00%, 10/1/44, Continuously Callable @100

   

2,000

     

2,086

   

Series A, 5.00%, 2/1/47, Continuously Callable @100

   

1,000

     

1,077

   

Series A, 5.00%, 7/1/47, Continuously Callable @100

   

1,000

     

1,073

   

Series A, 5.00%, 6/1/50, Continuously Callable @100

   

1,000

     

1,047

   

Series A, 4.00%, 11/15/52, Continuously Callable @103

   

750

     

755

   

Series A, 4.00%, 11/15/56, Continuously Callable @103

   

1,100

     

1,108

   
California Municipal Finance Authority Revenue (NBGA — California Health
Insurance Construction Loan Insurance Program)
4.13%, 5/15/39, Continuously Callable @100
   

1,900

     

1,992

   

4.13%, 5/15/46, Continuously Callable @100

   

2,100

     

2,205

   

Series B, 5.00%, 5/15/47, Continuously Callable @102

   

2,500

     

2,702

   
California Pollution Control Financing Authority Revenue
5.00%, 7/1/39, Continuously Callable @100 (e)
   

6,000

     

6,767

   

5.00%, 11/21/45, Continuously Callable @100 (e)

   

2,000

     

2,237

   
California Public Finance Authority Revenue
5.00%, 10/15/37, Continuously Callable @100
   

1,000

     

1,105

   

5.00%, 10/15/47, Continuously Callable @100

   

3,000

     

3,284

   

Series B, 4.00%, 10/15/51, (Put Date 10/15/31) (b)

   

685

     

767

   
California School Finance Authority Revenue
5.00%, 8/1/41, Continuously Callable @100 (e)
   

1,600

     

1,708

   

5.00%, 8/1/41, Pre-refunded 8/1/25 @ 100 (e)

   

150

     

164

   

5.00%, 8/1/46, Continuously Callable @100 (e)

   

2,050

     

2,182

   

5.00%, 8/1/46, Pre-refunded 8/1/25 @ 100 (e)

   

200

     

219

   

Series A, 5.00%, 7/1/47, Continuously Callable @100 (e)

   

1,370

     

1,498

   

Series A, 5.00%, 7/1/49, Continuously Callable @100 (e)

   

1,000

     

1,123

   

Series A, 5.00%, 7/1/54, Continuously Callable @100 (e)

   

2,150

     

2,412

   
California Statewide Communities Development Authority Revenue
5.00%, 5/15/24
   

1,300

     

1,374

   

5.00%, 5/15/40, Continuously Callable @100

   

2,750

     

2,989

   

5.00%, 5/15/42, Continuously Callable @100

   

1,500

     

1,504

   

5.00%, 11/1/43, Pre-refunded 11/1/24 @ 100

   

500

     

538

   

5.00%, 10/1/46, Continuously Callable @100

   

2,750

     

2,944

   

5.00%, 5/15/47, Continuously Callable @100

   

1,500

     

1,504

   

5.00%, 5/15/47, Continuously Callable @100

   

1,000

     

1,095

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.00%, 1/1/48, Continuously Callable @100

 

$

1,995

   

$

2,158

   

5.00%, 7/1/48, Continuously Callable @100

   

4,000

     

4,503

   

5.00%, 5/15/50, Continuously Callable @100

   

1,000

     

1,092

   

Series A, 5.00%, 5/15/25

   

2,180

     

2,354

   

Series A, 4.00%, 4/1/40, Continuously Callable @100

   

650

     

692

   

Series A, 4.00%, 4/1/45, Continuously Callable @100

   

1,500

     

1,581

   

Series A, 4.00%, 6/1/46, Continuously Callable @100

   

2,000

     

2,164

   

Series A, 4.00%, 8/15/51, Continuously Callable @100

   

3,000

     

3,162

   

Series A, 5.00%, 12/1/53, Continuously Callable @100

   

1,000

     

1,139

   

Series A, 5.00%, 12/1/57, Continuously Callable @100

   

2,500

     

2,850

   
California Statewide Communities Development Authority Revenue (LIQ —
Deutsche Bank A.G.), Series DBE-8052, 0.91%, 4/1/52,
Callable 5/13/22 @ 100 (e) (g)
   

4,900

     

4,900

   
California Statewide Communities Development Authority Revenue (NBGA —
California Health Insurance Construction Loan Insurance Program)
4.00%, 11/1/46, Continuously Callable @100
   

4,000

     

4,139

   

Series S, 5.00%, 8/1/44, Pre-refunded 8/1/22 @ 102

   

2,400

     

2,477

   
Centinela Valley Union High School District, GO, Series B, 4.00%, 8/1/50,
Continuously Callable @100 (f)
   

9,500

     

9,808

   
Chino Valley Unified School District, GO, Series B, 4.00%, 8/1/45, Continuously
Callable @100
   

1,000

     

1,065

   
City & County of San Francisco CA Community Facilities District Special Tax
4.00%, 9/1/52, Callable 9/1/28 @ 103 (e)
   

1,750

     

1,753

   

Series 2021, 4.00%, 9/1/41, Continuously Callable @103

   

450

     

457

   

Series 2021, 4.00%, 9/1/46, Continuously Callable @103

   

1,000

     

990

   

Series 2021, 4.00%, 9/1/51, Continuously Callable @103

   

1,000

     

1,001

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.91%, 12/1/52, Callable 5/13/22 @ 100 (e) (g)
   

4,300

     

4,300

   
City of Atwater Wastewater Revenue (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 5/1/43, Continuously Callable @100
   

1,300

     

1,437

   

City of Fillmore Wastewater Revenue, 5.00%, 5/1/47, Continuously Callable @100

   

2,000

     

2,225

   
City of Tulare Sewer Revenue (INS — Assured Guaranty Municipal Corp.)
4.00%, 11/15/41, Continuously Callable @100
   

5,710

     

5,902

   

4.00%, 11/15/44, Continuously Callable @100

   

5,000

     

5,153

   
City of Upland Certificate of Participation
4.00%, 1/1/42, Continuously Callable @100
   

3,000

     

3,068

   

5.00%, 1/1/47, Continuously Callable @100

   

2,000

     

2,160

   
City of Vernon CA Electric System Revenue
Series 2022-A, 5.00%, 8/1/39, Continuously Callable @100 (h)
   

450

     

503

   

Series 2022-A, 5.00%, 8/1/40, Continuously Callable @100 (h)

   

375

     

419

   

Series 2022-A, 5.00%, 8/1/41, Continuously Callable @100 (h)

   

420

     

468

   
Corona-Norco Unified School District Special Tax, 5.00%, 9/1/32,
Pre-refunded 9/1/23 @ 100
   

1,350

     

1,411

   
County of Sacramento Airport System Revenue, Series B, 5.00%, 7/1/41,
Continuously Callable @100
   

1,100

     

1,185

   
East Bay Municipal Utility District Wastewater System Revenue, Series A-2,
5.00%, 6/1/38
   

9,000

     

11,593

   
Elk Grove Finance Authority Special Tax (INS — Build America Mutual Assurance Co.),
5.00%, 9/1/38, Continuously Callable @100
   

1,500

     

1,605

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Foothill-Eastern Transportation Corridor Agency Revenue, Series B-2, 3.50%,
1/15/53, Continuously Callable @100
 

$

1,500

   

$

1,454

   
Foothill-Eastern Transportation Corridor Agency Revenue (INS — Assured Guaranty
Municipal Corp.)
1/15/34 (i)
   

15,000

     

10,032

   

1/15/35 (i)

   

7,500

     

4,829

   
Fresno Joint Powers Financing Authority Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 4.00%, 4/1/46, Continuously Callable @100
   

1,225

     

1,285

   
Golden State Tobacco Securitization Corp. Revenue, Series A, 5.00%, 6/1/35,
Pre-refunded 6/1/28 @ 100
   

5,500

     

6,380

   
Grass Valley School District, GO (INS — Build America Mutual Assurance Co.),
5.00%, 8/1/45, Continuously Callable @100
   

2,400

     

2,622

   
Hanford Joint Union High School District Certificate of Participation (INS —
Assured Guaranty Municipal Corp.), 4.00%, 6/1/40, Continuously Callable @100
   

2,640

     

2,772

   
Hayward Unified School District, GO (INS — Build America Mutual Assurance Co.),
Series A, 5.00%, 8/1/44, Continuously Callable @100
   

3,000

     

3,369

   
Indio Redevelopment Agency Successor Agency Tax Allocation, Series A, 5.25%,
8/15/31, Continuously Callable @100
   

2,940

     

2,948

   
Inglewood Unified School District, GO (INS — Build America Mutual Assurance Co.)
Series B, 5.00%, 8/1/38, Continuously Callable @100
   

750

     

819

   

Series C, 4.00%, 8/1/36, Continuously Callable @100

   

220

     

232

   

Series C, 4.00%, 8/1/37, Continuously Callable @100

   

450

     

474

   

Series C, 4.00%, 8/1/39, Continuously Callable @100

   

450

     

473

   
Inglewood Unified School District, GO (INS-Assured Guaranty Municipal Corp.),
Series A, 4.00%, 8/1/51, Continuously Callable @100
   

4,000

     

4,233

   
Irvine Unified School District Special Tax
5.00%, 9/1/45, Continuously Callable @100
   

1,000

     

1,112

   

5.00%, 9/1/49, Continuously Callable @100

   

2,000

     

2,210

   

Series A, 4.00%, 9/1/39, Continuously Callable @100

   

1,020

     

1,092

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

1,800

     

1,889

   

Series B, 5.00%, 9/1/42, Continuously Callable @100

   

1,000

     

1,116

   

Series B, 5.00%, 9/1/47, Continuously Callable @100

   

1,000

     

1,109

   

Series C, 5.00%, 9/1/42, Continuously Callable @100

   

1,000

     

1,114

   

Series C, 5.00%, 9/1/47, Continuously Callable @100

   

525

     

582

   

Series D, 5.00%, 9/1/49, Continuously Callable @100

   

1,000

     

1,105

   
Irvine Unified School District Special Tax (INS — Build America Mutual Assurance Co.),
5.00%, 9/1/56, Continuously Callable @100
   

6,000

     

6,690

   
Jurupa Public Financing Authority Special Tax, Series A, 5.00%, 9/1/42,
Continuously Callable @100
   

1,000

     

1,057

   
Local Public Schools Funding Authority School Improvement District No. 2016-1,
GO (INS — Build America Mutual Assurance Co.), Series A, 4.00%, 8/1/52,
Continuously Callable @100
   

1,500

     

1,559

   

Long Beach Bond Finance Authority Revenue, Series A, 5.00%, 11/15/35

   

3,875

     

4,641

   
Los Angeles County Facilities, Inc. Revenue
5.00%, 12/1/51, Pre-refunded 12/1/28 @ 100
   

1,560

     

1,831

   

5.00%, 12/1/51, Continuously Callable @100

   

2,440

     

2,754

   
Los Angeles County Public Works Financing Authority Revenue
Series A, 5.00%, 12/1/44, Continuously Callable @100
   

2,000

     

2,128

   

Series D, 5.00%, 12/1/45, Continuously Callable @100

   

6,000

     

6,510

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
March Joint Powers Redevelopment Agency Successor Agency Tax Allocation
(INS — Build America Mutual Assurance Co.), 4.00%, 8/1/41, Continuously
Callable @100
 

$

5,790

   

$

6,005

   
Middle Fork Project Finance Authority Revenue, 5.00%, 4/1/33, Continuously
Callable @100
   

2,205

     

2,556

   
Monrovia Financing Authority Revenue, 5.00%, 12/1/45, Continuously
Callable @100
   

3,435

     

3,708

   
Monrovia Financing Authority Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 12/1/45, Continuously Callable @100
   

2,345

     

2,547

   
Moreno Valley Unified School District, GO (INS — Assured Guaranty Municipal Corp.),
Series B, 5.00%, 8/1/47, Continuously Callable @100
   

6,500

     

7,213

   
Mountain View School District/Los Angeles County, GO (INS — Build America
Mutual Assurance Co.), Series B, 5.00%, 8/1/48, Continuously Callable @100
   

3,315

     

3,601

   
Mountain View Shoreline Regional Park Community Tax Allocation, Series A,
5.63%, 8/1/35, Continuously Callable @100
   

2,000

     

2,005

   
Norwalk Redevelopment Agency Tax Allocation (INS — National Public Finance
Guarantee Corp.)
Series A, 5.00%, 10/1/30, Continuously Callable @100
   

5,000

     

5,012

   

Series A, 5.00%, 10/1/35, Continuously Callable @100

   

3,500

     

3,508

   
Norwalk-La Mirada Unified School District, GO (INS — Assured Guaranty
Municipal Corp.), Series C, 8/1/30 (i)
   

7,500

     

5,947

   
Ontario International Airport Authority Revenue, Series A, 4.00%, 5/15/51,
Continuously Callable @100
   

1,695

     

1,765

   

Palomar Health, GO (INS — Assured Guaranty Municipal Corp.), Series A, 8/1/31 (i)

   

12,230

     

8,929

   

Palomar Health, GO (INS — National Public Finance Guarantee Corp.), 8/1/26 (i)

   

5,500

     

4,852

   
Perris Union High School District, GO (INS — Assured Guaranty Corp.), Series A,
4.00%, 9/1/48, Continuously Callable @100
   

5,000

     

5,210

   
Pittsburg Successor Agency Redevelopment Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 9/1/29, Continuously Callable @100
   

2,000

     

2,216

   
Pomona Unified School District, GO (INS — Build America Mutual Assurance Co.),
Series F, 5.00%, 8/1/39, Continuously Callable @100
   

1,500

     

1,590

   
Poway Unified School District Special Tax (INS — Assured Guaranty Municipal
Corp.), 4.00%, 9/1/50, Continuously Callable @100
   

4,750

     

5,008

   
Regents of the University of California Medical Center Pooled Revenue, Series L,
4.00%, 5/15/44, Continuously Callable @100
   

2,000

     

2,083

   
Rio Elementary School District, GO (INS — Assured Guaranty Municipal Corp.),
Series B, 4.00%, 8/1/45, Continuously Callable @100
   

2,800

     

2,893

   
Riverside County Public Financing Authority Tax Allocation (INS — Build America
Mutual Assurance Co.)
4.00%, 10/1/36, Continuously Callable @100
   

1,250

     

1,308

   

4.00%, 10/1/37, Continuously Callable @100

   

1,625

     

1,693

   
Riverside County Redevelopment Successor Agency Tax Allocation (INS —
Build America Mutual Assurance Co.), 4.00%, 10/1/37, Continuously
Callable @100
   

2,000

     

2,070

   
Riverside County Transportation Commission Revenue
4.00%, 6/1/47, Continuously Callable @100
   

3,000

     

3,088

   

Series A, 5.25%, 6/1/39, Pre-refunded 6/1/23 @ 100

   

2,000

     

2,081

   
RNR School Financing Authority Special Tax (INS — Build America Mutual
Assurance Co.), Series A, 5.00%, 9/1/41, Continuously Callable @100
   

2,000

     

2,219

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Sacramento Area Flood Control Agency Special Assessment, 5.00%, 10/1/44,
Continuously Callable @100
 

$

2,000

   

$

2,124

   
Sacramento City Unified School District, GO (INS — Build America Mutual
Assurance Co.), Series S, 5.00%, 7/1/38, Continuously Callable @100
   

1,020

     

1,056

   
San Bruno Park Elementary School District, GO, Series A, 5.00%, 8/1/48,
Continuously Callable @100
   

3,000

     

3,271

   
San Diego County Regional Airport Authority Revenue
Series A, 4.00%, 7/1/38, Continuously Callable @100
   

2,000

     

2,128

   

Series A, 5.00%, 7/1/47, Continuously Callable @100

   

1,500

     

1,632

   

Series A, 5.00%, 7/1/49, Continuously Callable @100

   

2,000

     

2,231

   
San Diego Public Facilities Financing Authority Revenue
Series A, 5.00%, 10/15/44, Continuously Callable @100
   

2,500

     

2,691

   

Series A, 4.00%, 10/15/50, Continuously Callable @100

   

3,000

     

3,183

   
San Francisco City & County Airport Comm-San Francisco International Airport
Revenue, Series B, 4.00%, 5/1/52, Continuously Callable @100
   

3,100

     

3,222

   
San Jose Financing Authority Revenue, Series A, 5.00%, 6/1/39, Pre-refunded
6/1/23 @ 100
   

10,000

     

10,377

   
San Leandro Unified School District, GO (INS — Build America Mutual Assurance Co.),
Series B, 5.00%, 8/1/43, Continuously Callable @100
   

2,750

     

3,091

   
San Luis & Delta Mendota Water Authority Revenue (INS — Build America Mutual
Assurance Co.), Series A, 5.00%, 3/1/38, Pre-refunded 3/1/23 @ 100
   

1,500

     

1,547

   
San Ramon Redevelopment Agency Successor Agency Tax Allocation (INS —
Build America Mutual Assurance Co.), Series A, 5.00%, 2/1/38, Continuously
Callable @100
   

5,000

     

5,395

   
Santa Clarita Community College District, GO, 4.00%, 8/1/46, Continuously
Callable @100
   

5,250

     

5,461

   
Santa Cruz County Redevelopment Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 9/1/35, Continuously Callable @100
   

6,000

     

6,503

   
Santa Rosa High School District, GO (INS — Assured Guaranty Municipal Corp.),
Series C, 5.00%, 8/1/43, Continuously Callable @100
   

1,000

     

1,093

   
State of California, GO
5.00%, 2/1/43, Continuously Callable @100
   

3,000

     

3,067

   

4.00%, 10/1/44, Continuously Callable @100

   

1,000

     

1,064

   

5.00%, 9/1/45, Continuously Callable @100

   

2,500

     

2,752

   

5.00%, 8/1/46, Continuously Callable @100

   

9,500

     

10,435

   

5.00%, 11/1/47, Continuously Callable @100

   

7,000

     

7,848

   
Stockton Public Financing Authority Revenue
4.00%, 3/1/40, Continuously Callable @100
   

920

     

939

   

5.00%, 3/1/47, Continuously Callable @100

   

2,760

     

3,021

   
Tahoe-Truckee Unified School District Certificate of Participation (INS — Build
America Mutual Assurance Co.), 4.00%, 6/1/43, Continuously Callable @100
   

1,000

     

1,032

   
Temecula Valley Unified School District Financing Authority Special Tax (INS —
Build America Mutual Assurance Co.), 5.00%, 9/1/40, Continuously
Callable @100
   

1,575

     

1,703

   
Temecula Valley Unified School District, GO (INS — Assured Guaranty Municipal Corp.),
Series B, 4.00%, 8/1/45, Continuously Callable @100
   

7,500

     

7,748

   
Tobacco Securitization Authority of Southern California Revenue
5.00%, 6/1/48, Continuously Callable @100
   

980

     

1,082

   

5.00%, 6/1/48, Continuously Callable @100

   

1,000

     

1,112

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Transbay Joint Powers Authority Tax Allocation
Series A, 5.00%, 10/1/49, Continuously Callable @100
 

$

800

   

$

920

   

Series B, 2.40%, 10/1/49, Continuously Callable @100

   

820

     

821

   
Tulare Local Health Care District, GO (INS — Build America Mutual Assurance Co.),
4.00%, 8/1/39, Continuously Callable @100
   

1,900

     

2,037

   
Vacaville Unified School District, GO, Series D, 4.00%, 8/1/45, Continuously
Callable @100
   

1,850

     

1,945

   
Val Verde Unified School District Certificate of Participation (INS — Build America
Mutual Assurance Co.)
Series A, 5.00%, 8/1/34, Continuously Callable @100
   

1,105

     

1,195

   

Series A, 5.00%, 8/1/35, Continuously Callable @100

   

1,530

     

1,651

   
Val Verde Unified School District, GO (INS — Assured Guaranty Municipal Corp.),
Series C, 4.00%, 8/1/45, Continuously Callable @100
   

4,475

     

4,658

   
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
   

4,000

     

4,384

   
Victor Valley Union High School District, GO (INS — Assured Guaranty Municipal Corp.),
Series B, 4.00%, 8/1/37, Continuously Callable @100
   

5,000

     

5,221

   
Washington Township Health Care District Revenue
Series A, 4.00%, 7/1/35, Continuously Callable @100
   

600

     

631

   

Series A, 5.00%, 7/1/42, Continuously Callable @100

   

1,000

     

1,076

   
Western Placer Unified School District Certificate of Participation (INS — Assured
Guaranty Municipal Corp.), 4.00%, 8/1/41, Continuously Callable @100
   

6,000

     

6,195

   
     

585,429

   

Guam (2.6%):

 
Guam Government Waterworks Authority Revenue
5.50%, 7/1/43, Pre-refunded 7/1/23 @ 100
   

4,000

     

4,182

   

5.00%, 1/1/46, Continuously Callable @100

   

7,000

     

7,506

   
Guam Power Authority Revenue
Series A, 5.00%, 10/1/34, Continuously Callable @100
   

1,000

     

1,011

   

Series A, 5.00%, 10/1/40, Continuously Callable @100

   

2,800

     

3,059

   
     

15,758

   

Virgin Islands (0.6%):

 
Virgin Islands Public Finance Authority Revenue
5.00%, 9/1/33, Continuously Callable @100 (e)
   

3,000

     

3,136

   

Series A, 4.00%, 10/1/22

   

425

     

423

   
     

3,559

   

Total Municipal Bonds (Cost $596,468)

   

604,746

   

Total Investments (Cost $596,468) — 99.4%

   

604,746

   

Other assets in excess of liabilities — 0.6%

   

3,418

   

NET ASSETS — 100.00%

 

$

608,164

   

(a)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2022.

(b)  Put Bond.

(c)  Stepped-coupon security converts to coupon form on 8/1/23 with a rate of 4.30%.

(d)  Stepped-coupon security converts to coupon form on 8/1/23 with a rate of 4.35%.

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(e)  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 March 31, 2022, the fair value of these securities was $34,397 thousands and amounted to 5.7% of net assets.

(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)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(h)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(i)  Zero-coupon bond.

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

MUNIPSA — Municipal Swap Index

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.

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA California
Bond Fund
 

Assets:

 

Investments, at value (Cost $596,468)

 

$

604,746

   

Cash

   

197

   

Receivables:

 

Interest

   

6,439

   

Capital shares issued

   

3

   

From Adviser

   

(a)

 

Prepaid expenses

   

4

   

Total Assets

   

611,389

   

Liabilities:

 

Payables:

 

Distributions

   

188

   

Investments purchased

   

1,560

   

Capital shares redeemed

   

1,120

   

Accrued expenses and other payables:

 

Investment advisory fees

   

194

   

Administration fees

   

79

   

Custodian fees

   

7

   

Transfer agent fees

   

11

   

Compliance fees

   

(a)

 

Trustees' fees

   

1

   
12b-1 fees    

(a)

 

Other accrued expenses

   

65

   

Total Liabilities

   

3,225

   

Net Assets:

 

Capital

   

604,830

   

Total accumulated earnings/(loss)

   

3,334

   

Net Assets

 

$

608,164

   

Net Assets

 

Fund Shares

 

$

606,474

   

Institutional Shares

   

592

   

Class A

   

1,098

   

Total

 

$

608,164

   

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

 

Fund Shares

   

56,104

   

Institutional Shares

   

55

   

Class A

   

102

   

Total

   

56,261

   

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

 

Fund Shares

 

$

10.81

   

Institutional Shares

   

10.81

   

Class A

   

10.80

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

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

$

11.05

   

(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.

 


16


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA California
Bond Fund
 

Investment Income:

 

Interest

 

$

19,388

   

Total Income

   

19,388

   

Expenses:

 

Investment advisory fees

   

2,287

   

Administration fees — Fund Shares

   

986

   

Administration fees — Institutional Shares

   

1

   

Administration fees — Class A

   

3

   

Sub-Administration fees

   

23

   
12b-1 fees — Class A    

4

   

Custodian fees

   

25

   

Transfer agent fees — Fund Shares

   

127

   

Transfer agent fees — Institutional Shares

   

1

   

Transfer agent fees — Class A

   

2

   

Trustees' fees

   

49

   

Compliance fees

   

4

   

Legal and audit fees

   

51

   

State registration and filing fees

   

1

   

Other expenses

   

93

   

Total Expenses

   

3,657

   

Expenses waived/reimbursed by Adviser

   

(2

)

 

Net Expenses

   

3,655

   

Net Investment Income (Loss)

   

15,733

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(469

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(37,878

)

 

Net realized/unrealized gains (losses) on investments

   

(38,347

)

 

Change in net assets resulting from operations

 

$

(22,614

)

 

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA California Bond Fund

 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

15,733

   

$

16,045

   

Net realized gains (losses)

   

(469

)

   

(447

)

 

Net change in unrealized appreciation/depreciation

   

(37,878

)

   

19,043

   

Change in net assets resulting from operations

   

(22,614

)

   

34,641

   

Distributions to Shareholders:

 

Fund Shares

   

(15,686

)

   

(15,912

)

 

Institutional Shares

   

(16

)

   

(13

)(a)

 

Class A

   

(36

)

   

(142

)

 

Change in net assets resulting from distributions to shareholders

   

(15,738

)

   

(16,067

)

 

Change in net assets resulting from capital transactions

   

(17,126

)

   

(39,098

)

 

Change in net assets

   

(55,478

)

   

(20,524

)

 

Net Assets:

 

Beginning of period

   

663,642

     

684,166

   

End of period

 

$

608,164

   

$

663,642

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(continues on next page)

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA California Bond Fund

 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

32,637

   

$

45,712

   

Distributions reinvested

   

13,547

     

13,309

   

Cost of shares redeemed

   

(57,349

)

   

(99,256

)

 

Total Fund Shares

 

$

(11,165

)

 

$

(40,235

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

58

   

$

1,751

(a)

 

Distributions reinvested

   

15

     

11

(a)

 

Cost of shares redeemed

   

(358

)

   

(847

)(a)

 

Total Institutional Shares

 

$

(285

)

 

$

915

   

Class A

 

Proceeds from shares issued

 

$

25

   

$

6,931

   

Distributions reinvested

   

28

     

17

   

Cost of shares redeemed

   

(5,729

)

   

(6,726

)

 

Total Class A

 

$

(5,676

)

 

$

222

   

Change in net assets resulting from capital transactions

 

$

(17,126

)

 

$

(39,098

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

2,826

     

3,996

   

Reinvested

   

1,180

     

1,164

   

Redeemed

   

(5,011

)

   

(8,723

)

 

Total Fund Shares

   

(1,005

)

   

(3,563

)

 

Institutional Shares

 

Issued

   

5

     

152

(a)

 

Reinvested

   

1

     

1

(a)

 

Redeemed

   

(30

)

   

(74

)(a)

 

Total Institutional Shares

   

(24

)

   

79

   

Class A

 

Issued

   

2

     

610

   

Reinvested

   

2

     

2

   

Redeemed

   

(493

)

   

(593

)

 

Total Class A

   

(489

)

   

19

   

Change in Shares

   

(1,518

)

   

(3,465

)

 

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

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)
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA California Bond Fund

     

Fund Shares

     
Year Ended March 31:
2022
 

$

11.49

     

0.27

(d)

   

(0.68

)

   

(0.41

)

   

(0.27

)

   

(0.27

)

 

2021

 

$

11.17

     

0.27

(d)

   

0.32

     

0.59

     

(0.27

)

   

(0.27

)

 

2020

 

$

11.07

     

0.30

(d)

   

0.10

     

0.40

     

(0.30

)

   

(0.30

)

 

2019

 

$

10.92

     

0.34

     

0.15

     

0.49

     

(0.34

)

   

(0.34

)

 

2018

 

$

10.92

     

0.37

     

(e)

   

0.37

     

(0.37

)

   

(0.37

)

 

Institutional Shares

     
Year Ended
March 31, 2022
 

$

11.48

     

0.28

(d)

   

(0.67

)

   

(0.39

)

   

(0.28

)

   

(0.28

)

 
June 29, 2020 (f)
through
March 31, 2021
 

$

11.35

     

0.21

(d)

   

0.13

     

0.34

     

(0.21

)

   

(0.21

)

 

Class A

     
Year Ended March 31:
2022
 

$

11.47

     

0.25

(d)

   

(0.67

)

   

(0.42

)

   

(0.25

)

   

(0.25

)

 

2021

 

$

11.16

     

0.25

(d)

   

0.31

     

0.56

     

(0.25

)

   

(0.25

)

 

2020

 

$

11.06

     

0.27

(d)

   

0.10

     

0.37

     

(0.27

)

   

(0.27

)

 

2019

 

$

10.91

     

0.32

     

0.15

     

0.47

     

(0.32

)

   

(0.32

)

 

2018

 

$

10.91

     

0.34

     

(e)

   

0.34

     

(0.34

)

   

(0.34

)

 

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

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, for Fund Shares and Class A, and June 29, 2020, for Institutional Shares, 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.

†  Does not include acquired fund fees and expenses, if any.

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

(b)  Annualized for periods less than one year.

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

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

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

(f)  Commencement of operations.

See notes to financial statements.

 


20


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

 

     

Ratios to Average Net Assets

 

Supplemental Data

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

USAA California Bond Fund

 

Fund Shares

 
Year Ended March 31:
2022
 

$

10.81

     

(3.64

)%

   

0.55

%

   

2.39

%

   

0.55

%

 

$

606,474

     

11

%

 

2021

 

$

11.49

     

5.36

%

   

0.56

%

   

2.40

%

   

0.56

%

 

$

655,948

     

32

%

 

2020

 

$

11.17

     

3.62

%

   

0.53

%

   

2.66

%

   

0.53

%

 

$

677,785

     

33

%

 

2019

 

$

11.07

     

4.61

%

   

0.52

%

   

3.15

%

   

0.52

%

 

$

691,391

     

18

%

 

2018

 

$

10.92

     

3.37

%

   

0.51

%

   

3.32

%

   

0.51

%

 

$

674,498

     

6

%

 

Institutional Shares

 
Year Ended
March 31, 2022
 

$

10.81

     

(3.50

)%

   

0.51

%

   

2.43

%

   

0.58

%

 

$

592

     

11

%

 
June 29, 2020 (f)
through
March 31, 2021
 

$

11.48

     

3.01

%

   

0.50

%

   

2.44

%

   

0.94

%

 

$

911

     

32

%

 

Class A

 
Year Ended March 31:
2022
 

$

10.80

     

(3.78

)%

   

0.79

%

   

2.15

%

   

0.85

%

 

$

1,098

     

11

%

 

2021

 

$

11.47

     

5.01

%

   

0.81

%

   

2.15

%

   

0.88

%

 

$

6,783

     

32

%

 

2020

 

$

11.16

     

3.36

%

   

0.78

%

   

2.41

%

   

0.78

%

 

$

6,381

     

33

%

 

2019

 

$

11.06

     

4.37

%

   

0.76

%

   

2.92

%

   

0.76

%

 

$

7,005

     

18

%

 

2018

 

$

10.91

     

3.12

%

   

0.75

%

   

3.08

%

   

0.75

%

 

$

6,985

     

6

%

 

See notes to financial statements.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 California Bond 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

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

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

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

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

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

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

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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

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

A summary of the valuations as of March 31, 2022, 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

 

Municipal Bonds

 

$

   

$

604,746

   

$

   

$

604,746

   

Total

 

$

   

$

604,746

   

$

   

$

604,746

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

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.

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.

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Federal Income Taxes:

The Fund intends 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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2022, 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)
 
$

23,800

   

$

50,000

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

73,560

   

$

80,018

   
 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended March 31, 2022, 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 the respective class' performance to that of the Lipper California Municipal Debt Funds Index. The Lipper California Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper California Municipal Debt Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the 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 California Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period April 1, 2021, to March 31, 2022, performance adjustments were $157, less than $1, and less than $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.02%, 0.01%, and (0.01)% 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.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also 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, of the Institutional Shares and of the Class A, respectively. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 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 March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended March 31, 2022, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 0.54%, 0.50%, and 0.80% 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2024
  Expires
2025
 

Total

 
$

7

   

$

2

   

$

9

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

State-Specific Risk — Because the Fund invests primarily in California tax-exempt securities, the Fund is more susceptible to adverse economic, political, and regulatory changes affecting tax-exempt securities issuers in California, such as changes to state laws and policies, economic issues that affect critical industries, large employers, or weakened real estate prices, and existing debt levels and state budget priorities. In addition, the economic affects regarding COVID-19 may exacerbate some or all of these risks. The Fund's performance will be affected by the fiscal and economic health of California and its municipalities and their ability to issue and repay debt. The Fund is more vulnerable to unfavorable developments in California than are funds that invest in municipal securities of multiple states.

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Fund's assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Fund and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Fund and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. 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 year ended March 31, 2022, 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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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,

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

The Fund did not utilize or participate in the Facility during the year ended March 31, 2022.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 
Distributions
Paid From
 
  Distributions
Paid From
 
 

Tax-Exempt
Income
 
Total
Distributions
Paid
 

Tax-Exempt
Income
  Total
Distributions
Paid
 
$

15,738

   

$

15,738

   

$

16,067

   

$

16,067

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital
and Other
Losses
  Unrealized
Appreciation
(Depreciation)
  Total
Accumulated
Earnings
(Loss)
 
$

1,318

   

$

(1,360

)

 

$

(42

)

 

$

(4,902

)

 

$

8,278

   

$

3,334

   

As of March 31, 2022, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term
Amount
  Long-Term
Amount
 

Total

 
$

874

   

$

4,028

   

$

4,902

   
 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

596,468

   

$

16,598

   

$

(8,320

)

 

$

8,278

   
 


31


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA California Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA California Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


32


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

                 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


34


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


35


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

                 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is

available, without charge, by calling 800-539-3863.

 


36


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

             
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


37


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses Paid
During Period
10/1/21-
3/31/22*
  Hypothetical
Expenses Paid
During Period
10/1/21-
3/31/22*
  Annualized
Expense Ratio
During Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

946.50

   

$

1,022.14

   

$

2.72

   

$

2.82

     

0.56

%

 

Institutional Shares

   

1,000.00

     

947.60

     

1,022.39

     

2.48

     

2.57

     

0.51

%

 

Class A

   

1,000.00

     

946.20

     

1,020.94

     

3.88

     

4.03

     

0.80

%

 

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

 


38


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

 

  Tax
Exempt
Distributions
 
   

$

15,738

   
 


39


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA California Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


40


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-year period ended September 30, 2021, and was above the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended September 30, 2021.

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

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

 


41


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


42


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


43


 

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

 

www.vcm.com

  (800) 235-8396  

40860-0522


 

March 31, 2022

Annual Report

USAA New York Bond Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    14    

Statement of Operations

    15    

Statements of Changes in Net Assets

    16    

Financial Highlights

    18    

Notes to Financial Statements

   

20

   
Report of Independent
Registered Public Accounting Firm
   

29

   

Supplemental Information (Unaudited)

   

30

   

Trustee and Officer Information

    30    

Proxy Voting and Portfolio Holdings Information

    35    

Expense Examples

    35    

Additional Federal Income Tax Information

    36    

Advisory Contract Renewal

    37    

Liquidity Risk Management Program

    40    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA New York Bond Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds, as measured by the Bloomberg Municipal Bond Index, generated negative returns during the 12-month reporting period ended March 31, 2022, due largely to rising municipal bond yields in the last quarter of the fiscal year. (Bond prices and yields move in opposite directions.)

The reporting period began with the municipal market fighting the headwinds of potentially higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers. During the first three quarters of the fiscal year, the Bloomberg Municipal Bond Index returned 1.87%.

The municipal market turned meaningfully negative in the first quarter of 2022. The Bloomberg Municipal Bond Index returned -6.23% for the quarter. The negative returns were driven by a material increase in Treasury and AAA Municipal Bond yields. These rates rose significantly in response to the U.S. Federal Reserve's initiation of monetary tightening. Negative returns were also driven by significant outflows of assets from municipal bond mutual funds.

At the end of the reporting period, the yield on the Bloomberg Municipal Bond Index was 2.60%, which was notably higher than at the start of the fiscal year (1.18% on March 31, 2021). While the increase in rates detracted from performance during this fiscal year, we believe the higher rates should drive higher returns over the long-term.

•  How did the USAA New York Bond Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended March 31, 2022, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of -3.40%, -3.39%, and -3.56%, respectively, versus an average return of -4.09% for the funds in the Lipper New York Municipal Debt Funds category. This compares to returns of -3.93% for the Lipper New York Municipal Debt Funds Index and -4.47% for the Bloomberg Municipal Bond Index.

•  What are the conditions in the state of New York?

New York State benefits from a sizable and diverse economic base that is anchored by New York City, a world center for trade and culture. A population of nearly twenty million with per capita income above the national norm provides additional strength. Employment, which is still below the pre-pandemic level, is steadily increasing while overall economic growth remains positive, albeit trailing the nation.

The state's financial performance continues to be favorably driven by solid tax collections and sizable federal aid related to the pandemic. Budgetary reserves are also sound providing an additional degree of flexibility. Fiscal management has historically been prudent due to an institutionalized budget process, including a multi-year financial plan

 


4


 

USAA Mutual Funds Trust

USAA New York Bond Fund (continued)

Manager's Commentary (continued)

and quarterly adjustments. Outstanding debt and pension liabilities are manageable relative to the state's economic resources. Potential contingent liabilities are noted as vital agencies, such as the Metropolitan Transportation Authority, may require a degree of assistance due to pandemic generated operating stress.

General obligation bonds issued by the state of New York carry strong ratings of Aa1 (stable outlook) by Moody's, AA+ (stable outlook) by Standard & Poor's, and AA+ (stable outlook) by Fitch.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

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

 


5


 

USAA Mutual Funds Trust

USAA New York Bond Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

 

Class A

         

INCEPTION DATE

 

10/10/90

 

6/29/20

 

8/1/10

         
   

Net Asset
Value

 

Net Asset
Value

 

Net Asset
Value

 

Maximum
Offering
Price

 

Bloomberg
Municipal
Bond Index1

 

Lipper
New York
Municipal
Debt Funds
Index2

 

One Year

   

–3.40

%

   

–3.39

%

   

–3.56

%

   

–5.75

%

   

–4.47

%

   

–3.93

%

 

Five Year

   

2.28

%

   

NA

     

2.05

%

   

1.60

%

   

2.52

%

   

2.44

%

 

Ten Year

   

2.70

%

   

NA

     

2.45

%

   

2.22

%

   

2.88

%

   

2.79

%

 

Since Inception

   

NA

     

0.02

%

   

NA

     

NA

     

NA

     

NA

   

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

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

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

USAA New York Bond Fund — Growth of $10,000

1The Bloomberg Municipal Bond Index is generally considered to be representative of the municipal bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The unmanaged Lipper New York Municipal Debt Funds Index measures the Fund's performance to that of the Lipper New York Municipal Debt Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA New York Bond Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide New York investors with a high level of current interest income that is exempt from federal income tax and New York State and New York City personal income taxes.

Top 10 Industries:

March 31, 2022

(% of Net Assets)

General

   

19.3

%

 

Medical

   

15.8

%

 

Higher Education

   

14.0

%

 

Education

   

8.5

%

 

General Obligation

   

7.4

%

 

Development

   

6.9

%

 

Transportation

   

6.3

%

 

Nursing Homes

   

4.0

%

 

Multifamily Housing

   

3.5

%

 

Tobacco Settlement

   

2.3

%

 

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

 


7


 
USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Shares or
Principal
Amount
 

Value

 

Other Equity Interests (0.1%)

 

Utilities (0.1%):

 

CMS Liquidating Trust (a) (b) (c)

   

200

   

$

255

   

Total Other Equity Interests (Cost $499)

   

255

   

Municipal Bonds (99.0%)

 

New York (94.1%):

 

Albany Capital Resource Corp. Revenue

 

5.00%, 6/1/49, Continuously Callable @100

 

$

1,500

     

1,586

   

4.00%, 11/1/51, Continuously Callable @100

   

1,250

     

1,311

   
Albany County Airport Authority Revenue, Series A, 5.00%, 12/15/48,
Continuously Callable @100
   

1,000

     

1,112

   
Allegany County Capital Resource Corp. Revenue, Series A, 5.00%, 12/1/52,
Continuously Callable @100
   

1,000

     

1,049

   

Brookhaven Local Development Corp. Revenue

 

5.25%, 11/1/36, Continuously Callable @100

   

1,500

     

1,677

   

4.00%, 10/1/45, Continuously Callable @100

   

1,000

     

980

   

Series B, 4.00%, 11/1/55, Continuously Callable @102

   

1,000

     

1,046

   
Broome County Local Development Corp. Revenue, 4.00%, 1/1/47, Continuously
Callable @103
   

500

     

498

   

Buffalo & Erie County Industrial Land Development Corp. Revenue

 

5.00%, 6/1/35, Continuously Callable @103

   

1,000

     

1,067

   

5.00%, 7/1/40, Continuously Callable @100

   

2,000

     

2,033

   

5.00%, 8/1/52, Continuously Callable @100

   

1,000

     

1,032

   

Build NYC Resource Corp. Revenue

 

5.00%, 6/1/40, Continuously Callable @100

   

700

     

752

   

5.00%, 8/1/40, Pre-refunded 8/1/25 @ 100

   

1,000

     

1,094

   

5.00%, 7/1/41, Continuously Callable @100

   

500

     

546

   

5.00%, 8/1/42, Pre-refunded 8/1/22 @ 100

   

1,500

     

1,520

   

4.00%, 8/1/42, Continuously Callable @100

   

1,000

     

1,048

   

5.50%, 4/1/43, Continuously Callable @100

   

1,000

     

1,023

   

5.00%, 7/1/45, Continuously Callable @100

   

2,000

     

2,151

   

5.00%, 11/1/47

   

2,000

     

2,537

   

5.00%, 6/1/48, Continuously Callable @102

   

2,000

     

2,105

   

4.00%, 7/1/49, Continuously Callable @100

   

500

     

517

   

Bushnell's Basin Fire Association, Inc. Revenue, 3.00%, 11/1/30

   

2,445

     

2,339

   

City of Elmira, GO, 5.00%, 7/1/35, Continuously Callable @100

   

1,575

     

1,808

   

City of New York, GO

 

Series D-1, 4.00%, 12/1/43, Continuously Callable @100

   

4,000

     

4,184

   

Series F-5, 0.43%, 6/1/44, Continuously Callable @100 (d)

   

1,700

     

1,700

   

City of Newburgh, GO

 

Series A, 5.00%, 6/15/23, Continuously Callable @100

   

825

     

831

   

Series A, 5.00%, 6/15/24, Continuously Callable @100

   

870

     

877

   

City of Poughkeepsie, GO

 

2.50%, 4/29/22

   

800

     

801

   

4.00%, 4/15/27

   

235

     

248

   

4.00%, 4/15/28

   

125

     

133

   

4.00%, 4/15/29

   

125

     

133

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 4/15/30

 

$

135

   

$

144

   

5.00%, 6/1/31, Continuously Callable @100

   

600

     

644

   
City of Yonkers, GO (INS — Assured Guaranty Municipal Corp.), Series A,
3.00%, 7/1/25, Continuously Callable @100
   

665

     

674

   

County of Nassau, GO, Series A, 5.00%, 1/1/38, Continuously Callable @100

   

1,000

     

1,091

   
County of Nassau, GO (INS — Assured Guaranty Municipal Corp.), Series C,
5.00%, 4/1/38, Continuously Callable @100
   

1,000

     

1,027

   

Dutchess County Local Development Corp. Revenue

 

5.00%, 7/1/46, Continuously Callable @100

   

600

     

640

   

Series A, 5.00%, 7/1/44, Pre-refunded 7/1/24 @ 100

   

1,000

     

1,068

   

Series A, 5.00%, 7/1/45, Continuously Callable @100

   

2,000

     

2,153

   

Series B, 4.00%, 7/1/41, Continuously Callable @100

   

2,000

     

2,080

   

Series B, 4.00%, 7/1/49, Continuously Callable @100

   

1,750

     

1,756

   

Hempstead Town Local Development Corp. Revenue

 

5.00%, 7/1/47, Continuously Callable @100

   

600

     

660

   

5.00%, 7/1/48, Continuously Callable @100

   

300

     

330

   
Hudson Yards Infrastructure Corp. Revenue, Series A, 4.00%, 2/15/44,
Continuously Callable @100
   

2,000

     

2,107

   
Jefferson County Civic Facility Development Corp. Revenue, 4.00%, 11/1/47,
Continuously Callable @100
   

1,000

     

1,001

   

Long Island Power Authority Revenue

 

Series A, 5.00%, 9/1/44, Continuously Callable @100

   

2,000

     

2,111

   

Series B, 5.00%, 9/1/41, Continuously Callable @100

   

1,000

     

1,098

   

Metropolitan Transportation Authority Revenue

 

Series A-1, 5.25%, 11/15/56, Continuously Callable @100

   

1,000

     

1,065

   

Series B, 4.00%, 11/15/50, Continuously Callable @100

   

1,000

     

1,014

   

Series D-1, 5.00%, 11/15/34, Continuously Callable @100

   

3,000

     

3,195

   

Series D-2, 0.96% (MUNIPSA+45bps), 11/15/44, (Put date 11/15/22) (e) (h)

   

2,000

     

1,996

   

Series D-3, 4.00%, 11/15/49, Continuously Callable @100

   

2,000

     

2,040

   

Monroe County Industrial Development Corp. Revenue

 

4.00%, 7/1/43, Continuously Callable @100

   

1,000

     

1,057

   

5.00%, 12/1/46, Continuously Callable @100

   

1,000

     

1,069

   

4.00%, 12/1/46, Continuously Callable @100

   

2,000

     

2,054

   

4.00%, 10/1/47, Continuously Callable @100

   

1,000

     

1,031

   

5.00%, 6/1/59, Continuously Callable @100 (f)

   

1,000

     

1,057

   

Series A, 5.00%, 12/1/37, Continuously Callable @100

   

1,000

     

1,017

   

Series A, 5.00%, 12/1/42, Continuously Callable @100

   

2,000

     

2,033

   
Monroe County Industrial Development Corp. Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 1/15/38, Continuously Callable @100
   

500

     

526

   
Nassau County Local Economic Assistance Corp. Revenue, 5.00%, 7/1/37,
Pre-refunded 7/1/22 @ 100
   

1,000

     

1,010

   
New York City Housing Development Corp. Revenue, Series K, 4.20%, 11/1/58,
Continuously Callable @100
   

2,990

     

3,014

   
New York City Industrial Development Agency Revenue, 4.00%, 3/1/45,
Continuously Callable @100
   

1,005

     

1,047

   
New York City Industrial Development Agency Revenue (INS — Assured
Guaranty Municipal Corp.), 2.25%, 10/1/29
   

1,225

     

1,174

   

New York City Transitional Finance Authority Building Aid Revenue

 

Series S, 5.00%, 7/15/43, Continuously Callable @100

   

1,250

     

1,324

   

Series S, 4.00%, 7/15/45, Continuously Callable @100

   

2,000

     

2,084

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

New York City Transitional Finance Authority Future Tax Secured Revenue

 

4.00%, 8/1/41, Continuously Callable @100

 

$

1,000

   

$

1,036

   

4.00%, 11/1/42, Continuously Callable @100

   

2,000

     

2,107

   

Series B, 4.00%, 8/1/41, Continuously Callable @100

   

1,000

     

1,025

   

Series B-1, 4.00%, 11/1/45, Continuously Callable @100

   

2,000

     

2,095

   

New York City Trust for Cultural Resources Revenue

 

5.00%, 8/1/43, Pre-refunded 8/1/23 @ 100

   

1,000

     

1,043

   

4.00%, 7/1/46, Continuously Callable @100

   

1,000

     

1,019

   

Series A, 4.00%, 12/1/35, Continuously Callable @100

   

1,000

     

1,086

   

New York Convention Center Development Corp. Revenue

 

5.00%, 11/15/45, Continuously Callable @100

   

500

     

538

   

Series S, 11/15/37 (g)

   

1,000

     

507

   
New York Convention Center Development Corp. Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 4.47%, 11/15/48
   

2,000

     

616

   
New York Counties Tobacco Trust VI Revenue, 5.00%, 6/1/45, Continuously
Callable @100
   

500

     

534

   

New York Liberty Development Corp. Revenue

 

5.25%, 10/1/35

   

2,500

     

3,048

   

5.50%, 10/1/37

   

560

     

708

   

5.00%, 11/15/44, Continuously Callable @100 (f)

   

1,000

     

1,053

   

2.80%, 9/15/69, Continuously Callable @100

   

1,500

     

1,414

   

Series A, 2.20%, 11/15/33, Continuously Callable @100

   

1,000

     

887

   

New York State Dormitory Authority Revenue

 

5.00%, 7/1/34, Continuously Callable @100

   

500

     

532

   

5.00%, 12/1/37, Continuously Callable @100 (f)

   

1,300

     

1,449

   

4.00%, 8/1/38, Continuously Callable @100

   

2,000

     

2,025

   

6.00%, 7/1/40, Continuously Callable @100 (c) (f)

   

3,000

     

2,767

   

5.00%, 7/1/42, Continuously Callable @100

   

250

     

252

   

5.00%, 5/1/43, Continuously Callable @100

   

1,000

     

1,068

   

5.75%, 7/1/43, Continuously Callable @100

   

1,000

     

1,041

   

3.50%, 7/1/44, Continuously Callable @100

   

1,000

     

997

   

4.00%, 7/1/45, Continuously Callable @100

   

2,000

     

1,752

   

5.00%, 7/1/51, Continuously Callable @100

   

725

     

789

   

Series A, 5.00%, 5/1/38, Continuously Callable @100

   

500

     

511

   

Series A, 4.00%, 7/1/41, Continuously Callable @100

   

1,000

     

1,044

   

Series A, 4.00%, 7/1/43, Continuously Callable @100

   

2,000

     

2,034

   

Series A, 5.00%, 7/1/44, Continuously Callable @100

   

1,500

     

1,544

   

Series A, 4.00%, 7/1/45, Continuously Callable @100

   

2,250

     

2,381

   

Series A, 4.00%, 3/15/48, Continuously Callable @100

   

3,000

     

3,098

   

Series A, 5.00%, 7/1/48, Continuously Callable @100

   

1,000

     

1,136

   

Series A, 4.00%, 3/15/49, Continuously Callable @100

   

750

     

787

   

Series A, 4.00%, 3/15/49, Continuously Callable @100

   

1,500

     

1,560

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

500

     

485

   

Series A, 4.00%, 7/1/53, Continuously Callable @100

   

500

     

518

   

Series A-1, 4.00%, 7/1/45, Continuously Callable @100

   

3,000

     

3,029

   

Series C, 4.00%, 7/1/47, Continuously Callable @100

   

1,000

     

1,048

   

Series D, 5.00%, 5/1/39, Continuously Callable @100

   

500

     

501

   

Series D, 4.00%, 2/15/47, Continuously Callable @100

   

4,000

     

4,151

   

New York State Dormitory Authority Revenue (INS — AMBAC Assurance Corp.)

 

Series 1, 5.50%, 7/1/40

   

2,000

     

2,630

   

Series A, 5.50%, 5/15/30

   

3,275

     

3,994

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
New York State Dormitory Authority Revenue (NBGA — State of New York
Mortgage Agency), 5.00%, 6/1/33, Continuously Callable @100
 

$

1,990

   

$

1,995

   
New York State Environmental Facilities Corp. Revenue, 4.00%, 8/15/46,
Continuously Callable @100
   

1,000

     

1,043

   
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-DBE-8073, 0.91%, 8/1/50, Continuously Callable @100 (d) (f)
   

3,746

     

3,746

   

New York State Thruway Authority Revenue

 

Series A, 4.00%, 1/1/56, Continuously Callable @100

   

1,000

     

1,017

   

Series B, 4.00%, 1/1/53, Continuously Callable @100

   

1,000

     

1,033

   
New York State Urban Development Corp. Revenue, 5.00%, 3/15/42,
Continuously Callable @100
   

3,000

     

3,342

   
Niagara Tobacco Asset Securitization Corp. Revenue, 5.25%, 5/15/40,
Continuously Callable @100
   

750

     

791

   

Oneida County Local Development Corp. Revenue

 

4.00%, 7/1/39, Continuously Callable @100

   

750

     

765

   

4.00%, 12/1/51, Continuously Callable @100

   

500

     

527

   

Onondaga Civic Development Corp. Revenue

 

5.00%, 10/1/40, Continuously Callable @100

   

1,000

     

1,004

   

4.00%, 7/1/41, Continuously Callable @100

   

300

     

319

   

5.00%, 7/1/42, Continuously Callable @100

   

1,000

     

1,010

   

5.00%, 1/1/43, Continuously Callable @100

   

740

     

819

   
Onondaga County Trust for Cultural Resources Revenue, 5.00%, 5/1/40,
Continuously Callable @100
   

800

     

857

   
Southold Local Development Corp. Revenue, 5.00%, 12/1/45, Continuously
Callable @100
   

1,000

     

1,028

   

St. Lawrence County Industrial Development Agency Revenue

 

4.00%, 7/1/43, Continuously Callable @100

   

500

     

515

   

5.00%, 9/1/47, Continuously Callable @100

   

1,770

     

1,890

   
State of New York Mortgage Agency Revenue, Series 211, 3.80%, 10/1/48,
Continuously Callable @100
   

1,530

     

1,543

   
Suffolk County Economic Development Corp. Revenue, Series C, 5.00%, 7/1/33,
Continuously Callable @100
   

250

     

265

   
Suffolk Tobacco Asset Securitization Corp. Revenue, Series B, 5.00%, 6/1/32,
Pre-refunded 6/1/22 @ 100
   

1,450

     

1,460

   
Tompkins County Development Corp. Revenue, 5.00%, 7/1/44, Continuously
Callable @100
   

1,375

     

1,430

   

Triborough Bridge & Tunnel Authority Revenue, Series B, 11/15/32 (g)

   

1,000

     

731

   

TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41, Continuously Callable @100

   

1,000

     

1,085

   
Westchester County Healthcare Corp. Revenue, Series B, 6.00%, 11/1/30,
Continuously Callable @100
   

125

     

125

   

Westchester County Local Development Corp. Revenue

 

5.00%, 1/1/34, Continuously Callable @100

   

1,500

     

1,523

   

5.00%, 7/1/42, Continuously Callable @104

   

450

     

486

   

5.00%, 11/1/46, Continuously Callable @100

   

1,000

     

1,052

   

5.00%, 6/1/47, Continuously Callable @100

   

1,000

     

1,057

   
Westchester Tobacco Asset Securitization Revenue, Series B, 5.00%, 6/1/41,
Continuously Callable @100
   

500

     

544

   
     

181,970

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Guam (4.2%):

 
Antonio B. Won Pat International Airport Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 5.75%, 10/1/43, Pre-refunded
10/1/23 @ 100
 

$

1,000

   

$

1,057

   

Guam Government Waterworks Authority Revenue

 

5.50%, 7/1/43, Pre-refunded 7/1/23 @ 100

   

1,000

     

1,046

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,000

     

1,051

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

500

     

524

   
Guam Power Authority Revenue, Series A, 5.00%, 10/1/37, Continuously
Callable @100
   

1,165

     

1,275

   

Guam Power Authority Revenue (INS — Assured Guaranty Municipal Corp.)

 

Series A, 5.00%, 10/1/30, Continuously Callable @100

   

1,000

     

1,015

   

Series A, 5.00%, 10/1/39, Continuously Callable @100

   

500

     

532

   

Territory of Guam Revenue

 

Series A, 5.00%, 12/1/46, Continuously Callable @100

   

500

     

544

   

Series D, 5.00%, 11/15/39, Continuously Callable @100

   

1,000

     

1,081

   
     

8,125

   

Puerto Rico (0.7%):

 
Puerto Rico Industrial Tourist Educational Medical & Environmental Control
Facilities Financing Authority Revenue, 5.13%, 4/1/32, Continuously
Callable @100
   

1,390

     

1,393

   

Total Municipal Bonds (Cost $189,992)

   

191,488

   

Total Investments (Cost $190,491) — 99.1%

   

191,743

   

Other assets in excess of liabilities — 0.9%

   

1,713

   

NET ASSETS — 100.00%

 

$

193,456

   

(a)  Non-income producing security.

(b)  This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(c)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At March 31, 2022, illiquid securities were 1.6% of the Fund's net assets.

(d)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(e)  Put Bond.

(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 March 31, 2022, the fair value of these securities was $10,072 thousands and amounted to 5.2% of net assets.

(g)  Zero-coupon bond.

(h)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2022.

AMBAC — American Municipal Bond Assurance Corporation

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

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

MUNIPSA — Municipal Swap Index

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.

See notes to financial statements.

 


13


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA New York
Bond Fund
 

Assets:

 

Investments, at value (Cost $190,491)

 

$

191,743

   

Cash

   

124

   

Receivables:

 

Interest

   

2,297

   

Capital shares issued

   

32

   

From Adviser

   

2

   

Prepaid expenses

   

1

   

Total Assets

   

194,199

   

Liabilities:

 

Payables:

 

Distributions

   

73

   

Capital shares redeemed

   

511

   

Accrued expenses and other payables:

 

Investment advisory fees

   

71

   

Administration fees

   

24

   

Custodian fees

   

2

   

Transfer agent fees

   

7

   

Compliance fees

   

(a)

 

Trustees' fees

   

1

   
12b-1 fees    

(a)

 

Other accrued expenses

   

54

   

Total Liabilities

   

743

   

Net Assets:

 

Capital

   

196,064

   

Total accumulated earnings/(loss)

   

(2,608

)

 

Net Assets

 

$

193,456

   

Net Assets

 

Fund Shares

 

$

170,335

   

Institutional Shares

   

21,414

   

Class A

   

1,707

   

Total

 

$

193,456

   

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

 

Fund Shares

   

14,951

   

Institutional Shares

   

1,881

   

Class A

   

150

   

Total

   

16,982

   

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

 

Fund Shares

 

$

11.39

   

Institutional Shares

 

$

11.38

   

Class A

 

$

11.37

   

Maximum Sales Charge — Class A

   

2.25

%

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

$

11.63

   

(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.

 


14


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA New York
Bond Fund
 

Investment Income:

 

Interest

 

$

7,067

   

Total Income

   

7,067

   

Expenses:

 

Investment advisory fees

   

808

   

Administration fees — Fund Shares

   

307

   

Administration fees — Institutional Shares

   

8

   

Administration fees — Class A

   

3

   

Sub-Administration fees

   

23

   
12b-1 fees — Class A    

5

   

Custodian fees

   

10

   

Transfer agent fees — Fund Shares

   

53

   

Transfer agent fees — Institutional Shares

   

8

   

Transfer agent fees — Class A

   

2

   

Trustees' fees

   

48

   

Compliance fees

   

1

   

Legal and audit fees

   

50

   

State registration and filing fees

   

1

   

Other expenses

   

57

   

Total Expenses

   

1,384

   

Expenses waived/reimbursed by Adviser

   

(5

)

 

Net Expenses

   

1,379

   

Net Investment Income (Loss)

   

5,688

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(316

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(12,062

)

 

Net realized/unrealized gains (losses) on investments

   

(12,378

)

 

Change in net assets resulting from operations

 

$

(6,690

)

 

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA New York Bond Fund

 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

5,688

   

$

6,228

   

Net realized gains (losses)

   

(316

)

   

(460

)

 

Net change in unrealized appreciation/depreciation

   

(12,062

)

   

5,952

   

Change in net assets resulting from operations

   

(6,690

)

   

11,720

   

Distributions to Shareholders:

 

Fund Shares

   

(5,434

)

   

(5,993

)

 

Institutional Shares

   

(228

)

   

(55

)(a)

 

Class A

   

(48

)

   

(172

)

 

Change in net assets resulting from distributions to shareholders

   

(5,710

)

   

(6,220

)

 

Change in net assets resulting from capital transactions

   

(10,562

)

   

(13,646

)

 

Change in net assets

   

(22,962

)

   

(8,146

)

 

Net Assets:

 

Beginning of period

   

216,418

     

224,564

   

End of period

 

$

193,456

   

$

216,418

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(continues on next page)

See notes to financial statements.

 


16


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA New York Bond Fund

 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

12,790

   

$

20,168

   

Distributions reinvested

   

4,576

     

4,938

   

Cost of shares redeemed

   

(43,318

)

   

(41,447

)

 

Total Fund Shares

 

$

(25,952

)

 

$

(16,341

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

20,383

   

$

3,777

(a)

 

Distributions reinvested

   

227

     

55

(a)

 

Cost of shares redeemed

   

(601

)

   

(874

)(a)

 

Total Institutional Shares

 

$

20,009

   

$

2,958

   

Class A

 

Proceeds from shares issued

 

$

543

   

$

6,686

   

Distributions reinvested

   

45

     

46

   

Cost of shares redeemed

   

(5,207

)

   

(6,995

)

 

Total Class A

 

$

(4,619

)

 

$

(263

)

 

Change in net assets resulting from capital transactions

 

$

(10,562

)

 

$

(13,646

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,044

     

1,681

   

Reinvested

   

377

     

412

   

Redeemed

   

(3,573

)

   

(3,474

)

 

Total Fund Shares

   

(2,152

)

   

(1,381

)

 

Institutional Shares

 

Issued

   

1,667

     

312

(a)

 

Reinvested

   

19

     

5

(a)

 

Redeemed

   

(49

)

   

(73

)(a)

 

Total Institutional Shares

   

1,637

     

244

   

Class A

 

Issued

   

44

     

561

   

Reinvested

   

4

     

4

   

Redeemed

   

(426

)

   

(587

)

 

Total Class A

   

(378

)

   

(22

)

 

Change in Shares

   

(893

)

   

(1,159

)

 

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA New York Bond Fund

     

Fund Shares

     

Year Ended March 31:

 

2022

 

$

12.11

     

0.32

(d)

   

(0.72

)

   

(0.40

)

   

(0.32

)

   

(0.32

)

 

2021

 

$

11.80

     

0.34

(d)

   

0.31

     

0.65

     

(0.34

)

   

(0.34

)

 

2020

 

$

11.87

     

0.38

(d)

   

(0.07

)

   

0.31

     

(0.38

)

   

(0.38

)

 

2019

 

$

11.76

     

0.40

     

0.11

     

0.51

     

(0.40

)

   

(0.40

)

 

2018

 

$

11.88

     

0.41

     

(0.12

)

   

0.29

     

(0.41

)

   

(0.41

)

 

Institutional Shares

     

Year Ended March 31,

 

2022

 

$

12.10

     

0.33

(d)

   

(0.72

)

   

(0.39

)

   

(0.33

)

   

(0.33

)

 
June 29, 2020 (e)
through
March 31, 2021
 

$

11.94

     

0.26

(d)

   

0.16

     

0.42

     

(0.26

)

   

(0.26

)

 

Class A

     

Year Ended March 31:

 

2022

 

$

12.08

     

0.30

(d)

   

(0.72

)

   

(0.42

)

   

(0.29

)

   

(0.29

)

 

2021

 

$

11.77

     

0.32

(d)

   

0.31

     

0.63

     

(0.32

)

   

(0.32

)

 

2020

 

$

11.84

     

0.35

(d)

   

(0.07

)

   

0.28

     

(0.35

)

   

(0.35

)

 

2019

 

$

11.73

     

0.37

     

0.11

     

0.48

     

(0.37

)

   

(0.37

)

 

2018

 

$

11.85

     

0.38

     

(0.12

)

   

0.26

     

(0.38

)

   

(0.38

)

 

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

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, for Fund Shares and Class A, and June 29, 2020, for Institutional Shares, 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.

†  Does not include acquired fund fees and expenses, if any.

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

(b)  Annualized for periods less than one year.

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

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

(e)  Commencement of operations.

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

 

     

Ratios to Average Net Assets

 

Supplemental Data

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

USAA New York Bond Fund

 

Fund Shares

 

Year Ended March 31:

 

2022

 

$

11.39

     

(3.40

)%

   

0.64

%

   

2.65

%

   

0.64

%

 

$

170,335

     

10

%

 

2021

 

$

12.11

     

5.61

%

   

0.66

%

   

2.87

%

   

0.66

%

 

$

207,085

     

19

%

 

2020

 

$

11.80

     

2.60

%

   

0.61

%

   

3.17

%

   

0.61

%

 

$

218,096

     

18

%

 

2019

 

$

11.87

     

4.41

%

   

0.60

%

   

3.39

%

   

0.60

%

 

$

226,973

     

15

%

 

2018

 

$

11.76

     

2.45

%

   

0.59

%

   

3.43

%

   

0.59

%

 

$

216,090

     

6

%

 

Institutional Shares

 

Year Ended March 31,

 

2022

 

$

11.38

     

(3.39

)%

   

0.61

%

   

2.72

%

   

0.65

%

 

$

21,414

     

10

%

 
June 29, 2020 (e)
through
March 31, 2021
 

$

12.10

     

3.55

%

   

0.61

%

   

2.86

%

   

0.77

%

 

$

2,958

     

19

%

 

Class A

 

Year Ended March 31:

 

2022

 

$

11.37

     

(3.56

)%

   

0.85

%

   

2.46

%

   

0.92

%

 

$

1,707

     

10

%

 

2021

 

$

12.08

     

5.38

%

   

0.89

%

   

2.65

%

   

0.96

%

 

$

6,375

     

19

%

 

2020

 

$

11.77

     

2.36

%

   

0.85

%

   

2.93

%

   

0.85

%

 

$

6,468

     

18

%

 

2019

 

$

11.84

     

4.16

%

   

0.85

%

   

3.15

%

   

0.85

%

 

$

6,295

     

15

%

 

2018

 

$

11.73

     

2.19

%

   

0.84

%

   

3.18

%

   

0.84

%

 

$

5,971

     

6

%

 

See notes to financial statements.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 New York Bond 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

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

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

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

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

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

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

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

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

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

A summary of the valuations as of March 31, 2022, 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

 

Other Equity Interests

 

$

   

$

   

$

255

   

$

255

   

Municipal Bonds

   

     

191,488

     

     

191,488

   

Total

 

$

   

$

191,488

   

$

255

   

$

191,743

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

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.

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:

The Fund intends 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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2022, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

10,355

   

$

10,900

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

19,705

   

$

28,362

   

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 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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended March 31, 2022, are reflected on the Statement of Operations as Investment advisory fees.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 the respective class' performance to that of the Lipper New York Municipal Debt Funds Index. The Lipper New York Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper New York Municipal Debt Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the 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 New York Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period April 1, 2021, to March 31, 2022, performance adjustments were $14, less than $1, and $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.01%, less than 0.01%, and (0.05)% 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 March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also 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, of the Institutional Shares, and of the Class A, respectively.

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 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 March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended March 31, 2022, the Distributor did not receive any commissions.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Custodian fees.

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

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 0.65%, 0.61%, and 0.90% 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2024
  Expires
2025
 

Total

 
$

7

   

$

5

   

$

12

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

State-Specific Risk — Because the Fund invests primarily in New York tax-exempt securities, the Fund is more susceptible to adverse economic, political, and regulatory changes affecting tax-exempt securities issuers in New York to pay interest or repay principal, which may impact the Fund's performance. The Fund is more vulnerable to unfavorable developments in New York than are funds that invest in municipal securities of many states. While New York State's economy is broad, it does have concentrations in the financial services industry and may be sensitive to economic problems affecting that industry. Certain issuers of New York municipal bonds have experienced serious financial difficulties in the past, and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest on their obligations. The financial health of New York City affects that of New York State; and when New York City experiences financial difficulty, it may have an adverse affect on New York municipal bonds held by the Fund. The growth rate of New York State has at times been somewhat slower than the nation overall. The economic and financial condition of New York State also may be affected by various financial, social, economic, and political factors. In addition, the economic affects regarding COVID-19 may exacerbate some or all of these 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.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Fund's assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Fund and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFRbased term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

have an adverse effect on the Fund and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. 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 year ended March 31, 2022, 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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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 reflected on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the year ended March 31, 2022.

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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


 

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 

  Distributions
Paid From
   
 
  Distributions
Paid From
 
 


  Tax-
Exempt
Income
  Total
Distributions
Paid
  Ordinary
Income
  Tax-
Exempt
Income
  Total
Distributions
Paid
 
   

$

5,710

   

$

5,710

   

$

1

   

$

6,219

   

$

6,220

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

    Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
   

$

523

   

$

(469

)

 

$

54

   

$

(3,846

)

 

$

1,184

   

$

(2,608

)

 

*  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to partnership adjustments.

As of March 31, 2022, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term
Amount
  Long-Term
Amount
 

Total

 
$

1,586

   

$

2,260

   

$

3,846

   

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

190,559

   

$

4,210

   

$

(3,026

)

 

$

1,184

   
 


28


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA New York Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA New York Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


29


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


30


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


31


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


32


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

 
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


34


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses
Paid
During
Period
10/1/21-
3/31/22*
  Hypothetical
Expenses
Paid
During
Period
10/1/21-
3/31/22*
  Annualized
Expense
Ratio
During
Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

946.10

   

$

1,021.69

   

$

3.15

   

$

3.28

     

0.65

%

 

Institutional Shares

   

1,000.00

     

945.40

     

1,021.89

     

2.96

     

3.07

     

0.61

%

 

Class A

   

1,000.00

     

945.50

     

1,020.74

     

4.07

     

4.23

     

0.84

%

 

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

 


35


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

 

  Tax Exempt
Distributions
 
   

$

5,710

   
 


36


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA New York Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


37


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe for the one- and three-year periods ended September 30, 2021, and was above the average of its performance universe for the five- and ten-year periods ended September 30, 2021, and was below its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2021.

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

 


38


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


39


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


40


 

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

 

www.vcm.com

  (800) 235-8396  

40864-0522


 

March 31, 2022

Annual Report

USAA Virginia Bond Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    16    

Statement of Operations

    17    

Statements of Changes in Net Assets

    18    

Financial Highlights

    20    

Notes to Financial Statements

   

22

   
Report of Independent
Registered Public Accounting Firm
   

31

   

Supplemental Information (Unaudited)

   

32

   

Trustee and Officer Information

    32    

Proxy Voting and Portfolio Holdings Information

    37    

Expense Examples

    37    

Additional Federal Income Tax Information

    38    

Advisory Contract Renewal

    39    

Liquidity Risk Management Program

   

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


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Virginia Bond Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds, as measured by the Bloomberg Municipal Bond Index, generated negative returns during the 12-month reporting period ended March 31, 2022, due largely to rising municipal bond yields in the last quarter of the fiscal year. (Bond prices and yields move in opposite directions.)

The reporting period began with the municipal market fighting the headwinds of potentially higher U.S. Treasury rates and inflation, but with several notable tailwinds including heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers. During the first three quarters of the fiscal year, the Bloomberg Municipal Bond Index returned 1.87%.

The municipal market turned meaningfully negative in the first quarter of 2022. The Bloomberg Municipal Bond Index returned -6.23% for the quarter. The negative returns were driven by a material increase in Treasury and AAA Municipal Bond yields. These rates rose significantly in response to the U.S. Federal Reserve's initiation of monetary tightening. Negative returns were also driven by significant outflows of assets from municipal bond mutual funds.

At the end of the reporting period, the yield on the Bloomberg Municipal Bond Index was 2.60%, which was notably higher than at the start of the fiscal year (1.18% on March 31, 2021). While the increase in rates detracted from performance during this fiscal year, we believe the higher rates should drive higher returns over the long term.

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

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended March 31, 2022, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of -3.64%, -3.61%, and -3.78% respectively, versus an average return of -4.23% for the funds in the Lipper Virginia Municipal Debt Funds category. This compares to returns of -4.07% for the Lipper Virginia Municipal Debt Funds Index and -4.47% for the Bloomberg Municipal Bond Index.

•  What are the conditions in the Commonwealth of Virginia?

The Commonwealth of Virginia appears to continue to steadily recover from the economic and fiscal impact felt at the peak of the COVID-19 pandemic. Unemployment in Virginia is still above the pre-pandemic low of 2.5% in February 2020. However, preliminary February unemployment numbers from the Bureau of Labor Statistics are at 3.2% versus 3.8% for the United States, down from the high of 11.6% in April 2020, and a slight improvement from 3.3% in January 2022.

In the fourth quarter of 2021, gross domestic product ("GDP") grew 6% (annualized) vs. the U.S. growth of 6.9%, ranking Virginia 25th by state. GDP growth also points to a strong

 


4


 

USAA Mutual Funds Trust

USAA Virginia Bond Fund (continued)

Manager's Commentary (continued)

recovery in Virginia, though below that of the United States. The largest contributions to GDP growth came from the information sector, followed by the professional, scientific, and technical services sector, a sector that is rapidly growing in Virginia. Virginia's above-average government and military presence have helped stabilize its GDP.

Virginia's fiscal 2022 year year-to-date results affirm Virginia's solid financial position. Virginia's year-to-date general fund revenue collections were $16.5 billion for the period July 2021-February 2022, a 13.6% increase over prior year revenue collections for the same period. Virginia had $12.4 billion in cash and investments available as of February 2022 (49% of the 2022 general fund budget).

We continue to view the underlying credit quality of Virginia as exceptionally strong. Presently Virginia remains rated AAA by Fitch, Moody's, and Standard & Poor's.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which we believe is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

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

 


5


 

USAA Mutual Funds Trust

USAA Virginia Bond Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

 

Class A

         

INCEPTION DATE

 

10/10/90

 

6/29/20

 

8/1/10

         
   

Net Asset
Value

 

Net Asset
Value

 

Net Asset
Value

 

Maximum
Offering
Price

 

Bloomberg
Municipal
Bond Index1

 

Lipper
Virginia
Municipal
Debt
Funds Index2

 

One Year

   

–3.64

%

   

–3.61

%

   

–3.78

%

   

–5.97

%

   

–4.47

%

   

–4.07

%

 

Five Year

   

2.19

%

   

NA

     

1.97

%

   

1.50

%

   

2.52

%

   

1.60

%

 

Ten Year

   

2.77

%

   

NA

     

2.53

%

   

2.30

%

   

2.88

%

   

2.24

%

 

Since Inception

   

NA

     

–0.39

%

   

NA

     

NA

     

NA

     

NA

   

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

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

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

USAA Virginia Bond Fund — Growth of $10,000

1The Bloomberg Municipal Bond Index is generally considered to be representative of the municipal bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The unmanaged Lipper Virginia Municipal Debt Funds Index measures the Fund's performance to that of the Lipper Virginia Municipal Debt Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide Virginia investors with a high level of current interest income that is exempt from federal and Virginia state income taxes.

Top 10 Industries

March 31, 2022

(% of Net Assets)

General

   

20.7

%

 

Medical

   

18.8

%

 

Nursing Homes

   

12.5

%

 

Higher Education

   

10.8

%

 

Transportation

   

7.6

%

 

Water

   

7.4

%

 

Development

   

3.7

%

 

Facilities

   

3.6

%

 

Utilities

   

2.8

%

 

Education

   

2.7

%

 

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

 


7


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (98.9%)

 

Virginia (90.1%):

 
Albemarle County Economic Development Authority Revenue, 4.00%, 6/1/49,
Continuously Callable @103
 

$

2,800

   

$

2,964

   

Alexandria IDA Revenue, Series C, 4.00%, 1/1/46, Continuously Callable @100

   

2,400

     

2,554

   
Amherst IDA Revenue
5.00%, 9/1/26, Continuously Callable @100
   

1,345

     

1,338

   

4.75%, 9/1/30, Continuously Callable @100

   

2,000

     

1,910

   
Arlington County IDA Revenue
5.00%, 2/15/43, Continuously Callable @100
   

1,775

     

1,984

   

4.00%, 7/1/45, Continuously Callable @100

   

1,585

     

1,645

   

Campbell County IDA Revenue, 4.00%, 6/1/44, Continuously Callable @100

   

4,600

     

4,823

   
Capital Region Airport Commission Revenue
Series A, 4.00%, 7/1/36, Continuously Callable @100
   

700

     

724

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

750

     

774

   
Charles City County Economic Development Authority Revenue,
Series A, 2.88%, 2/1/29, Continuously Callable @101
   

10,000

     

10,065

   
Chesapeake Bay Bridge & Tunnel District Revenue
5.50%, 7/1/25
   

5,000

     

5,374

   

5.00%, 7/1/51, Continuously Callable @100

   

9,240

     

9,810

   
Chesapeake Bay Bridge & Tunnel District Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 7/1/41, Continuously Callable @100
   

5,000

     

5,485

   
Chesapeake Hospital Authority Revenue
4.00%, 7/1/39, Continuously Callable @100
   

1,000

     

1,039

   

4.00%, 7/1/43, Continuously Callable @100

   

4,000

     

4,097

   
City of Chesapeake Expressway Toll Road Revenue, Zero Coupon
7/15/32, Continuously Callable @100 (a)
   

6,520

     

6,596

   

7/15/40, Continuously Callable @100 (h)

   

3,000

     

3,079

   

City of Lynchburg, GO, 4.00%, 6/1/44, Continuously Callable @100

   

5,000

     

5,112

   
City of Norfolk, GO
Series A, 4.00%, 9/1/37, Continuously Callable @100
   

2,040

     

2,233

   

Series A, 4.00%, 9/1/39, Continuously Callable @100

   

1,535

     

1,674

   
City of Portsmouth, GO
5.00%, 2/1/33, Pre-refunded 2/1/23 @100
   

880

     

905

   

5.00%, 2/1/33, Pre-refunded 2/1/23 @100

   

120

     

124

   
City of Richmond Public Utility Revenue
4.00%, 1/15/40, Continuously Callable @100
   

6,000

     

6,247

   

Series A, 5.00%, 1/15/38, Pre-refunded 1/15/23 @100

   

6,000

     

6,164

   

Series A, 4.00%, 1/15/50, Continuously Callable @100

   

1,730

     

1,846

   
City of Richmond, GO
Series D, 5.00%, 3/1/32
   

800

     

992

   

Series D, 5.00%, 3/1/33

   

1,000

     

1,255

   
County of Fairfax VA Sewer Revenue
Series A, 5.00%, 7/15/46, Continuously Callable @100
   

10,000

     

11,895

   

Series A, 4.00%, 7/15/51, Continuously Callable @100

   

10,000

     

10,818

   
Fairfax County Economic Development Authority Revenue
5.00%, 4/1/47, Continuously Callable @100
   

4,000

     

4,425

   

Series A, 5.00%, 10/1/29, Pre-refunded 10/1/24 @100

   

2,000

     

2,149

   

Series A, 5.00%, 10/1/30, Pre-refunded 10/1/24 @100

   

2,000

     

2,149

   

Series A, 5.00%, 10/1/31, Pre-refunded 10/1/24 @100

   

2,000

     

2,149

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 10/1/32, Pre-refunded 10/1/24 @100

 

$

1,500

   

$

1,612

   

Series A, 5.00%, 12/1/32, Pre-refunded 12/1/23 @100

   

1,500

     

1,577

   

Series A, 5.00%, 10/1/33, Pre-refunded 10/1/24 @100

   

2,200

     

2,364

   

Series A, 5.00%, 10/1/34, Pre-refunded 10/1/24 @100

   

2,000

     

2,149

   

Series A, 5.00%, 10/1/42, Continuously Callable @102

   

2,250

     

2,401

   

Series A, 4.00%, 10/1/42, Continuously Callable @102

   

2,750

     

2,831

   

Series A, 5.00%, 12/1/42, Pre-refunded 12/1/23 @100

   

2,800

     

2,944

   

Series B, 5.00%, 10/1/35, Pre-refunded 10/1/27 @100

   

2,620

     

3,026

   

Series B, 5.00%, 10/1/36, Pre-refunded 10/1/27 @100

   

2,000

     

2,310

   
Fairfax County Economic Development Authority Revenue (LOC — SunTrust Bank),
0.54%, 6/1/37, Continuously Callable @100 (b)
   

800

     

800

   
Fairfax County IDA Revenue
5.00%, 5/15/37, Continuously Callable @100
   

14,000

     

14,046

   

4.00%, 5/15/42, Continuously Callable @100

   

1,000

     

1,002

   

Series A, 4.00%, 5/15/44, Continuously Callable @100

   

6,900

     

7,117

   

Series S, 4.00%, 5/15/48, Continuously Callable @100

   

1,500

     

1,574

   
Farmville Industrial Development Authority Revenue,
5.38%, 7/1/53, (Put Date 7/1/43), Continuously Callable @103 (c)
   

6,000

     

6,477

   
Front Royal & Warren County IDA Revenue, 4.00%, 1/1/50, Continuously
Callable @103
   

7,000

     

7,203

   
Greater Richmond Convention Center Authority Revenue, 5.00%, 6/15/32,
Pre-refunded 6/15/25 @100
   

1,500

     

1,641

   
Hampton Roads Sanitation District Revenue, Series A, 5.00%, 8/1/43,
Pre-refunded 8/1/26 @100
   

4,700

     

5,287

   
Hampton Roads Transportation Accountability Commis, 4.00%, 7/1/55,
Continuously Callable @100
   

5,000

     

5,328

   
Hampton Roads Transportation Accountability Commission Revenue,
Series A, 5.00%, 7/1/52, Continuously Callable @100
   

15,000

     

16,711

   
Hanover County Economic Development Authority Revenue
Series A, 4.50%, 7/1/30, Continuously Callable @100
   

2,795

     

2,800

   

Series A, 4.50%, 7/1/32, Continuously Callable @100

   

1,100

     

1,102

   

Series A, 5.00%, 7/1/42, Continuously Callable @100

   

2,000

     

2,003

   
Henrico County Economic Development Authority Revenue
5.00%, 6/1/24, Continuously Callable @100
   

1,200

     

1,204

   

4.25%, 6/1/26, Continuously Callable @100

   

140

     

140

   

5.00%, 11/1/30, Pre-refunded 11/1/22 @100

   

2,105

     

2,150

   

5.00%, 10/1/37, Continuously Callable @103

   

2,500

     

2,695

   

4.00%, 10/1/40, Continuously Callable @103

   

500

     

525

   

4.00%, 10/1/45, Continuously Callable @103

   

725

     

756

   

4.00%, 10/1/50, Continuously Callable @103

   

1,500

     

1,563

   
James City County Economic Development Authority Revenue
4.00%, 6/1/47, Continuously Callable @103
   

1,000

     

894

   

Series A, 4.00%, 12/1/50, Continuously Callable @103

   

9,905

     

9,980

   
Lewistown Commerce Center Community Development Authority Tax Allocation
3.63%, 3/1/44, Continuously Callable @103 (d)
   

1,431

     

1,117

   

6.05%, 3/1/44, Continuously Callable @103

   

665

     

614

   

Series C, 0.50%, 3/1/54, Continuously Callable @100 (d)

   

2,340

     

351

   
Lexington IDA Revenue
4.00%, 1/1/31, Continuously Callable @102
   

750

     

764

   

4.00%, 1/1/37, Continuously Callable @102

   

1,000

     

1,006

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.00%, 1/1/48, Continuously Callable @100

 

$

1,000

   

$

1,107

   

Series A, 5.00%, 1/1/42, Continuously Callable @103

   

1,000

     

1,051

   

Series A, 5.00%, 1/1/48, Continuously Callable @103

   

1,250

     

1,313

   
Loudoun County Economic Development Authority Revenue
5.00%, 12/1/31, Continuously Callable @100
   

1,135

     

1,218

   

5.00%, 12/1/32, Continuously Callable @100

   

800

     

859

   

5.00%, 12/1/33, Continuously Callable @100

   

775

     

831

   

5.00%, 12/1/34, Continuously Callable @100

   

805

     

863

   

Series F, 0.48%, 2/15/38, Callable 5/2/22 @100 (b)

   

2,510

     

2,510

   
Lynchburg Economic Development Authority Revenue, 4.00%, 1/1/40, Continuously
Callable @100
   

1,100

     

1,151

   
Lynchburg Economic Development Authority Revenue
4.00%, 1/1/39, Continuously Callable @100
   

1,320

     

1,386

   

5.00%, 9/1/43, Continuously Callable @100

   

3,000

     

3,082

   

4.00%, 1/1/55, Continuously Callable @100

   

4,750

     

4,812

   

Series A, 5.00%, 1/1/47, Continuously Callable @100

   

2,250

     

2,403

   
Lynchburg Economic Development Authority Revenue (LIQ — JPMorgan
Chase & Co.), Series 2018-XL0075, 0.65%, 1/1/25 (b) (e)
   

5,400

     

5,400

   
Lynchburg Economic Development Authority Revenue (LOC — Branch Banking &
Trust Co.), Series C, 0.60%, 1/1/47, Continuously Callable @100 (b)
   

1,465

     

1,465

   
Manassas Park Economic Development Authority Revenue, 4.00%, 12/15/52,
Continuously Callable @100
   

4,500

     

4,727

   
Marquis Community Development Authority of York County Virginia Tax Allocation,
Series B, 2.25%, 9/1/41 (d) (f)
   

3,532

     

1,699

   

Marquis Community Development Authority Revenue, 3.00%, 9/1/45 (d) (e) (f)

   

1,093

     

526

   
Marquis Community Development Authority Tax Allocation,
Series C, 9/1/41 (d) (f) (g)
   

5,389

     

248

   
Montgomery County Economic Development Authority Revenue
Series A, 4.00%, 6/1/36, Continuously Callable @100
   

1,125

     

1,222

   

Series A, 4.00%, 6/1/39, Continuously Callable @100

   

1,750

     

1,884

   

Norfolk Airport Authority Revenue, 5.00%, 7/1/43, Continuously Callable @100

   

2,800

     

3,122

   
Norfolk Economic Development Authority Revenue
5.00%, 11/1/30, Pre-refunded 11/1/22 @100
   

1,000

     

1,021

   

Series A, 0.48%, 11/1/34, Continuously Callable @100 (b)

   

1,100

     

1,100

   

Series B, 5.00%, 11/1/43, Continuously Callable @100

   

3,500

     

3,558

   

Series B, 5.00%, 11/1/48, (Put Date 11/1/28) (c)

   

1,600

     

1,874

   

Series B, 4.00%, 11/1/48, Continuously Callable @100

   

1,100

     

1,156

   
Prince Edward County IDA Revenue
4.00%, 9/1/43, Continuously Callable @100
   

2,250

     

2,360

   

5.00%, 9/1/48, Continuously Callable @100

   

2,055

     

2,293

   
Prince William County IDA Revenue
5.00%, 1/1/37, Continuously Callable @102
   

1,000

     

1,026

   

5.00%, 1/1/46, Continuously Callable @102

   

4,000

     

4,035

   

5.00%, 11/1/46, Pre-refunded 11/1/22 @100

   

10,000

     

10,216

   
Radford IDA Revenue (NBGA — Fannie Mae), 3.50%, 9/15/29, Continuously
Callable @100
   

4,000

     

4,010

   
Rappahannock Regional Jail Authority Revenue
5.00%, 10/1/34, Pre-refunded 10/1/25 @100
   

2,340

     

2,580

   

5.00%, 10/1/35, Pre-refunded 10/1/25 @100

   

1,165

     

1,284

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Roanoke Economic Development Authority Revenue
5.00%, 7/1/47
 

$

6,250

   

$

8,088

   

4.00%, 7/1/51, Continuously Callable @100

   

5,000

     

5,334

   

Series A, 5.00%, 9/1/36, Continuously Callable @100

   

1,640

     

1,822

   

Series A, 5.00%, 9/1/43, Continuously Callable @100

   

4,060

     

4,460

   
Rockingham County Economic Development Authority Revenue
4.00%, 12/1/33, Continuously Callable @100
   

1,000

     

1,067

   

5.00%, 12/1/39, Continuously Callable @100

   

4,180

     

4,741

   
Salem Economic Development Authority Revenue
4.00%, 4/1/38, Continuously Callable @100
   

250

     

261

   

4.00%, 4/1/39, Continuously Callable @100

   

225

     

234

   

4.00%, 4/1/40, Continuously Callable @100

   

250

     

260

   

4.00%, 4/1/45, Continuously Callable @100

   

750

     

770

   

5.00%, 4/1/49, Continuously Callable @100

   

910

     

1,012

   
Stafford County Economic Development Authority Revenue
5.00%, 6/15/36, Continuously Callable @100
   

5,900

     

6,395

   

4.00%, 6/15/37, Continuously Callable @100

   

6,495

     

6,669

   
Tobacco Settlement Financing Corp. Revenue, Series B-1, 5.00%, 6/1/47,
Continuously Callable @100
   

10,000

     

10,072

   
University of Virginia Revenue
Series A, 5.00%, 6/1/37, Pre-refunded 6/1/23 @100
   

4,405

     

4,569

   

Series A, 5.00%, 4/1/42, Continuously Callable @100

   

4,000

     

4,500

   

Series A, 5.00%, 4/1/47, Continuously Callable @100

   

5,000

     

5,604

   

Series A-1, 4.00%, 4/1/45, Continuously Callable @100

   

5,000

     

5,212

   

Series B, 5.00%, 4/1/46, Continuously Callable @100

   

5,000

     

5,622

   
Upper Occoquan Sewage Authority Revenue, 4.00%, 7/1/39, Pre-refunded
7/1/25 @100
   

5,000

     

5,321

   
Virginia Beach Development Authority Revenue
5.00%, 9/1/40, Continuously Callable @103
   

3,250

     

3,478

   

5.00%, 9/1/44, Continuously Callable @103

   

4,865

     

5,181

   

4.00%, 9/1/48, Continuously Callable @103

   

3,755

     

3,775

   

Series A, 5.00%, 5/1/29, Continuously Callable @100

   

1,795

     

1,904

   
Virginia College Building Authority Revenue
5.00%, 6/1/22
   

125

     

126

   

5.00%, 6/1/23

   

125

     

129

   

5.00%, 6/1/24

   

225

     

236

   

5.00%, 6/1/25

   

250

     

267

   

5.00%, 6/1/26

   

250

     

272

   

5.00%, 6/1/27

   

275

     

304

   

5.00%, 6/1/28

   

295

     

331

   

5.00%, 6/1/29

   

300

     

340

   

5.00%, 6/1/30

   

325

     

372

   

5.00%, 2/1/31, Continuously Callable @100

   

10,000

     

11,490

   

5.00%, 6/1/31

   

300

     

347

   

5.00%, 2/1/32, Continuously Callable @100

   

4,000

     

4,587

   

4.00%, 1/15/33, Continuously Callable @100

   

965

     

1,040

   

4.00%, 1/15/35, Continuously Callable @100

   

545

     

581

   

4.00%, 1/15/36, Continuously Callable @100

   

650

     

689

   

4.00%, 6/1/36, Continuously Callable @100

   

925

     

971

   

4.00%, 1/15/43, Continuously Callable @100

   

1,285

     

1,337

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

4.00%, 6/1/46, Continuously Callable @100

 

$

1,000

   

$

1,014

   

Series A, 5.00%, 9/1/31, Pre-refunded 9/1/24 @100

   

2,725

     

2,922

   

Series A, 5.00%, 9/1/32, Pre-refunded 9/1/24 @100

   

5,615

     

6,020

   

Series A, 5.00%, 9/1/33, Pre-refunded 9/1/24 @100

   

6,380

     

6,840

   

Series A, 4.00%, 2/1/35, Continuously Callable @100

   

8,000

     

8,330

   

Series A, 3.00%, 1/15/46, Continuously Callable @100

   

1,000

     

894

   

Series A, 3.00%, 1/15/51, Continuously Callable @100

   

1,175

     

1,036

   
Virginia College Building Authority Revenue (LIQ — U.S. Bancorp), 0.50%, 8/1/34,
Callable 5/4/22 @100 (b)
   

200

     

200

   
Virginia Commonwealth Transportation Board Regional Fuels Tax Revenue,
4.00%, 5/15/46, Continuously Callable @100
   

5,195

     

5,489

   
Virginia Commonwealth Transportation Board Revenue
5.00%, 3/15/32, Continuously Callable @100
   

3,350

     

3,827

   

5.00%, 9/15/32, Continuously Callable @100

   

9,190

     

10,489

   

4.00%, 5/15/42, Continuously Callable @100

   

10,000

     

10,467

   

Series A, 4.00%, 5/15/36, Continuously Callable @100

   

2,000

     

2,132

   
Virginia Commonwealth University Health System Authority Revenue, 5.00%,
7/1/46, Continuously Callable @100
   

5,500

     

6,003

   
Virginia Commonwealth University Revenue
Series A, 4.00%, 11/1/37, Continuously Callable @100
   

750

     

800

   

Series A, 5.00%, 11/1/38, Continuously Callable @100

   

350

     

400

   

Series A, 4.00%, 5/1/48, Continuously Callable @100

   

2,475

     

2,603

   
Virginia Housing Development Authority Revenue
Series B, 3.60%, 5/1/46, Continuously Callable @100
   

7,000

     

6,905

   

Series E, 2.65%, 7/1/50, Continuously Callable @100

   

1,640

     

1,332

   

Series I, 2.45%, 11/1/45, Continuously Callable @100

   

1,500

     

1,223

   

Series K, 1.95%, 12/1/32, Continuously Callable @100

   

1,500

     

1,358

   

Series K, 2.05%, 12/1/33, Continuously Callable @100

   

665

     

599

   
Virginia Public Building Authority Revenue, Series A, 4.00%, 8/1/30, Continuously
Callable @100
   

4,000

     

4,348

   

Virginia Public School Authority Revenue, 5.00%, 8/1/24

   

10,000

     

10,700

   
Virginia Resources Authority Revenue
5.00%, 11/1/32, Continuously Callable @100
   

15

     

16

   

5.00%, 11/1/32, Pre-refunded 11/1/23 @100

   

1,015

     

1,065

   

4.00%, 11/1/41, Pre-refunded 11/1/22 @100

   

7,310

     

7,426

   

4.00%, 11/1/49, Continuously Callable @100

   

6,700

     

7,185

   

Series A, 4.00%, 11/1/43, Continuously Callable @100

   

1,445

     

1,581

   

Series A, 4.00%, 11/1/47, Continuously Callable @100

   

1,040

     

1,134

   
Virginia Small Business Financing Authority Revenue
4.00%, 11/1/39, Continuously Callable @100
   

2,550

     

2,742

   

4.00%, 12/1/49, Continuously Callable @100

   

6,000

     

6,117

   

4.00%, 12/1/51, Continuously Callable @103

   

4,000

     

4,045

   

Series A, 4.00%, 1/1/45, Continuously Callable @103

   

3,000

     

3,097

   

Series A, 4.00%, 1/1/51, Continuously Callable @103

   

13,265

     

13,618

   
Western Regional Jail Authority Revenue
5.00%, 12/1/35, Continuously Callable @100
   

1,540

     

1,729

   

5.00%, 12/1/35, Pre-refunded 12/1/26 @100

   

1,545

     

1,738

   

5.00%, 12/1/38, Continuously Callable @100

   

1,000

     

1,116

   

5.00%, 12/1/38, Pre-refunded 12/1/26 @100

   

1,000

     

1,125

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Winchester Economic Development Authority Revenue
5.00%, 1/1/44, Continuously Callable @100
 

$

3,250

   

$

3,476

   

Series S, 5.00%, 1/1/44, Pre-refunded 1/1/24 @100

   

3,250

     

3,424

   

Wise County IDA Revenue, Series A, 0.75%, 10/1/40, (Put Date 9/2/25) (c)

   

2,500

     

2,354

   
     

600,543

   

District of Columbia (2.4%):

 
Metropolitan Washington Airports Authority Dulles Toll Road Revenue
4.00%, 10/1/53, Continuously Callable @100
   

1,500

     

1,544

   

Series A, 5.00%, 10/1/44, Continuously Callable @100

   

1,500

     

1,674

   
Metropolitan Washington Airports Authority Dulles Toll Road Revenue (INS —
Assured Guaranty Municipal Corp.), Series B, 10/1/30 (g)
   

5,500

     

4,298

   
Washington Metropolitan Area Transit Authority Revenue
5.00%, 7/1/43, Continuously Callable @100
   

5,000

     

5,636

   

Series A, 4.00%, 7/15/45, Continuously Callable @100

   

2,500

     

2,661

   
     

15,813

   

Guam (6.4%):

 
Antonio B. Won Pat International Airport Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 5.75%, 10/1/43, Pre-refunded
10/1/23 @100
   

1,255

     

1,327

   
Guam Government Waterworks Authority Revenue
5.00%, 7/1/37, Continuously Callable @100
   

1,000

     

1,098

   

5.00%, 7/1/40, Continuously Callable @100

   

3,250

     

3,561

   

5.50%, 7/1/43, Pre-refunded 7/1/23 @100

   

4,000

     

4,182

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

2,850

     

2,985

   

Series A, 5.00%, 1/1/50, Continuously Callable @100

   

1,000

     

1,129

   
Guam Power Authority Revenue
Series A, 5.00%, 10/1/31, Continuously Callable @100
   

500

     

526

   

Series A, 5.00%, 10/1/34, Continuously Callable @100

   

1,000

     

1,011

   

Series A, 5.00%, 10/1/40, Continuously Callable @100

   

4,000

     

4,370

   
Guam Power Authority Revenue (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/39, Continuously Callable @100
   

750

     

798

   

Series A, 5.00%, 10/1/44, Continuously Callable @100

   

1,000

     

1,058

   
Port Authority of Guam Revenue, Series A, 5.00%, 7/1/48, Continuously
Callable @100
   

1,500

     

1,609

   
Territory of Guam Revenue
Series A, 5.00%, 11/1/27
   

200

     

222

   

Series A, 5.00%, 11/1/28

   

250

     

281

   

Series A, 5.00%, 11/1/29

   

250

     

284

   

Series A, 5.00%, 11/1/30

   

250

     

287

   

Series A, 5.00%, 11/1/35, Continuously Callable @100

   

1,000

     

1,137

   

Series A, 5.00%, 11/1/40, Continuously Callable @100

   

1,000

     

1,115

   

Series A, 5.00%, 12/1/46, Continuously Callable @100

   

1,250

     

1,360

   

Series D, 5.00%, 11/15/39, Continuously Callable @100

   

2,000

     

2,161

   

Series F, 5.00%, 1/1/31

   

500

     

556

   

Series F, 4.00%, 1/1/42, Continuously Callable @100

   

1,000

     

1,001

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Territory of Guam Revenue (LOC — Barclays Bank PLC), Series 2017-XF2510,
0.63%, 12/1/46, Callable 12/1/26 @100 (b) (e)
 

$

10,870

   

$

10,870

   
     

42,928

   

Total Municipal Bonds (Cost $666,826)

   

659,284

   

Total Investments (Cost $666,826) — 98.9%

   

659,284

   

Other assets in excess of liabilities — 1.1%

   

7,030

   

NET ASSETS — 100.00%

 

$

666,314

   

(a)  Stepped-coupon security converts to coupon form on 7/15/23 with a rate of 4.75%

(b)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(c)  Put Bond.

(d)  Currently the issuer is in default with respect to interest and/or principal payments.

(e)  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 March 31, 2022, the fair value of these securities was $16,796 thousands and amounted to 2.5% of net assets.

(f)  This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g)  Zero-coupon bond.

(h)  Stepped-coupon security converts to coupon form on 7/15/23 with a rate of 4.88%.

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LOC — Letter of Credit

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.

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Virginia
Bond Fund
 

Assets:

 

Investments, at value (Cost $666,826)

 

$

659,284

   

Cash

   

453

   

Receivables:

 

Interest

   

7,620

   

Capital shares issued

   

15

   

Investments sold

   

299

   

From Adviser

   

3

   

Prepaid expenses

   

5

   

Total Assets

   

667,679

   

Liabilities:

 

Payables:

 

Distributions

   

201

   

Capital shares redeemed

   

795

   

Accrued expenses and other payables:

 

Investment advisory fees

   

187

   

Administration fees

   

86

   

Custodian fees

   

8

   

Transfer agent fees

   

19

   

Compliance fees

   

(a)

 

Trustees' fees

   

1

   
12b-1 fees    

2

   

Other accrued expenses

   

66

   

Total Liabilities

   

1,365

   

Net Assets:

 

Capital

   

683,463

   

Total accumulated earnings/(loss)

   

(17,149

)

 

Net Assets

 

$

666,314

   

Net Assets

 

Fund Shares

 

$

639,231

   

Institutional Shares

   

10,469

   

Class A

   

16,614

   

Total

 

$

666,314

   

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

 

Fund Shares

   

58,414

   

Institutional Shares

   

957

   

Class A

   

1,519

   

Total

   

60,890

   

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

 

Fund Shares

 

$

10.94

   

Institutional Shares

   

10.94

   

Class A

   

10.94

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

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

$

11.19

   

(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.

 


16


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA Virginia
Bond Fund
 

Investment Income:

 

Interest

 

$

20,346

   

Total Income

   

20,346

   

Expenses:

 

Investment advisory fees

   

2,332

   

Administration fees — Fund Shares

   

1,058

   

Administration fees — Institutional Shares

   

13

   

Administration fees — Class A

   

28

   

Sub-Administration fees

   

23

   
12b-1 fees — Class A    

47

   

Custodian fees

   

32

   

Transfer agent fees — Fund Shares

   

178

   

Transfer agent fees — Institutional Shares

   

13

   

Transfer agent fees — Class A

   

19

   

Trustees' fees

   

49

   

Compliance fees

   

5

   

Legal and audit fees

   

50

   

State registration and filing fees

   

1

   

Other expenses

   

100

   

Total Expenses

   

3,948

   

Expenses waived/reimbursed by Adviser

   

(17

)

 

Net Expenses

   

3,931

   

Net Investment Income (Loss)

   

16,415

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(241

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(41,154

)

 

Net realized/unrealized gains (losses) on investments

   

(41,395

)

 

Change in net assets resulting from operations

 

$

(24,980

)

 

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Virginia Bond Fund

 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

16,415

   

$

16,875

   

Net realized gains (losses)

   

(241

)

   

137

   

Net change in unrealized appreciation/depreciation

   

(41,154

)

   

21,658

   

Change in net assets resulting from operations

   

(24,980

)

   

38,670

   

Distributions to Shareholders:

 

Fund Shares

   

(15,740

)

   

(16,365

)

 

Institutional Shares

   

(288

)

   

(132

)(a)

 

Class A

   

(375

)

   

(388

)

 

Change in net assets resulting from distributions to shareholders

   

(16,403

)

   

(16,885

)

 

Change in net assets resulting from capital transactions

   

(36,515

)

   

17,248

   

Change in net assets

   

(77,898

)

   

39,033

   

Net Assets:

 

Beginning of period

   

744,212

     

705,179

   

End of period

 

$

666,314

   

$

744,212

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(continues on next page)

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Virginia Bond Fund

 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

43,169

   

$

90,498

   

Distributions reinvested

   

13,583

     

13,707

   

Cost of shares redeemed

   

(90,975

)

   

(97,801

)

 

Total Fund Shares

 

$

(34,223

)

 

$

6,404

   

Institutional Shares

 

Proceeds from shares issued

 

$

2,693

   

$

12,682

(a)

 

Distributions reinvested

   

102

     

53

(a)

 

Cost of shares redeemed

   

(3,719

)

   

(697

)(a)

 

Total Institutional Shares

 

$

(924

)

 

$

12,038

   

Class A

 

Proceeds from shares issued

 

$

2,422

   

$

22,363

   

Distributions reinvested

   

356

     

375

   

Cost of shares redeemed

   

(4,146

)

   

(23,932

)

 

Total Class A

 

$

(1,368

)

 

$

(1,194

)

 

Change in net assets resulting from capital transactions

 

$

(36,515

)

 

$

17,248

   

Share Transactions:

 

Fund Shares

 

Issued

   

3,716

     

7,843

   

Reinvested

   

1,175

     

1,189

   

Redeemed

   

(7,905

)

   

(8,490

)

 

Total Fund Shares

   

(3,014

)

   

542

   

Institutional Shares

 

Issued

   

231

     

1,098

(a)

 

Reinvested

   

9

     

5

(a)

 

Redeemed

   

(326

)

   

(60

)(a)

 

Total Institutional Shares

   

(86

)

   

1,043

   

Class A

 

Issued

   

209

     

1,949

   

Reinvested

   

31

     

33

   

Redeemed

   

(361

)

   

(2,090

)

 

Total Class A

   

(121

)

   

(108

)

 

Change in Shares

   

(3,221

)

   

1,477

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

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)
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Virginia Bond Fund

     

Fund Shares

     

Year Ended March 31:

 

2022

 

$

11.61

     

0.26

(d)

   

(0.67

)

   

(0.41

)

   

(0.26

)

   

(0.26

)

 

2021

 

$

11.26

     

0.27

(d)

   

0.35

     

0.62

     

(0.27

)

   

(0.27

)

 

2020

 

$

11.30

     

0.31

(d)

   

(0.04

)

   

0.27

     

(0.31

)

   

(0.31

)

 

2019

 

$

11.16

     

0.34

     

0.14

     

0.48

     

(0.34

)

   

(0.34

)

 

2018

 

$

11.21

     

0.34

     

(0.05

)

   

0.29

     

(0.34

)

   

(0.34

)

 

Institutional Shares

     
Year Ended
March 31, 2022
 

$

11.61

     

0.26

(d)

   

(0.67

)

   

(0.41

)

   

(0.26

)

   

(0.26

)

 
June 29, 2020 (e)
through
March 31, 2021
 

$

11.46

     

0.20

(d)

   

0.15

     

0.35

     

(0.20

)

   

(0.20

)

 

Class A

     

Year Ended March 31:

 

2022

 

$

11.60

     

0.23

(d)

   

(0.66

)

   

(0.43

)

   

(0.23

)

   

(0.23

)

 

2021

 

$

11.25

     

0.24

(d)

   

0.35

     

0.59

     

(0.24

)

   

(0.24

)

 

2020

 

$

11.29

     

0.28

(d)

   

(0.04

)

   

0.24

     

(0.28

)

   

(0.28

)

 

2019

 

$

11.16

     

0.32

     

0.12

     

0.44

     

(0.31

)

   

(0.31

)

 

2018

 

$

11.20

     

0.31

     

(0.04

)

   

0.27

     

(0.31

)

   

(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.

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, for Fund Shares and Class A, and June 29, 2020, for Institutional Shares, 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.

†  Does not include acquired fund fees and expenses, if any.

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

(b)  Annualized for periods less than one year.

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

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

(e)  Commencement of operations.

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

(g)  Effective October 12, 2017, USAA Asset Management Company ("AMCO") voluntarily agreed to limit the annual expenses of the Class A shares to 0.80% of Class A average daily net assets.

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

 
    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 Virginia Bond Fund

 

Fund Shares

 

Year Ended March 31:

 

2022

 

$

   

$

10.94

     

(3.64

)%

   

0.53

%

   

2.23

%

   

0.53

%

 

$

639,231

     

8

%

 

2021

   

   

$

11.61

     

5.53

%

   

0.50

%

   

2.32

%

   

0.50

%

 

$

713,075

     

28

%

 

2020

   

   

$

11.26

     

2.39

%

   

0.55

%

   

2.70

%

   

0.55

%

 

$

685,508

     

24

%

 

2019

   

   

$

11.30

     

4.36

%

   

0.59

%

   

3.03

%

   

0.59

%

 

$

672,191

     

9

%

 

2018

   

   

$

11.16

     

2.56

%

   

0.56

%

   

2.98

%

   

0.56

%

 

$

666,772

     

11

%

 

Institutional Shares

 
Year Ended
March 31, 2022
   

   

$

10.94

     

(3.61

)%

   

0.50

%

   

2.25

%

   

0.56

%

 

$

10,469

     

8

%

 
June 29, 2020 (e)
through
March 31, 2021
   

   

$

11.61

     

3.04

%

   

0.49

%

   

2.26

%

   

0.58

%

 

$

12,105

     

28

%

 

Class A

 

Year Ended March 31:

 

2022

   

   

$

10.94

     

(3.78

)%

   

0.77

%

   

1.99

%

   

0.82

%

 

$

16,614

     

8

%

 

2021

   

   

$

11.60

     

5.26

%

   

0.76

%

   

2.06

%

   

0.81

%

 

$

19,032

     

28

%

 

2020

   

   

$

11.25

     

2.14

%

   

0.80

%

   

2.46

%

   

0.82

%

 

$

19,671

     

24

%

 

2019

   

   

$

11.29

     

4.05

%

   

0.80

%

   

2.82

%

   

0.86

%

 

$

19,439

     

9

%

 

2018

   

(f)

 

$

11.16

     

2.42

%

   

0.79

%(g)

   

2.76

%

   

0.81

%

 

$

19,894

     

11

%

 

See notes to financial statements.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Virginia Bond 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

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

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

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

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

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

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

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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

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

A summary of the valuations as of March 31, 2022, 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

 

Municipal Bonds

 

$

   

$

656,811

   

$

2,473

   

$

659,284

   

Total

 

$

   

$

656,811

   

$

2,473

   

$

659,284

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

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.

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:

The Fund intends 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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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.

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2022, 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)
 
$

7,400

   

$

35,350

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

92,287

   

$

51,614

   

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 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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended March 31, 2022, are reflected on the Statement of Operations as Investment advisory fees.

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 the respective class' performance to that of the Lipper Virginia Municipal Debt Funds Index. The Lipper Virginia Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper Virginia Municipal Debt Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the 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 Virginia Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period April 1, 2021, to March 31, 2022, performance adjustments were $(24), less than $1, and $(6) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were less than (0.01)%, less than 0.01%, and (0.03)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36-month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also 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, of the Institutional Shares, and of the Class A, respectively.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 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 March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended March 31, 2022, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Custodian fees.

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

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 0.54%, 0.50%, and 0.80% 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

1

   

$

15

   

$

17

   

$

33

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

State-Specific Risk — Because the Fund invests primarily in Virginia tax-exempt securities, the Fund is more susceptible to adverse economic, political, and regulatory changes affecting tax-exempt securities issuers in Virginia, such as changes to state laws and policies, economic issues that affect critical industries, large employers, or weakened real estate prices, and existing debt levels and state budget priorities. In addition, the economic affects regarding COVID-19 may exacerbate some or all of these risks. The Fund's performance will be affected by the fiscal and economic health of Virginia and its municipalities and their ability to issue and repay debt. The Fund is more vulnerable to unfavorable developments in Virginia than are funds that invest in municipal securities of multiple states.

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.

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 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.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. 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 year ended March 31, 2022, 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 London Interbank Offered Rate ("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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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 reflected on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the year ended March 31, 2022.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 
  Distributions
Paid From
 
  Distributions
Paid From
 
 


  Tax-Exempt
Income
  Total
Distributions
Paid
  Tax-Exempt
Income
  Total
Distributions
Paid
 
       

$

16,403

   

$

16,403

   

$

16,885

   

$

16,885

   
 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

2,708

   

$

(1,485

)

 

$

1,223

   

$

(9,795

)

 

$

(8,577

)

 

$

(17,149

)

 

*  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to defaulted bond adjustments.

As of March 31, 2022, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term
Amount
  Long-Term
Amount
 

Total

 
$

1,175

   

$

8,620

   

$

9,795

   

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

667,861

   

$

11,277

   

$

(19,854

)

 

$

(8,577

)

 
 


30


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Virginia Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Virginia Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


31


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 

Jefferson C. Boyce (September 1957)

 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 

Dawn M. Hawley (February 1954)

 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


32


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Daniel S. McNamara (June 1966)

 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 

Paul L. McNamara (July 1948)

 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 

John C. Walters (February 1962)

 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


34


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 

David C. Brown (May 1972)

 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


35


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

             
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 

James K. De Vries (April 1969)

 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 

Carol D. Trevino (October 1965)

 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


36


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses Paid
During Period
10/1/21-
3/31/22*
  Hypothetical
Expenses Paid
During Period
10/1/21-
3/31/22*
  Annualized
Expense Ratio
During Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

950.70

   

$

1,022.29

   

$

2.58

   

$

2.67

     

0.53

%

 

Institutional Shares

   

1,000.00

     

950.80

     

1,022.39

     

2.48

     

2.57

     

0.51

%

 

Class A

   

1,000.00

     

950.30

     

1,021.04

     

3.79

     

3.93

     

0.78

%

 

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

 


37


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

    Tax
Exempt
Distributions
 
   

$

16,403

   
 


38


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Virginia Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


39


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2021.

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

 


40


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


41


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


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

 

www.vcm.com

  (800) 235-8396  

40862-0522


 

March 31, 2022

Annual Report

USAA Tax Exempt Money Market Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

5

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

6

   

Schedule of Portfolio Investments

   

7

   

Financial Statements

 

Statement of Assets and Liabilities

    12    

Statement of Operations

    13    

Statements of Changes in Net Assets

    14    

Financial Highlights

    16    

Notes to Financial Statements

   

18

   
Report of Independent
Registered Public Accounting Firm
   

24

   

Supplemental Information (Unaudited)

   

25

   

Trustee and Officer Information

    25    

Proxy Voting and Portfolio Holdings Information

    30    

Expense Example

    30    

Additional Federal Income Tax Information

    31    

Advisory Contract Renewal

    32    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances

 


2


 

are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Tax Exempt Money Market Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Up until almost the very end of the 12-month reporting period ended March 31, 2022, the target federal funds rate range remained unchanged at a range of between 0.00% and 0.25%. During March 2022, however, officials at the U.S. Federal Reserve (the "Fed") raised the target range by a quarter of a percentage point to between 0.25% and 0.50%. This marked the first increase since December 2018. The range was maintained at previously low levels in order to support the U.S. economy during the country's battle with COVID-19. Fed officials have now raised that range in efforts to control inflation, particularly as the pandemic has subsided. Additional increases are projected for the next three Fed meetings later this year.

Interest rates on tax-exempt money market securities started the reporting period at very low levels and remained there for much of the year. In response to Fed officials' actions in March 2022, rates began to rise. At the beginning of the reporting period, the SIFMA Municipal Swap Index, the index of seven-day variable rate demand notes ("VRDNs"), was just 0.07%. By the close of the reporting period, the index had risen to 0.51%.

•  How did the USAA Tax Exempt Money Market Fund (the "Fund") perform during the reporting period?

For the reporting period ended March 31, 2022, the Fund had a return of 0.01%, compared to an average return of 0.02% for the funds in the Lipper Tax-Exempt Money Market Funds category.

•  What strategies did you employ during the reporting period?

We continued to focus on our two primary goals: preservation of capital and liquidity. The Fund invests the majority of its assets in VRDNs, which generally have interest rates that adjust daily/weekly to the market. The VRDNs owned by the Fund continued to provide both flexibility and liquidity because they can be sold at par value (100% of face value) upon seven days or less notice. They also offer the Fund a degree of safety as many of these VRDNs are guaranteed by a bank letter of credit for the payment of both principal and interest.

As always, we continued to work with our in-house team of analysts to help us identify attractive opportunities for the portfolio. They also continue to analyze and monitor every holding in the Fund.

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

 


4


 

USAA Mutual Funds Trust

USAA Tax Exempt Money Market Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

INCEPTION DATE

 

2/6/84

 
   

Net Asset Value

 

One Year

   

0.01

%

 

Five Year

   

0.54

%

 

Ten Year

   

0.30

%

 

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

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

USAA Tax Exempt Money Market Fund — Growth of $10,000

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

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

Past performance is not indicative of future results.

 


5


 
USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides investors with interest income that is exempt from federal income tax and has a further objective of preserving capital and maintaining liquidity.

Top 10 Industries

March 31, 2022

(% of Net Assets)

Development

   

32.8

%

 

School District

   

11.9

%

 

Pollution

   

10.6

%

 

Medical

   

9.6

%

 

Higher Education

   

9.1

%

 

Nursing Homes

   

4.3

%

 

Facilities

   

4.0

%

 

Power

   

3.9

%

 

General

   

3.0

%

 

Multifamily Housing

   

2.0

%

 

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

 


6


 
USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (92.4%)

 

Alabama (6.1%):

 
Columbia Industrial Development Board Revenue, 0.60%, 12/1/37,
Continuously Callable @100 (a)
 

$

10,000

   

$

10,000

   
Mobile County IDA Revenue (LOC — Swedbank AB),
Series B, 0.56%, 7/1/40, Continuously Callable @100 (a)
   

15,000

     

15,000

   
West Jefferson Industrial Development Board Revenue, 0.63%, 6/1/28,
Continuously Callable @100 (a)
   

5,190

     

5,190

   
     

30,190

   

California (1.2%):

 
City of Los Angeles Certificate of Participation (LOC — U.S. Bancorp),
Series A, 0.59%, 8/1/35, Continuously Callable @100 (a)
   

5,885

     

5,885

   

Florida (2.4%):

 

County of Escambia Revenue, 0.44%, 7/1/22 (a)

   

11,000

     

11,000

   

County of Martin Revenue, 0.40%, 7/15/22, Continuously Callable @100 (a)

   

1,100

     

1,100

   
     

12,100

   

Georgia (1.7%):

 
Appling County Development Authority Revenue
0.56%, 9/1/29, Continuously Callable @100 (a)
   

800

     

800

   

0.56%, 9/1/41, Continuously Callable @100 (a)

   

5,100

     

5,100

   
Heard County Development Authority Revenue, 0.50%, 9/1/29,
Continuously Callable @100 (a)
   

200

     

200

   
The Burke County Development Authority Revenue, Series 1,
0.53%, 7/1/49, Continuously Callable @100 (a)
   

2,475

     

2,475

   
     

8,575

   

Illinois (3.8%):

 
Illinois Educational Facilities Authority Revenue (LOC — Huntington National Bank),
Series A, 0.57%, 10/1/32, Continuously Callable @100 (a)
   

14,165

     

14,165

   
Illinois Finance Authority Revenue (LOC — Huntington National Bank),
0.61%, 10/1/33, Continuously Callable @100 (a)
   

745

     

745

   
Metropolitan Pier & Exposition Authority Revenue (LIQ — Barclays Bank PLC),
Series 2015-XF1045, 0.55%, 6/15/52, Callable 6/15/22 @ 100 (a) (b)
   

4,355

     

4,355

   
     

19,265

   

Indiana (2.3%):

 
City of Berne Revenue (LOC — Federal Home Loan Bank of Indianapolis),
0.62%, 10/1/33, Continuously Callable @100 (a)
   

4,240

     

4,240

   
City of Evansville Revenue (LOC — Fifth Third Bank), 0.57%, 1/1/25,
Callable 4/15/22 @ 100 (a)
   

1,460

     

1,460

   
Indiana Finance Authority Revenue (LOC — Federal Home Loan
Bank of Indianapolis), 0.64%, 7/1/29, Continuously Callable @100 (a)
   

6,210

     

6,210

   
     

11,910

   

Iowa (4.1%):

 

County of Louisa Revenue, 0.59%, 10/1/24, Continuously Callable @100 (a)

   

200

     

200

   
Iowa Finance Authority Revenue
0.56%, 6/1/39, Continuously Callable @100 (a)
   

13,600

     

13,600

   

Series B, 0.56%, 9/1/36, Continuously Callable @100 (a)

   

6,763

     

6,763

   
     

20,563

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Kansas (4.7%):

 
City of Burlington Revenue
0.76%, 9/1/35, Continuously Callable @100 (a)
 

$

8,250

   

$

8,250

   

Series B, 0.76%, 9/1/35, Continuously Callable @100 (a)

   

4,200

     

4,200

   

City of St. Marys Revenue, 0.65%, 4/15/32, Continuously Callable @100 (a)

   

11,500

     

11,500

   
     

23,950

   

Kentucky (2.4%):

 
City of Georgetown Revenue (LOC — Fifth Third Bank), 0.57%, 11/15/29,
Callable 4/15/22 @ 100 (a)
   

10,735

     

10,735

   
Lexington-Fayette Urban County Government Revenue (LOC — Federal Home
Loan Bank of Cincinnati), 0.70%, 12/1/27, Callable 4/14/22 @ 100 (a)
   

1,495

     

1,495

   
     

12,230

   

Louisiana (6.1%):

 
City of New Orleans Revenue (LOC — Capital One, N.A.), 0.69%, 8/1/24,
Continuously Callable @100 (a)
   

2,475

     

2,475

   
Parish of St. James Revenue
Series A-1, 0.65%, 11/1/40, Continuously Callable @100 (a)
   

985

     

985

   

Series B-1, 0.68%, 11/1/40, Continuously Callable @100 (a)

   

22,650

     

22,650

   
St. Tammany Corp. Revenue (LOC — Federal Home Loan Bank of Dallas),
0.55%, 3/1/33, Continuously Callable @100 (a)
   

4,740

     

4,740

   
     

30,850

   

Maryland (1.6%):

 
Town of Williamsport Revenue (LOC — Manufacturers & Traders Trust Co.),
0.58%, 11/1/37 (a)
   

7,810

     

7,810

   

Michigan (0.4%):

 
Michigan Strategic Fund Revenue (LOC — Fifth Third Bank),
0.59%, 3/1/37, Continuously Callable @100 (a)
   

1,800

     

1,800

   

Mississippi (0.7%):

 
Mississippi Business Finance Corp. Revenue (LOC — Federal Home
Loan Bank of Dallas), 0.55%, 3/1/33, Continuously Callable @100 (a)
   

3,345

     

3,345

   

Missouri (4.0%):

 
Jackson County IDA Revenue (LOC — Commerce Bank, N.A.), 0.52%, 7/1/25,
Continuously Callable @100 (a)
   

20,000

     

20,000

   

Nebraska (0.6%):

 
County of Washington Revenue, Series B, 0.56%, 12/1/40,
Continuously Callable @100 (a)
   

3,000

     

3,000

   

New Hampshire (4.0%):

 
New Hampshire Business Finance Authority Revenue (LOC — Landesbank
Hessen-Thuringen), 0.56%, 9/1/30, Continuously Callable @100 (a)
   

19,990

     

19,990

   

New Mexico (1.0%):

 
New Mexico Hospital Equipment Loan Council Revenue (LOC — Fifth Third Bank),
0.62%, 7/1/25, Continuously Callable @100 (a)
   

5,000

     

5,000

   

New York (19.3%):

 

Allegany-Limestone Central School District, GO, 1.00%, 6/23/22

   

5,000

     

5,009

   
Binghamton City School District, GO
1.00%, 6/24/22
   

5,000

     

5,009

   

1.00%, 1/20/23

   

4,000

     

4,017

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Build NYC Resource Corp. Revenue (LOC — Toronto-Dominion Bank),
0.68%, 12/1/45, Continuously Callable @100 (a)
 

$

5,185

   

$

5,185

   

Canandaigua City School District, GO, 1.00%, 6/23/22

   

6,000

     

6,011

   
County of Chautauqua Industrial Development Agency Revenue
(LOC — Citizens Financial Group), Series A, 0.55%, 8/1/27,
Continuously Callable @100 (a)
   

1,365

     

1,365

   

County of St. Lawrence, GO, 1.00%, 7/7/22

   

6,000

     

6,012

   

Coxsackie-Athens Central School District, GO, 1.00%, 6/17/22

   

6,000

     

6,009

   

DeRuyter Central School District, GO, Series A, 1.00%, 6/30/22

   

2,000

     

2,004

   

Fillmore Central School District, GO, 1.00%, 6/23/22

   

5,000

     

5,009

   

Greenport Union Free School District, GO, 2.00%, 6/28/22

   

5,000

     

5,021

   
Guilderland Industrial Development Agency Revenue (LOC — Key Bank, N.A.),
Series A, 0.60%, 7/1/32, Continuously Callable @100 (a)
   

2,705

     

2,705

   

Lansing Central School District, GO, 1.00%, 6/28/22

   

4,817

     

4,827

   

Lewiston-Porter Central School District, GO, Series A, 1.00%, 7/13/22

   

4,850

     

4,861

   

Liverpool Central School District, GO, 1.00%, 9/23/22

   

4,048

     

4,064

   
New York City Capital Resources Corp. Revenue(LOC — Manufacturers &
Traders Trust Co.), 0.73%, 12/1/40, Continuously Callable @100 (a)
   

7,500

     

7,500

   
Onondaga County Industrial Development Agency Revenue (LOC — Manufacturers &
Traders Trust Co.), 0.58%, 12/1/31, Continuously Callable @100 (a)
   

4,790

     

4,790

   
Ramapo Housing Authority Revenue (LOC — Manufacturers &
Traders Trust Co.), 0.58%, 12/1/29, Continuously Callable @100 (a)
   

8,285

     

8,285

   
St. Lawrence County Industrial Development Agency Revenue
(LOC — Citizens Financial Group), 0.71%, 7/1/37 (a)
   

1,795

     

1,795

   

Walton Central School District, GO, 1.00%, 6/29/22

   

3,575

     

3,582

   

West Genesee Central School District, GO, Series B, 1.00%, 6/29/22

   

4,300

     

4,308

   
     

97,368

   

Ohio (0.3%):

 

County of Hamilton Revenue (LOC-Fifth Third Bank), 0.57%, 12/1/24 (a)

   

1,550

     

1,550

   

Oklahoma (5.8%):

 
Edmond Economic Development Authority Revenue (LOC — Bank of
Oklahoma, N.A.), Series A, 0.55%, 6/1/31, Callable 5/1/22 @ 100 (a)
   

4,900

     

4,900

   
Garfield County Industrial Authority Revenue, Series A,
0.64%, 1/1/25, Callable 5/4/22 @ 100 (a)
   

21,900

     

21,900

   
Muskogee Industrial Trust Revenue, Series A, 0.64%, 6/1/27,
Continuously Callable @100 (a)
   

2,000

     

2,000

   
     

28,800

   

Rhode Island (0.9%):

 
Rhode Island Commerce Corp. Revenue (LOC — Citizens Financial Group),
0.55%, 3/1/38, Callable 5/1/22 @ 100 (a)
   

3,210

     

3,210

   
Rhode Island Health and Educational Building Corp. Revenue
(LOC — Citizens Financial Group), 0.39%, 6/1/35, Callable 5/1/22 @ 100 (a)
   

1,645

     

1,645

   
     

4,855

   

Tennessee (6.0%):

 
Chattanooga Health Educational & Housing Facility Board Revenue,
Series C, 0.60%, 5/1/39, Continuously Callable @100 (a)
   

23,700

     

23,700

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Metropolitan Government Nashville & Davidson County Health &
Educational Facilities Board Revenue (LOC — Fifth Third Bank),
0.57%, 12/1/24, Callable 4/15/22 @ 100 (a)
 

$

6,535

   

$

6,535

   
     

30,235

   

Texas (7.9%):

 
Port of Arthur Navigation District Industrial Development Corp. Revenue,
Series A, 0.55%, 12/1/40, Callable 5/2/22 @ 100 (a)
   

16,000

     

16,000

   
Port of Port Arthur Navigation District Revenue
0.78%, 11/1/40, Continuously Callable @100 (a)
   

4,000

     

4,000

   

Series A, 0.51%, 4/1/40, Continuously Callable @100 (a)

   

10,150

     

10,150

   

Series B, 0.51%, 4/1/40, Continuously Callable @100 (a)

   

9,525

     

9,525

   

Series C, 0.54%, 4/1/40, Continuously Callable @100 (a)

   

100

     

100

   
     

39,775

   

Utah (2.0%):

 
Utah Housing Corp. Revenue (LIQ — Deutsche Bank A.G.),
Series 2019-XF1081, 0.76%, 3/1/62, Callable 2/1/31 @ 100 (a) (b)
   

9,900

     

9,900

   

Virginia (1.6%):

 
Loudoun County Economic Development Authority Revenue, Series E,
0.48%, 2/15/38, Callable 5/2/22 @ 100 (a)
   

7,995

     

7,995

   

Washington (1.5%):

 
Washington Higher Education Facilities Authority Revenue, 0.52%,
10/1/31, Callable 5/4/22 @ 100 (a)
   

7,485

     

7,485

   

Total Municipal Bonds (Cost $464,426)

   

464,426

   

Municipal Commercial Paper (7.0%)

 

Houston Texas, 0.42%, 4/5/22

   

20,000

     

20,000

   

University of Texas, 0.50%, 5/17/22

   

15,000

     

15,000

   

Total Municipal Commercial Paper (Cost $35,000)

   

35,000

   

Total Investments (Cost $499,426) — 99.4%

   

499,426

   

Other assets in excess of liabilities — 0.6%

   

2,924

   

NET ASSETS — 100.00%

 

$

502,350

   

(a)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of March 31, 2022, the fair value of these securities was $14,255 thousands and amounted to 2.8% of net assets.

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

LOC — Letter of Credit

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.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

 


11


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Money Market Fund
 

Assets:

 

Investments, at value (Cost $499,426)

 

$

499,426

   

Cash

   

2,554

   

Receivables:

 

Interest

   

631

   

Capital shares issued

   

249

   

From Adviser

   

227

   

Prepaid expenses

   

17

   

Total Assets

   

503,104

   

Liabilities:

 

Payables:

 

Distributions

   

(a)

 

Capital shares redeemed

   

470

   

Accrued expenses and other payables:

 

Investment advisory fees

   

119

   

Administration fees

   

42

   

Custodian fees

   

6

   

Transfer agent fees

   

64

   

Compliance fees

   

(a)

 

Trustees' fees

   

1

   

Other accrued expenses

   

52

   

Total Liabilities

   

754

   

Net Assets:

 

Capital

   

502,327

   

Total accumulated earnings

   

23

   

Net Assets

 

$

502,350

   

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

   

502,319

   

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

 

$

1.00

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA Tax Exempt
Money Market Fund
 

Investment Income:

 

Interest

 

$

876

   

Total Income

   

876

   

Expenses:

 

Investment advisory fees

   

1,465

   

Administration fees

   

523

   

Sub-Administration fees

   

5

   

Custodian fees

   

20

   

Transfer agent fees

   

785

   

Trustees' fees

   

49

   

Compliance fees

   

4

   

Legal and audit fees

   

45

   

State registration and filing fees

   

53

   

Other expenses

   

91

   

Total Expenses

   

3,040

   

Expenses waived/reimbursed by Adviser

   

(2,216

)

 

Net Expenses

   

824

   

Net Investment Income

   

52

   

Realized Gains from Investments:

 

Net realized gains from investment securities

   

24

   

Net realized gains on investments

   

24

   

Change in net assets resulting from operations

 

$

76

   

See notes to financial statements.

 


13


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Tax Exempt
Money Market Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income

 

$

52

   

$

767

   

Net realized gains

   

24

     

   

Change in net assets resulting from operations

   

76

     

767

   

Change in net assets resulting from distributions to shareholders

   

(52

)

   

(988

)

 

Change in net assets resulting from capital transactions

   

(59,689

)

   

(783,392

)

 

Change in net assets

   

(59,665

)

   

(783,613

)

 

Net Assets:

 

Beginning of period

   

562,015

     

1,345,628

   

End of period

 

$

502,350

   

$

562,015

   

Capital Transactions:

 

Proceeds from shares issued

 

$

109,591

   

$

268,164

   

Distributions reinvested

   

51

     

967

   

Cost of shares redeemed

   

(169,331

)

   

(1,052,523

)

 

Change in net assets resulting from capital transactions

 

$

(59,689

)

 

$

(783,392

)

 

Share Transactions:

 

Issued

   

109,591

     

268,164

   

Reinvested

   

51

     

967

   

Redeemed

   

(169,331

)

   

(1,052,523

)

 

Change in Shares

   

(59,689

)

   

(783,392

)

 

See notes to financial statements.

 


14


 

This page is intentionally left blank.

 


15


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA Tax Exempt Money Market Fund

     
Year Ended March 31:
2022
 

$

1.00

     

(a)(b)

   

(b)

   

(b)

   

(b)

   

   

2021

 

$

1.00

     

(a)(b)

   

     

(b)

   

(b)

   

(b)

 

2020

 

$

1.00

     

0.01

(a)

   

(b)

   

0.01

     

(0.01

)

   

   

2019

 

$

1.00

     

0.01

     

(b)

   

0.01

     

(0.01

)

   

   

2018

 

$

1.00

     

0.01

     

(b)

   

0.01

     

(0.01

)

   

   

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through 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.

†  Does not include acquired fund fees and expenses, if any.

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

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

(c)  Includes impact of voluntary waiver. Without this voluntary waiver, the net expense ratio would have been 0.40% higher.

(d)  Prior to August 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield.

See notes to financial statements.

 


16


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

  Supplemental
Data
 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*
  Net
Expenses^†
  Net
Investment
Income
  Gross
Expenses†
  Net Assets,
End of
Period
(000's)
 

USAA Tax Exempt Money Market Fund

 
Year Ended March 31:
2022
   

(b)

 

$

1.00

     

0.01

%

   

0.16

%(c)

   

0.01

%

   

0.58

%

 

$

502,350

   

2021

   

(b)

 

$

1.00

     

0.10

%

   

0.35

%

   

0.11

%

   

0.57

%

 

$

562,015

   

2020

   

(0.01

)

 

$

1.00

     

1.05

%

   

0.56

%

   

1.04

%

   

0.56

%

 

$

1,345,628

   

2019

   

(0.01

)

 

$

1.00

     

1.05

%

   

0.56

%

   

1.04

%

   

0.56

%

 

$

1,598,214

   

2018

   

(0.01

)

 

$

1.00

     

0.51

%(d)

   

0.56

%(d)

   

0.50

%

   

0.56

%

 

$

1,761,649

   

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Tax Exempt Money Market Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a retail money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act and as a retail money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Trust's Board of Trustees (the "Board") to impose a liquidity fee or to temporarily suspend redemptions from the Fund (impose 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

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

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

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

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

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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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.

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 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.

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.

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:

The Fund intends 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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

the year ended March 31, 2022, 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)
 
$

69,615

   

$

37,700

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

The Fund's Investment Adviser fee is accrued daily and paid monthly at an annualized rate of 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2022, are reflected on the Statement of Operations as Investment advisory fees.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also 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 of the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, are reflected on the Statement of Operations as Compliance fees.

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. Transfer agent fees for the Fund are paid monthly based on a fee accrued daily at an annualized rate of 0.15% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits 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 limit. As of March 31, 2022, the expense limit (excluding voluntary waivers) was 0.56%.

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 Adviser 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 of 0.56%. 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 of 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 

$

19

   

$

1,557

   

$

2,216

   

$

3,792

   

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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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.

Credit Risk — Credit risk is expected to be low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that an issuer will fail to make timely interest and principal payments on its securities or that negative perceptions of the issuer's ability to make such payments will cause the price of that security to decline.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors.

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.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

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 year ended March 31, 2022, 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 London Interbank Offered Rate ("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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

6. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 
Distributions
Paid From
 
 
Distributions Paid From
 
 

Tax-
Exempt
Income
 
Total
Distributions
Paid
 
Ordinary
Income
  Net
Long-Term
Capital
Gains
  Tax-
Exempt
Income
  Total
Distributions
Paid
 
$

52

   

$

52

   

$

75

   

$

101

   

$

812

   

$

988

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Ordinary
Income
  Undistributed
Tax-Exempt
Income
  Undistributed
Long-Term
Capital Gains
  Distributions
Payable
  Total
Accumulated
Earnings
(Loss)
 
$

2

   

$

4

   

$

21

   

$

(4

)

 

$

23

   

As of March 31, 2022, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

499,426

   

$

   

$

   

$

   
 


23


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Money Market Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Money Market Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


24


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

                 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


25


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


26


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


27


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

                 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


28


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

             
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


29


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account Value
3/31/22
  Hypothetical
Ending
Account Value
3/31/22
  Actual
Expenses Paid
During Period
10/1/21-3/31/22*
  Hypothetical
Expenses Paid
During Period
10/1/21-3/31/22*
  Annualized
Expense Ratio
During Period
10/1/21-3/31/22
 
$

1,000.00

   

$

1,000.10

   

$

1,024.03

   

$

0.90

   

$

0.91

     

0.18

%

 

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

 


30


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

 

 Tax
Exempt
Distributions
 
   

$

52

   
 


31


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Money Market Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


32


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-year period ended September 30, 2021, and was below the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended September 30, 2021. The Board noted the relatively narrow range of returns of the funds in the Fund's peer group.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for

 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


34


 

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

 

www.vcm.com

  (800) 235-8396  

40859-0522


 

March 31, 2022

Annual Report

USAA Target 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    10    

Statement of Operations

    11    

Statements of Changes in Net Assets

    12    

Financial Highlights

    14    

Notes to Financial Statements

   

16

   
Report of Independent
Registered Public Accounting Firm
   

26

   

Supplemental Information (Unaudited)

   

27

   

Trustee and Officer Information

    27    

Proxy Voting and Portfolio Holdings Information

    32    

Expense Example

    32    

Additional Federal Income Tax Information

    33    

Advisory Contract Renewal

    34    

Liquidity Risk Management Program

    37    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Target Managed Allocation Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

At the start of the reporting period, equity markets consolidated, and interest rates leveled off after large upswings during the second quarter of 2021. With strong first quarter gross domestic product and corporate earnings growth in the rearview mirror, investors seemed to be contemplating their next move. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation data increased as the economy reopened more quickly than expected. The U.S. Federal Reserve (the "Fed") maintained that inflationary pressure is transitory but could become more persistent. The inflationary environment was a key metric moving into the second half of the year. The financial markets produced broadly flat returns in the third quarter. Conditions were initially supportive in July and August thanks to positive economic data and continued strength in corporate earnings. The picture changed in September, however, as investors began to focus on risk factors such as supply chain disruptions and rising inflation. In addition, the Fed indicated that it may begin tapering its stimulative quantitative easing policy — a development investors took as an indication that the first interest-rate increases may be on the way in 2022. News flow from overseas also took a negative turn in September, with the emergence of energy shortages in Europe and worries that the debt problems of Chinese property developer Evergrande could have a broader, systemic effect on China's economy.

Despite a number of headwinds due to sentiment, U.S. equities posted solid gains in the fourth quarter of 2021 as reflected in the 11.03% return for the bellwether S&P 500 Index. The markets faced a shift in Fed policy as persistent inflation driven by supply chain issues and rising commodity prices led the central bank to announce and subsequently accelerate the tapering of its bond purchases that have helped keep longer-term borrowing costs low. In addition, the Fed began to signal the likelihood of two or more hikes in its benchmark overnight lending rate in 2022, representing a moving forward of the prior timetable. Prolonged negotiations over President Biden's Build Back Better spending bill put into question a source of anticipated fiscal stimulus. Finally, investors had to contend with the rapid emergence and spread of the Omicron variant of COVID-19, which threatened a new wave of lockdowns. Nonetheless, most major U.S. equity indices closed 2021 at or near all-time highs, supported by robust corporate profits and investor inflows given fixed income yields that remained unattractive.

At the end of the reporting period, the Russian invasion of Ukraine added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish Fed, and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500 also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle it is our view that, the markets will remain focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

 


4


 

USAA Mutual Funds Trust

USAA Target Managed Allocation Fund (continued)

Manager's Commentary (continued)

•  How did the USAA Target Managed Allocation Fund (the "Fund") perform during the reporting period?

For the reporting period ended March 31, 2022, the Fund had a total return (at net asset value) of 12.85%. This compares to total returns of 7.28% for the MSCI All-Country World Index and -4.23% for the Bloomberg U.S. Universal Index.

•  What strategies did you employ during the reporting period?

USAA Mutual Funds Trust offers five funds in the Target Retirement Series, each of which has a different strategic asset allocation based on investors' risk tolerance and time horizon. Depending on our continuous assessment of market opportunities and risks, we apply tactical asset allocation decisions by overweighting or underweighting the various asset classes in each fund versus our respective strategic allocations. The Target Managed Allocation Fund allows us to make allocation changes to the Target Retirement Series more quickly and with less disruption to the underlying funds in the portfolios. We primarily use exchange-traded funds ("ETFs") and futures to implement our asset allocation views since they are highly liquid vehicles that allow us to apply our decisions more quickly and efficiently than investing in individual securities.

The Fund held higher than average positions in alternative asset classes, commodities and real estate investment trusts. These positions contributed positively to performance as real estate markets continued to recover and investors' concern around the global pandemic shifted to uncertainty around inflation. A substantial portion of the portfolio was invested in U.S. large-cap and Canadian equities, which outperformed the broader global equity markets. Smaller positions in U.S. small-cap and emerging markets equities detracted from performance over the time period.

The Fund also employs a tactically oriented equity futures strategy designed to provide incremental return on top of the underlying ETF positions. This strategy contributed positively over the time period. Long positions in futures tracking U.S. large-cap, Canadian, and Swiss equities provided value. A short position in futures tracking the U.K. equity market detracted from performance.

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

 


5


 

USAA Mutual Funds Trust

USAA Target Managed Allocation Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

INCEPTION DATE

 

8/7/15

 

 

 

 

 
   
Net Asset Value
  MSCI All-Country
World Index1
  Bloomberg U.S.
Universal Index2
 

One Year

   

12.85

%

   

7.28

%

   

–4.23

%

 

Five Year

   

10.45

%

   

11.64

%

   

2.31

%

 

Since Inception

   

8.91

%

   

10.18

%

   

2.42

%

 

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

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

USAA Target Managed Allocation Fund — Growth of $10,000

*Inception Date for the Target Managed Allocation Fund is 8/7/15.

1The MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Bloomberg U.S. Universal Bond Index is comprised of U.S. dollar-denominated, taxable bonds that are related investment grade or below investment grade. This index does not include the effect of sales charges, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA Target Managed Allocation Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to maximize total return primarily through capital appreciation.

Asset Allocation*:

March 31, 2022

(% 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%.

 


7


 
USAA Mutual Funds Trust
USAA Target Managed Allocation Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

 

Shares

 

Value

 

Exchange-Traded Funds (99.3%)

 

iShares Core U.S. REIT ETF (a)

   

300,627

   

$

19,436

   

iShares MSCI Canada ETF (b)

   

2,477,646

     

99,626

   

JPMorgan BetaBuilders Canada ETF

   

360,675

     

25,298

   

JPMorgan BetaBuilders MSCI U.S. REIT ETF

   

108,649

     

11,560

   

SPDR Gold Shares ETF (c)

   

138,933

     

25,098

   

U.S. Oil Fund LP ETF (b) (c)

   

252,445

     

18,711

   

VanEck Vectors Gold Miners ETF

   

336,386

     

12,901

   

Vanguard FTSE All-World ex-U.S. ETF

   

1,450,041

     

83,508

   

Vanguard Real Estate ETF (b)

   

293,432

     

31,799

   

Vanguard S&P 500 ETF (a)

   

193,392

     

80,291

   

Vanguard Total Stock Market ETF (a) (b)

   

475,171

     

108,182

   

Total Exchange-Traded Funds (Cost $469,750)

   

516,410

   

Collateral for Securities Loaned (7.4%)^

 

Goldman Sachs Financial Square Government Fund Institutional Shares, 0.26% (d)

   

16,206,895

     

16,207

   

HSBC U.S. Government Money Market Fund I Shares, 0.28% (d)

   

1,029,736

     

1,030

   

Invesco Government & Agency Portfolio, Institutional Shares, 0.26% (d)

   

21,410,627

     

21,410

   

Total Collateral for Securities Loaned (Cost $38,647)

   

38,647

   

Total Investments (Cost $508,397) — 106.7%

   

555,057

   

Liabilities in excess of other assets — (6.7)%

   

(34,696

)

 

NET ASSETS — 100.00%

 

$

520,361

   

At March 31, 2022, the Fund's investments in foreign securities were 40.1% of net assets.

^  Purchased with cash collateral from securities on loan.

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

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

(c)  Non-income producing security.

(d)  Rate disclosed is the daily yield on March 31, 2022.

ETF — Exchange-Traded Fund

LP — Limited Partnership

REIT — Real Estate Investment Trust

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Target Managed Allocation Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

Futures Contracts Purchased

 

(Amounts not in thousands)

 
    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

E-Mini Russell 2000 Index Futures

   

310

   

6/20/22

 

$

31,663,950

   

$

32,029,200

   

$

365,250

   

E-Mini S&P 500 Futures

   

446

   

6/20/22

   

93,499,025

     

101,035,725

     

7,536,700

   
S&P/Toronto Stock Exchange 60 Index
Futures
   

195

   

6/16/22

   

40,269,579

     

41,093,520

     

823,941

   
   

$

8,725,891

   

Futures Contracts Sold

 

(Amounts not in thousands)

 
    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

Asx Spi 200 Index Futures

   

340

   

6/16/22

 

$

44,942,153

   

$

47,557,828

   

$

(2,615,675

)

 

Euro Stoxx 50 Futures

   

1,480

   

6/20/22

   

59,697,214

     

62,583,400

     

(2,886,186

)

 

Hang Seng Index Futures

   

125

   

4/28/22

   

17,314,689

     

17,545,959

     

(231,270

)

 

Tokyo Price Index Futures

   

297

   

6/09/22

   

44,166,028

     

47,495,112

     

(3,329,084

)

 
   

$

(9,062,215

)

 

Total unrealized appreciation

 

$

8,725,891

   

Total unrealized depreciation

   

(9,062,215

)

 

Total net unrealized appreciation (depreciation)

 

$

(336,324

)

 

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Target Managed
Allocation Fund
 

Assets:

 

Investments, at value (Cost $508,397)

 

$

555,057

(a)

 

Cash

   

35,848

   

Deposit with broker for futures contracts

   

4,066

   

Receivables:

 

Dividends

   

22

   

Investments sold

   

9,278

   

Variation margin on open futures contracts

   

1,357

   

Prepaid expenses

   

3

   

Total Assets

   

605,631

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

38,647

   

Investments purchased

   

44,128

   

Variation margin on open futures contracts

   

2,178

   

Accrued expenses and other payables:

 

Investment advisory fees

   

222

   

Administration fees

   

22

   

Custodian fees

   

5

   

Transfer agent fees

   

22

   

Compliance fees

   

(b)

 

Trustees' fees

   

1

   

Other accrued expenses

   

45

   

Total Liabilities

   

85,270

   

Net Assets:

 

Capital

   

468,831

   

Total accumulated earnings/(loss)

   

51,530

   

Net Assets

 

$

520,361

   

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

   

48,382

   

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

 

$

10.76

   

(a)  Includes $37,374 thousands 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.

 


10


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA Target Managed
Allocation Fund
 

Investment Income:

 

Dividends

 

$

9,087

   

Securities lending (net of fees)

   

208

   

Total Income

   

9,295

   

Expenses:

 

Investment advisory fees

   

2,721

   

Administration fees

   

272

   

Sub-Administration fees

   

21

   

Custodian fees

   

22

   

Transfer agent fees

   

272

   

Trustees' fees

   

49

   

Compliance fees

   

4

   

Legal and audit fees

   

39

   

State registration and filing fees

   

1

   

Interfund lending fees

   

2

   

Interest fees

   

69

   

Other expenses

   

56

   

Total Expenses

   

3,528

   

Net Investment Income (Loss)

   

5,767

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

67,724

   

Net realized gains (losses) from foreign currency transactions

   

101

   

Net realized gains (losses) from futures contracts

   

11,599

   

Net change in unrealized appreciation/depreciation on investment securities

   

(15,867

)

 
Net change in unrealized appreciation/depreciation on foreign
currency translations
   

(222

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

(2,880

)

 

Net realized/unrealized gains (losses) on investments

   

60,455

   

Change in net assets resulting from operations

 

$

66,222

   

See notes to financial statements.

 


11


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Target Managed
Allocation Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

5,767

   

$

4,877

   

Net realized gains (losses)

   

79,424

     

81,493

   

Net change in unrealized appreciation/depreciation

   

(18,969

)

   

96,986

   

Change in net assets resulting from operations

   

66,222

     

183,356

   

Change in net assets resulting from distributions to shareholders

   

(121,136

)

   

(30,747

)

 

Change in net assets resulting from capital transactions

   

45,662

     

(69,612

)

 

Change in net assets

   

(9,252

)

   

82,997

   

Net Assets:

 

Beginning of period

   

529,613

     

446,616

   

End of period

 

$

520,361

   

$

529,613

   

Capital Transactions:

 

Proceeds from shares issued

 

$

   

$

1,065

   

Distributions reinvested

   

121,136

     

30,747

   

Cost of shares redeemed

   

(75,474

)

   

(101,424

)

 

Change in net assets resulting from capital transactions

 

$

45,662

   

$

(69,612

)

 

Share Transactions:

 

Issued

   

     

94

   

Reinvested

   

11,133

     

2,654

   

Redeemed

   

(6,061

)

   

(9,179

)

 

Change in Shares

   

5,072

     

(6,431

)

 

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)
  Total from
Investment
Activities
  Net
Investment
Income
  Net
Realized
Gains From
Investments
 

USAA Target Managed Allocation Fund

 
Year Ended:
March 31,2022
 

$

12.23

     

0.13

(a)

   

1.44

     

1.57

     

(0.13

)

   

(2.91

)

 

March 31,2021

 

$

8.98

     

0.11

(a)

   

3.84

     

3.95

     

(0.09

)

   

(0.61

)

 

March 31,2020

 

$

10.26

     

0.20

(a)

   

(0.96

)

   

(0.76

)

   

(0.22

)

   

(0.30

)

 

March 31,2019

 

$

11.22

     

0.17

     

(0.10

)

   

0.07

     

(0.15

)

   

(0.88

)

 

March 31,2018

 

$

10.46

     

0.16

     

0.73

     

0.89

     

(0.13

)

   

(d)

 

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

†  Does not include acquired fund fees and expenses, if any.

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

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

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

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

See notes to financial statements.

 


14


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Target Managed Allocation Fund

 
Year Ended:
March 31,2022
   

(3.04

)

 

$

10.76

     

12.85

%

   

0.65

%

   

1.06

%

   

0.65

%

 

$

520,361

     

152

%(b)

 

March 31,2021

   

(0.70

)

 

$

12.23

     

44.39

%

   

0.64

%

   

0.96

%

   

0.64

%

 

$

529,613

     

202

%(b)

 

March 31,2020

   

(0.52

)

 

$

8.98

     

(8.20

)%

   

0.64

%

   

1.88

%

   

0.64

%

 

$

446,616

     

298

%(c)

 

March 31,2019

   

(1.03

)

 

$

10.26

     

1.32

%

   

0.65

%

   

1.83

%

   

0.65

%

 

$

512,207

     

195

%(c)

 

March 31,2018

   

(0.13

)

 

$

11.22

     

8.48

%

   

0.65

%

   

1.50

%

   

0.65

%

 

$

487,599

     

75

%

 

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Target Managed Allocation Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund is not offered for sale directly to the general public and is available currently for investment only to other USAA Mutual Funds participating in a fund-of-funds investment strategy, or to other persons or legal entities that the Fund may approve from time to time.

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 U.S. Generally Accepted Accounting Principles ("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

 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of March 31, 2022, 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

 

$

516,410

   

$

   

$

   

$

516,410

   

Collateral for Securities Loaned

   

38,647

     

     

     

38,647

   

Total

 

$

555,057

   

$

   

$

   

$

555,057

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

8,726

   

$

   

$

   

$

8,726

   

Liabilities:

 

Futures Contracts

 

$

(9,062

)

 

$

   

$

   

$

(9,062

)

 

Total

 

$

(336

)

 

$

   

$

   

$

(336

)

 

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

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 the ETF is 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.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the year ended March 31, 2022, 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 March 31, 2022 (amounts in thousands):

   

Assets

 

Liabilities

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

Equity Risk Exposure

 

$

8,726

   

$

9,062

   

*  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.

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended March 31, 2022 (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

 

$

11,599

   

$

(2,880

)

 

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.

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 effectively does not have 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 repledged, except to satisfy borrower default.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of March 31, 2022.

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

37,374

   

$

   

$

38,647

   

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 are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions 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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.

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 year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

810,207

   

$

870,686

   
 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 www.vcm.com. The financial statements of the underlying funds can be found in shareholder reports filed with the Securities and Exchange Commission (SEC) by each such underlying fund semi-annually on Form N-CSR and are available for download from both the SEC's as well as each respective underlying fund's website.

As of March 31, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

1.2

   

USAA Cornerstone Equity Fund

   

2.9

   

USAA Target Retirement Income Fund

   

7.6

   

USAA Target Retirement 2030 Fund

   

23.7

   

USAA Target Retirement 2040 Fund

   

36.3

   

USAA Target Retirement 2050 Fund

   

24.7

   

USAA Target Retirement 2060 Fund

   

3.6

   

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 fees accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2022, are reflected on the Statement of Operations as Investment advisory fees.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also 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 of the Fund Shares. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 year ended March 31, 2022, 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 fees for the Fund are paid monthly based on a fee accrued daily at an annualized rate of 0.05% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits 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 March 31, 2022, the expense limit (excluding voluntary waivers) was 0.65%.

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 Adviser 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 March 31, 2022, there are no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

6. 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 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 market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Derivatives Risk — The use of derivative instruments, such as futures contracts and credit default swaps, exposes the Fund to additional risks and transaction costs. Risks of derivative instruments include: (1) the risk that interest rates, securities prices, asset values, and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, assets, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Fund's initial investment in that instrument (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, which could leave the Fund worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences.

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

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended March 31, 2022, 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 London Interbank Offered Rate ("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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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 reflected on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2022, were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
March 31, 2022
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
  Borrower    

$

   

$

23,411

     

6

     

0.56

%

 

$

29,682

   

*  For the year ended March 31, 2022, 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.

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

As of March 31, 2022, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total
Accumulated
Earnings/(Loss)
 

Capital

 
$

(6,309

)

 

$

6,309

   

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

Year Ended March 31, 2022

 

Year Ended March 31, 2021

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

$

63,650

   

$

57,486

   

$

121,136

   

$

22,170

   

$

8,577

   

$

30,747

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

15,813

   

$

2,629

   

$

18,442

   

$

33,088

   

$

51,530

   

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

As of March 31, 2022, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments, including derivatives, were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

516,655

   

$

38,440

   

$

(5,352

)

 

$

33,088

   
 


25


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Target Managed Allocation Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Target Managed Allocation Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


26


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 

Jefferson C. Boyce (September 1957)

 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


27


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


28


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


29


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


30


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

 
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


31


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account Value
3/31/22
  Hypothetical
Ending
Account Value
3/31/22
  Actual
Expenses Paid
During Period
10/1/21-3/31/22*
  Hypothetical
Expenses Paid
During Period
10/1/21-3/31/22*
  Annualized
Expense Ratio
During Period
10/1/21-3/31/22
 
$

1,000.00

   

$

1,084.20

   

$

1,021.74

   

$

3.33

   

$

3.23

     

0.64

%

 

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

 


32


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

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

60,166

   

$

58,942

   
 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Target Managed Allocation Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


34


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three- and five-year periods ended September 30, 2021.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with

 


35


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


36


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


37


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

www.vcm.com

  (800) 235-8396  

98358-0522


 

March 31, 2022

Annual Report

USAA Tax Exempt Long-Term 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    29    

Statement of Operations

    30    

Statements of Changes in Net Assets

    31    

Financial Highlights

    34    

Notes to Financial Statements

   

36

   
Report of Independent
Registered Public Accounting Firm
   

45

   

Supplemental Information (Unaudited)

   

46

   

Trustee and Officer Information

    46    

Proxy Voting and Portfolio Holdings Information

    51    

Expense Examples

    51    

Additional Federal Income Tax Information

    52    

Advisory Contract Renewal

    53    

Liquidity Risk Management Program

   

56

 

 

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,

USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Tax Exempt Long-Term Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds, as measured by the Bloomberg Municipal Bond Index, generated negative returns during the 12-month reporting period ended March 31, 2022, due largely to rising municipal bond yields in the last quarter of the fiscal year. (Bond prices and yields move in opposite directions.)

The reporting period began with the municipal market fighting the headwinds of potentially higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers. During the first three quarters of the fiscal year, the Bloomberg Municipal Bond Index returned 1.87%.

The municipal market turned meaningfully negative in the first quarter of 2022. The Bloomberg Municipal Bond Index returned -6.23% for the quarter. The negative returns were driven by a material increase in Treasury and AAA Municipal Bond yields. These rates rose significantly in response to the U.S. Federal Reserve's initiation of monetary tightening. Negative returns were also driven by significant outflows of assets from municipal bond mutual funds.

At the end of the reporting period, the yield on the Bloomberg Municipal Bond Index was 2.60%, which was notably higher than at the start of the fiscal year (1.18% on March 31, 2021). While the increase in rates detracted from performance during this fiscal year, we believe the higher rates should drive higher returns over the long-term.

•  How did the USAA Tax Exempt Long-Term Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended March 31, 2022, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of -3.15%, -3.16%, and -3.33%, respectively, versus an average return of -4.30% amongst the funds in the Lipper General & Insured Municipal Debt Funds category. This compares to returns of -4.08% for the Lipper General & Insured Municipal Debt Funds Index and -4.47% for the Bloomberg Municipal Bond Index.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in

 


4


 

USAA Mutual Funds Trust

USAA Tax Exempt Long-Term Fund (continued)

Manager's Commentary (continued)

volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

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

 


5


 

USAA Mutual Funds Trust

USAA Tax Exempt Long-Term Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

 

Class A

         

INCEPTION DATE

 

3/19/82

 

6/29/20

 

8/1/10

         
    Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Bloomberg
Municipal
Bond Index1
  Lipper
General &
Insured
Municipal
Debt Funds
Index2
 

One Year

   

–3.15

%

   

–3.16

%

   

–3.33

%

   

–5.54

%

   

–4.47

%

   

–4.08

%

 

Five Year

   

2.89

%

   

NA

     

2.68

%

   

2.22

%

   

2.52

%

   

2.78

%

 

Ten Year

   

3.34

%

   

NA

     

3.06

%

   

2.82

%

   

2.88

%

   

3.21

%

 

Since Inception

   

NA

     

0.79

%

   

NA

     

NA

     

NA

     

NA

   

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

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

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

USAA Tax Exempt Long-Term Fund — Growth of $10,000

1The Bloomberg Municipal Bond Index is generally considered to be representative of the municipal bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The unmanaged Lipper General & Insured Municipal Debt Funds Index measures the Fund's performance to that of the Lipper General & Insured Municipal Debt Funds category. This index does not include the effect of sales charges, commmissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide interest income that is exempt from federal income tax.

Top 10 Industries:

March 31, 2022

(% of Net Assets)

Medical

   

20.1

%

 

General

   

14.7

%

 

Nursing Homes

   

10.8

%

 

Transportation

   

8.8

%

 

School District

   

7.5

%

 

Higher Education

   

7.1

%

 

Education

   

6.4

%

 

General Obligation

   

6.0

%

 

Development

   

4.0

%

 

Water

   

3.2

%

 

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

 


7


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (98.9%)

 

Alabama (1.3%):

 
DCH Healthcare Authority Revenue, Series A, 4.00%, 6/1/51,
Continuously Callable @100
 

$

4,000

   

$

4,169

   
Homewood Educational Building Authority Revenue
5.00%, 12/1/47, Continuously Callable @100
   

4,500

     

4,913

   

Series A, 4.00%, 12/1/51, Continuously Callable @100

   

3,000

     

3,156

   
Montgomery Medical Clinic Board Revenue, 5.00%, 3/1/36, Continuously
Callable @100
   

1,750

     

1,850

   

The Lower Alabama Gas District Revenue, Series A, 5.00%, 9/1/46

   

11,500

     

13,467

   
     

27,555

   

Alaska (0.1%):

 
Northern Tobacco Securitization Corp. Revenue, Series A, 4.00%, 6/1/50,
Continuously Callable @100
   

1,000

     

1,002

   

Arizona (2.1%):

 
Arizona Health Facilities Authority Revenue, 2.36% (MUNIPSA+185bps), 2/1/48,
(Put Date 2/1/23) (a) (b)
   

5,000

     

5,060

   
Arizona IDA Revenue
5.00%, 7/1/52, Continuously Callable @100
   

1,725

     

1,889

   

Series A, 4.00%, 7/1/51, Continuously Callable @100

   

1,000

     

977

   
City of Phoenix Civic Improvement Corp. Revenue (INS — National Public
Finance Guarantee Corp.)
Series B, 5.50%, 7/1/29
   

1,000

     

1,183

   

Series B, 5.50%, 7/1/30

   

1,500

     

1,801

   
Maricopa County IDA Revenue
5.00%, 7/1/47, Continuously Callable @100
   

1,600

     

1,676

   

Series A, 4.00%, 7/1/56, Continuously Callable @100

   

1,000

     

1,056

   
Pinal County Electric District No. 3 Revenue, 4.00%, 7/1/41, Continuously
Callable @100
   

10,000

     

10,405

   

Tempe IDA Revenue, 4.00%, 12/1/46, Continuously Callable @102

   

2,500

     

2,399

   
The City of Phoenix IDA Revenue
5.00%, 7/1/41, Continuously Callable @100
   

1,200

     

1,248

   

5.00%, 7/1/42, Continuously Callable @100

   

1,250

     

1,368

   

5.00%, 7/1/44, Continuously Callable @100

   

6,000

     

6,160

   
The IDA of the County of Pima Revenue, 4.00%, 6/15/51, Continuously
Callable @100 (c)
   

2,500

     

2,287

   
The Pima County IDA Revenue
4.00%, 9/1/29, Continuously Callable @100
   

3,000

     

3,052

   

5.00%, 6/15/52, Continuously Callable @100 (c)

   

2,000

     

2,010

   
The Prima County IDA Revenue, Series A, 4.50%, 6/1/30, Continuously
Callable @100
   

2,685

     

2,696

   

The Yavapai County IDA Revenue, 4.00%, 8/1/43, Continuously Callable @100

   

1,725

     

1,795

   
     

47,062

   

Arkansas (0.2%):

 
Arkansas Development Finance Authority Revenue (INS — AMBAC Assurance Corp.)
7/1/28 (d)
   

1,000

     

841

   

7/1/29 (d)

   

1,165

     

948

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

7/1/30 (d)

 

$

1,150

   

$

902

   

7/1/36 (d)

   

2,500

     

1,520

   
     

4,211

   

California (6.0%):

 
California Health Facilities Financing Authority Revenue, 5.00%, 11/15/56,
Continuously Callable @100
   

1,000

     

1,095

   
California State Public Works Board Revenue
5.00%, 6/1/31, Continuously Callable @100
   

2,950

     

3,053

   

Series B, 5.00%, 10/1/39, Continuously Callable @100

   

3,500

     

3,717

   
California Statewide Communities Development Authority Revenue
(LIQ — Deutsche Bank A.G.)
 

Series DBE-8052, 0.91%, 4/1/52, Callable 5/13/22 @ 100 (c) (e)

   

3,245

     

3,245

   

Series DBE-8065, 0.91%, 11/1/52, Callable 6/13/22 @ 100 (c) (e)

   

10,000

     

10,000

   
Cerritos Community College District, GO
Series D, 8/1/31 (d)
   

1,000

     

774

   

Series D, 8/1/32 (d)

   

2,500

     

1,865

   

Series D, 8/1/33 (d)

   

2,175

     

1,565

   

Series D, 8/1/34 (d)

   

1,000

     

694

   

Series D, 8/1/35 (d)

   

1,500

     

1,004

   

Series D, 8/1/36 (d)

   

2,200

     

1,423

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.91%, 12/1/52, Callable 5/13/22 @ 100 (c) (e)
   

13,000

     

13,000

   
Coachella Valley Unified School District, GO (INS — Assured Guaranty
Municipal Corp.), Series D, 8/1/41 (d)
   

8,500

     

4,297

   
El Camino Community College District, GO
Series C, 8/1/34 (d)
   

3,000

     

2,089

   

Series C, 8/1/38 (d)

   

3,000

     

1,753

   
El Monte Union High School District, GO (INS — Assured Guaranty
Municipal Corp.), 6/1/42 (d)
   

10,000

     

4,699

   
Golden State Tobacco Securitization Corp. Revenue, Series A, 5.00%, 6/1/30,
Pre-refunded 6/1/23 @ 100
   

2,000

     

2,080

   
Indio Redevelopment Agency Successor Agency Tax Allocation, Series A,
5.25%, 8/15/35, Continuously Callable @100
   

1,440

     

1,444

   
Los Alamitos Unified School District Certificate of Participation
8/1/34, Continuously Callable @100 (f)
   

1,200

     

1,311

   

8/1/42, Continuously Callable @100 (g)

   

4,500

     

4,722

   
Paramount Unified School District, GO
8/1/34 (d)
   

1,860

     

1,273

   

8/1/35 (d)

   

2,000

     

1,313

   

8/1/36 (d)

   

2,750

     

1,732

   

8/1/37 (d)

   

2,750

     

1,660

   
Sacramento City Schools Joint Powers Financing Authority Revenue
(INS — Build America Mutual Assurance Co.)
Series A, 5.00%, 3/1/36, Continuously Callable @100
   

2,560

     

2,715

   

Series A, 5.00%, 3/1/40, Continuously Callable @100

   

2,000

     

2,113

   
San Diego Public Facilities Financing Authority Revenue, Series A, 5.00%,
10/15/44, Continuously Callable @100
   

2,500

     

2,691

   
San Ysidro School District, GO (INS — Assured Guaranty Municipal Corp.)
Series G, 8/1/36 (d)
   

13,605

     

8,326

   

Series G, 8/1/37 (d)

   

14,285

     

8,372

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Santa Ana Unified School District Certificate of Participation (INS — Assured
Guaranty Municipal Corp.), 4/1/29 (d)
 

$

15,000

   

$

11,638

   
State of California, GO
5.25%, 4/1/35, Continuously Callable @100
   

8,000

     

8,007

   

5.00%, 2/1/38, Continuously Callable @100

   

6,750

     

6,916

   

5.00%, 10/1/47, Continuously Callable @100

   

5,000

     

5,460

   
Stockton Unified School District, GO (INS — Assured Guaranty Municipal Corp.),
Series D, 8/1/34 (d)
   

8,885

     

6,029

   
     

132,075

   

Colorado (2.5%):

 
Colorado Educational & Cultural Facilities Authority Revenue
4.00%, 12/1/48, Continuously Callable @100
   

2,500

     

2,597

   

4.00%, 1/1/52, Continuously Callable @100

   

675

     

663

   

5.00%, 4/1/53, Continuously Callable @100

   

750

     

827

   

4.00%, 1/1/62, Continuously Callable @100

   

795

     

763

   

Series A, 5.25%, 4/1/43, Pre-refunded 4/1/23 @ 100

   

2,500

     

2,589

   
Colorado Health Facilities Authority Revenue
5.00%, 12/1/42, Pre-refunded 6/1/22 @ 100
   

5,000

     

5,032

   

5.00%, 6/1/45, Pre-refunded 6/1/25 @ 100

   

6,000

     

6,551

   

5.00%, 6/1/47, Pre-refunded 6/1/27 @ 100

   

1,250

     

1,418

   

Series A, 4.00%, 8/1/49, Continuously Callable @100

   

2,500

     

2,525

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

1,500

     

1,529

   

Series A, 4.00%, 12/1/50, Continuously Callable @103

   

7,250

     

7,597

   
Denver Health & Hospital Authority Revenue, Series A, 4.00%, 12/1/40,
Continuously Callable @100
   

750

     

770

   
E-470 Public Highway Authority Revenue (INS — National Public Finance
Guarantee Corp.), Series B, 9/1/35, Continuously Callable @64 (d)
   

10,000

     

5,592

   
Park Creek Metropolitan District Revenue
5.00%, 12/1/45, Continuously Callable @100
   

1,000

     

1,071

   

5.00%, 12/1/46, Continuously Callable @100

   

2,500

     

2,675

   

5.00%, 12/1/51, Continuously Callable @100

   

2,000

     

2,128

   
Rampart Range Metropolitan District No. 1 Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 12/1/47, Continuously Callable @100
   

4,000

     

4,506

   
Regional Transportation District Certificate of Participation, Series A,
5.00%, 6/1/44, Continuously Callable @100
   

5,000

     

5,154

   
Southlands Metropolitan District No. 1, GO, Series A-1, 5.00%, 12/1/47,
Continuously Callable @100
   

1,000

     

1,029

   
     

55,016

   

Connecticut (0.6%):

 
Connecticut State Health & Educational Facilities Authority Revenue
Series A, 4.00%, 7/1/49, Continuously Callable @100
   

3,000

     

3,049

   

Series U, 4.00%, 7/1/52, Continuously Callable @100

   

3,000

     

3,121

   
State of Connecticut, GO
Series A, 5.00%, 4/15/38, Continuously Callable @100
   

5,500

     

6,184

   

Series A, 5.00%, 4/15/39, Continuously Callable @100

   

1,550

     

1,761

   
     

14,115

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

District of Columbia (1.2%):

 
District of Columbia Housing Finance Agency Revenue (LIQ — Deutsche
Bank A.G.), Series DBE-8070, 0.91%, 8/1/40, Callable 1/1/32 @ 105 (c) (e)
 

$

7,500

   

$

7,500

   
District of Columbia Revenue
5.00%, 7/1/36, Pre-refunded 7/1/22 @ 100
   

1,305

     

1,317

   

5.00%, 7/1/42, Pre-refunded 7/1/22 @ 100

   

1,500

     

1,515

   

6.00%, 7/1/43, Pre-refunded 7/1/23 @ 100

   

1,700

     

1,789

   

6.00%, 7/1/48, Pre-refunded 7/1/23 @ 100

   

1,450

     

1,526

   

5.00%, 7/1/49, Continuously Callable @100

   

1,275

     

1,394

   

5.00%, 7/1/54, Continuously Callable @100

   

1,140

     

1,245

   
Metropolitan Washington Airports Authority Dulles Toll Road Revenue,
5.00%, 10/1/53, Continuously Callable @100
   

10,000

     

10,000

   
     

26,286

   

Florida (8.0%):

 
Alachua County Health Facilities Authority Revenue
4.00%, 10/1/46, Continuously Callable @103
   

700

     

712

   

4.00%, 12/1/49, Continuously Callable @100

   

7,000

     

7,144

   
City of Atlantic Beach Revenue
Series A, 5.00%, 11/15/53, Continuously Callable @103
   

2,000

     

2,145

   

Series B, 5.63%, 11/15/43, Continuously Callable @100

   

7,000

     

7,281

   
City of Jacksonville Revenue
5.00%, 10/1/29, Continuously Callable @100
   

2,270

     

2,306

   

4.00%, 11/1/45, Continuously Callable @100

   

2,500

     

2,546

   
City of Lakeland Revenue
5.00%, 9/1/37, Continuously Callable @100
   

500

     

505

   

5.00%, 9/1/42, Continuously Callable @100

   

1,000

     

1,011

   
City of Pompano Beach Revenue
4.00%, 9/1/50, Continuously Callable @103
   

8,000

     

7,848

   

Series A, 4.00%, 9/1/51, Continuously Callable @103

   

2,895

     

2,840

   
County of Miami-Dade Florida Water & Sewer System Revenue
4.00%, 10/1/51, Continuously Callable @100
   

2,500

     

2,643

   

Series B, 4.00%, 10/1/49, Continuously Callable @100

   

22,000

     

23,118

   
County of Miami-Dade Rickenbacker Causeway Revenue, 5.00%, 10/1/43,
Continuously Callable @100
   

1,750

     

1,837

   
County of Miami-Dade Seaport Department Revenue, Series A-2, 4.00%, 10/1/49,
Continuously Callable @100
   

4,000

     

4,218

   
County of Polk Florida Utility System Revenue, 4.00%, 10/1/43,
Continuously Callable @100
   

2,000

     

2,200

   
Escambia County Health Facilities Authority Revenue
4.00%, 8/15/45, Continuously Callable @100
   

5,050

     

5,158

   

4.00%, 8/15/50, Continuously Callable @100

   

6,265

     

6,397

   
Florida Development Finance Corp. Revenue
4.00%, 7/1/45, Continuously Callable @100
   

600

     

561

   

4.00%, 2/1/52, Continuously Callable @100

   

4,000

     

4,045

   

4.00%, 7/1/55, Continuously Callable @100

   

500

     

451

   

Series A, 5.00%, 6/15/55, Continuously Callable @100

   

1,500

     

1,600

   
Florida Higher Educational Facilities Financial Authority Revenue
5.00%, 3/1/44, Continuously Callable @100
   

4,280

     

4,634

   

4.00%, 10/1/44, Continuously Callable @100

   

1,400

     

1,428

   

5.00%, 3/1/49, Continuously Callable @100

   

1,250

     

1,342

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 10/1/49, Continuously Callable @100

 

$

1,150

   

$

1,164

   

Series A, 5.00%, 4/1/32, Pre-refunded 4/1/22 @ 100

   

600

     

600

   

Series A, 5.25%, 4/1/42, Pre-refunded 4/1/22 @ 100

   

1,500

     

1,500

   
Florida Municipal Loan Council Revenue (INS — Assured Guaranty
Municipal Corp.), Series D, 5.25%, 10/1/33, Continuously Callable @100
   

2,500

     

2,506

   
Halifax Hospital Medical Center Revenue, 5.00%, 6/1/46, Pre-refunded
6/1/25 @ 100
   

3,000

     

3,267

   
Lee County IDA Revenue
5.75%, 10/1/42, Pre-refunded 10/1/22 @ 100
   

4,000

     

4,091

   

5.50%, 10/1/47, Pre-refunded 10/1/22 @ 102

   

5,000

     

5,208

   

5.00%, 11/15/49, Continuously Callable @103

   

12,350

     

13,619

   
Lee Memorial Health System Revenue, Series A-1, 4.00%, 4/1/49, Continuously
Callable @100
   

4,500

     

4,569

   
Miami Beach Health Facilities Authority Revenue, 4.00%, 11/15/51, Continuously
Callable @100
   

2,500

     

2,548

   
Miami-Dade County Expressway Authority Revenue
Series A, 5.00%, 7/1/39, Continuously Callable @100
   

5,000

     

5,252

   

Series A, 5.00%, 7/1/40, Continuously Callable @100

   

5,000

     

5,010

   
Miami-Dade County Health Facilities Authority Revenue, 4.00%, 8/1/47,
Continuously Callable @100
   

2,000

     

2,037

   
Orange County Health Facilities Authority Revenue, Series B, 4.00%, 10/1/45,
Continuously Callable @100
   

1,500

     

1,533

   
Palm Beach County Educational Facilities Authority Revenue, 4.00%, 10/1/51,
Continuously Callable @100
   

2,070

     

2,103

   
Palm Beach County Health Facilities Authority Revenue
5.00%, 11/15/45, Continuously Callable @103
   

150

     

164

   

5.00%, 5/15/47, Continuously Callable @100

   

5,000

     

5,122

   

Series B, 5.00%, 11/15/42, Continuously Callable @103

   

1,000

     

1,125

   
Pinellas County Educational Facilities Authority Revenue
5.00%, 10/1/27, Continuously Callable @100
   

1,000

     

1,014

   

5.25%, 10/1/30, Continuously Callable @100

   

1,000

     

1,015

   
Polk County IDA Revenue
5.00%, 1/1/49, Continuously Callable @103
   

1,000

     

1,054

   

5.00%, 1/1/55, Continuously Callable @103

   

1,000

     

1,052

   
Sarasota County Health Facilities Authority Revenue, 5.00%, 5/15/48,
Continuously Callable @103
   

1,835

     

1,960

   

St. Johns County IDA Revenue, 4.00%, 8/1/55, Continuously Callable @103

   

6,000

     

6,503

   

Tampa Housing Authority Revenue, 4.85%, 7/1/36, Callable 5/1/22 @ 100

   

2,200

     

2,202

   
Tampa-Hillsborough County Expressway Authority Revenue, Series B,
5.00%, 7/1/42, Pre-refunded 7/1/22 @ 100
   

3,050

     

3,078

   
Volusia County Educational Facility Authority Revenue, Series B, 5.00%,
10/15/45, Pre-refunded 4/15/25 @ 100
   

2,000

     

2,172

   
     

175,438

   

Georgia (1.8%):

 
Appling County Development Authority Revenue, 0.56%, 9/1/41, Continuously
Callable @100 (e)
   

800

     

800

   
Crisp County Hospital Authority Revenue, 4.00%, 7/1/51, Continuously
Callable @100
   

3,000

     

3,128

   
Development Authority of Heard County Revenue, 0.57%, 9/1/26, Continuously
Callable @100 (e)
   

1,200

     

1,200

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Gainesville & Hall County Hospital Authority Revenue, 4.00%, 2/15/45,
Continuously Callable @100
 

$

15,000

   

$

15,628

   
Glynn-Brunswick Memorial Hospital Authority Revenue, 5.00%, 8/1/47,
Continuously Callable @100
   

1,500

     

1,616

   

Main Street Natural Gas, Inc. Revenue, Series A, 5.00%, 5/15/49

   

3,000

     

3,681

   
Municipal Electric Authority of Georgia Revenue, 4.00%, 1/1/51, Continuously
Callable @100
   

1,100

     

1,139

   
Private Colleges & Universities Authority Revenue, 4.00%, 6/1/45, Continuously
Callable @100
   

1,700

     

1,774

   
The Burke County Development Authority Revenue, Series 1, 0.53%, 7/1/49,
Continuously Callable @100 (e)
   

1,900

     

1,900

   
Valdosta Housing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series 2020-XF1089, 0.76%, 4/1/60, Callable 4/1/35 @ 100 (c) (e)
   

8,125

     

8,125

   
     

38,991

   

Illinois (13.5%):

 
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
   

1,530

     

1,756

   

Series A, 5.00%, 12/1/38, Pre-refunded 12/1/27 @ 100

   

1,555

     

1,784

   

Series A, 5.00%, 12/1/39, Pre-refunded 12/1/27 @ 100

   

1,400

     

1,607

   
Chicago Board of Education, GO
Series A, 4.00%, 12/1/47, Continuously Callable @100
   

10,000

     

9,816

   

Series H, 5.00%, 12/1/36, Continuously Callable @100

   

5,000

     

5,383

   
Chicago Midway International Airport Revenue
Series B, 5.00%, 1/1/41, Continuously Callable @100
   

2,500

     

2,689

   

Series B, 5.00%, 1/1/46, Continuously Callable @100

   

3,500

     

3,761

   
Chicago O'Hare International Airport Revenue
5.75%, 1/1/43, Continuously Callable @100
   

5,000

     

5,129

   

Series C, 4.00%, 1/1/38, Continuously Callable @100

   

1,000

     

1,050

   

Series C, 5.00%, 1/1/41, Continuously Callable @100

   

5,000

     

5,426

   
Chicago Park District, GO
Series A, 5.00%, 1/1/40, Continuously Callable @100
   

3,000

     

3,219

   

Series F-2, 5.00%, 1/1/40, Continuously Callable @100

   

1,125

     

1,280

   
City of Chicago Wastewater Transmission Revenue
5.00%, 1/1/44, Continuously Callable @100
   

4,000

     

4,186

   

Series A, 5.00%, 1/1/47, Continuously Callable @100

   

3,000

     

3,220

   

Series C, 5.00%, 1/1/39, Continuously Callable @100

   

3,000

     

3,161

   

City of Chicago Waterworks Revenue, 5.00%, 11/1/44, Continuously Callable @100

   

3,000

     

3,223

   

City of Galesburg Revenue, Series A, 4.00%, 10/1/46, Continuously Callable @100

   

4,000

     

4,143

   
City of Springfield Electric Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 3/1/40, Continuously Callable @100
   

3,000

     

3,188

   
Cook County Community College District No. 508, GO (INS — Build America
Mutual Assurance Co.), 5.00%, 12/1/47, Continuously Callable @100
   

9,500

     

10,375

   

County of Cook Sales Tax Revenue, 5.00%, 11/15/38, Continuously Callable @100

   

7,750

     

8,625

   

County of Will, GO, 4.00%, 11/15/47, Continuously Callable @100

   

2,000

     

2,112

   
Illinois Finance Authority Revenue
3.90%, 3/1/30, Continuously Callable @100
   

14,000

     

14,451

   

5.50%, 4/1/32, Continuously Callable @100

   

7,065

     

7,074

   

4.00%, 2/1/33, Continuously Callable @100

   

6,000

     

6,085

   

5.00%, 5/15/37, Continuously Callable @100

   

700

     

754

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 3/1/38, Continuously Callable @100

 

$

2,000

   

$

2,067

   

4.00%, 2/15/41, Pre-refunded 2/15/27 @ 100

   

20

     

22

   

5.00%, 8/1/42, Continuously Callable @100

   

750

     

807

   

6.00%, 7/1/43, Continuously Callable @100

   

5,000

     

5,245

   

5.00%, 1/1/44, Continuously Callable @100

   

10,000

     

10,928

   

5.00%, 8/15/44, Continuously Callable @100

   

2,000

     

2,123

   

4.00%, 12/1/46, Continuously Callable @100

   

4,500

     

4,563

   

5.00%, 2/15/47, Continuously Callable @100

   

1,000

     

1,070

   

5.00%, 5/15/47, Continuously Callable @100

   

1,155

     

1,232

   

5.00%, 8/1/47, Continuously Callable @100

   

750

     

804

   

5.00%, 12/1/47, Continuously Callable @100

   

2,000

     

2,156

   

5.00%, 10/1/49, Continuously Callable @100

   

1,250

     

1,425

   

5.00%, 2/15/50, Continuously Callable @100

   

500

     

534

   

5.00%, 10/1/51, Continuously Callable @100

   

1,000

     

1,140

   

4.00%, 10/1/55, Continuously Callable @100

   

2,000

     

2,026

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

5,000

     

5,136

   

Series A, 4.00%, 10/1/40, Continuously Callable @100

   

12,395

     

12,909

   

Series A, 4.00%, 8/1/51, Continuously Callable @100

   

3,500

     

3,413

   

Series C, 4.00%, 2/15/41, Pre-refunded 2/15/27 @ 100

   

485

     

525

   

Series C, 4.00%, 2/15/41, Continuously Callable @100

   

10,495

     

10,813

   
Illinois State Toll Highway Authority Revenue, Series A, 4.00%, 1/1/44,
Continuously Callable @100
   

4,000

     

4,182

   
Metropolitan Pier & Exposition Authority Revenue
5.00%, 6/15/42, Continuously Callable @100
   

2,000

     

2,153

   

4.00%, 6/15/50, Continuously Callable @100

   

7,500

     

7,382

   
Northern Illinois Municipal Power Agency Revenue, Series A, 4.00%, 12/1/41,
Continuously Callable @100
   

9,000

     

9,308

   
Northern Illinois University Revenue (INS — Build America Mutual
Assurance Co.), Series B, 4.00%, 4/1/41, Continuously Callable @100
   

600

     

636

   
Regional Transportation Authority Revenue (INS — National Public Finance
Guarantee Corp.), 6.50%, 7/1/30
   

37,550

     

46,298

   
Sangamon County Water Reclamation District, GO
Series A, 4.00%, 1/1/49, Continuously Callable @100
   

15,000

     

15,585

   

Series A, 5.75%, 1/1/53, Continuously Callable @100

   

2,000

     

2,208

   
State of Illinois, GO
5.50%, 5/1/39, Continuously Callable @100
   

2,275

     

2,587

   

Series A, 5.00%, 10/1/33, Continuously Callable @100

   

2,000

     

2,187

   
State of Illinois, GO (INS — Assured Guaranty Municipal Corp.)
4.00%, 2/1/31, Continuously Callable @100
   

1,000

     

1,059

   

4.00%, 2/1/32, Continuously Callable @100

   

1,000

     

1,067

   

Series A, 5.00%, 4/1/29, Continuously Callable @100

   

8,000

     

8,236

   
Village of Rosemont, GO (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 12/1/46, Continuously Callable @100
   

10,000

     

10,996

   
     

296,319

   

Indiana (1.8%):

 
Evansville Redevelopment Authority Revenue (INS — Build America Mutual
Assurance Co.)
4.00%, 2/1/38, Continuously Callable @100
   

5,540

     

5,830

   

4.00%, 2/1/39, Continuously Callable @100

   

3,605

     

3,792

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Indiana Finance Authority Revenue
5.00%, 2/1/40, Continuously Callable @100
 

$

1,495

   

$

1,567

   

5.00%, 11/15/43, Continuously Callable @103

   

1,970

     

2,136

   

5.00%, 10/1/44, Pre-refunded 10/1/23 @ 100

   

4,000

     

4,179

   

5.00%, 11/15/48, Continuously Callable @103

   

3,895

     

4,212

   

4.00%, 11/15/51, Continuously Callable @100

   

1,030

     

1,008

   

Series A, 5.00%, 6/1/39, Continuously Callable @100

   

5,000

     

5,002

   

Series A, 5.50%, 4/1/46, Continuously Callable @100

   

5,000

     

5,392

   

Richmond Hospital Authority Revenue, 5.00%, 1/1/39, Continuously Callable @100

   

7,000

     

7,383

   
     

40,501

   

Iowa (0.5%):

 
Iowa Finance Authority Revenue
Series A, 5.00%, 5/15/43, Continuously Callable @100
   

6,235

     

6,447

   

Series B, 5.00%, 2/15/48, Continuously Callable @100

   

4,000

     

4,437

   
Iowa Tobacco Settlement Authority Revenue, Series A-2, 4.00%, 6/1/49,
Continuously Callable @100
   

1,000

     

1,002

   
     

11,886

   

Kansas (0.6%):

 
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 (c)
   

2,500

     

2,727

   

City of Lawrence Revenue, 5.00%, 7/1/48, Continuously Callable @100

   

5,000

     

5,437

   
City of Manhattan Revenue
Series A, 4.00%, 6/1/46, Continuously Callable @103
   

1,000

     

970

   

Series A, 4.00%, 6/1/52, Continuously Callable @103

   

1,500

     

1,428

   
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series A, 5.00%, 9/1/45, Continuously Callable @100
   

2,000

     

2,133

   
     

12,695

   

Kentucky (0.8%):

 

City of Ashland Revenue, 5.00%, 2/1/40, Continuously Callable @100

   

1,000

     

1,066

   

City of Hazard Revenue, 4.00%, 7/1/51, Continuously Callable @100

   

3,000

     

3,084

   
Kentucky Bond Development Corp. Revenue, 4.00%, 6/1/51, Continuously
Callable @100
   

1,070

     

1,122

   
Kentucky Economic Development Finance Authority Revenue
5.00%, 5/15/46, Continuously Callable @100
   

5,500

     

5,562

   

Series B, 5.00%, 8/15/41, Continuously Callable @100

   

3,000

     

3,297

   
Kentucky Economic Development Finance Authority Revenue (INS — Assured
Guaranty Municipal Corp.)
4.00%, 12/1/41, Continuously Callable @100
   

500

     

548

   

Series A, 5.00%, 12/1/45, Continuously Callable @100

   

2,000

     

2,310

   
     

16,989

   

Louisiana (4.0%):

 
City of Shreveport Water & Sewer Revenue
5.00%, 12/1/40, Continuously Callable @100
   

1,000

     

1,077

   

Series B, 5.00%, 12/1/41, Continuously Callable @100

   

5,500

     

6,009

   

Series B, 4.00%, 12/1/49, Continuously Callable @100

   

1,000

     

1,038

   
City of Shreveport Water & Sewer Revenue (INS — Assured Guaranty
Municipal Corp.), Series B, 5.00%, 12/1/41, Continuously Callable @100
   

2,100

     

2,335

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
City of Shreveport Water & Sewer Revenue (INS — Build America Mutual
Assurance Co.), Series B, 4.00%, 12/1/37, Continuously Callable @100
 

$

1,100

   

$

1,153

   
Jefferson Sales Tax District Revenue, Series B, 4.00%, 12/1/42, Continuously
Callable @100
   

7,000

     

7,345

   
Louisiana Local Government Environmental Facilities & Community Development
Authority Revenue, 3.50%, 11/1/32, Continuously Callable @100
   

6,250

     

6,305

   
Louisiana Local Government Environmental Facilities & Community Development
Authority Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 10/1/39, Continuously Callable @100
   

1,685

     

1,910

   

4.00%, 10/1/46, Continuously Callable @100

   

8,210

     

8,486

   

5.00%, 10/1/48, Continuously Callable @100

   

5,000

     

5,641

   
Louisiana Public Facilities Authority Revenue
4.00%, 5/15/41, Pre-refunded 5/15/26 @ 100
   

15

     

16

   

4.00%, 5/15/41, Continuously Callable @100

   

1,235

     

1,256

   

5.00%, 11/1/45, Pre-refunded 11/1/25 @ 100

   

6,000

     

6,603

   

5.00%, 5/15/46, Continuously Callable @100

   

5,000

     

5,356

   

4.00%, 12/15/50, Continuously Callable @100

   

1,000

     

1,030

   

5.00%, 7/1/52, Continuously Callable @100

   

400

     

436

   

4.00%, 1/1/56, Continuously Callable @100

   

9,000

     

9,226

   

5.00%, 7/1/57, Continuously Callable @100

   

2,000

     

2,178

   
Louisiana Public Facilities Authority Revenue (INS — Build America Mutual
Assurance Co.), 5.25%, 6/1/51, Pre-refunded 6/1/25 @ 100
   

5,000

     

5,488

   

Parish of St. Charles Revenue, 4.00%, 12/1/40, (Put Date 6/1/22) (b)

   

6,750

     

6,773

   
State of Louisiana Gasoline & Fuels Tax Revenue, Series C, 5.00%, 5/1/45,
Continuously Callable @100
   

6,000

     

6,656

   
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 5/15/35,
Continuously Callable @100
   

1,500

     

1,545

   
     

87,862

   

Maine (0.4%):

 
Maine Health & Higher Educational Facilities Authority Revenue, Series A,
4.00%, 7/1/46, Continuously Callable @100
   

9,000

     

8,978

   

Massachusetts (1.6%):

 
Massachusetts Development Finance Agency Revenue
5.00%, 4/15/40, Continuously Callable @100
   

1,000

     

1,038

   

5.00%, 7/1/46, Continuously Callable @100

   

4,000

     

4,321

   

5.00%, 7/1/47, Continuously Callable @100

   

2,280

     

2,465

   

4.00%, 7/1/51, Continuously Callable @100

   

1,000

     

994

   

Series A, 5.50%, 7/1/44, Continuously Callable @100

   

2,000

     

1,927

   

Series A, 4.00%, 10/1/46, Continuously Callable @100

   

3,370

     

3,383

   

Series A, 4.00%, 6/1/49, Continuously Callable @100

   

1,000

     

1,036

   

Series B, 4.00%, 6/1/50, Continuously Callable @100

   

1,700

     

1,716

   

Series B, 4.00%, 7/1/50, Continuously Callable @100

   

975

     

1,023

   

Series C, 4.00%, 10/1/45, Continuously Callable @100

   

1,250

     

1,359

   

Series D, 5.00%, 7/1/44, Continuously Callable @100

   

3,000

     

3,179

   

Series E, 4.00%, 7/1/38, Continuously Callable @100

   

1,000

     

1,033

   

Series J2, 5.00%, 7/1/53, Continuously Callable @100

   

10,000

     

11,126

   
     

34,600

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Michigan (2.2%):

 

County of Genesee, GO, Series B, 4.00%, 2/1/41, Continuously Callable @100

 

$

2,000

   

$

2,059

   
County of Genesee, GO (INS — Build America Mutual Assurance Co.), Series B,
5.00%, 2/1/46, Continuously Callable @100
   

2,900

     

3,115

   
Downriver Utility Wastewater Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 4/1/43, Continuously Callable @100
   

2,500

     

2,764

   
Flint Hospital Building Authority Revenue, 4.00%, 7/1/38, Continuously
Callable @100
   

2,500

     

2,641

   
Jackson Public Schools, GO (NBGA — Michigan School Bond Qualification and
Loan Program)
5.00%, 5/1/45, Continuously Callable @100
   

6,000

     

6,752

   

5.00%, 5/1/48, Continuously Callable @100

   

3,000

     

3,358

   

Karegnondi Water Authority Revenue, 5.00%, 11/1/45, Continuously Callable @100

   

2,750

     

3,093

   
Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.),
5.00%, 5/1/45, Continuously Callable @100
   

4,000

     

4,320

   
Michigan Finance Authority Revenue
5.00%, 11/1/43, Continuously Callable @100
   

1,000

     

1,142

   

4.00%, 2/15/47, Continuously Callable @100

   

8,000

     

8,526

   

4.00%, 9/1/50, Continuously Callable @100

   

1,000

     

1,041

   

4.00%, 11/1/55, Continuously Callable @100

   

4,000

     

4,183

   

Series A, 4.00%, 11/15/50, Continuously Callable @100

   

3,000

     

3,115

   
Michigan State Building Authority Revenue, 4.00%, 4/15/54, Continuously
Callable @100
   

2,000

     

2,113

   
     

48,222

   

Missouri (3.1%):

 
Cape Girardeau County IDA Revenue
5.00%, 3/1/36, Continuously Callable @100
   

750

     

806

   

Series A, 6.00%, 3/1/33, Continuously Callable @103

   

2,080

     

2,192

   

Hannibal IDA Revenue, 5.00%, 10/1/47, Continuously Callable @100

   

3,000

     

3,237

   
Health & Educational Facilities Authority of the State of Missouri Revenue
4.00%, 8/1/36, Continuously Callable @100
   

440

     

470

   

5.00%, 5/15/40, Continuously Callable @103

   

5,510

     

5,918

   

4.00%, 8/1/41, Continuously Callable @100

   

410

     

433

   

5.00%, 2/1/42, Continuously Callable @104

   

3,500

     

3,725

   

4.00%, 2/1/48, Continuously Callable @100

   

10,000

     

10,109

   

4.00%, 2/15/51, Continuously Callable @100

   

1,000

     

1,020

   

Series A, 5.00%, 11/15/43, Continuously Callable @100

   

1,000

     

1,107

   

Series A, 4.00%, 2/15/54, Continuously Callable @100

   

2,500

     

2,620

   
Missouri Development Finance Board Revenue
4.00%, 6/1/46, Continuously Callable @100
   

17,775

     

18,171

   

4.00%, 3/1/51, Continuously Callable @100

   

2,000

     

1,997

   
St. Louis County IDA Revenue
5.88%, 9/1/43, Continuously Callable @100
   

5,000

     

5,135

   

5.00%, 9/1/48, Continuously Callable @100

   

2,000

     

2,068

   
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty
Municipal Corp.)
5.00%, 10/1/38, Continuously Callable @100
   

3,065

     

3,394

   

5.00%, 10/1/49, Continuously Callable @100

   

3,000

     

3,438

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Stoddard County IDA Revenue, Series B, 6.00%, 3/1/37, Continuously
Callable @103
 

$

1,875

   

$

1,973

   
     

67,813

   

Montana (0.2%):

 

City of Forsyth Revenue, 3.90%, 3/1/31, Callable 3/1/23 @ 100

   

4,000

     

4,051

   
Montana Facility Finance Authority Revenue, Series A, 4.00%, 6/1/45,
Continuously Callable @100
   

1,000

     

1,028

   
     

5,079

   

Nebraska (0.6%):

 

Central Plains Energy Project Revenue, Series A, 5.00%, 9/1/42

   

2,000

     

2,376

   
Douglas County Hospital Authority No. 3 Revenue, 5.00%, 11/1/48, Continuously
Callable @100
   

3,400

     

3,577

   
Nebraska Educational Health Cultural & Social Services Finance Authority
Revenue, 4.00%, 1/1/49, Continuously Callable @102
   

7,500

     

8,046

   
     

13,999

   

Nevada (0.9%):

 

City of Carson City Revenue, 5.00%, 9/1/47, Continuously Callable @100

   

2,775

     

2,992

   
Las Vegas Convention & Visitors Authority Revenue
Series C, 4.00%, 7/1/41, Continuously Callable @100
   

4,400

     

4,571

   

Series C, 4.00%, 7/1/46, Continuously Callable @100

   

12,140

     

12,562

   
     

20,125

   

New Hampshire (0.1%):

 
New Hampshire Business Finance Authority Revenue, 4.00%, 1/1/51,
Continuously Callable @103
   

3,000

     

3,083

   

New Jersey (4.8%):

 
New Jersey Economic Development Authority Revenue
2.11% (MUNIPSA+160bps), 3/1/28, Callable 3/1/23 @ 100 (a)
   

20,000

     

19,820

   

5.00%, 6/15/28, Pre-refunded 6/15/22 @ 100

   

2,000

     

2,016

   

5.00%, 6/15/40, Continuously Callable @100

   

8,125

     

8,422

   

5.00%, 6/15/40, Pre-refunded 6/15/24 @ 100

   

1,875

     

1,998

   

4.00%, 11/1/44, Continuously Callable @100

   

3,000

     

3,059

   

4.00%, 6/15/49, Continuously Callable @100

   

4,000

     

4,070

   

Series A, 5.00%, 6/15/47, Continuously Callable @100

   

3,000

     

3,238

   

Series AAA, 5.00%, 6/15/41, Continuously Callable @100

   

4,000

     

4,275

   

Series B, 5.00%, 6/15/43, Continuously Callable @100

   

3,500

     

3,826

   

Series WW, 5.25%, 6/15/40, Pre-refunded 6/15/25 @ 100

   

165

     

181

   

Series WW, 5.25%, 6/15/40, Continuously Callable @100

   

2,835

     

3,020

   
New Jersey Economic Development Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 6/1/42, Continuously Callable @100
   

1,200

     

1,344

   
New Jersey Educational Facilities Authority Revenue
Series B, 5.00%, 9/1/36, Continuously Callable @100
   

5,000

     

5,362

   

Series F, 5.00%, 7/1/47, Continuously Callable @100

   

3,000

     

3,073

   
New Jersey Health Care Facilities Financing Authority Revenue, 5.00%, 10/1/38,
Continuously Callable @100
   

2,250

     

2,457

   
New Jersey Health Care Facilities Financing Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 7/1/46, Continuously Callable @100
   

1,250

     

1,326

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
New Jersey Transportation Trust Fund Authority Revenue
5.25%, 6/15/43, Continuously Callable @100
 

$

4,000

   

$

4,432

   

Series A, 5.00%, 12/15/36, Continuously Callable @100

   

2,125

     

2,345

   

Series AA, 5.25%, 6/15/41, Continuously Callable @100

   

2,000

     

2,120

   

Series AA, 4.00%, 6/15/50, Continuously Callable @100

   

3,000

     

3,050

   

Series BB, 4.00%, 6/15/50, Continuously Callable @100

   

15,000

     

15,267

   
New Jersey Turnpike Authority Revenue, Series A, 4.00%, 1/1/51, Continuously
Callable @100
   

1,000

     

1,060

   
South Jersey Transportation Authority Revenue, Series A, 4.00%, 11/1/50,
Continuously Callable @100
   

7,000

     

7,239

   
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 6/1/46,
Continuously Callable @100
   

3,000

     

3,258

   
     

106,258

   

New Mexico (0.4%):

 
New Mexico Hospital Equipment Loan Council Revenue, Series LA, 5.00%, 7/1/49,
Continuously Callable @102
   

8,625

     

9,070

   
Winrock Town Center Tax Increment Development District Tax Allocation,
4.25%, 5/1/40, Continuously Callable @103 (c)
   

670

     

621

   
     

9,691

   

New York (2.5%):

 
Allegany County Capital Resource Corp. Revenue, Series A, 5.00%, 12/1/52,
Continuously Callable @100
   

4,000

     

4,196

   

City of New York, GO, Series 2, 0.71%, 4/1/42, Continuously Callable @100 (e)

   

1,000

     

1,000

   
Metropolitan Transportation Authority Revenue
Series A, 11/15/32 (d)
   

5,000

     

3,587

   

Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (b)

   

5,490

     

6,260

   
New York Liberty Development Corp. Revenue
5.25%, 10/1/35
   

16,130

     

19,666

   

2.80%, 9/15/69, Continuously Callable @100

   

1,500

     

1,414

   
New York State Dormitory Authority Revenue
Series A, 4.00%, 9/1/50, Continuously Callable @100
   

3,000

     

2,907

   

Series D, 4.00%, 2/15/47, Continuously Callable @100

   

5,000

     

5,189

   
New York State Thruway Authority Revenue, Series A, 5.00%, 1/1/51,
Continuously Callable @100
   

2,000

     

2,122

   
Triborough Bridge & Tunnel Authority Revenue
Series A, 11/15/31 (d)
   

5,000

     

3,773

   

Series A, 11/15/32 (d)

   

3,000

     

2,175

   

Series B, 11/15/32 (d)

   

2,500

     

1,827

   

TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41, Continuously Callable @100

   

1,000

     

1,085

   
     

55,201

   

North Carolina (0.2%):

 
North Carolina Medical Care Commission Revenue
5.00%, 1/1/49, Continuously Callable @104
   

2,725

     

2,911

   

Series A, 4.00%, 10/1/50, Continuously Callable @103

   

1,000

     

1,044

   
     

3,955

   

North Dakota (0.6%):

 

City of Grand Forks Revenue, 4.00%, 12/1/51, Continuously Callable @100

   

2,375

     

2,435

   

County of Ward Revenue, Series C, 5.00%, 6/1/43, Continuously Callable @100

   

7,500

     

8,032

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
University of North Dakota Certificate of Participation, Series A, 4.00%, 6/1/51,
Continuously Callable @100
 

$

1,500

   

$

1,597

   
     

12,064

   

Ohio (2.5%):

 

City of Centerville Revenue, 5.25%, 11/1/47, Continuously Callable @100

   

2,700

     

2,860

   
City of Middleburg Heights Revenue, Series A, 4.00%, 8/1/47, Continuously
Callable @100
   

2,000

     

2,051

   

County of Cuyahoga Revenue, 4.75%, 2/15/47, Continuously Callable @100

   

9,000

     

9,705

   

County of Franklin Revenue, Series B, 5.00%, 7/1/45, Continuously Callable @103

   

5,000

     

5,469

   

County of Hamilton Revenue, 5.00%, 1/1/51, Continuously Callable @100

   

2,500

     

2,594

   

County of Lucas Revenue, 5.25%, 11/15/48, Continuously Callable @100

   

6,000

     

6,722

   
County of Montgomery Revenue
4.00%, 11/15/42, Continuously Callable @100
   

2,500

     

2,587

   

4.00%, 11/15/45, Continuously Callable @100

   

2,000

     

2,052

   
County of Ross Revenue
5.00%, 12/1/44, Continuously Callable @100
   

3,100

     

3,502

   

5.00%, 12/1/49, Continuously Callable @100

   

6,000

     

6,748

   
Ohio Higher Educational Facility Commission Revenue, 5.25%, 1/1/48,
Continuously Callable @104
   

1,000

     

897

   
Ohio Turnpike & Infrastructure Commission Revenue, 5.25%, 2/15/33,
Continuously Callable @100
   

2,000

     

2,059

   
State of Ohio Revenue
4.00%, 11/15/40, Continuously Callable @100
   

655

     

684

   

Series A, 4.00%, 1/15/50, Continuously Callable @100

   

7,000

     

7,249

   
     

55,179

   

Oklahoma (1.2%):

 
Comanche County Hospital Authority Revenue, Series A, 5.00%, 7/1/32,
Continuously Callable @100
   

4,200

     

4,222

   
Norman Regional Hospital Authority Revenue, 4.00%, 9/1/45, Continuously
Callable @100
   

4,250

     

4,330

   
Oklahoma Development Finance Authority Revenue, Series B, 5.50%, 8/15/57,
Continuously Callable @100
   

4,250

     

4,541

   
Oklahoma Municipal Power Authority Revenue, Series A, 4.00%, 1/1/47,
Continuously Callable @100
   

10,000

     

10,391

   
Tulsa County Industrial Authority Revenue, 5.25%, 11/15/45, Continuously
Callable @102
   

2,000

     

2,127

   
     

25,611

   

Oregon (0.5%):

 

City of Keizer Special Assessment, 5.20%, 6/1/31, Continuously Callable @100

   

770

     

772

   
Deschutes County Hospital Facilities Authority Revenue, 4.00%, 1/1/46,
Continuously Callable @100
   

2,000

     

2,025

   
Medford Hospital Facilities Authority Revenue, Series A, 4.00%, 8/15/50,
Continuously Callable @100
   

3,800

     

4,016

   
Oregon State Facilities Authority Revenue, Series A, 4.00%, 10/1/51,
Continuously Callable @100
   

1,000

     

1,016

   
Salem Hospital Facility Authority Revenue, 5.00%, 5/15/53, Continuously
Callable @102
   

1,000

     

1,059

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Yamhill County Hospital Authority Revenue
5.00%, 11/15/51, Continuously Callable @102
 

$

1,180

   

$

1,174

   

Series B-2, 2.13%, 11/15/27, Continuously Callable @100

   

1,000

     

897

   

Series B-3, 1.75%, 11/15/26, Continuously Callable @100

   

1,000

     

910

   
     

11,869

   

Pennsylvania (9.0%):

 
Adams County General Authority Revenue, 4.00%, 8/15/45, Continuously
Callable @100
   

7,400

     

7,685

   
Allegheny County Hospital Development Authority Revenue, 5.00%, 4/1/47,
Continuously Callable @100
   

6,500

     

7,193

   
Allegheny County Sanitary Authority Revenue, 5.00%, 6/1/43, Continuously
Callable @100
   

3,170

     

3,610

   
Allentown Commercial & IDA Revenue, 6.25%, 7/1/47, Continuously
Callable @100 (c)
   

5,000

     

5,089

   
Altoona Area School District, GO (INS — Build America Mutual Assurance Co.)
5.00%, 12/1/45, Pre-refunded 12/1/25 @ 100
   

1,000

     

1,103

   

5.00%, 12/1/48, Pre-refunded 12/1/25 @ 100

   

300

     

331

   
Armstrong School District, GO
Series A, 4.00%, 3/15/38, Continuously Callable @100
   

1,000

     

1,054

   

Series A, 4.00%, 3/15/41, Continuously Callable @100

   

2,250

     

2,362

   
Berks County IDA Revenue
5.00%, 5/15/48, Continuously Callable @102
   

1,000

     

1,059

   

5.00%, 11/1/50, Continuously Callable @100

   

8,500

     

8,752

   

Bucks County IDA Revenue, 4.00%, 8/15/50, Continuously Callable @100

   

3,000

     

3,040

   
Canon Mcmillan School District, GO
4.00%, 6/1/48, Continuously Callable @100
   

4,605

     

4,834

   

4.00%, 6/1/50, Continuously Callable @100

   

6,065

     

6,366

   
Chester County IDA Revenue, Series A, 5.25%, 10/15/47, Continuously
Callable @100
   

3,250

     

3,385

   
Commonwealth Financing Authority Revenue, 5.00%, 6/1/35, Continuously
Callable @100
   

500

     

556

   
Commonwealth of Pennsylvania Certificate of Participation, Series A, 5.00%,
7/1/43, Continuously Callable @100
   

1,000

     

1,116

   

County of Lehigh Revenue, 4.00%, 7/1/49, Continuously Callable @100

   

15,000

     

15,760

   

Delaware County Authority Revenue, 5.00%, 10/1/39, Continuously Callable @100

   

2,250

     

2,538

   
Delaware River Joint Toll Bridge Commission Revenue, 5.00%, 7/1/47,
Continuously Callable @100
   

5,000

     

5,459

   

Lancaster IDA Revenue, 4.00%, 7/1/51, Continuously Callable @103

   

1,000

     

962

   
Montgomery County Higher Education & Health Authority Revenue
4.00%, 9/1/49, Continuously Callable @100
   

2,500

     

2,545

   

4.00%, 9/1/51, Continuously Callable @100

   

3,500

     

3,554

   
Montgomery County IDA Revenue
5.00%, 12/1/48, Continuously Callable @102
   

2,000

     

2,131

   

5.00%, 12/1/49, Continuously Callable @103

   

2,000

     

2,170

   
Northampton County General Purpose Authority Revenue
4.00%, 8/15/40, Continuously Callable @100
   

4,000

     

4,079

   

5.00%, 8/15/48, Continuously Callable @100

   

2,440

     

2,646

   
Northeastern Pennsylvania Hospital & Education Authority Revenue
5.00%, 5/1/44, Continuously Callable @100
   

1,000

     

1,087

   

5.00%, 5/1/49, Continuously Callable @100

   

1,350

     

1,459

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Pennsylvania Economic Development Financing Authority Revenue
4.00%, 7/1/46, Continuously Callable @103
 

$

1,000

   

$

1,042

   

Series A, 4.00%, 10/15/51, Continuously Callable @100

   

2,320

     

2,410

   
Pennsylvania Higher Educational Facilities Authority Revenue
Series A, 5.25%, 7/15/33, Pre-refunded 7/15/23 @ 100
   

1,970

     

2,059

   

Series A, 5.50%, 7/15/38, Pre-refunded 7/15/23 @ 100

   

2,750

     

2,882

   

Series A, 4.00%, 7/15/46, Continuously Callable @100

   

2,025

     

2,069

   
Pennsylvania Turnpike Commission Revenue
5.00%, 12/1/37, Continuously Callable @100
   

1,000

     

1,110

   

Series A, 4.00%, 12/1/49, Continuously Callable @100

   

5,000

     

5,143

   

Series A-1, 5.00%, 12/1/46, Continuously Callable @100

   

3,000

     

3,185

   

Series A-1, 5.00%, 12/1/47, Continuously Callable @100

   

4,000

     

4,388

   

Series A-2, 5.00%, 12/1/33, Continuously Callable @100

   

1,250

     

1,416

   

Series B, 5.00%, 6/1/39, Continuously Callable @100

   

8,000

     

8,667

   

Series B, 5.00%, 12/1/43, Continuously Callable @100

   

5,000

     

5,602

   

Series B, 5.25%, 12/1/44, Continuously Callable @100

   

10,000

     

10,605

   

Series B, 4.00%, 12/1/51, Continuously Callable @100

   

1,500

     

1,546

   

Series B, 4.00%, 12/1/51, Continuously Callable @100

   

3,345

     

3,521

   

Series B, 4.00%, 12/1/53, Continuously Callable @100

   

5,645

     

5,931

   

Series B-1, 5.00%, 6/1/42, Continuously Callable @100

   

4,000

     

4,385

   
Philadelphia School District, GO, Series A, 5.00%, 9/1/44, Continuously
Callable @100
   

10,000

     

11,313

   
Pittsburgh Water & Sewer Authority Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 5.00%, 9/1/44, Continuously Callable @100
   

5,000

     

5,679

   
Reading School District, GO (INS — Build America Mutual Assurance Co.),
Series A, 4.00%, 4/1/44, Continuously Callable @100
   

1,055

     

1,131

   
School District of Philadelphia, GO
Series B, 5.00%, 9/1/43, Continuously Callable @100
   

2,500

     

2,791

   

Series F, 5.00%, 9/1/37, Continuously Callable @100

   

1,000

     

1,090

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.),
Series E, 4.00%, 12/1/37, Continuously Callable @100
   

1,025

     

1,087

   
The School District of Philadelphia, GO
Series F, 5.00%, 9/1/38, Pre-refunded 9/1/26 @ 100
   

10

     

11

   

Series F, 5.00%, 9/1/38, Continuously Callable @100

   

1,990

     

2,168

   
Wilkes-Barre Area School District, GO (INS — Build America Mutual Assurance Co.)
4.00%, 4/15/49, Continuously Callable @100
   

750

     

790

   

5.00%, 4/15/59, Continuously Callable @100

   

3,000

     

3,390

   
     

197,336

   

Puerto Rico (0.1%):

 
Puerto Rico Industrial Tourist Educational Medical & Environmental Control
Facilities Authority Revenue, 5.38%, 4/1/42, Continuously Callable @100
   

2,000

     

2,004

   

Rhode Island (0.1%):

 
Rhode Island Health & Educational Building Corp. Revenue, 6.00%, 9/1/33,
Pre-refunded 9/1/23 @ 100
   

2,000

     

2,123

   
Rhode Island Housing & Mortgage Finance Corp. Revenue, Series 15-A, 6.85%,
10/1/24, Continuously Callable @100
   

180

     

180

   
     

2,303

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

South Carolina (0.4%):

 
City of Rock Hill Combined Utility System Revenue, Series A, 4.00%, 1/1/49,
Continuously Callable @100
 

$

2,500

   

$

2,585

   
Patriots Energy Group Revenue
Series A, 4.00%, 6/1/46, Continuously Callable @100
   

1,000

     

1,049

   

Series A, 4.00%, 6/1/51, Continuously Callable @100

   

1,000

     

1,042

   
South Carolina Jobs-Economic Development Authority Revenue
5.00%, 11/15/47, Continuously Callable @103
   

1,850

     

2,017

   

5.00%, 4/1/54, Continuously Callable @103

   

1,000

     

1,063

   

4.00%, 4/1/54, Continuously Callable @103

   

1,165

     

1,127

   
     

8,883

   

South Dakota (0.0%): (i)

 
Educational Enhancement Funding Corp. Revenue, Series B, 5.00%, 6/1/27,
Pre-refunded 6/1/23 @ 100
   

500

     

519

   

Tennessee (0.6%):

 
Greeneville Health & Educational Facilities Board Revenue, 5.00%, 7/1/44,
Continuously Callable @100
   

2,000

     

2,211

   
Johnson City Health & Educational Facilities Board Revenue, 5.00%, 8/15/42,
Continuously Callable @100
   

2,000

     

2,020

   
Metropolitan Government Nashville & Davidson Country Health & Educational
Facilities Board Revenue, 4.00%, 10/1/51, Continuously Callable @100
   

1,000

     

940

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue
5.00%, 10/1/45, Continuously Callable @100
   

1,500

     

1,583

   

5.00%, 7/1/46, Continuously Callable @100

   

4,000

     

4,261

   
Metropolitan Nashville Airport Authority Revenue, Series A, 4.00%, 7/1/54,
Continuously Callable @100
   

2,000

     

2,062

   
     

13,077

   

Texas (16.3%):

 
Arlington Higher Education Finance Corp. Revenue (NBGA — Texas Permanent
School Fund)
4.00%, 8/15/43, Continuously Callable @100
   

10,000

     

10,561

   

4.00%, 8/15/44, Continuously Callable @100

   

2,170

     

2,241

   

Series A, 5.00%, 2/15/41, Continuously Callable @100

   

3,000

     

3,275

   

Series A, 5.00%, 12/1/53, Continuously Callable @100

   

7,200

     

7,650

   
Bexar County Health Facilities Development Corp. Revenue
5.00%, 7/15/42, Continuously Callable @105
   

600

     

637

   

4.00%, 7/15/45, Continuously Callable @100

   

8,450

     

8,289

   
Capital Area Housing Finance Corp. Revenue (LOC-Deutsche Bank A.G.),
Series 2021-XF1131, 0.76%, 12/1/61, Callable 12/1/38 @ 100 (c) (e)
   

5,000

     

5,000

   
Central Texas Regional Mobility Authority Revenue
4.00%, 1/1/41, Continuously Callable @100
   

5,000

     

5,122

   

5.00%, 1/1/42, Pre-refunded 1/1/23 @ 100

   

2,500

     

2,567

   

Series A, 5.00%, 1/1/45, Pre-refunded 7/1/25 @ 100

   

3,500

     

3,823

   
Central Texas Turnpike System Revenue
Series A, 5.00%, 8/15/41, Pre-refunded 8/15/22 @ 100
   

3,850

     

3,906

   

Series C, 5.00%, 8/15/42, Continuously Callable @100

   

6,500

     

6,794

   
Central Texas Turnpike System Revenue (INS — AMBAC Assurance Corp.),
Series A, 8/15/30 (d)
   

18,530

     

14,604

   

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
City of Arlington Special Tax (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 2/15/48, Continuously Callable @100
 

$

7,500

   

$

8,134

   
City of Corpus Christi Utility System Revenue, 4.00%, 7/15/39, Continuously
Callable @100
   

5,900

     

6,144

   
City of Garland Texas Electric Utility System Revenue, Series A, 4.00%, 3/1/51,
Continuously Callable @100
   

1,000

     

1,064

   
City of Houston Hotel Occupancy Tax & Special Revenue, 5.00%, 9/1/40,
Continuously Callable @100
   

3,715

     

3,914

   
City of Laredo Waterworks & Sewer System Revenue, 4.00%, 3/1/41, Continuously
Callable @100
   

700

     

729

   
Clifton Higher Education Finance Corp. Revenue
6.00%, 8/15/33, Continuously Callable @100
   

1,000

     

1,047

   

6.00%, 8/15/43, Continuously Callable @100

   

2,750

     

2,874

   
Clifton Higher Education Finance Corp. Revenue (NBGA — Texas Permanent
School Fund)
5.00%, 8/15/39, Continuously Callable @100
   

4,250

     

4,508

   

4.00%, 8/15/44, Continuously Callable @100

   

11,000

     

11,674

   

5.00%, 8/15/48, Continuously Callable @100

   

10,000

     

11,257

   
County of Bexar Revenue
4.00%, 8/15/44, Continuously Callable @100
   

500

     

523

   

4.00%, 8/15/49, Continuously Callable @100

   

1,700

     

1,753

   

Del Mar College District, GO, Series A, 5.00%, 8/15/48, Continuously Callable @100

   

6,500

     

7,103

   
Everman Independent School District, GO (NBGA — Texas Permanent
School Fund), 4.00%, 2/15/50, Continuously Callable @100
   

4,500

     

4,762

   
Grand Parkway Transportation Corp. Revenue, 4.00%, 10/1/49, Continuously
Callable @100
   

2,000

     

2,090

   
Greater Texas Cultural Education Facilities Finance Corp. Revenue, 4.00%,
3/1/50, Continuously Callable @100
   

2,000

     

2,128

   
Harris County Cultural Education Facilities Finance Corp. Revenue, 5.00%,
6/1/38, Continuously Callable @100
   

6,100

     

6,210

   
Harris County Hospital District Revenue, 4.00%, 2/15/42, Continuously
Callable @100
   

15,000

     

15,457

   
Houston Higher Education Finance Corp. Revenue, Series A, 5.00%, 9/1/42,
Pre-refunded 9/1/22 @ 100
   

10,000

     

10,160

   
Karnes County Hospital District Revenue, 5.00%, 2/1/44, Continuously
Callable @100
   

6,000

     

6,237

   
Kerrville Health Facilities Development Corp. Revenue, 5.00%, 8/15/35,
Continuously Callable @100
   

1,900

     

2,039

   
Matagorda County Navigation District No. 1 Revenue
4.00%, 6/1/30, Continuously Callable @100
   

6,000

     

6,104

   

4.00%, 6/1/30, Continuously Callable @100

   

9,615

     

9,779

   
Midlothian Independent School District, GO (NBGA — Texas Permanent
School Fund), 5.00%, 2/15/47, Continuously Callable @100
   

15,000

     

16,787

   
New Hope Cultural Education Facilities Finance Corp. Revenue
2.25%, 7/1/47 (j)
   

6,000

     

5,141

   

5.00%, 4/1/48, Pre-refunded 4/1/26 @ 100

   

1,250

     

1,389

   

4.00%, 11/1/55, Continuously Callable @103

   

1,250

     

1,269

   

2.00%, 11/15/61, Continuously Callable @105 (h)

   

10,315

     

6,289

   

Series A-1, 7.50%, 11/15/37

   

410

     

379

   

Series A-2, 7.50%, 11/15/36

   

2,565

     

2,379

   

See notes to financial statements.

 


24


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
New Hope Cultural Education Facilities Finance Corp. Revenue (INS — Assured
Guaranty Municipal Corp.), 5.00%, 7/1/48, Continuously Callable @100
 

$

1,000

   

$

1,122

   
North Texas Tollway Authority Revenue
5.00%, 1/1/48, Continuously Callable @100
   

2,000

     

2,199

   

5.00%, 1/1/50, Continuously Callable @100

   

1,750

     

1,921

   

Series B, 9/1/37, Pre-refunded 9/1/31 @ 64.1040 (d)

   

3,000

     

1,461

   

Series B, 5.00%, 1/1/45, Continuously Callable @100

   

5,000

     

5,307

   
North Texas Tollway Authority Revenue (INS — National Public Finance
Guarantee Corp.), Series B, 5.00%, 1/1/48, Continuously Callable @100
   

5,000

     

5,457

   
Port of Port Arthur Navigation District Revenue
Series B, 0.51%, 4/1/40, Continuously Callable @100 (e)
   

16,400

     

16,400

   

Series C, 0.54%, 4/1/40, Continuously Callable @100 (e)

   

3,770

     

3,770

   
Princeton Independent School District, GO (NBGA — Texas Permanent
School Fund), 5.00%, 2/15/48, Continuously Callable @100
   

7,000

     

7,951

   
Prosper Independent School District, GO (NBGA — Texas Permanent
School Fund), 5.00%, 2/15/48, Continuously Callable @100
   

15,000

     

17,023

   
Red River Education Finance Corp. Revenue
4.00%, 6/1/41, Continuously Callable @100
   

2,000

     

2,043

   

5.50%, 10/1/46, Continuously Callable @100

   

3,000

     

3,288

   
San Antonio Education Facilities Corp. Revenue, 4.00%, 4/1/54, Continuously
Callable @100
   

1,000

     

1,008

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
5.00%, 11/15/46, Continuously Callable @100
   

1,000

     

1,094

   

Series B, 5.00%, 11/15/46, Continuously Callable @100

   

7,000

     

7,551

   

Series B, 5.00%, 7/1/48, Continuously Callable @100

   

10,000

     

11,249

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
Series A, 11/15/45 (j)
   

4,500

     

1,564

   

Series B, 11/15/36 (j)

   

3,600

     

1,251

   

Texas Municipal Gas Acquisition & Supply Corp. III Revenue, 5.00%, 12/15/32

   

2,000

     

2,252

   
Texas Transportation Commission Revenue, 5.00%, 8/1/57, Continuously
Callable @100
   

5,000

     

5,459

   
Uptown Development Authority Tax Allocation
5.00%, 9/1/37, Continuously Callable @100
   

4,365

     

4,582

   

5.00%, 9/1/40, Continuously Callable @100

   

2,490

     

2,606

   

Series A, 5.00%, 9/1/39, Continuously Callable @100

   

1,645

     

1,744

   
Waco Educational Finance Corp. Revenue, 4.00%, 3/1/51, Continuously
Callable @100
   

4,000

     

4,202

   
West Harris County Regional Water Authority Revenue
4.00%, 12/15/45, Continuously Callable @100
   

1,600

     

1,721

   

4.00%, 12/15/49, Continuously Callable @100

   

3,945

     

4,213

   
Ysleta Independent School District, GO (NBGA — Texas Permanent School Fund),
4.00%, 8/15/52, Continuously Callable @100
   

5,000

     

5,324

   
     

357,554

   

Utah (0.2%):

 
Military Installation Development Authority Revenue
Series A-1, 4.00%, 6/1/41, Continuously Callable @103
   

1,500

     

1,305

   

Series A-1, 4.00%, 6/1/52, Continuously Callable @103

   

1,000

     

819

   
Utah Charter School Finance Authority Revenue, Series A, 4.00%, 10/15/51,
Continuously Callable @100
   

1,550

     

1,650

   
     

3,774

   

See notes to financial statements.

 


25


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Vermont (0.2%):

 
Vermont Economic Development Authority Revenue, 4.00%, 5/1/45,
Continuously Callable @103
 

$

1,350

   

$

1,291

   
Vermont Educational & Health Buildings Financing Agency Revenue, 5.00%,
10/15/46, Continuously Callable @100
   

3,000

     

3,179

   
     

4,470

   

Virginia (0.5%):

 
Alexandria IDA Revenue
5.00%, 10/1/45, Continuously Callable @100
   

2,600

     

2,763

   

5.00%, 10/1/50, Continuously Callable @100

   

2,400

     

2,542

   
Lewistown Commerce Center Community Development Authority Tax Allocation
3.63%, 3/1/44, Continuously Callable @103 (j)
   

3,486

     

2,719

   

6.05%, 3/1/44, Continuously Callable @103

   

1,623

     

1,498

   

Series C, 0.50%, 3/1/54, Continuously Callable @100 (j)

   

5,697

     

855

   
     

10,377

   

Washington (1.2%):

 
King County Public Hospital District No. 1, GO, 5.00%, 12/1/43, Continuously
Callable @100
   

9,000

     

10,211

   
King County Public Hospital District No. 2, GO, Series A, 4.00%, 12/1/45,
Continuously Callable @100
   

4,000

     

4,217

   
Washington Health Care Facilities Authority Revenue, 4.00%, 7/1/42,
Continuously Callable @100
   

5,500

     

5,697

   
Washington Higher Education Facilities Authority Revenue, 4.00%, 5/1/50,
Continuously Callable @100
   

1,250

     

1,316

   
Washington State Housing Finance Commission Revenue
5.00%, 1/1/43, Continuously Callable @102 (c)
   

3,055

     

3,322

   

Series A-1, 3.50%, 12/20/35

   

988

     

973

   
     

25,736

   

West Virginia (0.1%):

 
West Virginia Hospital Finance Authority Revenue, 5.00%, 1/1/43, Continuously
Callable @100
   

2,000

     

2,212

   

Wisconsin (3.4%):

 
City of Kaukauna Electric System Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 5.00%, 12/15/35, Pre-refunded 12/15/22 @ 100
   

7,800

     

8,006

   
Public Finance Authority Revenue
5.25%, 5/15/42, Continuously Callable @102 (c)
   

2,200

     

2,345

   

5.00%, 7/1/44, Continuously Callable @100

   

6,000

     

6,655

   

5.00%, 11/15/44, Continuously Callable @103

   

460

     

500

   

4.00%, 1/1/45, Continuously Callable @100

   

1,500

     

1,530

   

5.00%, 7/1/47, Continuously Callable @100

   

1,000

     

1,029

   

5.00%, 6/15/49, Continuously Callable @100 (c)

   

520

     

533

   

5.00%, 6/15/49, Continuously Callable @100

   

1,480

     

1,605

   

5.00%, 11/15/49, Continuously Callable @103

   

2,400

     

2,603

   

4.00%, 2/1/51, Continuously Callable @100

   

1,500

     

1,557

   

4.00%, 10/1/51, Continuously Callable @103

   

2,185

     

2,225

   

4.00%, 1/1/52, Continuously Callable @103

   

2,350

     

2,430

   

5.00%, 7/1/52, Continuously Callable @100

   

1,000

     

1,028

   

5.00%, 6/15/53, Continuously Callable @100

   

1,000

     

1,082

   

See notes to financial statements.

 


26


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 6/15/54, Continuously Callable @100 (c)

 

$

455

   

$

465

   

Series A, 5.25%, 10/1/43, Continuously Callable @100

   

3,090

     

3,376

   

Series A, 4.00%, 10/1/47, Continuously Callable @100

   

4,740

     

4,846

   

Series A, 4.00%, 10/1/49, Continuously Callable @100

   

11,000

     

11,284

   

Series A, 4.00%, 7/1/51, Continuously Callable @100

   

1,000

     

937

   

Series A, 4.00%, 7/1/56, Continuously Callable @100

   

2,250

     

2,254

   

Series A-1, 4.00%, 7/1/51, Continuously Callable @100 (c)

   

2,870

     

2,880

   
Public Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 7/1/54, Continuously Callable @100
   

1,285

     

1,415

   

5.00%, 7/1/58, Continuously Callable @100

   

1,500

     

1,650

   
Wisconsin Health & Educational Facilities Authority Revenue
4.00%, 1/1/47, Continuously Callable @103
   

120

     

110

   

5.00%, 7/1/49, Continuously Callable @100

   

1,000

     

1,081

   

5.00%, 3/15/50, Continuously Callable @100

   

1,175

     

1,294

   

4.00%, 12/1/51, Continuously Callable @100

   

500

     

468

   

4.00%, 1/1/57, Continuously Callable @103

   

3,000

     

2,608

   

Series A, 5.00%, 9/15/50, Pre-refunded 9/15/23 @ 100

   

5,000

     

5,226

   

Series B, 4.00%, 9/15/45, Continuously Callable @103

   

475

     

469

   

Series B, 5.00%, 9/15/45, Continuously Callable @100

   

1,000

     

1,012

   
     

74,503

   

Total Municipal Bonds (Cost $2,142,120)

   

2,172,478

   

Total Investments (Cost $2,142,120) — 98.9%

   

2,172,478

   

Other assets in excess of liabilities — 1.1%

   

23,592

   

NET ASSETS — 100.00%

 

$

2,196,070

   

(a)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2022.

(b)  Put Bond.

(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 March 31, 2022, the fair value of these securities was $69,149 thousands and amounted to 3.1% of net assets.

(d)  Zero-coupon bond.

(e)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(f)  Stepped-coupon security converts to coupon form on 8/1/24 with a rate of 5.95%.

(g)  Stepped-coupon security converts to coupon form on 8/1/24 with a rate of 6.05%.

(h)  Stepped-coupon security coupon converts from 2% to 5% on 11/15/26.

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

(j)  Currently the issuer is in default with respect to interest and/or principal payments.

AMBAC — American Municipal Bond Assurance Corporation

See notes to financial statements.

 


27


 
USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LOC — Letter of Credit

MUNIPSA — Municipal Swap Index

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.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.

 


28


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Long-Term Fund
 

Assets:

 

Investments, at value (Cost $2,142,120)

 

$

2,172,478

   

Cash

   

327

   

Receivables:

 

Interest

   

24,517

   

Capital shares issued

   

2,085

   

From Adviser

   

5

   

Prepaid expenses

   

30

   

Total Assets

   

2,199,442

   

Liabilities:

 

Payables:

 

Distributions

   

883

   

Capital shares redeemed

   

1,385

   

Accrued expenses and other payables:

 

Investment advisory fees

   

617

   

Administration fees

   

284

   

Custodian fees

   

24

   

Transfer agent fees

   

60

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(a)

 

Other accrued expenses

   

117

   

Total Liabilities

   

3,372

   

Net Assets:

 

Capital

   

2,261,048

   

Total accumulated earnings/(loss)

   

(64,978

)

 

Net Assets

 

$

2,196,070

   

Net Assets

 

Fund Shares

 

$

2,127,775

   

Institutional Shares

   

64,506

   

Class A

   

3,789

   

Total

 

$

2,196,070

   

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

 

Fund Shares

   

164,731

   

Institutional Shares

   

4,995

   

Class A

   

294

   

Total

   

170,020

   

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

 

Fund Shares

 

$

12.92

   

Institutional Shares

 

$

12.91

   

Class A

 

$

12.90

   

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
 

$

13.20

   

(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.

 


29


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA Tax Exempt
Long-Term Fund
 

Investment Income:

 

Interest

 

$

77,738

   

Total Income

   

77,738

   

Expenses:

 

Investment advisory fees

   

7,223

   

Administration fees — Fund Shares

   

3,590

   

Administration fees — Institutional Shares

   

9

   

Administration fees — Class A

   

6

   

Sub-Administration fees

   

28

   
12b-1 fees — Class A    

9

   

Custodian fees

   

98

   

Transfer agent fees — Fund Shares

   

625

   

Transfer agent fees — Institutional Shares

   

9

   

Transfer agent fees — Class A

   

4

   

Trustees' fees

   

50

   

Compliance fees

   

16

   

Legal and audit fees

   

56

   

State registration and filing fees

   

59

   

Interfund lending fees

   

(a)

 

Other expenses

   

269

   

Recoupment of prior expenses waived/reimbursed by Adviser

   

23

   

Total Expenses

   

12,074

   

Expenses waived/reimbursed by Adviser

   

(35

)

 

Net Expenses

   

12,039

   

Net Investment Income (Loss)

   

65,699

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(33,056

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(102,892

)

 

Net realized/unrealized gains (losses) on investments

   

(135,948

)

 

Change in net assets resulting from operations

 

$

(70,249

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


30


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Tax Exempt
Long-Term Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

65,699

   

$

75,115

   

Net realized gains (losses)

   

(33,056

)

   

(731

)

 

Net change in unrealized appreciation/depreciation

   

(102,892

)

   

87,771

   

Change in net assets resulting from operations

   

(70,249

)

   

162,155

   

Distributions to Shareholders:

 

Fund Shares

   

(65,256

)

   

(74,812

)

 

Institutional Shares

   

(271

)

   

(88

)(a)

 

Class A

   

(96

)

   

(232

)

 

Change in net assets resulting from distributions to shareholders

   

(65,623

)

   

(75,132

)

 

Change in net assets resulting from capital transactions

   

(86,235

)

   

(79,868

)

 

Change in net assets

   

(222,107

)

   

7,155

   

Net Assets:

 

Beginning of period

   

2,418,177

     

2,411,022

   

End of period

 

$

2,196,070

   

$

2,418,177

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(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 Tax Exempt
Long-Term Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

139,630

   

$

184,740

   

Distributions reinvested

   

55,245

     

62,179

   

Cost of shares redeemed

   

(337,291

)

   

(332,780

)

 

Total Fund Shares

 

$

(142,416

)

 

$

(85,861

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

65,362

   

$

6,625

(a)

 

Distributions reinvested

   

242

     

75

(a)

 

Cost of shares redeemed

   

(4,889

)

   

(1,210

)(a)

 

Total Institutional Shares

 

$

60,715

   

$

5,490

   

Class A

 

Proceeds from shares issued

 

$

836

   

$

8,389

   

Distributions reinvested

   

83

     

79

   

Cost of shares redeemed

   

(5,453

)

   

(7,965

)

 

Total Class A

 

$

(4,534

)

 

$

503

   

Change in net assets resulting from capital transactions

 

$

(86,235

)

 

$

(79,868

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

10,107

     

13,640

   

Reinvested

   

4,019

     

4,599

   

Redeemed

   

(24,748

)

   

(24,772

)

 

Total Fund Shares

   

(10,622

)

   

(6,533

)

 

Institutional Shares

 

Issued

   

4,939

     

487

(a)

 

Reinvested

   

18

     

5

(a)

 

Redeemed

   

(366

)

   

(88

)(a)

 

Total Institutional Shares

   

4,591

     

404

   

Class A

 

Issued

   

63

     

625

   

Reinvested

   

6

     

6

   

Redeemed

   

(393

)

   

(595

)

 

Total Class A

   

(324

)

   

36

   

Change in Shares

   

(6,355

)

   

(6,093

)

 

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

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)
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Tax Exempt Long-Term Fund

     

Fund Shares

     

Year Ended March 31:

 

2022

 

$

13.71

     

0.38

(d)

   

(0.79

)

   

(0.41

)

   

(0.38

)

   

(0.38

)

 

2021

 

$

13.21

     

0.42

(d)

   

0.50

     

0.92

     

(0.42

)

   

(0.42

)

 

2020

 

$

13.28

     

0.45

(d)

   

(0.07

)

   

0.38

     

(0.45

)

   

(0.45

)

 

2019

 

$

13.21

     

0.49

     

0.07

     

0.56

     

(0.49

)

   

(0.49

)

 

2018

 

$

13.25

     

0.51

     

(0.03

)

   

0.48

     

(0.52

)

   

(0.52

)

 

Institutional Shares

     
Year Ended
March 31, 2022
 

$

13.71

     

0.39

(d)

   

(0.81

)

   

(0.42

)

   

(0.38

)

   

(0.38

)

 
June 29, 2020 (e)
through
March 31, 2021
 

$

13.40

     

0.31

(d)

   

0.32

     

0.63

     

(0.32

)

   

(0.32

)

 

Class A

     

Year Ended March 31:

 

2022

 

$

13.69

     

0.35

(d)

   

(0.79

)

   

(0.44

)

   

(0.35

)

   

(0.35

)

 

2021

 

$

13.19

     

0.40

(d)

   

0.50

     

0.90

     

(0.40

)

   

(0.40

)

 

2020

 

$

13.26

     

0.43

(d)

   

(0.08

)

   

0.35

     

(0.42

)

   

(0.42

)

 

2019

 

$

13.19

     

0.46

     

0.08

     

0.54

     

(0.47

)

   

(0.47

)

 

2018

 

$

13.23

     

0.48

     

(0.04

)

   

0.44

     

(0.48

)

   

(0.48

)

 

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

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, for Fund Shares and Class A, and June 29, 2020, for Institutional Shares, 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.

†  Does not include acquired fund fees and expenses, if any.

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

(b)  Annualized for periods less than one year.

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

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

(e)  Commencement of operations.

(f)  Prior to August 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Class A to 0.80% of Class A average daily net assets.

See notes to financial statements.

 


34


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

 

     

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(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 Tax Exempt Long-Term Fund

 

Fund Shares

 

Year Ended March 31:

 

2022

 

$

12.92

     

(3.15

)%

   

0.50

%

   

2.73

%

   

0.50

%

 

$

2,127,775

     

10

%

 

2021

 

$

13.71

     

7.00

%

   

0.47

%

   

3.13

%

   

0.48

%

 

$

2,404,178

     

21

%

 

2020

 

$

13.21

     

2.74

%

   

0.48

%

   

3.36

%

   

0.48

%

 

$

2,403,342

     

24

%

 

2019

 

$

13.28

     

4.39

%

   

0.48

%

   

3.73

%

   

0.48

%

 

$

2,362,819

     

13

%

 

2018

 

$

13.21

     

3.62

%

   

0.47

%

   

3.83

%

   

0.47

%

 

$

2,358,955

     

14

%

 

Institutional Shares

 
Year Ended
March 31, 2022
 

$

12.91

     

(3.16

)%

   

0.44

%

   

2.92

%

   

0.65

%

 

$

64,506

     

10

%

 
June 29, 2020 (e)
through
March 31, 2021
 

$

13.71

     

4.71

%

   

0.44

%

   

3.03

%

   

0.98

%

 

$

5,533

     

21

%

 

Class A

 

Year Ended March 31:

 

2022

 

$

12.90

     

(3.33

)%

   

0.69

%

   

2.56

%

   

1.11

%

 

$

3,789

     

10

%

 

2021

 

$

13.69

     

6.80

%

   

0.67

%

   

2.94

%

   

1.08

%

 

$

8,466

     

21

%

 

2020

 

$

13.19

     

2.53

%

   

0.70

%

   

3.15

%

   

1.01

%

 

$

7,680

     

24

%

 

2019

 

$

13.26

     

4.16

%

   

0.70

%

   

3.51

%

   

0.94

%

 

$

7,745

     

13

%

 

2018

 

$

13.19

     

3.36

%

   

0.74

%(f)

   

3.57

%

   

0.92

%

 

$

8,577

     

14

%

 

See notes to financial statements.

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Tax Exempt Long-Term 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 U.S. Generally Accepted Accounting Principles ("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
March 31, 2022
 

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

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

A summary of the valuations as of March 31, 2022, 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

 

Municipal Bonds

 

$

   

$

2,172,478

   

$

   

$

2,172,478

   

Total

 

$

   

$

2,172,478

   

$

   

$

2,172,478

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

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.

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.

 


37


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.

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.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2022, 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)
 
$

89,900

   

$

103,725

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

232,559

   

$

222,085

   
 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 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.

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 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2022, 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 the respective class' performance to that of the Lipper General & Insured Municipal Debt Funds Index. The Lipper General & Insured Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper General & Insured Municipal Debt Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the 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 General & Insured Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period April 1, 2021, to March 31, 2022, performance adjustments were $484, less than $1, and less than $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.02%, less than 0.01%, and (0.01)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory

 


39


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 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 March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor

 


40


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended March 31, 2022, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 0.48%, 0.44%, and 0.70% 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 

$

14

   

$

62

   

$

35

   

$

111

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

 


41


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 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.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. 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 year ended March 31, 2022, 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 London Interbank Offered Rate ("LIBOR") plus one percent, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement)

 


42


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

on amounts borrowed. Prior to June 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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 reflected on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2022, were as follows (amounts in thousands):

  Borrower
or
Lender
 

Amount
Outstanding at
March 31, 2022

 

Average
Borrowing*

 

Days
Borrowing
Outstanding

 

Average
Interest
Rate*

 

Maximum
Borrowing
During
the Period

 

    Borrower

 

$

   

$

3,998

     

1

     

0.57

%

 

$

3,998

   

*  For the year ended March 31, 2022, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

 


43


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

   

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 

  Distributions
Paid From
 

 

  Distributions
Paid From
     


 
Tax-Exempt
Income
  Total
Distributions
Paid
 
Tax-Exempt
Income
  Total
Distributions
Paid
 
   

$

65,623

   

$

65,623

   

$

75,132

   

$

75,132

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital
and Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

9,776

   

$

(5,690

)

 

$

4,086

   

$

(97,149

)

 

$

28,085

   

$

(64,978

)

 

*  The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and defaulted bond adjustments.

As of March 31, 2022, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term
Amount
  Long-Term
Amount
 

Total

 
$

15,382

   

$

81,767

   

$

97,149

   

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

2,144,393

   

$

73,278

   

$

(45,193

)

 

$

28,085

   
 


44


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Long-Term Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Long-Term Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


45


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


46


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


47


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


48


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


49


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

 
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


50


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses
Paid
During
Period
10/1/21-
3/31/22*
  Hypothetical
Expenses
Paid
During
Period
10/1/21-
3/31/22*
  Annualized
Expense
Ratio
During
Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

946.80

   

$

1,022.39

   

$

2.48

   

$

2.57

     

0.51

%

 

Institutional Shares

   

1,000.00

     

946.30

     

1,022.74

     

2.14

     

2.22

     

0.44

%

 

Class A

   

1,000.00

     

945.80

     

1,021.44

     

3.40

     

3.53

     

0.70

%

 

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

 


51


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

    Tax
Exempt
Distributions
 
   

$

65,623

   
 


52


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Long-Term Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


53


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2021.

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

 


54


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


55


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


56


 

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

 

www.vcm.com

  (800) 235-8396  

40858-0522


 

March 31, 2022

Annual Report

USAA Tax Exempt Intermediate-Term 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    46    

Statement of Operations

    47    

Statements of Changes in Net Assets

    48    

Financial Highlights

    50    

Notes to Financial Statements

   

52

   
Report of Independent
Registered Public Accounting Firm
   

61

   

Supplemental Information (Unaudited)

   

62

   

Trustee and Officer Information

    62    

Proxy Voting and Portfolio Holdings Information

    67    

Expense Examples

    67    

Additional Federal Income Tax Information

    68    

Advisory Contract Renewal

    69    

Liquidity Risk Management Program

    72    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Tax Exempt Intermediate-Term Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds, as measured by the Bloomberg Municipal Bond Index, generated negative returns during the 12-month reporting period ended March 31, 2022, due largely to rising municipal bond yields in the last quarter of the fiscal year. (Bond prices and yields move in opposite directions.)

The reporting period began with the municipal market fighting the headwinds of potentially higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers. During the first three quarters of the fiscal year, the Bloomberg Municipal Bond Index returned 1.87%.

The municipal market turned meaningfully negative in the first quarter of 2022. The Bloomberg Municipal Bond Index returned -6.23% for the quarter. The negative returns were driven by a material increase in Treasury and AAA Municipal Bond yields. These rates rose significantly in response to the U.S. Federal Reserve's initiation of monetary tightening. Negative returns were also driven by significant outflows of assets from municipal bond mutual funds.

At the end of the reporting period, the yield on the Bloomberg Municipal Bond Index was 2.60%, which was notably higher than at the start of the fiscal year (1.18% on March 31, 2021). While the increase in rates detracted from performance during this fiscal year, we believe the higher rates should drive higher returns over the long-term.

•  How did the USAA Tax Exempt Intermediate-Term Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended March 31, 2022, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of -3.86%, -3.78%, and -4.10%, respectively, versus an average return of -3.87% amongst the funds in the Lipper Intermediate Municipal Debt Funds category. This compares to returns of -3.96% for the Lipper Intermediate Municipal Debt Funds Index, and -4.21% for the Bloomberg Municipal 1-15 Years Blend Index.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to

 


4


 

USAA Mutual Funds Trust

USAA Tax Exempt Intermediate-Term Fund (continued)

Manager's Commentary (continued)

recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of intermediate-term, primarily investment-grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

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

 


5


 

USAA Mutual Funds Trust

USAA Tax Exempt Intermediate-Term Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

 

Class A

         

INCEPTION DATE

 

3/19/82

 

6/29/20

 

8/1/10

         
    Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Bloomberg
Municipal
1-15 Years
Blend Index1
  Lipper
Intermediate
Municipal Debt
Funds Index2
 

One Year

   

–3.86

%

   

–3.78

%

   

–4.10

%

   

–6.27

%

   

–4.21

%

   

–3.96

%

 

Five Year

   

2.72

%

   

NA

     

2.48

%

   

2.02

%

   

2.12

%

   

2.11

%

 

Ten Year

   

2.84

%

   

NA

     

2.59

%

   

2.35

%

   

2.40

%

   

2.29

%

 

Since Inception

   

NA

     

0.12

%

   

NA

     

NA

     

NA

     

NA

   

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

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

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

USAA Tax Exempt Intermediate-Term Fund — Growth of $10,000

1The unmanaged Bloomberg 1-15 Years Municipal Blend Index is a market value-weighted index which covers the short and intermediate components of the Bloomberg Barclays Municipal Bond Index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The unmanaged Lipper Intermediate Municipal Debt Funds Index measures the Fund's performance to that of the Lipper Intermediate Municipal Debt Funds category. This index does not include the effect of sales charges, commmissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide interest income that is exempt from federal income tax.

Top 10 Industries:

March 31, 2022

(% of Net Assets)

General

   

19.7

%

 

Medical

   

19.7

%

 

Transportation

   

11.8

%

 

General Obligation

   

6.3

%

 

Higher Education

   

6.2

%

 

Nursing Homes

   

5.3

%

 

Power

   

4.1

%

 

Development

   

3.9

%

 

School District

   

3.9

%

 

Education

   

3.7

%

 

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

 


7


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (99.2%)

 

Alabama (1.8%):

 
Infirmary Health System Special Care Facilities Financing Authority of Mobile
Revenue, 5.00%, 2/1/36, Continuously Callable @100
 

$

8,000

   

$

8,857

   
Lower Alabama Gas District Revenue
Series A, 5.00%, 9/1/27
   

5,000

     

5,461

   

Series A, 5.00%, 9/1/28

   

7,000

     

7,732

   

Series A, 5.00%, 9/1/34

   

35,000

     

39,991

   
Montgomery Medical Clinic Board Revenue
5.00%, 3/1/33, Continuously Callable @100
   

5,955

     

6,326

   

5.00%, 3/1/36, Continuously Callable @100

   

1,750

     

1,850

   
Southeast Energy Authority A Cooperative District Revenue, Series B, 4.00%,
12/1/51, (Put Date 12/1/31), Callable 9/1/31 @100.62 (a)
   

10,000

     

10,757

   
The Health Care Authority of the City of Huntsville Revenue
Series B1, 4.00%, 6/1/39, Continuously Callable @100
   

2,000

     

2,111

   

Series B1, 4.00%, 6/1/40, Continuously Callable @100

   

2,555

     

2,688

   
     

85,773

   

Arizona (2.1%):

 
Arizona Health Facilities Authority Revenue, 2.36% (MUNIPSA+185bps),
2/1/48, (Put Date 2/1/23) (a) (b)
   

30,000

     

30,357

   
Arizona IDA Revenue
4.00%, 12/15/41, Continuously Callable @100 (c)
   

955

     

936

   

Series A, 4.00%, 7/1/41, Continuously Callable @100

   

750

     

751

   

Series B, 4.00%, 7/1/41, Continuously Callable @100

   

600

     

603

   
City of Phoenix Civic Improvement Corp. Revenue (INS — National Public
Finance Guarantee Corp.)
5.50%, 7/1/24
   

3,270

     

3,489

   

5.50%, 7/1/25

   

2,115

     

2,312

   
Maricopa County IDA Revenue
1.08% (MUNIPSA+57bps), 1/1/35, (Put Date 10/18/24) (a) (b)
   

2,280

     

2,285

   

5.00%, 7/1/39, Continuously Callable @100 (c)

   

2,000

     

2,130

   

4.00%, 7/1/41, Continuously Callable @100 (c)

   

1,250

     

1,225

   

Tempe IDA Revenue, Series A, 4.00%, 12/1/38, Continuously Callable @102

   

2,690

     

2,724

   
The City of Phoenix IDA Revenue
3.75%, 7/1/24
   

3,465

     

3,505

   

5.00%, 7/1/34, Continuously Callable @100

   

11,100

     

11,469

   

5.00%, 7/1/36, Continuously Callable @100

   

1,675

     

1,749

   

5.00%, 10/1/36, Continuously Callable @100

   

4,250

     

4,657

   

The County of Pima IDA Revenue, 4.00%, 6/15/41, Continuously Callable @100 (c)

   

3,500

     

3,316

   
The Pima County IDA Revenue
4.13%, 6/15/29, Continuously Callable @100 (c)
   

4,900

     

4,914

   

4.00%, 4/1/40, Continuously Callable @100

   

1,350

     

1,420

   

4.00%, 4/1/41, Continuously Callable @100

   

1,690

     

1,777

   
The Prima County IDA Revenue
4.00%, 6/15/22 (c)
   

250

     

251

   

Series A, 4.50%, 6/1/30, Continuously Callable @100

   

2,680

     

2,691

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
The Yavapai County IDA Revenue
0.95%, 4/1/29, (Put Date 6/1/22) (a)
 

$

15,000

   

$

15,000

   

4.00%, 8/1/38, Continuously Callable @100

   

1,000

     

1,048

   
     

98,609

   

Arkansas (0.8%):

 
Arkansas Development Finance Authority Revenue
5.00%, 9/1/37, Continuously Callable @100
   

1,000

     

1,141

   

5.00%, 9/1/38, Continuously Callable @100

   

1,000

     

1,139

   

5.00%, 9/1/39, Continuously Callable @100

   

1,000

     

1,137

   

5.00%, 9/1/40, Continuously Callable @100

   

1,045

     

1,186

   
2.06% (MUNIPSA+155bps), 9/1/44, (Put Date 9/1/22), Callable
5/13/22 @100 (a) (b)
   

29,000

     

29,126

   
University of Arkansas — Pulaski Technical College Revenue (INS — Build
America Mutual Assurance Co.), 5.00%, 9/1/30, Continuously Callable @100
   

4,290

     

4,623

   
     

38,352

   

California (5.0%):

 
Anaheim Public Financing Authority Revenue
Series A, 5.00%, 5/1/28, Pre-refunded 5/1/24 @100
   

500

     

531

   

Series A, 5.00%, 5/1/29, Pre-refunded 5/1/24 @100

   

500

     

532

   

Series A, 5.00%, 5/1/30, Pre-refunded 5/1/24 @100

   

1,000

     

1,063

   
Bay Area Toll Authority Revenue
1.61% (MUNIPSA+110bps), 4/1/45, (Put Date 4/1/24), Callable
10/1/23 @100 (a) (b)
   

17,000

     

17,200

   
1.41% (MUNIPSA+90bps), 4/1/45, (Put Date 5/1/23), Callable
11/1/22 @100 (a) (b)
   

10,000

     

10,100

   
California Health Facilities Financing Authority Revenue, 2.00%, 10/1/36,
(Put Date 10/1/25), Callable 10/1/25 @100 (a)
   

8,500

     

8,453

   
California School Finance Authority Revenue
5.00%, 8/1/31, Continuously Callable @100 (c)
   

450

     

485

   

5.00%, 8/1/31, Pre-refunded 8/1/25 @100 (c)

   

50

     

55

   

5.00%, 8/1/36, Continuously Callable @100 (c)

   

1,450

     

1,554

   

5.00%, 8/1/36, Pre-refunded 8/1/25 @100 (c)

   

150

     

164

   
California State Public Works Board Revenue
Series A, 5.00%, 3/1/25, Continuously Callable @100
   

1,250

     

1,287

   

Series A, 5.00%, 3/1/26, Continuously Callable @100

   

1,365

     

1,405

   

Series B, 5.00%, 10/1/31, Continuously Callable @100

   

11,465

     

12,274

   

Series G, 5.00%, 11/1/28, Continuously Callable @100

   

7,000

     

7,133

   
California State University Revenue
5.00%, 11/1/29, Pre-refunded 11/1/24 @100
   

9,835

     

10,589

   

5.00%, 11/1/29, Pre-refunded 11/1/24 @100

   

165

     

178

   

Series A, 5.00%, 11/1/33, Continuously Callable @100

   

10,000

     

10,968

   
California Statewide Communities Development Authority Revenue
5.00%, 5/15/32, Continuously Callable @100
   

1,250

     

1,370

   

5.00%, 5/15/33, Continuously Callable @100

   

2,000

     

2,192

   

5.00%, 5/15/34, Continuously Callable @100

   

1,250

     

1,367

   

5.00%, 5/15/35, Continuously Callable @100

   

2,000

     

2,185

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Cerritos Community College District, GO
Series D, 2.21%, 8/1/25
 

$

1,510

   

$

1,403

   

Series D, 2.46%, 8/1/27

   

1,000

     

878

   

Series D, 2.52%, 8/1/28

   

1,000

     

853

   
Chula Vista Municipal Financing Authority Special Tax
Series B, 5.00%, 9/1/27, Continuously Callable @100
   

1,520

     

1,657

   

Series B, 5.00%, 9/1/28, Continuously Callable @100

   

1,700

     

1,853

   

Series B, 5.00%, 9/1/29, Continuously Callable @100

   

1,785

     

1,944

   

Series B, 5.00%, 9/1/30, Continuously Callable @100

   

2,635

     

2,869

   

Series B, 5.00%, 9/1/31, Continuously Callable @100

   

2,095

     

2,280

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.91%, 12/1/52, Callable 5/13/22 @100 (c) (e)
   

21,700

     

21,700

   

City of Irvine Special Assessment, 5.00%, 9/2/29, Callable 9/2/23 @100

   

1,000

     

1,042

   
City of Los Angeles Revenue (LIQ — Deutsche Bank A.G.), Series DBE-8067, 0.91%,
10/1/58, Callable 4/18/22 @100 (c) (e)
   

10,500

     

10,500

   
City of San Diego Tobacco Settlement Revenue Funding Corp. Revenue,
Series C, 4.00%, 6/1/32, Continuously Callable @100
   

705

     

724

   
City of Tulare Sewer Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 11/15/32, Continuously Callable @100
   

1,605

     

1,759

   

5.00%, 11/15/33, Continuously Callable @100

   

1,570

     

1,719

   

5.00%, 11/15/34, Continuously Callable @100

   

3,655

     

3,995

   

5.00%, 11/15/35, Continuously Callable @100

   

2,340

     

2,552

   

County of Los Angeles Certificate of Participation, 5.00%, 3/1/23

   

1,300

     

1,342

   
El Camino Community College District, GO
Series C, 2.36%, 8/1/26
   

6,810

     

6,150

   

Series C, 2.46%, 8/1/27

   

7,665

     

6,727

   

Series C, 2.51%, 8/1/28

   

5,500

     

4,694

   
Foothill-Eastern Transportation Corridor Agency Revenue (INS — Assured
Guaranty Municipal Corp.), 1/15/35 (d)
   

5,500

     

3,541

   
Fresno Joint Powers Financing Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
Series A, 5.00%, 4/1/32, Continuously Callable @100
   

1,000

     

1,129

   

Series A, 5.00%, 4/1/35, Continuously Callable @100

   

1,000

     

1,125

   

Series A, 5.00%, 4/1/36, Continuously Callable @100

   

420

     

472

   
Golden State Tobacco Securitization Corp. Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 2.30%, 6/1/25
   

46,605

     

43,347

   
Pittsburg Successor Agency Redevelopment Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.)
Series A, 5.00%, 9/1/27, Continuously Callable @100
   

3,500

     

3,880

   

Series A, 5.00%, 9/1/28, Continuously Callable @100

   

2,640

     

2,926

   
Sacramento City Financing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series XG0100, 0.57%, 12/1/33 (c) (e)
   

4,400

     

4,400

   
San Diego Public Facilities Financing Authority Revenue
Series A, 5.00%, 10/15/33, Continuously Callable @100
   

1,635

     

1,787

   

Series A, 5.00%, 10/15/34, Continuously Callable @100

   

1,000

     

1,091

   

Series A, 5.00%, 10/15/35, Continuously Callable @100

   

1,250

     

1,361

   

Series B, 5.00%, 10/15/30, Continuously Callable @100

   

775

     

848

   

Series B, 5.00%, 10/15/31, Continuously Callable @100

   

1,000

     

1,094

   

Series B, 5.00%, 10/15/32, Continuously Callable @100

   

1,000

     

1,094

   
     

235,821

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Colorado (2.2%):

 

Adams & Arapahoe Joint School District 28J Aurora, GO, 1.20%, 12/1/22

 

$

5,000

   

$

4,960

   
Colorado Health Facilities Authority Revenue
5.00%, 6/1/28, Pre-refunded 6/1/23 @100
   

2,750

     

2,855

   

5.00%, 12/1/28, Continuously Callable @100

   

1,000

     

1,075

   

5.00%, 12/1/29, Continuously Callable @100

   

1,500

     

1,611

   

5.00%, 6/1/31, Pre-refunded 6/1/25 @100

   

2,310

     

2,522

   

5.00%, 6/1/32, Pre-refunded 6/1/25 @100

   

2,000

     

2,184

   

5.00%, 6/1/33, Pre-refunded 6/1/25 @100

   

2,470

     

2,697

   

5.00%, 6/1/34, Pre-refunded 6/1/27 @100

   

4,455

     

5,052

   

5.00%, 6/1/34, Pre-refunded 6/1/25 @100

   

6,385

     

6,971

   

5.00%, 6/1/35, Pre-refunded 6/1/27 @100

   

2,000

     

2,268

   

5.00%, 6/1/35, Pre-refunded 6/1/25 @100

   

3,385

     

3,696

   

5.00%, 12/1/35, Continuously Callable @100

   

4,000

     

4,276

   

5.00%, 6/1/36, Pre-refunded 6/1/27 @100

   

4,000

     

4,536

   

Series A, 4.00%, 8/1/38, Continuously Callable @100

   

1,000

     

1,040

   

Series A, 4.00%, 8/1/39, Continuously Callable @100

   

1,250

     

1,289

   

Series A, 4.00%, 11/1/39, Continuously Callable @100

   

3,500

     

3,707

   

Series A, 4.00%, 12/1/40, Continuously Callable @103

   

2,000

     

2,115

   
Denver Health & Hospital Authority Revenue
Series A, 5.00%, 12/1/34, Continuously Callable @100 (c)
   

7,355

     

8,085

   

Series A, 4.00%, 12/1/37, Continuously Callable @100

   

1,250

     

1,298

   

Series A, 4.00%, 12/1/38, Continuously Callable @100

   

1,250

     

1,294

   

Series A, 4.00%, 12/1/39, Continuously Callable @100

   

1,000

     

1,034

   
Park Creek Metropolitan District Revenue
5.00%, 12/1/32, Continuously Callable @100
   

1,250

     

1,360

   

5.00%, 12/1/34, Continuously Callable @100

   

1,000

     

1,083

   
Regional Transportation District Certificate of Participation
Series A, 5.00%, 6/1/29, Continuously Callable @100
   

7,585

     

7,841

   

Series A, 5.00%, 6/1/30, Continuously Callable @100

   

14,175

     

14,650

   

Series A, 5.00%, 6/1/31, Continuously Callable @100

   

15,005

     

15,504

   
     

105,003

   

Connecticut (4.0%):

 
City of Bridgeport, GO
Series B, 5.00%, 8/15/27
   

4,485

     

5,096

   

Series B, 5.00%, 8/15/27

   

180

     

205

   

Series B, 5.00%, 8/15/27

   

335

     

381

   
City of New Haven, GO
Series A, 5.00%, 8/1/28
   

1,000

     

1,144

   

Series A, 5.50%, 8/1/30, Continuously Callable @100

   

1,000

     

1,169

   

Series A, 5.50%, 8/1/32, Continuously Callable @100

   

1,200

     

1,397

   

Series A, 5.50%, 8/1/36, Continuously Callable @100

   

1,810

     

2,092

   
City of New Haven, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 8/15/30, Continuously Callable @100
   

1,000

     

1,104

   

Series A, 5.00%, 8/15/32, Continuously Callable @100

   

1,000

     

1,103

   

Series A, 5.00%, 8/15/33, Continuously Callable @100

   

1,000

     

1,101

   

Series A, 5.00%, 8/15/34, Continuously Callable @100

   

1,350

     

1,484

   
City of West Haven, GO
4.00%, 9/15/36, Continuously Callable @100
   

1,500

     

1,602

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series B, 5.00%, 11/1/32, Continuously Callable @100

 

$

400

   

$

444

   

Series B, 5.00%, 11/1/37, Continuously Callable @100

   

350

     

387

   
Connecticut State Health & Educational Facilities Authority Revenue
5.00%, 7/1/32, Continuously Callable @100
   

1,950

     

2,145

   

5.00%, 7/1/34, Continuously Callable @100

   

725

     

798

   

5.00%, 7/1/35, Continuously Callable @100

   

1,170

     

1,287

   

5.00%, 7/1/36, Continuously Callable @100

   

1,125

     

1,237

   

5.00%, 7/1/37, Continuously Callable @100

   

1,275

     

1,400

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

2,000

     

2,233

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

2,000

     

2,108

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

7,000

     

7,261

   

Series A, 4.00%, 7/1/39, Continuously Callable @100

   

2,000

     

2,098

   

Series E, 5.00%, 7/1/34, Continuously Callable @100

   

10,000

     

10,601

   
Harbor Point Infrastructure Improvement District Tax Allocation, 5.00%, 4/1/30,
Continuously Callable @100 (c)
   

10,000

     

10,992

   
Metropolitan District, GO
5.00%, 7/15/33, Continuously Callable @100
   

750

     

852

   

5.00%, 7/15/34, Continuously Callable @100

   

1,000

     

1,134

   

5.00%, 7/15/35, Continuously Callable @100

   

750

     

849

   

5.00%, 7/15/36, Continuously Callable @100

   

1,000

     

1,130

   

4.00%, 7/15/37, Continuously Callable @100

   

1,000

     

1,054

   
State of Connecticut Special Tax Revenue
5.00%, 1/1/34, Continuously Callable @100
   

20,000

     

22,626

   

5.00%, 1/1/35, Continuously Callable @100

   

20,000

     

22,565

   

Series B, 5.00%, 10/1/37, Continuously Callable @100

   

6,000

     

6,797

   

Series B, 5.00%, 10/1/38, Continuously Callable @100

   

4,000

     

4,525

   
State of Connecticut, GO
Series A, 5.00%, 4/15/33, Continuously Callable @100
   

5,000

     

5,697

   

Series A, 5.00%, 4/15/34, Continuously Callable @100

   

5,575

     

6,329

   

Series A, 5.00%, 4/15/35, Continuously Callable @100

   

5,000

     

5,661

   

Series A, 4.00%, 4/15/37, Continuously Callable @100

   

1,825

     

1,956

   

Series C, 5.00%, 6/15/33, Continuously Callable @100

   

1,100

     

1,255

   

Series C, 5.00%, 6/15/34, Continuously Callable @100

   

2,625

     

2,985

   

Series C, 5.00%, 6/15/35, Continuously Callable @100

   

2,500

     

2,837

   

Series E, 5.00%, 9/15/35, Continuously Callable @100

   

2,000

     

2,277

   

Series E, 5.00%, 9/15/37, Continuously Callable @100

   

2,000

     

2,264

   

Series G, 5.00%, 11/15/35, Continuously Callable @100

   

5,000

     

5,434

   
Town of Hamden, GO (INS — Build America Mutual Assurance Co.),
Series A, 5.00%, 8/15/30, Continuously Callable @100
   

1,200

     

1,362

   
University of Connecticut Revenue
Series A, 5.00%, 4/15/34, Continuously Callable @100
   

6,805

     

7,665

   

Series A, 5.00%, 4/15/35, Continuously Callable @100

   

6,500

     

7,306

   

Series A, 5.00%, 4/15/36, Continuously Callable @100

   

11,175

     

12,544

   
     

187,973

   

District of Columbia (0.2%):

 
District of Columbia Revenue
5.00%, 7/1/23
   

200

     

206

   

6.00%, 7/1/33, Pre-refunded 7/1/23 @100

   

1,280

     

1,347

   

5.00%, 7/1/39, Continuously Callable @100

   

800

     

883

   

4.00%, 7/1/39, Continuously Callable @100

   

1,000

     

1,031

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Metropolitan Washington Airports Authority Dulles Toll Road Revenue
4.00%, 10/1/35, Continuously Callable @100
 

$

1,000

   

$

1,052

   

4.00%, 10/1/36, Continuously Callable @100

   

1,250

     

1,313

   

4.00%, 10/1/37, Continuously Callable @100

   

1,500

     

1,572

   

4.00%, 10/1/38, Continuously Callable @100

   

1,000

     

1,047

   
Washington Convention & Sports Authority Revenue
Series A, 4.00%, 10/1/38, Continuously Callable @100
   

1,250

     

1,367

   

Series A, 4.00%, 10/1/39, Continuously Callable @100

   

500

     

547

   

Series A, 4.00%, 10/1/40, Continuously Callable @100

   

750

     

816

   
     

11,181

   

Florida (6.2%):

 
Alachua County Health Facilities Authority Revenue, 4.00%, 10/1/40,
Continuously Callable @103
   

700

     

719

   
Broward County Tourist Development Tax Revenue, 4.00%, 9/1/37,
Continuously Callable @100
   

16,215

     

17,540

   
City of Cape Coral Water & Sewer Revenue
4.00%, 10/1/35, Continuously Callable @100
   

1,485

     

1,595

   

4.00%, 10/1/36, Continuously Callable @100

   

1,400

     

1,497

   

4.00%, 10/1/37, Continuously Callable @100

   

3,000

     

3,192

   

City of Jacksonville Revenue, 5.00%, 10/1/28, Continuously Callable @100

   

3,500

     

3,556

   
City of Pompano Beach Revenue
3.50%, 9/1/35, Continuously Callable @103
   

3,345

     

3,206

   

4.00%, 9/1/40, Continuously Callable @103

   

2,500

     

2,509

   

Series A, 4.00%, 9/1/36, Continuously Callable @103

   

1,050

     

1,065

   

Series A, 4.00%, 9/1/41, Continuously Callable @103

   

1,215

     

1,218

   

Series B-1, 2.00%, 1/1/29

   

3,300

     

3,053

   
City of Port St. Lucie Special Assessment
4.00%, 7/1/31, Continuously Callable @100
   

3,195

     

3,381

   

4.00%, 7/1/32, Continuously Callable @100

   

2,000

     

2,111

   

4.00%, 7/1/33, Continuously Callable @100

   

2,785

     

2,931

   
City of Port St. Lucie Utility System Revenue, 4.00%, 9/1/31, Continuously
Callable @100
   

1,000

     

1,076

   
City of Tampa Revenue
Series A, 3.66%, 9/1/36, Continuously Callable @80
   

700

     

415

   

Series A, 3.67%, 9/1/37, Continuously Callable @77

   

700

     

400

   

Series A, 3.77%, 9/1/38, Continuously Callable @74

   

850

     

460

   

Series A, 3.82%, 9/1/39, Continuously Callable @71

   

700

     

362

   

Series A, 3.87%, 9/1/40, Continuously Callable @67

   

850

     

420

   

Series B, 4.00%, 7/1/38, Continuously Callable @100

   

350

     

370

   

Series B, 4.00%, 7/1/39, Continuously Callable @100

   

700

     

739

   
Cityplace Community Development District Special Assessment (INS — Assured
Guaranty Municipal Corp.)
5/1/33 (f)
   

3,470

     

3,309

   

5/1/38, Continuously Callable @100 (i)

   

7,900

     

7,749

   
County of Broward FL Tourist Development Tax Revenue
4.00%, 9/1/39, Continuously Callable @100
   

1,535

     

1,651

   

4.00%, 9/1/40, Continuously Callable @100

   

5,440

     

5,834

   

County of Lee Airport Revenue, 5.00%, 10/1/33, Continuously Callable @100

   

4,000

     

4,335

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
County of Lee Revenue
5.00%, 10/1/23
 

$

2,500

   

$

2,618

   

5.00%, 10/1/24

   

2,700

     

2,899

   
County of Lee Tourist Development Tax Revenue
Series B, 4.00%, 10/1/36, Continuously Callable @100
   

4,685

     

5,031

   

Series B, 4.00%, 10/1/37, Continuously Callable @100

   

4,970

     

5,322

   

Series B, 4.00%, 10/1/38, Continuously Callable @100

   

5,230

     

5,589

   
County of Miami-Dade Florida Water & Sewer System Revenue
4.00%, 10/1/41, Continuously Callable @100
   

1,500

     

1,614

   

4.00%, 10/1/42, Continuously Callable @100

   

2,000

     

2,153

   
County of Miami-Dade Seaport Department Revenue
Series B-2, 4.00%, 10/1/41, Continuously Callable @100
   

10,000

     

10,662

   

Series B-2, 4.00%, 10/1/43, Continuously Callable @100

   

12,140

     

12,878

   
County of St Lucie Sales Tax Revenue (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 10/1/28, Pre-refunded 10/1/23 @100
   

7,370

     

7,712

   
Escambia County Health Facilities Authority Revenue
5.00%, 8/15/33, Continuously Callable @100
   

1,400

     

1,598

   

5.00%, 8/15/35, Continuously Callable @100

   

1,290

     

1,465

   

5.00%, 8/15/40, Continuously Callable @100

   

2,900

     

3,251

   
Florida Development Finance Corp. Revenue
4.00%, 11/15/37, Continuously Callable @100
   

2,000

     

2,134

   

4.00%, 11/15/38, Continuously Callable @100

   

1,800

     

1,903

   

4.00%, 11/15/39, Continuously Callable @100

   

1,500

     

1,576

   

Series A, 5.00%, 6/15/35, Continuously Callable @100

   

1,000

     

1,086

   

Series A, 5.00%, 6/15/40, Continuously Callable @100

   

1,650

     

1,778

   
Florida Higher Educational Facilities Financial Authority Revenue
5.00%, 10/1/35, Continuously Callable @100
   

1,250

     

1,399

   

5.00%, 10/1/36, Continuously Callable @100

   

1,000

     

1,117

   

4.00%, 10/1/37, Continuously Callable @100

   

1,000

     

1,035

   

4.00%, 10/1/38, Continuously Callable @100

   

750

     

776

   

5.00%, 3/1/39, Continuously Callable @100

   

7,055

     

7,712

   

4.00%, 10/1/39, Continuously Callable @100

   

800

     

826

   
Halifax Hospital Medical Center Revenue
5.00%, 6/1/35, Pre-refunded 6/1/25 @100
   

2,325

     

2,532

   

5.00%, 6/1/36, Continuously Callable @100

   

2,750

     

2,979

   
Lake County School Board Certificate of Participation (INS — Assured
Guaranty Municipal Corp.)
Series A, 5.00%, 6/1/29, Pre-refunded 6/1/24 @100
   

1,250

     

1,329

   

Series A, 5.00%, 6/1/30, Pre-refunded 6/1/24 @100

   

2,225

     

2,367

   
Lee County IDA Revenue
5.00%, 10/1/28, Pre-refunded 10/1/22 @100
   

7,245

     

7,384

   

5.00%, 11/15/39, Continuously Callable @103

   

1,500

     

1,670

   
Lee County School Board Certificate of Participation, Series A, 5.00%, 8/1/28,
Continuously Callable @100
   

3,750

     

3,994

   
Lee Memorial Health System Revenue, Series A-1, 4.00%, 4/1/37, Continuously
Callable @100
   

5,000

     

5,233

   
Miami Beach Health Facilities Authority Revenue, 5.00%, 11/15/29,
Pre-refunded 11/15/22 @100
   

6,560

     

6,711

   
Miami-Dade County Expressway Authority Revenue
Series A, 5.00%, 7/1/28, Continuously Callable @100
   

10,000

     

10,072

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 7/1/29, Continuously Callable @100

 

$

7,000

   

$

7,050

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,000

     

1,058

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

1,610

     

1,703

   

Series A, 5.00%, 7/1/31, Continuously Callable @100

   

1,255

     

1,327

   

Series A, 5.00%, 7/1/32, Continuously Callable @100

   

2,000

     

2,114

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

2,000

     

2,113

   

Series A, 5.00%, 7/1/34, Continuously Callable @100

   

2,000

     

2,113

   

Series B, 5.00%, 7/1/30, Continuously Callable @100

   

2,000

     

2,115

   

Series B, 5.00%, 7/1/31, Continuously Callable @100

   

2,000

     

2,115

   
Miami-Dade County Health Facilities Authority Revenue
5.00%, 8/1/27, Pre-refunded 8/1/23 @100
   

4,750

     

4,949

   

5.00%, 8/1/28, Pre-refunded 8/1/23 @100

   

4,950

     

5,157

   

5.00%, 8/1/29, Pre-refunded 8/1/23 @100

   

5,250

     

5,470

   

5.00%, 8/1/30, Pre-refunded 8/1/23 @100

   

3,500

     

3,647

   

5.00%, 8/1/31, Pre-refunded 8/1/23 @100

   

5,780

     

6,022

   
Orange County Health Facilities Authority Revenue, Series A, 5.00%, 10/1/35,
Continuously Callable @100
   

4,000

     

4,388

   
Osceola County School Board Certificate of Participation, Series A, 5.00%, 6/1/28,
Pre-refunded 6/1/23 @100
   

3,055

     

3,169

   
Palm Beach County Educational Facilities Authority Revenue, 4.00%, 10/1/41,
Continuously Callable @100
   

3,695

     

3,808

   
Palm Beach County Health Facilities Authority Revenue
5.00%, 11/15/23, Continuously Callable @100
   

7,595

     

7,625

   

Series B, 4.00%, 11/15/41, Continuously Callable @103

   

250

     

264

   
Pinellas County Educational Facilities Authority Revenue
4.00%, 10/1/22
   

1,080

     

1,094

   

4.00%, 10/1/23, Continuously Callable @100

   

1,415

     

1,431

   

5.00%, 10/1/27, Continuously Callable @100

   

1,895

     

1,922

   

Pinellas County IDA Revenue, 5.00%, 7/1/29

   

900

     

946

   
School District of Broward County Certificate of Participation
Series A, 5.00%, 7/1/29, Continuously Callable @100
   

2,000

     

2,181

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

2,000

     

2,181

   
Southeast Overtown Park West Community Redevelopment Agency Tax Allocation,
Series A-1, 5.00%, 3/1/30, Continuously Callable @100 (c)
   

3,195

     

3,368

   
St. Lucie County School Board Certificate of Participation
Series A, 5.00%, 7/1/25, Continuously Callable @100
   

2,045

     

2,121

   

Series A, 5.00%, 7/1/26, Continuously Callable @100

   

1,500

     

1,555

   
Volusia County Educational Facility Authority Revenue
Series B, 5.00%, 10/15/28, Continuously Callable @100
   

1,000

     

1,074

   

Series B, 5.00%, 10/15/29, Continuously Callable @100

   

1,000

     

1,073

   

Series B, 5.00%, 10/15/30, Continuously Callable @100

   

1,500

     

1,610

   

Series B, 5.00%, 10/15/32, Continuously Callable @100

   

1,560

     

1,674

   
     

291,535

   

Georgia (3.0%):

 
Appling County Development Authority Revenue
0.56%, 9/1/29, Continuously Callable @100 (e)
   

2,800

     

2,800

   

0.56%, 9/1/41, Continuously Callable @100 (e)

   

17,400

     

17,400

   
Cobb County Development Authority Revenue, Series A, 2.25%, 4/1/33,
(Put Date 10/1/29) (a)
   

4,975

     

4,855

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
George L Smith II Congress Center Authority Revenue, 4.00%, 1/1/36,
Continuously Callable @100
 

$

1,000

   

$

996

   
Glynn-Brunswick Memorial Hospital Authority Revenue
4.00%, 8/1/36, Continuously Callable @100
   

1,840

     

1,944

   

4.00%, 8/1/37, Continuously Callable @100

   

1,500

     

1,580

   
Main Street Natural Gas, Inc. Revenue
4.00%, 8/1/48, (Put Date 12/1/23) (a)
   

15,000

     

15,423

   

Series A, 5.00%, 5/15/36

   

2,000

     

2,369

   

Series A, 5.00%, 5/15/37

   

1,500

     

1,787

   

Series A, 5.00%, 5/15/38

   

2,500

     

2,993

   

Series A, 4.00%, 9/1/52, (Put Date 12/1/29), Callable 9/1/29 @100.28 (a)

   

25,000

     

26,428

   
Private Colleges & Universities Authority Revenue, Series C, 5.25%, 10/1/27,
Continuously Callable @100
   

2,000

     

2,029

   

Savannah Hospital Authority Revenue, 4.00%, 7/1/39, Continuously Callable @100

   

2,500

     

2,598

   
The Burke County Development Authority Revenue
2.20%, 10/1/32, Continuously Callable @100
   

1,850

     

1,650

   

0.56%, 11/1/48, Continuously Callable @100 (e)

   

14,700

     

14,700

   

Series 1, 0.53%, 7/1/49, Continuously Callable @100 (e)

   

8,000

     

8,000

   

Series A, 1.50%, 1/1/40, (Put Date 2/3/25) (a)

   

6,500

     

6,288

   
The Burke County Development Authority Revenue (NBGA — Southern Co.),
0.48%, 11/1/52, Continuously Callable @100 (e)
   

11,900

     

11,900

   
The Development Authority of Monroe County Revenue
0.56%, 4/1/32, Continuously Callable @100 (e)
   

8,600

     

8,600

   

0.56%, 11/1/48, Continuously Callable @100 (e)

   

5,700

     

5,700

   
     

140,040

   

Guam (0.4%):

 
Guam Government Waterworks Authority Revenue
5.00%, 7/1/28, Continuously Callable @100
   

1,000

     

1,030

   

5.25%, 7/1/33, Pre-refunded 7/1/23 @100

   

3,000

     

3,128

   

5.00%, 7/1/36, Continuously Callable @100

   

1,250

     

1,353

   

5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,098

   

Series A, 5.00%, 7/1/23

   

750

     

775

   

Series A, 5.00%, 7/1/24

   

600

     

632

   

Series A, 5.00%, 7/1/25, Continuously Callable @100

   

750

     

790

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,000

     

1,051

   
Guam Power Authority Revenue
Series A, 5.00%, 10/1/29, Continuously Callable @100
   

1,000

     

1,052

   

Series A, 5.00%, 10/1/30, Continuously Callable @100

   

1,000

     

1,052

   

Series A, 5.00%, 10/1/31, Continuously Callable @100

   

695

     

731

   
Guam Power Authority Revenue (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/27, Continuously Callable @100
   

1,000

     

1,016

   

Series A, 5.00%, 10/1/30, Continuously Callable @100

   

1,000

     

1,015

   

Series A, 5.00%, 10/1/32, Continuously Callable @100

   

1,000

     

1,069

   
Territory of Guam Revenue
Series A, 5.00%, 12/1/30, Continuously Callable @100
   

1,500

     

1,679

   

Series A, 5.00%, 12/1/31, Continuously Callable @100

   

2,000

     

2,234

   
     

19,705

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Idaho (0.4%):

 
Idaho Health Facilities Authority Revenue
5.00%, 3/1/35, Continuously Callable @100
 

$

5,805

   

$

6,598

   

5.00%, 3/1/36, Continuously Callable @100

   

4,085

     

4,629

   

5.00%, 3/1/37, Continuously Callable @100

   

3,000

     

3,387

   
Idaho Housing & Finance Association Revenue
Series A, 4.00%, 7/15/38, Continuously Callable @100
   

1,750

     

1,911

   

Series A, 4.00%, 7/15/39, Continuously Callable @100

   

1,750

     

1,906

   
     

18,431

   

Illinois (15.4%):

 
Champaign County Community Unit School District No. 4 Champaign, GO
4.00%, 6/1/34, Continuously Callable @100
   

1,000

     

1,088

   

4.00%, 6/1/35, Continuously Callable @100

   

1,290

     

1,395

   

4.00%, 6/1/36, Continuously Callable @100

   

1,575

     

1,699

   
Chicago Board of Education, GO
Series A, 2.88%, 12/1/25
   

1,600

     

1,441

   

Series A, 2.88%, 12/1/26

   

3,700

     

3,237

   

Series A, 5.00%, 12/1/37, Continuously Callable @100

   

2,750

     

2,988

   

Series A, 5.00%, 12/1/40, Continuously Callable @100

   

1,700

     

1,848

   

Series B, 4.00%, 12/1/41, Continuously Callable @100

   

38,575

     

38,826

   
Chicago Midway International Airport Revenue
Series B, 5.00%, 1/1/27, Continuously Callable @100
   

6,525

     

6,667

   

Series B, 5.00%, 1/1/29, Continuously Callable @100

   

11,750

     

12,295

   

Series B, 5.00%, 1/1/30, Continuously Callable @100

   

5,175

     

5,413

   

Series B, 5.00%, 1/1/31, Continuously Callable @100

   

8,910

     

9,317

   

Series B, 5.00%, 1/1/32, Continuously Callable @100

   

6,000

     

6,272

   

Series B, 5.25%, 1/1/33, Continuously Callable @100

   

1,635

     

1,671

   

Series B, 4.00%, 1/1/34, Continuously Callable @100

   

3,500

     

3,639

   

Series B, 4.00%, 1/1/35, Continuously Callable @100

   

3,000

     

3,108

   
Chicago O'Hare International Airport Revenue
5.00%, 1/1/33, Continuously Callable @100
   

11,560

     

12,292

   

5.00%, 1/1/34, Continuously Callable @100

   

5,675

     

6,024

   

Series A, 4.00%, 1/1/37, Continuously Callable @100

   

2,000

     

2,100

   

Series A, 4.00%, 1/1/38, Continuously Callable @100

   

1,000

     

1,048

   

Series B, 5.25%, 1/1/29, Continuously Callable @100

   

13,480

     

13,770

   
Chicago O'Hare International Airport Revenue (INS — Assured Guaranty
Municipal Corp.)
5.00%, 1/1/28, Continuously Callable @100
   

3,620

     

3,700

   

5.00%, 1/1/29, Continuously Callable @100

   

1,500

     

1,533

   

5.13%, 1/1/30, Continuously Callable @100

   

2,150

     

2,199

   
Chicago Park District, GO
Series F-2, 4.00%, 1/1/34, Continuously Callable @100
   

1,200

     

1,283

   

Series F-2, 4.00%, 1/1/36, Continuously Callable @100

   

1,300

     

1,380

   

Series F-2, 5.00%, 1/1/37, Continuously Callable @100

   

2,000

     

2,281

   

Series F-2, 4.00%, 1/1/38, Continuously Callable @100

   

1,750

     

1,851

   

Series F-2, 5.00%, 1/1/39, Continuously Callable @100

   

1,500

     

1,708

   

Series F-2, 5.00%, 1/1/40, Continuously Callable @100

   

1,125

     

1,280

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue, Series A, 5.00%,
12/1/45, Continuously Callable @100
   

5,000

     

5,650

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
City of Chicago Special Assessment
3.04%, 12/1/28
 

$

270

   

$

262

   

3.20%, 12/1/29

   

325

     

315

   

3.29%, 12/1/30

   

350

     

337

   

3.38%, 12/1/31

   

375

     

360

   

3.45%, 12/1/32

   

300

     

287

   
City of Chicago Wastewater Transmission Revenue
5.00%, 1/1/31, Continuously Callable @100
   

1,000

     

1,040

   

5.00%, 1/1/32, Continuously Callable @100

   

1,000

     

1,040

   

Series B, 5.00%, 1/1/35, Continuously Callable @100

   

8,000

     

8,757

   

Series C, 5.00%, 1/1/33, Continuously Callable @100

   

3,500

     

3,732

   

Series C, 5.00%, 1/1/34, Continuously Callable @100

   

1,000

     

1,064

   

Series C, 5.00%, 1/1/35, Continuously Callable @100

   

1,250

     

1,325

   
City of Chicago Waterworks Revenue
5.00%, 11/1/28, Continuously Callable @100
   

1,500

     

1,701

   

5.00%, 11/1/29, Continuously Callable @100

   

725

     

822

   

5.00%, 11/1/30, Continuously Callable @100

   

2,000

     

2,266

   

5.00%, 11/1/31, Continuously Callable @100

   

2,000

     

2,157

   

5.00%, 11/1/33, Continuously Callable @100

   

2,000

     

2,156

   

5.00%, 11/1/36, Continuously Callable @100

   

2,665

     

3,052

   

Series A-1, 5.00%, 11/1/29, Continuously Callable @100

   

1,000

     

1,133

   

Series A-1, 5.00%, 11/1/31, Continuously Callable @100

   

1,000

     

1,133

   
City of Chicago Waterworks Revenue (INS — Assured Guaranty Municipal Corp.)
5.25%, 11/1/34, Continuously Callable @100
   

2,105

     

2,414

   

5.25%, 11/1/35, Continuously Callable @100

   

1,635

     

1,871

   

Series 2017-2, 5.00%, 11/1/36, Continuously Callable @100

   

3,145

     

3,549

   

Series 2017-2, 5.00%, 11/1/37, Continuously Callable @100

   

2,500

     

2,819

   
City of Chicago, GO (INS — National Public Finance Guarantee Corp.),
2.14%, 1/1/23
   

30,000

     

29,521

   
City of Galesburg IL Revenue
Series A, 4.00%, 10/1/36, Continuously Callable @100
   

1,125

     

1,181

   

Series A, 4.00%, 10/1/41, Continuously Callable @100

   

1,475

     

1,541

   
City of Springfield Electric Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 3/1/34, Continuously Callable @100
   

3,000

     

3,227

   

City of Springfield, GO, 5.00%, 12/1/30, Continuously Callable @100

   

8,500

     

9,156

   
County of Cook Sales Tax Revenue
4.00%, 11/15/34, Continuously Callable @100
   

3,750

     

3,959

   

5.00%, 11/15/35, Continuously Callable @100

   

7,000

     

7,810

   

5.00%, 11/15/36, Continuously Callable @100

   

5,000

     

5,575

   
County of Cook, GO
5.00%, 11/15/34, Continuously Callable @100
   

2,000

     

2,206

   

5.00%, 11/15/35, Continuously Callable @100

   

2,000

     

2,198

   

Series A, 5.00%, 11/15/31, Continuously Callable @100

   

2,500

     

2,771

   
Illinois Educational Facilities Authority Revenue
4.00%, 11/1/36, Continuously Callable @102
   

9,750

     

10,236

   

4.45%, 11/1/36, Continuously Callable @102

   

4,500

     

4,801

   

3.90%, 11/1/36, Continuously Callable @102

   

2,220

     

2,327

   
Illinois Finance Authority Revenue
3.25%, 5/15/22
   

570

     

571

   

5.00%, 2/15/27 (g) (h)

   

7,650

     

5,684

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.40%, 4/1/27, Continuously Callable @100

 

$

1,435

   

$

1,436

   

4.00%, 5/15/27

   

3,065

     

3,161

   

5.50%, 7/1/28, Continuously Callable @100

   

8,250

     

8,617

   

3.90%, 3/1/30, Continuously Callable @100

   

20,000

     

20,645

   

5.00%, 5/15/30, Continuously Callable @100

   

1,000

     

1,049

   

5.00%, 5/15/31, Continuously Callable @100

   

1,875

     

2,012

   

5.00%, 8/15/32, Pre-refunded 8/15/26 @100

   

1,500

     

1,669

   

5.00%, 8/15/33, Pre-refunded 8/15/26 @100

   

1,155

     

1,285

   

5.00%, 8/15/34, Pre-refunded 8/15/26 @100

   

1,000

     

1,113

   

5.00%, 12/1/34, Continuously Callable @100

   

3,500

     

3,825

   

5.00%, 5/15/35, Continuously Callable @100

   

1,100

     

1,132

   

5.00%, 8/15/35, Continuously Callable @100

   

4,000

     

4,308

   

5.00%, 10/1/35, Continuously Callable @100

   

600

     

698

   

4.00%, 12/1/35, Continuously Callable @100

   

5,000

     

5,153

   

5.00%, 5/15/36, Continuously Callable @100

   

1,400

     

1,490

   

4.00%, 12/1/36, Continuously Callable @100

   

3,000

     

3,091

   

5.00%, 2/15/37, Continuously Callable @100

   

1,000

     

1,084

   

5.00%, 10/1/37, Continuously Callable @100

   

700

     

813

   

2.45%, 10/1/39, (Put Date 10/1/29), Callable 10/1/29 @100 (a)

   

14,000

     

13,945

   

5.00%, 10/1/39, Continuously Callable @100

   

700

     

812

   

4.00%, 10/1/40, Continuously Callable @100

   

1,000

     

1,045

   

Series A, 4.00%, 10/1/31, Continuously Callable @100

   

1,000

     

1,071

   

Series A, 4.00%, 10/1/32, Continuously Callable @100

   

1,000

     

1,069

   

Series A, 5.00%, 9/1/34, Pre-refunded 9/1/24 @100

   

3,385

     

3,621

   

Series A, 4.00%, 10/1/34, Continuously Callable @100

   

1,000

     

1,060

   

Series A, 5.00%, 11/15/34, Continuously Callable @100

   

3,700

     

4,007

   

Series A, 5.00%, 11/15/35, Continuously Callable @100

   

3,000

     

3,242

   

Series A, 4.00%, 8/1/39, Continuously Callable @100

   

1,850

     

1,859

   

Series A, 4.00%, 8/1/40, Continuously Callable @100

   

3,780

     

3,793

   

Series A, 4.00%, 8/1/41, Continuously Callable @100

   

1,935

     

1,937

   

Series A, 4.00%, 8/1/43, Continuously Callable @100

   

2,105

     

2,093

   

Series C, 4.00%, 2/15/36, Continuously Callable @100

   

18,000

     

18,722

   
Illinois Municipal Electric Agency Revenue, Series A, 4.00%, 2/1/33, Continuously
Callable @100
   

14,650

     

15,260

   
Illinois Sports Facilities Authority Revenue
5.25%, 6/15/30, Continuously Callable @100
   

3,000

     

3,193

   

5.00%, 6/15/30, Continuously Callable @100

   

1,025

     

1,115

   

5.25%, 6/15/31, Continuously Callable @100

   

5,000

     

5,317

   

5.25%, 6/15/32, Continuously Callable @100

   

5,000

     

5,311

   
Illinois State Toll Highway Authority Revenue
Series A, 5.00%, 12/1/32, Continuously Callable @100
   

5,000

     

5,489

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

5,870

     

6,371

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

5,600

     

6,066

   

Series A, 5.00%, 1/1/36, Continuously Callable @100

   

7,000

     

7,561

   
Kane Cook & DuPage Counties School District No. U-46 Elgin, GO
Series D, 5.00%, 1/1/32, Continuously Callable @100
   

2,800

     

2,930

   

Series D, 5.00%, 1/1/33, Continuously Callable @100

   

4,000

     

4,185

   
Kendall Kane & Will Counties Community Unit School District No. 308, GO
5.00%, 2/1/35, Continuously Callable @100
   

5,000

     

5,427

   

5.00%, 2/1/36, Continuously Callable @100

   

6,000

     

6,513

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Madison County Community Unit School District No. 7 Edwardsville, GO
(INS — Build America Mutual Assurance Co.)
5.00%, 12/1/28, Continuously Callable @100
 

$

1,210

   

$

1,317

   

5.00%, 12/1/29, Continuously Callable @100

   

1,250

     

1,359

   
Madison-Macoupin Etc Counties Community College District No. 536, GO
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 11/1/31, Continuously Callable @100
   

1,000

     

1,103

   

Series A, 5.00%, 11/1/32, Continuously Callable @100

   

2,000

     

2,201

   

Series A, 5.00%, 11/1/33, Continuously Callable @100

   

750

     

823

   
Metropolitan Pier & Exposition Authority Revenue
5.00%, 6/15/42, Continuously Callable @100
   

2,000

     

2,153

   

4.00%, 12/15/42, Continuously Callable @100

   

12,000

     

12,012

   
Metropolitan Pier & Exposition Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 2.80%, 6/15/26
   

5,000

     

4,448

   
Northern Illinois Municipal Power Agency Revenue
Series A, 4.00%, 12/1/31, Continuously Callable @100
   

1,800

     

1,916

   

Series A, 4.00%, 12/1/32, Continuously Callable @100

   

2,100

     

2,224

   

Series A, 4.00%, 12/1/33, Continuously Callable @100

   

4,000

     

4,222

   

Series A, 4.00%, 12/1/35, Continuously Callable @100

   

5,000

     

5,226

   
Northern Illinois University Revenue
4.00%, 10/1/38, Continuously Callable @100
   

650

     

708

   

4.00%, 10/1/40, Continuously Callable @100

   

400

     

434

   

4.00%, 10/1/41, Continuously Callable @100

   

400

     

432

   

4.00%, 10/1/43, Continuously Callable @100

   

700

     

756

   
Northern Illinois University Revenue (INS — Build America Mutual Assurance Co.),
Series B, 4.00%, 4/1/39, Continuously Callable @100
   

1,375

     

1,461

   
Regional Transportation Authority Revenue
Series A, 4.00%, 7/1/34, Continuously Callable @100
   

23,160

     

24,752

   

Series A, 4.00%, 7/1/35, Continuously Callable @100

   

11,650

     

12,389

   
Sales Tax Securitization Corp. Revenue
Series A, 4.00%, 1/1/38, Continuously Callable @100
   

6,310

     

6,717

   

Series A, 4.00%, 1/1/39, Continuously Callable @100

   

500

     

532

   
Sangamon County School District No. 186 Springfield, GO
Series B, 5.00%, 2/1/24
   

2,660

     

2,799

   

Series B, 5.00%, 2/1/24

   

1,040

     

1,093

   

Series B, 5.00%, 2/1/25, Continuously Callable @100

   

5,765

     

6,060

   

Series B, 5.00%, 2/1/25, Pre-refunded 2/1/24 @100

   

1,435

     

1,513

   
Sangamon County School District No. 186 Springfield, GO (INS — Build America
Mutual Assurance Co.), Series B, 5.00%, 2/1/26, Continuously Callable @100
   

4,215

     

4,429

   
State of Illinois, GO
5.25%, 2/1/31, Continuously Callable @100
   

9,000

     

9,477

   

Series A, 5.00%, 11/1/25

   

11,000

     

11,892

   

Series B, 5.00%, 10/1/28

   

3,000

     

3,341

   

Series B, 5.00%, 11/1/32, Continuously Callable @100

   

10,000

     

11,101

   

Series C, 5.00%, 11/1/29, Continuously Callable @100

   

6,705

     

7,378

   

Series D, 5.00%, 11/1/28, Continuously Callable @100

   

5,795

     

6,349

   
State of Illinois, GO (INS — Assured Guaranty Municipal Corp.)
4.00%, 2/1/30, Continuously Callable @100
   

7,000

     

7,482

   

Series A, 5.00%, 4/1/29, Continuously Callable @100

   

10,000

     

10,295

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
State of Illinois, GO (INS — Build America Mutual Assurance Co.), Series D,
5.00%, 11/1/25
 

$

10,000

   

$

10,943

   
University of Illinois Revenue, Series A, 4.00%, 4/1/33, Continuously
Callable @100
   

12,475

     

13,128

   
Village of Bolingbrook, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 1/1/29, Continuously Callable @100
   

1,750

     

1,987

   

Series A, 5.00%, 1/1/30, Continuously Callable @100

   

1,500

     

1,702

   

Series A, 5.00%, 1/1/31, Continuously Callable @100

   

2,400

     

2,717

   

Series A, 5.00%, 1/1/32, Continuously Callable @100

   

2,350

     

2,656

   

Series A, 5.00%, 1/1/33, Continuously Callable @100

   

1,450

     

1,635

   

Series A, 5.00%, 1/1/38, Continuously Callable @100

   

1,500

     

1,681

   
Village of Gilberts Special Tax (INS — Build America Mutual Assurance Co.),
5.00%, 3/1/30, Continuously Callable @100
   

5,221

     

5,598

   
Village of Rosemont, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 12/1/25
   

2,010

     

2,191

   

Series A, 5.00%, 12/1/26

   

2,110

     

2,339

   
Volo Village Special Service Area No. 3 & 6 Special Tax (INS — Assured Guaranty
Municipal Corp.)
5.00%, 3/1/34, Continuously Callable @100
   

2,992

     

3,183

   

4.00%, 3/1/36, Continuously Callable @100

   

1,250

     

1,270

   
Will County Community High School District No. 210 Lincoln-Way, GO, 4.00%,
1/1/34, Continuously Callable @100
   

650

     

696

   
Williamson Jackson Etc Counties Community Unit School District No. 4, GO
(INS — Assured Guaranty Municipal Corp.)
5.00%, 12/1/28, Continuously Callable @100
   

1,835

     

1,995

   

5.00%, 12/1/29, Continuously Callable @100

   

1,925

     

2,091

   

5.00%, 12/1/30, Continuously Callable @100

   

2,025

     

2,199

   

5.00%, 12/1/34, Continuously Callable @100

   

6,000

     

6,484

   
     

725,843

   

Indiana (2.2%):

 

City of Rockport Revenue, Series A, 3.05%, 6/1/25

   

5,750

     

5,849

   
Hammond Multi-School Building Corp. Revenue
5.00%, 7/15/33, Continuously Callable @100
   

1,165

     

1,320

   

5.00%, 7/15/34, Continuously Callable @100

   

1,000

     

1,131

   

5.00%, 7/15/35, Continuously Callable @100

   

1,250

     

1,412

   

5.00%, 7/15/38, Continuously Callable @100

   

3,000

     

3,381

   
Indiana Bond Bank Revenue
3.23%, 1/15/30, Continuously Callable @97
   

740

     

577

   

3.26%, 7/15/30, Continuously Callable @96

   

750

     

573

   

3.33%, 7/15/31, Continuously Callable @93

   

1,490

     

1,096

   

3.40%, 7/15/32, Continuously Callable @91

   

1,400

     

990

   
Indiana Finance Authority Revenue
3.13%, 12/1/24
   

6,000

     

6,135

   

1.40%, 8/1/29, Continuously Callable @100

   

7,000

     

6,036

   

5.00%, 9/1/30, Continuously Callable @100

   

1,250

     

1,393

   

5.00%, 9/1/31, Continuously Callable @100

   

1,500

     

1,671

   

5.00%, 11/15/33, Continuously Callable @103

   

2,000

     

2,191

   

4.00%, 4/1/35, Continuously Callable @100

   

1,210

     

1,270

   

4.00%, 4/1/36, Continuously Callable @100

   

1,255

     

1,309

   

4.00%, 7/1/36, Continuously Callable @100

   

3,660

     

3,846

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 4/1/37, Continuously Callable @100

 

$

1,310

   

$

1,362

   

4.00%, 4/1/38, Continuously Callable @100

   

2,045

     

2,120

   

4.00%, 7/1/38, Continuously Callable @100

   

4,030

     

4,202

   

5.00%, 11/15/38, Continuously Callable @103

   

3,000

     

3,270

   

4.00%, 4/1/39, Continuously Callable @100

   

1,625

     

1,682

   

4.00%, 7/1/39, Continuously Callable @100

   

3,605

     

3,759

   

4.00%, 4/1/40, Continuously Callable @100

   

2,215

     

2,288

   

4.00%, 4/1/41, Continuously Callable @100

   

2,305

     

2,371

   

4.00%, 4/1/42, Continuously Callable @100

   

2,400

     

2,464

   

4.00%, 11/15/43, Continuously Callable @100

   

1,905

     

1,902

   

Series A, 5.00%, 5/1/24, Pre-refunded 5/1/23 @100

   

1,470

     

1,519

   

Series A, 5.00%, 5/1/27, Pre-refunded 5/1/23 @100

   

1,200

     

1,240

   

Series A, 5.00%, 6/1/32, Continuously Callable @100

   

10,500

     

10,508

   

Series A, 4.00%, 11/15/41, Continuously Callable @103

   

8,400

     

8,803

   

Series B, 0.95%, 5/1/28, (Put Date 6/1/22) (a)

   

10,000

     

10,000

   
Richmond Hospital Authority Revenue, 5.00%, 1/1/35, Continuously
Callable @100
   

6,500

     

6,917

   
     

104,587

   

Iowa (0.5%):

 

City of Waverly Revenue, 2.50%, 12/31/22, Continuously Callable @100

   

2,000

     

2,006

   
Iowa Finance Authority Revenue
Series E, 4.00%, 8/15/35, Continuously Callable @100
   

5,425

     

5,629

   

Series E, 4.00%, 8/15/36, Continuously Callable @100

   

15,105

     

15,631

   
Iowa Tobacco Settlement Authority Revenue
Series A-2, 4.00%, 6/1/38, Continuously Callable @100
   

270

     

284

   

Series A-2, 4.00%, 6/1/39, Continuously Callable @100

   

300

     

315

   

Series A-2, 4.00%, 6/1/40, Continuously Callable @100

   

200

     

210

   
     

24,075

   

Kansas (0.3%):

 

City of Manhattan Revenue, Series A, 4.00%, 6/1/36, Continuously Callable @103

   

1,640

     

1,665

   
City of Wichita Revenue
4.20%, 9/1/27, Continuously Callable @100
   

1,075

     

1,076

   

4.63%, 9/1/33, Continuously Callable @100

   

10,000

     

10,011

   
     

12,752

   

Kentucky (3.3%):

 
City of Ashland Revenue
4.00%, 2/1/35, Continuously Callable @100
   

470

     

493

   

4.00%, 2/1/36, Continuously Callable @100

   

2,410

     

2,470

   

4.00%, 2/1/37, Continuously Callable @100

   

1,115

     

1,160

   

County of Trimble Revenue, 3.75%, 6/1/33, Continuously Callable @100

   

15,000

     

15,721

   
Kentucky Economic Development Finance Authority Revenue
5.00%, 5/15/26
   

6,750

     

6,927

   

5.00%, 5/15/31, Continuously Callable @100

   

7,205

     

7,414

   

5.00%, 5/15/36, Continuously Callable @100

   

2,500

     

2,570

   

Series B, 2.25%, 10/1/24

   

6,130

     

5,797

   

Series B-3, 1.91% (MUNIPSA+140bps), 2/1/46, (Put Date 2/1/25) (a) (b)

   

20,000

     

20,086

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Kentucky Municipal Power Agency Revenue, Series A, 3.45%, 9/1/42,
(Put Date 3/1/26), Callable 9/2/25 @100 (a)
 

$

7,000

   

$

6,948

   
Kentucky Public Energy Authority Revenue
Series A-1, 4.00%, 8/1/52, (Put Date 8/1/30), Callable 5/1/30 @100.38 (a)
   

5,000

     

5,359

   

Series A-2, 1.40%, 8/1/52, (Put Date 8/1/30), Callable 5/1/30 @100 (a)

   

7,500

     

7,379

   

Series B, 4.00%, 1/1/49, (Put Date 1/1/25) (a)

   

14,285

     

14,870

   

Series C-1, 4.00%, 12/1/49, (Put Date 6/1/25) (a)

   

20,000

     

20,868

   

Series C-3, 1.56% (MUNIPSA+105bps), 12/1/49, (Put Date 6/1/25) (a) (b)

   

20,000

     

20,087

   
Kentucky State Property & Building Commission Revenue
5.00%, 5/1/35, Continuously Callable @100
   

1,000

     

1,122

   

5.00%, 5/1/36, Continuously Callable @100

   

1,000

     

1,120

   

5.00%, 5/1/37, Continuously Callable @100

   

3,000

     

3,355

   

Series A, 5.00%, 2/1/32, Continuously Callable @100

   

2,000

     

2,192

   

Series A, 5.00%, 2/1/33, Continuously Callable @100

   

2,250

     

2,462

   

Series A, 4.00%, 11/1/35, Continuously Callable @100

   

565

     

597

   

Series A, 4.00%, 11/1/36, Continuously Callable @100

   

750

     

790

   

Series A, 4.00%, 11/1/37, Continuously Callable @100

   

750

     

789

   

Series A, 4.00%, 11/1/38, Continuously Callable @100

   

500

     

525

   
Louisville/Jefferson County Metropolitan Government Revenue, 1.75%, 2/1/35,
(Put Date 7/1/26) (a)
   

5,000

     

4,890

   
     

155,991

   

Louisiana (3.2%):

 
City of New Orleans Sewerage Service Revenue
5.00%, 6/1/31, Pre-refunded 6/1/25 @100
   

700

     

763

   

5.00%, 6/1/32, Pre-refunded 6/1/25 @100

   

1,150

     

1,253

   

5.00%, 6/1/34, Pre-refunded 6/1/25 @100

   

1,500

     

1,635

   
City of New Orleans Water System Revenue
5.00%, 12/1/33, Pre-refunded 12/1/25 @100
   

1,500

     

1,654

   

5.00%, 12/1/35, Pre-refunded 12/1/25 @100

   

1,500

     

1,654

   
City of Shreveport Water & Sewer Revenue
Series B, 5.00%, 12/1/31, Continuously Callable @100
   

5,330

     

5,714

   

Series B, 5.00%, 12/1/32, Continuously Callable @100

   

5,125

     

5,493

   
City of Shreveport Water & Sewer Revenue (INS — Assured Guaranty
Municipal Corp.)
5.00%, 12/1/33, Continuously Callable @100
   

1,515

     

1,653

   

5.00%, 12/1/34, Continuously Callable @100

   

1,500

     

1,639

   

5.00%, 12/1/35, Continuously Callable @100

   

1,510

     

1,644

   
City of Shreveport Water & Sewer Revenue (INS — Build America Mutual
Assurance Co.)
Series C, 5.00%, 12/1/30, Continuously Callable @100
   

1,000

     

1,153

   

Series C, 5.00%, 12/1/31, Continuously Callable @100

   

2,000

     

2,298

   
Louisiana Local Government Environmental Facilities & Community Development
Authority Revenue, 3.50%, 11/1/32, Continuously Callable @100
   

18,750

     

18,915

   
Louisiana Public Facilities Authority Revenue
5.00%, 7/1/33, Continuously Callable @100
   

8,940

     

9,657

   

5.00%, 7/1/33, Pre-refunded 7/1/25 @100

   

55

     

60

   

5.00%, 5/15/34, Continuously Callable @100

   

2,225

     

2,423

   

5.00%, 5/15/34, Pre-refunded 5/15/26 @100

   

25

     

28

   

5.00%, 5/15/34, Continuously Callable @100

   

2,975

     

3,286

   

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 7/1/34, Continuously Callable @100

 

$

13,465

   

$

14,523

   

5.00%, 7/1/34, Pre-refunded 7/1/25 @100

   

85

     

93

   

4.00%, 5/15/35, Continuously Callable @100

   

3,465

     

3,576

   

4.00%, 5/15/35, Pre-refunded 5/15/26 @100

   

35

     

38

   

5.00%, 5/15/35, Continuously Callable @100

   

2,000

     

2,202

   

4.00%, 5/15/36, Continuously Callable @100

   

1,485

     

1,528

   

4.00%, 5/15/36, Pre-refunded 5/15/26 @100

   

15

     

16

   

5.00%, 5/15/36, Continuously Callable @100

   

1,560

     

1,714

   

4.00%, 10/1/36, Continuously Callable @100

   

1,625

     

1,685

   

4.00%, 10/1/39, Continuously Callable @100

   

1,625

     

1,676

   

4.00%, 10/1/40, Continuously Callable @100

   

1,400

     

1,439

   

Series A, 4.00%, 12/15/32, Continuously Callable @100

   

2,735

     

2,920

   

Series A, 4.00%, 12/15/33, Continuously Callable @100

   

3,095

     

3,292

   
Louisiana Public Facilities Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 6/1/36, Pre-refunded 6/1/25 @100
   

2,000

     

2,180

   
Louisiana State University & Agricultural & Mechanical College Revenue
Series A, 4.00%, 7/1/31, Continuously Callable @100
   

1,000

     

1,065

   

Series A, 4.00%, 7/1/32, Continuously Callable @100

   

1,000

     

1,063

   

Series A, 4.00%, 7/1/33, Continuously Callable @100

   

1,000

     

1,059

   
New Orleans Aviation Board Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 1/1/35, Continuously Callable @100
   

1,840

     

2,094

   

5.00%, 1/1/36, Continuously Callable @100

   

1,250

     

1,421

   

5.00%, 1/1/37, Continuously Callable @100

   

1,500

     

1,705

   

5.00%, 10/1/37, Continuously Callable @100

   

2,000

     

2,338

   

5.00%, 1/1/38, Continuously Callable @100

   

1,300

     

1,477

   

Parish of St. Charles Revenue, 4.00%, 12/1/40, (Put Date 6/1/22) (a)

   

16,750

     

16,807

   

Parish of St. John the Baptist Revenue, 2.20%, 6/1/37, (Put Date 7/1/26) (a)

   

6,750

     

6,592

   
Tangipahoa Parish Hospital Service District No. 1 Revenue
4.00%, 2/1/38, Continuously Callable @100
   

2,375

     

2,510

   

4.00%, 2/1/39, Continuously Callable @100

   

2,330

     

2,456

   

4.00%, 2/1/41, Continuously Callable @100

   

1,500

     

1,572

   

4.00%, 2/1/42, Continuously Callable @100

   

1,500

     

1,565

   
Tobacco Settlement Financing Corp. Revenue
Series A, 5.00%, 5/15/23
   

5,000

     

5,171

   

Series A, 5.25%, 5/15/31, Continuously Callable @100

   

3,615

     

3,621

   
     

150,320

   

Maine (0.1%):

 
Maine Health & Higher Educational Facilities Authority Revenue
5.00%, 7/1/24, Pre-refunded 7/1/23 @100
   

1,635

     

1,701

   

5.00%, 7/1/26, Pre-refunded 7/1/23 @100

   

1,000

     

1,040

   

5.00%, 7/1/27, Pre-refunded 7/1/23 @100

   

1,000

     

1,040

   
     

3,781

   

Maryland (1.2%):

 
City of Gaithersburg Revenue
5.00%, 1/1/33, Continuously Callable @104
   

3,000

     

3,206

   

5.00%, 1/1/36, Continuously Callable @104

   

1,000

     

1,067

   
Howard County Housing Commission Revenue, Series A, 1.60%, 6/1/29,
Continuously Callable @100
   

3,000

     

2,758

   

See notes to financial statements.

 


24


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Maryland Economic Development Corp. Revenue
Series A, 5.00%, 6/1/30, Continuously Callable @100
 

$

1,250

   

$

1,420

   

Series A, 5.00%, 6/1/31, Continuously Callable @100

   

1,000

     

1,131

   

Series A, 5.00%, 6/1/32, Continuously Callable @100

   

1,000

     

1,128

   

Series A, 5.00%, 6/1/35, Continuously Callable @100

   

2,000

     

2,241

   
Maryland Health & Higher Educational Facilities Authority Revenue
5.50%, 1/1/29, Continuously Callable @100
   

1,415

     

1,558

   

5.50%, 1/1/30, Continuously Callable @100

   

1,750

     

1,926

   

5.50%, 1/1/31, Continuously Callable @100

   

1,585

     

1,743

   

5.00%, 7/1/31, Continuously Callable @100

   

3,190

     

3,443

   

5.00%, 7/1/32, Continuously Callable @100

   

6,505

     

7,006

   

5.00%, 7/1/33, Continuously Callable @100

   

1,000

     

1,074

   

5.00%, 7/1/33, Continuously Callable @100

   

3,600

     

3,867

   

5.00%, 7/1/34, Continuously Callable @100

   

2,500

     

2,681

   

5.00%, 7/1/34, Continuously Callable @100

   

2,200

     

2,365

   

5.50%, 1/1/36, Continuously Callable @100

   

5,000

     

5,449

   

4.00%, 1/1/38, Continuously Callable @100

   

865

     

881

   

4.00%, 7/1/38, Continuously Callable @100

   

1,500

     

1,565

   

4.00%, 7/1/39, Continuously Callable @100

   

1,585

     

1,646

   

4.00%, 7/1/40, Continuously Callable @100

   

1,645

     

1,702

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

1,000

     

1,090

   

Series A, 5.00%, 7/1/34, Continuously Callable @100

   

1,000

     

1,088

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

1,310

     

1,422

   

Series A, 5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,083

   
     

54,540

   

Massachusetts (1.5%):

 
Massachusetts Clean Water Trust Revenue, Series 11, 4.75%, 8/1/25, Continuously
Callable @100
   

110

     

110

   
Massachusetts Development Finance Agency Revenue
5.00%, 7/1/30, Continuously Callable @100
   

2,000

     

2,214

   

5.00%, 7/1/31, Continuously Callable @100

   

1,675

     

1,854

   

5.00%, 7/1/32, Continuously Callable @100

   

1,250

     

1,370

   

4.00%, 10/1/32, Continuously Callable @105 (c)

   

3,600

     

3,821

   

5.00%, 4/15/33, Continuously Callable @100

   

2,155

     

2,257

   

5.00%, 7/1/33, Continuously Callable @100

   

1,250

     

1,365

   

5.00%, 7/1/34, Continuously Callable @100

   

1,000

     

1,088

   

5.00%, 7/1/36, Continuously Callable @100

   

895

     

990

   

5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,150

   

5.00%, 7/1/36, Continuously Callable @100

   

2,000

     

2,192

   

5.00%, 7/1/37, Continuously Callable @100

   

1,215

     

1,342

   

5.00%, 7/1/37, Continuously Callable @100

   

800

     

919

   

5.00%, 10/1/37, Continuously Callable @105 (c)

   

1,000

     

1,066

   

5.00%, 7/1/38, Continuously Callable @100

   

335

     

370

   

5.00%, 7/1/38, Continuously Callable @100

   

600

     

688

   

4.00%, 9/1/41, Continuously Callable @100

   

1,010

     

1,055

   

0.92%, 7/1/49, (Put Date 1/29/26), Continuously Callable @100 (a) (c)

   

2,500

     

2,470

   

Series A, 5.00%, 7/1/22

   

1,480

     

1,494

   

Series A, 5.00%, 7/1/27, Pre-refunded 7/1/22 @100

   

1,720

     

1,737

   

Series A, 5.00%, 1/1/31, Continuously Callable @100

   

450

     

500

   

Series A, 5.00%, 1/1/32, Continuously Callable @100

   

645

     

715

   

See notes to financial statements.

 


25


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 1/1/33, Continuously Callable @100

 

$

535

   

$

592

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

700

     

772

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

735

     

808

   

Series A, 5.00%, 1/1/36, Continuously Callable @100

   

1,000

     

1,096

   

Series A, 5.00%, 7/1/36, Continuously Callable @100

   

2,000

     

2,242

   

Series A, 5.00%, 7/1/38, Continuously Callable @100

   

1,000

     

1,117

   

Series A, 5.00%, 7/1/39, Continuously Callable @100

   

2,250

     

2,507

   

Series B, 4.00%, 6/1/35, Continuously Callable @100

   

2,300

     

2,377

   

Series B, 4.00%, 6/1/41, Continuously Callable @100

   

2,750

     

2,808

   

Series E, 5.00%, 7/1/35, Continuously Callable @100

   

1,500

     

1,638

   

Series E, 5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,091

   

Series G, 5.00%, 7/1/35, Continuously Callable @100

   

200

     

232

   

Series G, 5.00%, 7/1/36, Continuously Callable @100

   

200

     

231

   

Series G, 5.00%, 7/1/37, Continuously Callable @100

   

400

     

461

   

Series G, 5.00%, 7/1/38, Continuously Callable @100

   

300

     

345

   

Series G, 5.00%, 7/1/39, Continuously Callable @100

   

350

     

402

   

Series J2, 5.00%, 7/1/35, Continuously Callable @100

   

5,375

     

6,109

   

Series J2, 5.00%, 7/1/36, Continuously Callable @100

   

4,415

     

5,009

   

Series J2, 5.00%, 7/1/37, Continuously Callable @100

   

5,285

     

5,984

   

Series J2, 5.00%, 7/1/38, Continuously Callable @100

   

5,000

     

5,655

   
     

72,243

   

Michigan (1.8%):

 
Detroit Downtown Development Authority Tax Allocation (INS — Assured
Guaranty Municipal Corp.)
Series A, 5.00%, 7/1/36, Continuously Callable @100
   

1,000

     

1,056

   

Series A, 5.00%, 7/1/37, Continuously Callable @100

   

2,000

     

2,110

   
Flint Hospital Building Authority Revenue
4.00%, 7/1/32, Continuously Callable @100
   

2,525

     

2,703

   

4.00%, 7/1/33, Continuously Callable @100

   

2,620

     

2,795

   

4.00%, 7/1/34, Continuously Callable @100

   

2,730

     

2,905

   

4.00%, 7/1/35, Continuously Callable @100

   

1,635

     

1,736

   

4.00%, 7/1/38, Continuously Callable @100

   

1,855

     

1,959

   
Great Lakes Water Authority Water Supply System Revenue, Series D, 4.00%,
7/1/32, Continuously Callable @100
   

13,560

     

14,480

   
Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.)
5.00%, 5/1/32, Continuously Callable @100
   

2,775

     

3,068

   

5.00%, 5/1/33, Continuously Callable @100

   

2,875

     

3,171

   

5.00%, 5/1/34, Continuously Callable @100

   

2,965

     

3,261

   

5.00%, 5/1/35, Continuously Callable @100

   

3,065

     

3,361

   

5.00%, 5/1/36, Continuously Callable @100

   

2,770

     

3,028

   
Michigan Finance Authority Revenue
5.00%, 11/1/34, Continuously Callable @100
   

1,000

     

1,149

   

5.00%, 11/1/35, Continuously Callable @100

   

1,000

     

1,149

   

4.00%, 11/15/35, Continuously Callable @100

   

6,000

     

6,322

   

5.00%, 11/1/36, Continuously Callable @100

   

1,000

     

1,148

   

4.00%, 11/15/36, Continuously Callable @100

   

1,000

     

1,047

   

5.00%, 11/1/37, Continuously Callable @100

   

1,250

     

1,433

   

4.00%, 12/1/41, Continuously Callable @100

   

2,375

     

2,406

   

Series 2016, 5.00%, 12/1/34, Continuously Callable @100

   

8,200

     

8,937

   

Series 2016, 5.00%, 12/1/35, Continuously Callable @100

   

4,600

     

4,996

   

See notes to financial statements.

 


26


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Michigan Finance Authority Revenue (NBGA — Michigan School Bond
Qualification and Loan Program)
Series A, 5.00%, 5/1/24
 

$

2,000

   

$

2,129

   

Series A, 5.00%, 5/1/25

   

1,700

     

1,855

   
Michigan State Building Authority Revenue, Series I-A, 5.00%, 10/15/29,
Continuously Callable @100
   

3,000

     

3,136

   

Summit Academy North Revenue, 4.00%, 11/1/41, Continuously Callable @103

   

2,870

     

2,777

   
     

84,117

   

Minnesota (0.2%):

 
City of Minneapolis Revenue, Series A, 5.00%, 11/15/36, Continuously
Callable @100
   

5,000

     

5,593

   
Housing & Redevelopment Authority of The City of St Paul Minnesota Revenue
5.00%, 11/15/29, Pre-refunded 11/15/25 @100
   

1,750

     

1,926

   

5.00%, 11/15/30, Pre-refunded 11/15/25 @100

   

1,275

     

1,404

   
     

8,923

   

Mississippi (0.5%):

 
Mississippi Business Finance Corp. Revenue, 3.20%, 9/1/28, Continuously
Callable @100
   

6,000

     

5,994

   
Mississippi Development Bank Revenue
Series A, 5.00%, 4/1/28, Continuously Callable @100
   

575

     

592

   

Series A, 5.00%, 4/1/28, Pre-refunded 4/1/23 @100

   

920

     

950

   
Mississippi Development Bank Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 9/1/30, Continuously Callable @100
   

6,410

     

6,483

   
Mississippi Hospital Equipment & Facilities Authority Revenue
4.00%, 1/1/36, Continuously Callable @100
   

2,240

     

2,374

   

4.00%, 1/1/37, Continuously Callable @100

   

2,260

     

2,384

   

4.00%, 1/1/39, Continuously Callable @100

   

1,850

     

1,932

   

4.00%, 1/1/40, Continuously Callable @100

   

2,675

     

2,783

   
     

23,492

   

Missouri (1.2%):

 
Cape Girardeau County IDA Revenue
5.00%, 3/1/32, Continuously Callable @100
   

500

     

541

   

5.00%, 3/1/36, Continuously Callable @100

   

750

     

806

   

4.00%, 3/1/41, Continuously Callable @100

   

750

     

781

   

Series A, 6.00%, 3/1/33, Continuously Callable @103

   

2,075

     

2,187

   
Health & Educational Facilities Authority of the State of Missouri Revenue
5.00%, 2/1/29, Continuously Callable @104
   

1,000

     

1,077

   

5.00%, 5/1/30, Continuously Callable @100

   

2,310

     

2,385

   

5.00%, 5/15/32, Continuously Callable @103

   

1,555

     

1,681

   

5.25%, 5/1/33, Continuously Callable @100

   

2,350

     

2,433

   

5.00%, 2/1/34, Continuously Callable @104

   

2,000

     

2,142

   

5.00%, 5/15/36, Continuously Callable @103

   

4,565

     

4,908

   
Missouri Development Finance Board Revenue
Series A, 5.00%, 6/1/30, Continuously Callable @100
   

1,000

     

1,030

   

Series A, 5.00%, 6/1/31, Continuously Callable @100

   

4,215

     

4,342

   
Missouri State Environmental Improvement & Energy Resources Authority
Revenue, Series A-R, 2.90%, 9/1/33, Continuously Callable @102
   

25,000

     

24,740

   

See notes to financial statements.

 


27


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
St. Louis County IDA Revenue
5.00%, 9/1/23
 

$

595

   

$

608

   

5.50%, 9/1/33, Continuously Callable @100

   

2,750

     

2,834

   
Stoddard County IDA Revenue, Series B, 6.00%, 3/1/37, Continuously
Callable @103
   

1,865

     

1,963

   
     

54,458

   

Montana (0.2%):

 

City of Forsyth Revenue, 3.90%, 3/1/31, Callable 3/1/23 @100

   

8,500

     

8,608

   

Nebraska (0.4%):

 

Central Plains Energy Project Revenue, Series A, 5.00%, 9/1/36

   

3,550

     

4,138

   
Douglas County Hospital Authority No. 3 Revenue
5.00%, 11/1/28, Continuously Callable @100
   

1,250

     

1,363

   

5.00%, 11/1/30, Continuously Callable @100

   

1,600

     

1,743

   
Nebraska Educational Health Cultural & Social Services Finance Authority
Revenue
4.00%, 1/1/35, Continuously Callable @102
   

795

     

864

   

4.00%, 1/1/36, Continuously Callable @102

   

1,240

     

1,347

   

4.00%, 1/1/37, Continuously Callable @102

   

1,000

     

1,083

   

4.00%, 1/1/38, Continuously Callable @102

   

1,295

     

1,403

   

4.00%, 1/1/39, Continuously Callable @102

   

1,800

     

1,946

   
Public Power Generation Agency Revenue, 5.00%, 1/1/37, Continuously
Callable @100
   

2,400

     

2,640

   
     

16,527

   

Nevada (1.6%):

 
City of Carson City Revenue
5.00%, 9/1/29, Continuously Callable @100
   

620

     

693

   

5.00%, 9/1/31, Continuously Callable @100

   

1,000

     

1,114

   

5.00%, 9/1/33, Continuously Callable @100

   

1,000

     

1,108

   

5.00%, 9/1/37, Continuously Callable @100

   

1,950

     

2,144

   
City of North Las Vegas, GO (INS — Assured Guaranty Municipal Corp.)
4.00%, 6/1/35, Continuously Callable @100
   

1,870

     

1,953

   

4.00%, 6/1/37, Continuously Callable @100

   

7,345

     

7,640

   

4.00%, 6/1/38, Continuously Callable @100

   

6,135

     

6,370

   
City of Sparks Revenue
Series A, 2.50%, 6/15/24 (c)
   

700

     

701

   

Series A, 2.75%, 6/15/28 (c)

   

1,500

     

1,488

   
County of Clark Department of Aviation Revenue
5.00%, 7/1/26
   

3,660

     

4,060

   

5.00%, 7/1/27

   

2,220

     

2,504

   

Series A-2, 5.00%, 7/1/32, Continuously Callable @100

   

20,470

     

21,694

   

Series A-2, 5.00%, 7/1/33, Continuously Callable @100

   

10,845

     

11,489

   
Las Vegas Convention & Visitors Authority Revenue
Series C, 4.00%, 7/1/33, Continuously Callable @100
   

2,000

     

2,123

   

Series C, 4.00%, 7/1/34, Continuously Callable @100

   

4,560

     

4,832

   

Series C, 4.00%, 7/1/35, Continuously Callable @100

   

5,075

     

5,362

   
     

75,275

   

See notes to financial statements.

 


28


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

New Hampshire (0.3%):

 
New Hampshire Business Finance Authority Revenue, 4.00%, 1/1/41,
Continuously Callable @103
 

$

5,100

   

$

5,285

   
New Hampshire Health and Education Facilities Authority Act Revenue
5.00%, 8/1/34, Continuously Callable @100
   

2,880

     

3,227

   

5.00%, 8/1/35, Continuously Callable @100

   

2,700

     

3,017

   

5.00%, 8/1/36, Continuously Callable @100

   

2,000

     

2,228

   

5.00%, 8/1/37, Continuously Callable @100

   

1,500

     

1,666

   
     

15,423

   

New Jersey (6.0%):

 
Casino Reinvestment Development Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
5.00%, 11/1/29, Continuously Callable @100
   

1,000

     

1,065

   

5.00%, 11/1/30, Continuously Callable @100

   

1,000

     

1,063

   
City of Atlantic City, GO (INS — Assured Guaranty Municipal Corp.)
Series B, 5.00%, 3/1/32, Continuously Callable @100
   

1,660

     

1,852

   

Series B, 5.00%, 3/1/37, Continuously Callable @100

   

1,250

     

1,381

   
City of Atlantic City, GO (INS — Build America Mutual Assurance Co.)
Series A, 5.00%, 3/1/32, Continuously Callable @100
   

630

     

703

   

Series A, 5.00%, 3/1/37, Continuously Callable @100

   

750

     

828

   
City of Bayonne, GO (INS — Build America Mutual Assurance Co.)
5.00%, 7/1/34, Pre-refunded 7/1/26 @100
   

1,135

     

1,270

   

5.00%, 7/1/35, Pre-refunded 7/1/26 @100

   

1,000

     

1,118

   
Essex County Improvement Authority Revenue, 4.00%, 6/15/38, Continuously
Callable @100
   

550

     

581

   
New Brunswick Parking Authority Revenue (INS — Build America Mutual
Assurance Co.)
Series A, 5.00%, 9/1/35, Continuously Callable @100
   

1,455

     

1,581

   

Series A, 5.00%, 9/1/36, Continuously Callable @100

   

2,000

     

2,167

   
New Jersey Building Authority Revenue
Series A, 4.00%, 6/15/30, Pre-refunded 6/15/26 @100
   

400

     

431

   

Series A, 4.00%, 6/15/30, Pre-refunded 6/15/26 @100

   

600

     

646

   
New Jersey Economic Development Authority Revenue
5.00%, 3/1/25, Continuously Callable @100
   

18,410

     

18,891

   

5.00%, 6/15/26, Pre-refunded 6/15/22 @100

   

2,500

     

2,520

   
2.06% (MUNIPSA+155bps), 9/1/27, Callable 3/1/23 @100 (b)    

10,000

     

9,949

   
2.11% (MUNIPSA+160bps), 3/1/28, Callable 3/1/23 @100 (b)    

10,000

     

9,910

   

5.00%, 11/1/36, Continuously Callable @100

   

2,000

     

2,230

   

4.00%, 11/1/38, Continuously Callable @100

   

1,500

     

1,545

   

4.00%, 11/1/39, Continuously Callable @100

   

2,000

     

2,054

   

Series A, 5.00%, 6/15/25

   

5,125

     

5,540

   

Series A, 3.13%, 7/1/29, Continuously Callable @100

   

665

     

665

   

Series A, 3.38%, 7/1/30, Continuously Callable @100

   

1,000

     

982

   

Series B, 5.00%, 6/15/36, Continuously Callable @100

   

16,455

     

18,162

   

Series B, 5.00%, 6/15/37, Continuously Callable @100

   

16,280

     

17,957

   

Series WW, 5.25%, 6/15/33, Continuously Callable @100

   

9,000

     

9,686

   
New Jersey Economic Development Authority Revenue (INS — Assured
Guaranty Municipal Corp.), 5.00%, 6/15/25, Continuously Callable @100
   

10,000

     

10,588

   

See notes to financial statements.

 


29


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
New Jersey Educational Facilities Authority Revenue
Series B, 5.50%, 9/1/28, Continuously Callable @100
 

$

5,740

   

$

6,412

   

Series B, 5.50%, 9/1/29, Continuously Callable @100

   

4,000

     

4,464

   

Series B, 5.50%, 9/1/30, Continuously Callable @100

   

3,000

     

3,345

   

Series B, 5.50%, 9/1/31, Continuously Callable @100

   

4,590

     

5,115

   

Series B, 5.50%, 9/1/32, Continuously Callable @100

   

8,075

     

8,970

   

Series F, 4.00%, 7/1/33, Continuously Callable @100

   

150

     

158

   

Series F, 4.00%, 7/1/33, Pre-refunded 7/1/26 @100

   

350

     

377

   

Series F, 4.00%, 7/1/34, Continuously Callable @100

   

260

     

273

   

Series F, 4.00%, 7/1/34, Pre-refunded 7/1/26 @100

   

490

     

528

   

Series F, 4.00%, 7/1/35, Continuously Callable @100

   

975

     

1,016

   

Series F, 4.00%, 7/1/35, Pre-refunded 7/1/26 @100

   

275

     

296

   
New Jersey Educational Facilities Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
Series A, 5.00%, 7/1/34, Continuously Callable @100
   

3,000

     

3,351

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

3,350

     

3,731

   

Series A, 4.00%, 7/1/36, Continuously Callable @100

   

1,800

     

1,875

   
New Jersey Health Care Facilities Financing Authority Revenue
5.00%, 10/1/33, Continuously Callable @100
   

2,000

     

2,197

   

5.00%, 10/1/34, Continuously Callable @100

   

2,000

     

2,192

   

5.00%, 10/1/35, Continuously Callable @100

   

2,620

     

2,870

   
New Jersey Health Care Facilities Financing Authority Revenue (INS — Assured
Guaranty Municipal Corp.)
Series A, 5.00%, 7/1/27, Continuously Callable @100
   

2,000

     

2,193

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

1,500

     

1,634

   
New Jersey Transportation Trust Fund Authority Revenue
5.00%, 6/15/30, Continuously Callable @100
   

3,000

     

3,311

   

5.00%, 6/15/31, Continuously Callable @100

   

3,000

     

3,299

   

Series A, 2.80%, 12/15/25

   

20,000

     

18,039

   

Series A, 5.00%, 12/15/33, Continuously Callable @100

   

2,000

     

2,213

   

Series A, 5.00%, 12/15/35, Continuously Callable @100

   

1,050

     

1,159

   

Series A, 4.00%, 6/15/36, Continuously Callable @100

   

2,500

     

2,609

   

Series AA, 5.25%, 6/15/33, Continuously Callable @100

   

2,000

     

2,152

   

Series AA, 5.25%, 6/15/34, Continuously Callable @100

   

3,000

     

3,219

   

Series AA, 4.00%, 6/15/37, Continuously Callable @100

   

2,000

     

2,090

   

Series BB, 5.00%, 6/15/31, Continuously Callable @100

   

2,500

     

2,799

   

Series BB, 5.00%, 6/15/34, Continuously Callable @100

   

10,000

     

11,063

   

Series BB, 4.00%, 6/15/42, Continuously Callable @100

   

3,000

     

3,075

   
New Jersey Transportation Trust Fund Authority Revenue (INS — AMBAC
Assurance Corp.), Series B, 5.25%, 12/15/22
   

5,000

     

5,124

   
New Jersey Turnpike Authority Revenue
Series A, 5.00%, 1/1/34, Continuously Callable @100
   

10,000

     

10,593

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

7,675

     

8,386

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

4,725

     

5,162

   

Series A, 4.00%, 1/1/42, Continuously Callable @100

   

3,000

     

3,241

   

Series B, 4.00%, 1/1/35, Continuously Callable @100

   

3,500

     

3,754

   
Newark Housing Authority Revenue (INS — Assured Guaranty Municipal Corp.)
4.00%, 12/1/29, Continuously Callable @100
   

500

     

534

   

4.00%, 12/1/30, Continuously Callable @100

   

750

     

799

   

4.00%, 12/1/31, Continuously Callable @100

   

500

     

532

   

See notes to financial statements.

 


30


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
South Jersey Transportation Authority Revenue
Series A, 5.00%, 11/1/30, Continuously Callable @100
 

$

500

   

$

531

   

Series A, 5.00%, 11/1/31, Continuously Callable @100

   

750

     

797

   

Series A, 5.00%, 11/1/34, Continuously Callable @100

   

1,085

     

1,143

   

Series A, 4.00%, 11/1/40, Continuously Callable @100

   

4,300

     

4,466

   

State of New Jersey, GO, Series A, 4.00%, 6/1/32

   

3,000

     

3,270

   
Tobacco Settlement Financing Corp. Revenue, Series A, 5.00%, 6/1/36,
Continuously Callable @100
   

5,000

     

5,533

   
     

285,255

   

New Mexico (0.3%):

 

City of Farmington Revenue, Series B, 2.15%, 4/1/33, Continuously Callable @101

   

10,000

     

8,738

   
City of Santa Revenue
2.25%, 5/15/24, Continuously Callable @100
   

600

     

594

   

2.63%, 5/15/25, Continuously Callable @100

   

1,000

     

995

   

5.00%, 5/15/34, Continuously Callable @103

   

625

     

681

   

5.00%, 5/15/39, Continuously Callable @103

   

480

     

519

   
New Mexico Hospital Equipment Loan Council Revenue, 5.00%, 7/1/39,
Continuously Callable @102
   

1,075

     

1,151

   
Village of Los Ranchos de Albuquerque Revenue
4.00%, 9/1/35, Continuously Callable @100
   

300

     

322

   

4.00%, 9/1/40, Continuously Callable @100

   

1,200

     

1,277

   
Winrock Town Center Tax Increment Development District No. 1 Tax Allocation
4.00%, 5/1/33, Continuously Callable @103 (c)
   

600

     

570

   

4.25%, 5/1/40, Continuously Callable @103 (c)

   

1,000

     

927

   
     

15,774

   

New York (5.3%):

 
Allegany County Capital Resource Corp. Revenue
Series A, 5.00%, 12/1/32, Continuously Callable @100
   

1,390

     

1,536

   

Series A, 5.00%, 12/1/37, Continuously Callable @100

   

1,500

     

1,628

   

Series A, 5.00%, 12/1/42, Continuously Callable @100

   

1,925

     

2,060

   
Chautauqua Tobacco Asset Securitization Corp. Revenue, 5.00%, 6/1/34,
Continuously Callable @100
   

3,700

     

3,851

   

City of New York, GO, Series B, 0.70%, 10/1/46, Continuously Callable @100 (e)

   

1,800

     

1,800

   

City of Newburgh, GO, Series B, 5.00%, 6/15/23, Continuously Callable @100

   

575

     

579

   

County of Nassau, GO, Series A, 5.00%, 1/1/36, Continuously Callable @100

   

1,150

     

1,257

   
Erie County Industrial Development Agency Revenue, 5.00%, 5/1/28,
Continuously Callable @100
   

2,000

     

2,067

   
Hudson Yards Infrastructure Corp. Revenue, Series A, 5.00%, 2/15/37,
Continuously Callable @100
   

2,500

     

2,769

   
Metropolitan Transportation Authority Revenue
4.00%, 11/15/35, Continuously Callable @100
   

9,040

     

9,362

   

Series 2, 0.89% (SOFR+80bps), 11/1/32, (Put Date 4/1/26) (a) (b)

   

3,000

     

2,908

   

Series A, 11/15/32 (d)

   

10,000

     

7,173

   

Series A-1, 5.00%, 2/1/23

   

4,000

     

4,104

   

Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (a)

   

7,315

     

8,341

   

Series B-1, 5.00%, 5/15/22

   

1,000

     

1,004

   

Series C-1, 5.00%, 11/15/29, Continuously Callable @100

   

7,030

     

7,858

   

See notes to financial statements.

 


31


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series C-1, 4.00%, 11/15/32, Continuously Callable @100

 

$

9,300

   

$

9,678

   

Series C-1, 5.00%, 11/15/34, Continuously Callable @100

   

6,295

     

6,704

   

Series C-1, 5.00%, 11/15/36, Continuously Callable @100

   

3,705

     

3,992

   

Series D-1, 5.00%, 11/15/34, Continuously Callable @100

   

2,000

     

2,130

   

Series F, 5.00%, 11/15/34, Continuously Callable @100

   

2,000

     

2,130

   

Series F, 5.00%, 11/15/35, Continuously Callable @100

   

3,000

     

3,189

   
Metropolitan Transportation Authority Revenue (INS — Assured Guaranty
Municipal Corp.), Series A-1, 4.00%, 11/15/41, Continuously Callable @100
   

9,820

     

10,238

   
Monroe County Industrial Development Corp. Revenue
4.00%, 12/1/38, Continuously Callable @100
   

1,200

     

1,261

   

4.00%, 12/1/39, Continuously Callable @100

   

1,200

     

1,259

   
New York City Transitional Finance Authority Future Tax Secured Revenue,
4.00%, 11/1/38, Continuously Callable @100
   

1,250

     

1,329

   
New York City Trust for Cultural Resources Revenue, Series A, 4.00%, 12/1/34,
Continuously Callable @100
   

2,000

     

2,182

   
New York Liberty Development Corp. Revenue
2.80%, 9/15/69, Continuously Callable @100
   

15,500

     

14,609

   

2.63%, 9/15/69, Continuously Callable @100

   

3,350

     

2,961

   

Series A, 2.10%, 11/15/32, Continuously Callable @100

   

6,730

     

5,981

   

Series A, 2.20%, 11/15/33, Continuously Callable @100

   

9,000

     

7,985

   
New York State Dormitory Authority Revenue
5.00%, 12/1/35, Continuously Callable @100 (c)
   

600

     

669

   

6.00%, 7/1/40, Continuously Callable @100 (c) (g)

   

3,600

     

3,321

   

Series A, 5.00%, 5/1/23

   

15

     

16

   

Series A, 5.00%, 5/1/23

   

735

     

754

   

Series A 5.00%, 5/1/24, Continuously Callable @100

   

735

     

753

   

Series A 5.00%, 5/1/24, Pre-refunded 5/1/23 @100

   

15

     

16

   

Series A 5.00%, 5/1/25, Continuously Callable @100

   

1,175

     

1,204

   

Series A 5.00%, 5/1/25, Pre-refunded 5/1/23 @100

   

25

     

26

   

Series A 5.00%, 5/1/26, Continuously Callable @100

   

980

     

1,004

   

Series A 5.00%, 5/1/26, Pre-refunded 5/1/23 @100

   

20

     

21

   

Series A 4.00%, 9/1/36, Continuously Callable @100

   

500

     

510

   

Series A 4.00%, 9/1/37, Continuously Callable @100

   

350

     

356

   

Series A 4.00%, 9/1/38, Continuously Callable @100

   

1,250

     

1,269

   

Series A 4.00%, 3/15/40, Continuously Callable @100

   

20,000

     

21,045

   

Series A 4.00%, 9/1/40, Continuously Callable @100

   

750

     

756

   

Series A 4.00%, 3/15/43, Continuously Callable @100

   

23,380

     

24,723

   

Series A-1, 4.00%, 7/1/40, Continuously Callable @100

   

4,535

     

4,625

   

Series B, 5.00%, 2/15/32, Continuously Callable @100

   

19,995

     

21,580

   

Series B, 5.00%, 2/15/32, Pre-refunded 2/15/25 @100

   

5

     

5

   
New York State Dormitory Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
Series A 5.00%, 10/1/27, Continuously Callable @100
   

1,000

     

1,073

   

Series A 5.00%, 10/1/28, Continuously Callable @100

   

1,000

     

1,072

   

Series A 5.00%, 10/1/29, Continuously Callable @100

   

1,300

     

1,394

   
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-DBE-8073, 0.91%, 8/1/50, Continuously Callable @100 (c) (e)
   

2,300

     

2,300

   

See notes to financial statements.

 


32


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Niagara Falls City School District Certificate of Participation (INS — Assured
Guaranty Municipal Corp.)
5.00%, 6/15/23
 

$

1,670

   

$

1,733

   

5.00%, 6/15/24

   

1,450

     

1,542

   

5.00%, 6/15/25, Continuously Callable @100

   

1,670

     

1,775

   
Saratoga County Capital Resource Corp. Revenue, Series A, 5.00%, 12/1/28,
Continuously Callable @100
   

790

     

829

   
Town of Oyster Bay, GO
4.00%, 2/15/24
   

5,415

     

5,605

   

4.00%, 2/15/25

   

9,750

     

10,230

   

4.00%, 2/15/26

   

3,000

     

3,188

   
Westchester County Local Development Corp. Revenue, 5.00%, 1/1/28,
Continuously Callable @100
   

1,350

     

1,372

   
     

248,691

   

North Carolina (0.3%):

 
North Carolina Medical Care Commission Revenue
5.00%, 10/1/25
   

1,225

     

1,276

   

5.00%, 10/1/30, Continuously Callable @100

   

1,850

     

1,921

   

5.00%, 10/1/40, Continuously Callable @103

   

1,050

     

1,132

   

5.00%, 10/1/45, Continuously Callable @103

   

1,000

     

1,061

   

Series A, 4.00%, 9/1/40, Continuously Callable @100

   

3,050

     

3,065

   

Series A, 4.00%, 10/1/40, Continuously Callable @103

   

600

     

629

   

Series A, 5.00%, 10/1/40, Continuously Callable @103

   

1,800

     

2,025

   

Series A, 5.00%, 10/1/45, Continuously Callable @103

   

1,800

     

2,012

   

Series A, 4.00%, 10/1/45, Continuously Callable @103

   

1,000

     

1,040

   
     

14,161

   

North Dakota (0.3%):

 
City of Grand Forks Revenue
4.00%, 12/1/36, Continuously Callable @100
   

1,100

     

1,159

   

4.00%, 12/1/37, Continuously Callable @100

   

1,250

     

1,311

   

4.00%, 12/1/38, Continuously Callable @100

   

1,100

     

1,152

   

4.00%, 12/1/40, Continuously Callable @100

   

1,700

     

1,768

   

4.00%, 12/1/41, Continuously Callable @100

   

1,750

     

1,815

   

County of Ward Revenue, Series C, 5.00%, 6/1/43, Continuously Callable @100

   

4,500

     

4,820

   
     

12,025

   

Ohio (2.7%):

 
Akron Bath Copley Joint Township Hospital District Revenue
4.00%, 11/15/36, Continuously Callable @100
   

1,000

     

1,057

   

4.00%, 11/15/37, Continuously Callable @100

   

800

     

843

   

4.00%, 11/15/38, Continuously Callable @100

   

500

     

526

   

City of Centerville Revenue, 5.25%, 11/1/37, Continuously Callable @100

   

2,250

     

2,427

   
County of Allen Hospital Facilities Revenue
4.00%, 12/1/40, Continuously Callable @100
   

7,500

     

7,726

   

Series A, 4.00%, 8/1/36, Continuously Callable @100

   

5,000

     

5,183

   

Series A, 4.00%, 8/1/37, Continuously Callable @100

   

10,800

     

11,163

   
County of Cuyahoga Revenue
4.00%, 2/15/29, Continuously Callable @100
   

7,430

     

8,033

   

5.00%, 2/15/37, Continuously Callable @100

   

4,000

     

4,440

   

See notes to financial statements.

 


33


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
County of Hamilton Revenue
5.00%, 1/1/31, Continuously Callable @100
 

$

1,350

   

$

1,428

   

5.00%, 1/1/36, Continuously Callable @100

   

1,400

     

1,468

   

5.00%, 9/15/39, Continuously Callable @100

   

1,375

     

1,591

   

5.00%, 9/15/40, Continuously Callable @100

   

1,100

     

1,270

   
County of Hamilton Sales Tax Revenue (INS — AMBAC Assurance Corp.),
Series B, 2.24%, 12/1/25
   

4,365

     

4,022

   

County of Hardi Revenue, 5.25%, 5/1/40, Continuously Callable @103

   

2,000

     

2,030

   
County of Montgomery Revenue
3.00%, 11/15/36, Continuously Callable @100
   

7,000

     

6,488

   

5.00%, 11/15/37, Continuously Callable @100

   

2,200

     

2,484

   

County of Ross Revenue, 5.00%, 12/1/39, Continuously Callable @100

   

2,405

     

2,749

   
Dayton City School District, GO
5.00%, 11/1/28
   

2,805

     

3,258

   

5.00%, 11/1/29

   

3,655

     

4,313

   

5.00%, 11/1/30

   

3,160

     

3,782

   

5.00%, 11/1/31

   

2,000

     

2,424

   
Ohio Higher Educational Facility Commission Revenue
5.00%, 5/1/31, Continuously Callable @100
   

1,000

     

1,076

   

5.00%, 5/1/33, Continuously Callable @100

   

500

     

538

   
Ohio Turnpike & Infrastructure Commission Revenue, 5.25%, 2/15/29,
Continuously Callable @100
   

2,000

     

2,062

   
Port of Greater Cincinnati Development Authority Revenue, Series A, 3.00%,
5/1/23, Continuously Callable @100
   

9,535

     

9,536

   
Southeastern Ohio Port Authority Revenue
5.50%, 12/1/29, Continuously Callable @100
   

750

     

799

   

5.00%, 12/1/35, Continuously Callable @100

   

750

     

784

   
State of Ohio Revenue
5.00%, 1/15/34, Continuously Callable @100
   

7,210

     

7,840

   

5.00%, 1/15/35, Continuously Callable @100

   

6,000

     

6,510

   

0.95%, 11/1/35, (Put Date 6/1/22) (a)

   

5,000

     

5,000

   

5.00%, 1/15/36, Continuously Callable @100

   

3,070

     

3,323

   

4.00%, 11/15/36, Continuously Callable @100

   

1,260

     

1,332

   

4.00%, 11/15/38, Continuously Callable @100

   

1,270

     

1,335

   

4.00%, 11/15/40, Continuously Callable @100

   

655

     

684

   

Series A, 4.00%, 1/15/38, Continuously Callable @100

   

1,000

     

1,046

   

Series A, 4.00%, 1/15/40, Continuously Callable @100

   

1,800

     

1,869

   
Village of Bluffton Revenue
5.00%, 12/1/31, Continuously Callable @100
   

1,500

     

1,694

   

4.00%, 12/1/32, Continuously Callable @100

   

1,500

     

1,598

   

4.00%, 12/1/33, Continuously Callable @100

   

1,600

     

1,694

   

4.00%, 12/1/34, Continuously Callable @100

   

1,795

     

1,888

   
     

129,313

   

Oklahoma (0.2%):

 
Oklahoma Development Finance Authority Revenue, Series B, 5.00%, 8/15/33,
Continuously Callable @100
   

4,100

     

4,389

   
Pontotoc County Educational Facilities Authority Revenue, 4.00%, 9/1/40,
Continuously Callable @100
   

2,000

     

2,098

   

See notes to financial statements.

 


34


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Tulsa County Industrial Authority Revenue
5.00%, 11/15/28, Continuously Callable @102
 

$

940

   

$

1,009

   

5.00%, 11/15/30, Continuously Callable @102

   

1,780

     

1,907

   
     

9,403

   

Oregon (0.1%):

 
Clackamas County Hospital Facility Authority Revenue
5.00%, 11/15/32, Continuously Callable @102
   

500

     

539

   

5.00%, 11/15/37, Continuously Callable @102

   

500

     

535

   
Oregon State Facilities Authority Revenue
Series A, 5.00%, 10/1/35, Continuously Callable @100
   

275

     

316

   

Series A, 5.00%, 10/1/40, Continuously Callable @100

   

1,750

     

1,987

   
Salem Hospital Facility Authority Revenue, 4.00%, 5/15/40, Continuously
Callable @103
   

800

     

811

   
     

4,188

   

Pennsylvania (7.9%):

 
Allegheny County Hospital Development Authority Revenue
5.00%, 4/1/35, Continuously Callable @100
   

7,315

     

8,277

   

5.00%, 4/1/36, Continuously Callable @100

   

8,000

     

9,035

   

4.00%, 7/15/37, Continuously Callable @100

   

2,000

     

2,112

   

4.00%, 7/15/38, Continuously Callable @100

   

1,500

     

1,569

   

4.00%, 7/15/39, Continuously Callable @100

   

1,440

     

1,506

   
Allegheny County Sanitary Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
4.00%, 12/1/33, Continuously Callable @100
   

1,500

     

1,600

   

4.00%, 12/1/34, Continuously Callable @100

   

1,475

     

1,573

   
Berks County IDA Revenue
4.00%, 11/1/33, Continuously Callable @100
   

1,300

     

1,292

   

5.00%, 11/1/34, Continuously Callable @100

   

2,000

     

2,098

   

5.00%, 11/1/35, Continuously Callable @100

   

3,000

     

3,143

   

Bethlehem Authority Revenue, 5.00%, 11/15/30, Continuously Callable @100

   

3,000

     

3,054

   
Bucks County IDA Revenue
5.00%, 10/1/30, Continuously Callable @103
   

325

     

354

   

5.00%, 10/1/31, Continuously Callable @103

   

450

     

489

   

5.00%, 10/1/37, Continuously Callable @103

   

2,260

     

2,436

   
Butler County Hospital Authority Revenue, 5.00%, 7/1/35, Continuously
Callable @100
   

1,885

     

2,004

   
Chester County IDA Revenue
5.00%, 10/1/34, Continuously Callable @100
   

1,000

     

1,038

   

Series A, 5.13%, 10/15/37, Continuously Callable @100

   

2,750

     

2,878

   
City of Philadelphia Airport Revenue, Series A, 4.00%, 7/1/33, Continuously
Callable @100
   

11,420

     

12,286

   
Commonwealth Financing Authority Revenue
5.00%, 6/1/33, Continuously Callable @100
   

1,250

     

1,397

   

5.00%, 6/1/34, Continuously Callable @100

   

2,000

     

2,230

   

Series A, 5.00%, 6/1/34, Continuously Callable @100

   

5,000

     

5,412

   
Commonwealth of Pennsylvania Certificate of Participation
Series A, 5.00%, 7/1/34, Continuously Callable @100
   

1,350

     

1,524

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

750

     

846

   

Series A, 5.00%, 7/1/37, Continuously Callable @100

   

800

     

900

   

See notes to financial statements.

 


35


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
County of Beaver, GO
4.00%, 4/15/28
 

$

2,195

   

$

2,395

   

4.00%, 4/15/28

   

695

     

765

   

4.00%, 4/15/29, Continuously Callable @100

   

1,900

     

2,071

   

4.00%, 4/15/29, Pre-refunded 4/15/28 @100

   

600

     

663

   

4.00%, 4/15/30, Continuously Callable @100

   

4,490

     

4,877

   

4.00%, 4/15/30, Pre-refunded 4/15/28 @100

   

510

     

564

   
County of Lehigh Revenue
4.00%, 7/1/37, Continuously Callable @100
   

2,000

     

2,155

   

4.00%, 7/1/38, Continuously Callable @100

   

2,000

     

2,134

   

4.00%, 7/1/39, Continuously Callable @100

   

2,000

     

2,126

   
County of Luzerne, GO (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%,
11/15/29, Continuously Callable @100
   

5,000

     

5,469

   
Cumberland County Municipal Authority Revenue
4.00%, 11/1/36, Continuously Callable @100
   

1,250

     

1,336

   

4.00%, 11/1/37, Continuously Callable @100

   

2,130

     

2,267

   
Dauphin County General Authority Revenue
4.00%, 6/1/30, Continuously Callable @100
   

2,000

     

2,112

   

4.00%, 6/1/31, Continuously Callable @100

   

1,000

     

1,054

   
Delaware County Authority Revenue
5.00%, 10/1/30
   

1,200

     

1,351

   

5.00%, 10/1/35, Continuously Callable @100

   

2,220

     

2,526

   

5.00%, 10/1/39, Continuously Callable @100

   

2,250

     

2,538

   
Delaware River Joint Toll Bridge Commission Revenue, 5.00%, 7/1/34,
Continuously Callable @100
   

3,000

     

3,375

   
Delaware River Port Authority Revenue, 5.00%, 1/1/25, Continuously
Callable @100
   

2,720

     

2,781

   
Latrobe IDA Revenue
4.00%, 3/1/40, Continuously Callable @100
   

250

     

252

   

4.00%, 3/1/41, Continuously Callable @100

   

250

     

250

   

4.00%, 3/1/46, Continuously Callable @100

   

750

     

733

   
Montgomery County Higher Education & Health Authority Revenue
5.00%, 9/1/34, Continuously Callable @100
   

1,750

     

1,969

   

5.00%, 9/1/35, Continuously Callable @100

   

1,850

     

2,078

   

4.00%, 9/1/36, Continuously Callable @100

   

1,100

     

1,161

   

4.00%, 9/1/37, Continuously Callable @100

   

1,000

     

1,051

   

5.00%, 9/1/37, Continuously Callable @100

   

1,750

     

1,956

   

4.00%, 9/1/38, Continuously Callable @100

   

900

     

943

   

4.00%, 9/1/39, Continuously Callable @100

   

1,000

     

1,044

   
Montgomery County IDA Revenue
5.00%, 11/15/23, Pre-refunded 5/15/22 @100
   

1,200

     

1,206

   

5.00%, 11/15/24, Pre-refunded 5/15/22 @100

   

2,750

     

2,763

   
Montour School District, GO (INS — Assured Guaranty Municipal Corp.)
Series B, 5.00%, 4/1/33, Continuously Callable @100
   

1,000

     

1,087

   

Series B, 5.00%, 4/1/34, Continuously Callable @100

   

1,500

     

1,630

   

Series B, 5.00%, 4/1/35, Continuously Callable @100

   

1,500

     

1,628

   
Northampton County General Purpose Authority Revenue, 1.20%
(LIBOR01M+104bps), 8/15/48, (Put Date 8/15/24) (a) (b)
   

4,645

     

4,613

   
Northeastern Pennsylvania Hospital & Education Authority Revenue, Series A,
5.00%, 3/1/37, Continuously Callable @100
   

1,525

     

1,608

   

See notes to financial statements.

 


36


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Pennsylvania Economic Development Financing Authority Revenue
4.00%, 7/1/33, Continuously Callable @103
 

$

1,750

   

$

1,863

   

3.00%, 4/1/39, Continuously Callable @100

   

30,000

     

29,175

   

4.00%, 7/1/41, Continuously Callable @103

   

1,050

     

1,103

   
Pennsylvania Higher Educational Facilities Authority Revenue
5.00%, 7/1/32, Pre-refunded 7/1/22 @100
   

1,625

     

1,642

   

Series A, 5.25%, 7/15/25, Continuously Callable @100

   

1,730

     

1,792

   

Series A, 5.25%, 7/15/26, Pre-refunded 7/15/23 @100

   

2,020

     

2,111

   

Series A, 5.25%, 7/15/27, Pre-refunded 7/15/23 @100

   

2,125

     

2,220

   

Series A, 5.25%, 7/15/28, Pre-refunded 7/15/23 @100

   

2,245

     

2,346

   

Series A, 5.00%, 7/15/30, Pre-refunded 7/15/23 @100

   

2,415

     

2,516

   

Series A, 5.25%, 7/15/33, Pre-refunded 7/15/23 @100

   

1,965

     

2,053

   
Pennsylvania Turnpike Commission Revenue
5.00%, 6/1/35, Continuously Callable @100
   

10,655

     

11,525

   

5.00%, 6/1/36, Continuously Callable @100

   

8,255

     

8,915

   

Series A-1, 5.00%, 12/1/32, Continuously Callable @100

   

1,500

     

1,601

   

Series A-1, 5.00%, 12/1/33, Continuously Callable @100

   

4,345

     

4,636

   

Series A-1, 5.00%, 12/1/34, Continuously Callable @100

   

3,000

     

3,249

   

Series A-1, 5.00%, 12/1/35, Continuously Callable @100

   

3,320

     

3,589

   

Series A-1, 5.00%, 12/1/36, Continuously Callable @100

   

3,690

     

3,979

   

Series B, 5.00%, 12/1/32, Continuously Callable @100

   

3,500

     

3,807

   

Series B, 5.00%, 12/1/33, Continuously Callable @100

   

7,145

     

7,755

   

Series B, 4.00%, 6/1/34, Continuously Callable @100

   

20,000

     

20,826

   

Series B, 5.00%, 12/1/34, Continuously Callable @100

   

2,000

     

2,189

   

Series B, 5.00%, 12/1/34, Continuously Callable @100

   

6,250

     

6,768

   

Series B, 5.00%, 12/1/35, Continuously Callable @100

   

5,700

     

6,161

   

Series B, 5.00%, 12/1/35, Continuously Callable @100

   

2,000

     

2,184

   

Series B, 4.00%, 12/1/40, Continuously Callable @100

   

2,000

     

2,143

   

Series B, 4.00%, 12/1/40, Continuously Callable @100

   

1,500

     

1,602

   

Series B, 4.00%, 12/1/41, Continuously Callable @100

   

1,750

     

1,863

   

Series B, 4.00%, 12/1/41, Continuously Callable @100

   

1,500

     

1,601

   

Series B, 4.00%, 12/1/42, Continuously Callable @100

   

1,500

     

1,585

   
Philadelphia IDA Revenue
5.00%, 5/1/35, Continuously Callable @100
   

750

     

850

   

5.00%, 5/1/36, Continuously Callable @100

   

1,500

     

1,697

   

5.00%, 5/1/38, Continuously Callable @100

   

1,000

     

1,129

   

5.00%, 6/15/40, Continuously Callable @100 (c)

   

900

     

951

   
Pittsburgh Water & Sewer Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
Series B, 4.00%, 9/1/34, Continuously Callable @100
   

1,750

     

1,866

   

Series B, 4.00%, 9/1/35, Continuously Callable @100

   

300

     

319

   
Reading School District, GO (INS — Assured Guaranty Municipal Corp.)
5.00%, 3/1/36, Continuously Callable @100
   

2,000

     

2,216

   

5.00%, 3/1/37, Continuously Callable @100

   

1,500

     

1,662

   
School District of Philadelphia, GO
Series A, 5.00%, 9/1/34, Continuously Callable @100
   

1,000

     

1,127

   

Series A, 5.00%, 9/1/35, Continuously Callable @100

   

1,000

     

1,126

   

Series A, 5.00%, 9/1/36, Continuously Callable @100

   

1,000

     

1,125

   

Series A, 5.00%, 9/1/37, Continuously Callable @100

   

1,000

     

1,123

   

See notes to financial statements.

 


37


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series A, 4.00%, 9/1/38, Continuously Callable @100

 

$

1,700

   

$

1,800

   

Series A, 4.00%, 9/1/39, Continuously Callable @100

   

1,600

     

1,689

   

Series F, 5.00%, 9/1/31, Continuously Callable @100

   

9,895

     

10,909

   

Series F, 5.00%, 9/1/32, Continuously Callable @100

   

5,000

     

5,498

   

Series F, 5.00%, 9/1/33, Continuously Callable @100

   

4,000

     

4,386

   

Series F, 5.00%, 9/1/34, Continuously Callable @100

   

5,100

     

5,582

   
School District of the City of Erie, GO (INS — Assured Guaranty Municipal Corp.),
Series A, 4.00%, 4/1/33, Continuously Callable @100
   

1,150

     

1,245

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.)
Series E, 5.00%, 12/1/32, Continuously Callable @100
   

1,000

     

1,130

   

Series E, 5.00%, 12/1/33, Continuously Callable @100

   

1,600

     

1,804

   

Series E, 5.00%, 12/1/35, Continuously Callable @100

   

750

     

844

   
State Public School Building Authority Revenue, 5.00%, 6/1/29, Continuously
Callable @100
   

10,000

     

11,122

   
State Public School Building Authority Revenue (INS — Assured Guaranty
Municipal Corp.)
5.00%, 6/1/31, Continuously Callable @100
   

6,100

     

6,803

   

4.00%, 12/1/31, Continuously Callable @100

   

13,085

     

13,813

   

4.00%, 12/1/31, Pre-refunded 12/1/26 @100

   

2,295

     

2,487

   
The Berks County Municipal Authority Revenue, Series B, 5.00%, 2/1/40,
(Put Date 2/1/30) (a)
   

3,300

     

3,569

   
Westmoreland County IDA Revenue, Series A, 4.00%, 7/1/37, Continuously
Callable @100
   

1,400

     

1,498

   
Wilkes-Barre Finance Authority Revenue, 4.00%, 3/1/42, Continuously
Callable @100
   

2,600

     

2,624

   
     

372,377

   

Puerto Rico (0.1%):

 
Puerto Rico Industrial Tourist Educational Medical & Environmental Control
Facilities Authority Revenue, 5.00%, 4/1/27, Continuously Callable @100
   

2,600

     

2,606

   

Rhode Island (0.3%):

 
Rhode Island Health & Educational Building Corp. Revenue, 6.00%, 9/1/33,
Pre-refunded 9/1/23 @100
   

2,000

     

2,123

   
Rhode Island Turnpike & Bridge Authority Revenue
Series A, 5.00%, 10/1/33, Continuously Callable @100
   

1,350

     

1,479

   

Series A, 5.00%, 10/1/35, Continuously Callable @100

   

4,345

     

4,742

   
Tobacco Settlement Financing Corp. Revenue
Series A, 5.00%, 6/1/28, Continuously Callable @100
   

2,000

     

2,143

   

Series A, 5.00%, 6/1/29, Continuously Callable @100

   

2,000

     

2,143

   

Series A, 5.00%, 6/1/30, Continuously Callable @100

   

2,500

     

2,678

   
     

15,308

   

South Carolina (1.5%):

 
Lexington County Health Services District, Inc. Revenue
4.00%, 11/1/31, Continuously Callable @100
   

1,000

     

1,063

   

4.00%, 11/1/32, Continuously Callable @100

   

1,000

     

1,057

   
Patriots Energy Group Financing Agency Revenue, Series B, 1.01%
(LIBOR01M+86bps), 10/1/48, (Put Date 2/1/24) (a) (b)
   

20,000

     

20,041

   
South Carolina Public Service Authority Revenue
Series A, 5.00%, 12/1/34, Continuously Callable @100
   

9,835

     

10,764

   

See notes to financial statements.

 


38


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 12/1/35, Continuously Callable @100

 

$

7,000

   

$

7,646

   

Series A, 4.00%, 12/1/43, Continuously Callable @100

   

29,265

     

31,190

   
     

71,761

   

Tennessee (0.5%):

 
Greeneville Health & Educational Facilities Board Revenue
5.00%, 7/1/35, Continuously Callable @100
   

2,710

     

3,073

   

5.00%, 7/1/36, Continuously Callable @100

   

3,000

     

3,398

   

5.00%, 7/1/37, Continuously Callable @100

   

3,500

     

3,954

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue, 5.00%, 7/1/35, Continuously Callable @100
   

5,000

     

5,431

   
New Memphis Arena Public Building Authority Revenue
3.26%, 4/1/32, Continuously Callable @98
   

875

     

633

   

3.32%, 4/1/33, Continuously Callable @96

   

875

     

610

   

3.32%, 4/1/34, Continuously Callable @94

   

875

     

589

   

3.42%, 4/1/35, Continuously Callable @92

   

875

     

563

   
Tennessee Energy Acquisition Corp. Revenue, Series A, 5.00%, 5/1/52,
(Put Date 11/1/31), Callable 8/1/31 @100.85 (a)
   

6,500

     

7,454

   
     

25,705

   

Texas (10.5%):

 
Austin Affordable PFC, Inc. Revenue (LIQ — Deutsche Bank A.G.),
Series 2021-XF1102, 0.76%, 7/1/61, Callable 7/1/33 @104 (c) (e)
   

2,000

     

2,000

   
Austin Convention Enterprises, Inc. Revenue, 5.00%, 1/1/34, Continuously
Callable @100
   

1,105

     

1,141

   
Board of Managers Joint Guadalupe County-City of Seguin Hospital Revenue
5.00%, 12/1/25
   

2,740

     

2,931

   

5.00%, 12/1/27, Continuously Callable @100

   

2,990

     

3,180

   

5.00%, 12/1/28, Continuously Callable @100

   

1,640

     

1,740

   

5.00%, 12/1/29, Continuously Callable @100

   

1,600

     

1,695

   

5.00%, 12/1/30, Continuously Callable @100

   

1,700

     

1,797

   

5.25%, 12/1/35, Continuously Callable @100

   

5,150

     

5,452

   
Capital Area Housing Finance Corp. Revenue,
Series 2021-XF1131, 0.76%, 12/1/61, Callable 12/1/38 @100 (c) (e)
   

5,000

     

5,000

   
Central Texas Regional Mobility Authority Revenue
5.00%, 1/1/23
   

500

     

512

   

2.11%, 1/1/24

   

7,000

     

6,747

   

2.55%, 1/1/26

   

2,535

     

2,305

   

5.00%, 1/1/33, Pre-refunded 1/1/23 @100

   

3,500

     

3,591

   

Series A, 5.00%, 1/1/34, Pre-refunded 7/1/25 @100

   

1,250

     

1,365

   

Series A, 5.00%, 1/1/35, Pre-refunded 7/1/25 @100

   

1,100

     

1,201

   
Central Texas Turnpike System Revenue
Series C, 5.00%, 8/15/33, Continuously Callable @100
   

10,000

     

10,560

   

Series C, 5.00%, 8/15/34, Continuously Callable @100

   

8,500

     

8,941

   
City of Arlington Special Tax (INS — Build America Mutual Assurance Co.)
Series C, 5.00%, 2/15/34, Continuously Callable @100
   

1,500

     

1,684

   

Series C, 5.00%, 2/15/35, Continuously Callable @100

   

1,500

     

1,680

   

Series C, 5.00%, 2/15/36, Continuously Callable @100

   

3,100

     

3,470

   

Series C, 5.00%, 2/15/37, Continuously Callable @100

   

3,305

     

3,692

   

Series C, 5.00%, 2/15/38, Continuously Callable @100

   

4,380

     

4,878

   

See notes to financial statements.

 


39


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
City of Corpus Christi Utility System Revenue
4.00%, 7/15/32, Continuously Callable @100
 

$

1,800

   

$

1,908

   

4.00%, 7/15/33, Continuously Callable @100

   

1,100

     

1,163

   

4.00%, 7/15/34, Continuously Callable @100

   

1,050

     

1,108

   

4.00%, 7/15/35, Continuously Callable @100

   

1,000

     

1,052

   
City of Dallas Housing Finance Corp. Revenue (LOC — Deutsche Bank A.G.),
Series 2021-XF1109, 0.76%, 7/1/61, Callable 8/1/33 @103 (c) (e)
   

4,000

     

4,000

   
City of Houston Hotel Occupancy Tax & Special Revenue
5.00%, 9/1/29, Continuously Callable @100
   

2,300

     

2,447

   

5.00%, 9/1/30, Continuously Callable @100

   

1,000

     

1,063

   

5.00%, 9/1/32, Continuously Callable @100

   

5,615

     

5,967

   

5.00%, 9/1/33, Continuously Callable @100

   

5,345

     

5,678

   

5.00%, 9/1/34, Continuously Callable @100

   

2,150

     

2,283

   

5.00%, 9/1/35, Continuously Callable @100

   

1,575

     

1,671

   
City of Laredo Waterworks & Sewer System Revenue
4.00%, 3/1/32, Continuously Callable @100
   

740

     

782

   

4.00%, 3/1/33, Continuously Callable @100

   

1,000

     

1,053

   

4.00%, 3/1/34, Continuously Callable @100

   

1,000

     

1,051

   

4.00%, 3/1/36, Continuously Callable @100

   

1,500

     

1,571

   
City of Lubbock Electric Light & Power System Revenue
4.00%, 4/15/38, Continuously Callable @100
   

2,875

     

3,092

   

4.00%, 4/15/39, Continuously Callable @100

   

2,250

     

2,420

   

4.00%, 4/15/41, Continuously Callable @100

   

3,410

     

3,660

   
Clifton Higher Education Finance Corp. Revenue
Series A, 4.00%, 8/15/38, Continuously Callable @100
   

1,085

     

1,161

   

Series A, 4.00%, 8/15/39, Continuously Callable @100

   

1,130

     

1,208

   

Series A, 4.00%, 8/15/40, Continuously Callable @100

   

1,180

     

1,260

   

Series A, 4.00%, 8/15/41, Continuously Callable @100

   

1,225

     

1,307

   

Series A, 4.00%, 8/15/42, Continuously Callable @100

   

1,275

     

1,358

   
Clifton Higher Education Finance Corp. Revenue (NBGA — Texas Permanent
School Fund)
4.00%, 8/15/33, Continuously Callable @100
   

2,130

     

2,315

   

4.00%, 8/15/34, Continuously Callable @100

   

2,275

     

2,461

   

4.00%, 8/15/35, Continuously Callable @100

   

2,375

     

2,561

   

4.00%, 8/15/36, Continuously Callable @100

   

3,710

     

3,991

   

4.00%, 8/15/37, Continuously Callable @100

   

3,860

     

4,142

   

4.00%, 8/15/38, Continuously Callable @100

   

4,015

     

4,300

   

4.00%, 8/15/39, Continuously Callable @100

   

4,305

     

4,605

   

Series A, 4.00%, 8/15/32, Continuously Callable @100

   

1,300

     

1,379

   
Dallas/Fort Worth International Airport Revenue
Series D, 5.25%, 11/1/28, Continuously Callable @100
   

2,000

     

2,095

   

Series D, 5.25%, 11/1/29, Continuously Callable @100

   

7,500

     

7,852

   
Harris County Cultural Education Facilities Finance Corp. Revenue
5.00%, 12/1/27, Pre-refunded 12/1/22 @100
   

4,710

     

4,825

   

5.00%, 6/1/28, Continuously Callable @100

   

1,400

     

1,429

   

4.00%, 10/1/41, Continuously Callable @100

   

1,300

     

1,398

   

4.00%, 10/1/42, Continuously Callable @100

   

3,000

     

3,218

   
1.08% (MUNIPSA+57bps), 12/1/49, (Put Date 12/4/24) (a) (b)    

3,330

     

3,267

   

See notes to financial statements.

 


40


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Harris County Municipal Utility District No. 165, GO (INS — Build America
Mutual Assurance Co.)
5.00%, 3/1/30, Continuously Callable @100
 

$

750

   

$

804

   

5.00%, 3/1/31, Continuously Callable @100

   

2,030

     

2,176

   

5.00%, 3/1/32, Continuously Callable @100

   

2,500

     

2,678

   
Houston Higher Education Finance Corp. Revenue
Series A, 5.25%, 9/1/31, Pre-refunded 9/1/22 @100
   

3,850

     

3,916

   

Series A, 5.25%, 9/1/32, Pre-refunded 9/1/22 @100

   

4,075

     

4,144

   
Karnes County Hospital District Revenue
5.00%, 2/1/29, Continuously Callable @100
   

4,000

     

4,200

   

5.00%, 2/1/34, Continuously Callable @100

   

4,000

     

4,193

   
Main Street Market Square Redevelopment Authority Tax Allocation (INS — Build
America Mutual Assurance Co.)
5.00%, 9/1/29, Continuously Callable @100
   

1,215

     

1,312

   

5.00%, 9/1/30, Continuously Callable @100

   

1,380

     

1,489

   

5.00%, 9/1/31, Continuously Callable @100

   

2,000

     

2,158

   

5.00%, 9/1/32, Continuously Callable @100

   

1,500

     

1,617

   

5.00%, 9/1/33, Continuously Callable @100

   

2,680

     

2,886

   
Matagorda County Navigation District No. 1 Revenue
2.60%, 11/1/29
   

14,010

     

13,591

   

4.00%, 6/1/30, Continuously Callable @100

   

5,405

     

5,499

   
Mesquite Health Facilities Development Corp. Revenue
2/15/26 (h)
   

3,100

     

2,458

   

2/15/35, Continuously Callable @100 (h)

   

1,075

     

852

   
New Hope Cultural Education Facilities Finance Corp. Revenue
5.00%, 11/1/31, Continuously Callable @102
   

1,000

     

1,066

   

4.00%, 11/1/36, Continuously Callable @102

   

1,475

     

1,505

   

Series A, 2.25%, 7/1/30 (h)

   

7,500

     

6,426

   

Series A, 2.25%, 7/1/35 (h)

   

9,000

     

7,711

   
Newark Higher Education Finance Corp. Revenue
4.00%, 4/1/32, Continuously Callable @100
   

1,635

     

1,731

   

4.00%, 4/1/33, Continuously Callable @100

   

2,000

     

2,110

   

4.00%, 4/1/34, Continuously Callable @100

   

4,470

     

4,707

   

4.00%, 4/1/35, Continuously Callable @100

   

1,650

     

1,735

   

4.00%, 4/1/36, Continuously Callable @100

   

2,150

     

2,259

   
North East Texas Regional Mobility Authority Revenue
5.00%, 1/1/36, Continuously Callable @100
   

7,000

     

7,447

   

Series B, 5.00%, 1/1/36, Continuously Callable @100

   

5,485

     

5,845

   
North Texas Tollway Authority Revenue
Series A, 5.00%, 1/1/32, Continuously Callable @100
   

8,000

     

8,579

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

1,515

     

1,661

   

Series A, 4.00%, 1/1/39, Continuously Callable @100

   

14,620

     

15,473

   

Series B, 5.00%, 1/1/31, Continuously Callable @100

   

1,500

     

1,572

   

Series B, 5.00%, 1/1/34, Continuously Callable @100

   

7,500

     

8,056

   
North Texas Tollway Authority Revenue (INS — Assured Guaranty Corp.),
2.62%, 1/1/29
   

20,000

     

16,774

   
North Texas Tollway Authority Revenue (INS — Assured Guaranty Municipal Corp.)
Series B, 4.00%, 1/1/35, Continuously Callable @100
   

2,000

     

2,108

   

Series B, 4.00%, 1/1/36, Continuously Callable @100

   

1,695

     

1,779

   

See notes to financial statements.

 


41


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Permanent University Fund — University of Texas System Revenue
5.00%, 7/1/32, Continuously Callable @100
 

$

2,230

   

$

2,435

   

5.00%, 7/1/33, Continuously Callable @100

   

3,250

     

3,546

   

5.00%, 7/1/34, Continuously Callable @100

   

2,500

     

2,725

   
Port of Port Arthur Navigation District Revenue
Series A, 0.51%, 4/1/40, Continuously Callable @100 (e)
   

4,500

     

4,500

   

Series B, 0.51%, 4/1/40, Continuously Callable @100 (e)

   

23,970

     

23,970

   

Series C, 0.54%, 4/1/40, Continuously Callable @100 (e)

   

18,210

     

18,210

   
San Antonio Education Facilities Corp. Revenue
4.00%, 4/1/38, Continuously Callable @100
   

850

     

874

   

4.00%, 4/1/39, Continuously Callable @100

   

1,000

     

1,026

   

4.00%, 4/1/40, Continuously Callable @100

   

1,000

     

1,024

   

4.00%, 4/1/41, Continuously Callable @100

   

895

     

914

   
San Antonio Housing Trust Finance Corp. Revenue (NBGA — Federal Home Loan
Mortgage Corp.), 3.50%, 4/1/43, (Put Date 10/1/28), Callable 10/1/24 @100 (a)
   

14,935

     

15,175

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
5.00%, 11/15/30, Continuously Callable @100
   

2,145

     

2,399

   

5.00%, 11/15/31, Continuously Callable @100

   

2,250

     

2,511

   

5.00%, 11/15/32, Continuously Callable @100

   

2,365

     

2,633

   

5.00%, 11/15/37, Continuously Callable @100

   

2,175

     

2,400

   

Series B, 5.00%, 7/1/37, Continuously Callable @100

   

18,225

     

20,840

   

Series B, 5.00%, 7/1/38, Continuously Callable @100

   

19,115

     

21,838

   

Texas Municipal Gas Acquisition & Supply Corp. III Revenue, 5.00%, 12/15/31

   

9,835

     

11,023

   
Texas Private Activity Bond Surface Transportation Corp. Revenue
4.00%, 6/30/38, Continuously Callable @100
   

3,300

     

3,458

   

4.00%, 12/31/38, Continuously Callable @100

   

3,850

     

4,035

   

4.00%, 6/30/39, Continuously Callable @100

   

2,150

     

2,253

   

Texas Transportation Commission State Highway Fund Revenue, 5.00%, 10/1/26

   

7,235

     

8,121

   
Trophy Club Public Improvement District No. 1 Special Assessment (INS — Assured
Guaranty Municipal Corp.), 5.00%, 6/1/33, Continuously Callable @100
   

6,960

     

7,441

   
Waco Educational Finance Corp. Revenue
4.00%, 3/1/39, Continuously Callable @100
   

1,250

     

1,341

   

4.00%, 3/1/40, Continuously Callable @100

   

1,000

     

1,071

   

4.00%, 3/1/41, Continuously Callable @100

   

1,000

     

1,069

   
     

493,012

   

Utah (0.1%):

 
Jordanelle Special Service District Special Assessment
Series A, 12.00%, 8/1/30, Continuously Callable @100 (c)
   

3,047

     

3,056

   

Series B, 12.00%, 8/1/30, Continuously Callable @100 (c)

   

1,668

     

1,673

   
Military Installation Development Authority Revenue
Series A-1, 4.00%, 6/1/36, Continuously Callable @103
   

1,045

     

940

   

Series A-1, 4.00%, 6/1/41, Continuously Callable @103

   

1,000

     

870

   
     

6,539

   

See notes to financial statements.

 


42


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Vermont (0.2%):

 
Vermont Economic Development Authority Revenue
4.00%, 5/1/33, Continuously Callable @103
 

$

3,950

   

$

3,922

   

4.00%, 5/1/37, Continuously Callable @103

   

4,190

     

4,215

   
Vermont Educational & Health Buildings Financing Agency Revenue, Series A,
5.00%, 12/1/36, Continuously Callable @100
   

2,500

     

2,705

   
     

10,842

   

Virgin Islands (0.1%):

 
Virgin Islands Public Finance Authority Revenue, 5.00%, 9/1/30, Continuously
Callable @100 (c)
   

6,500

     

6,822

   

Virginia (0.8%):

 
Chesapeake Hospital Authority Revenue
4.00%, 7/1/36, Continuously Callable @100
   

1,175

     

1,237

   

4.00%, 7/1/37, Continuously Callable @100

   

1,205

     

1,262

   
Fairfax County Economic Development Authority Revenue, Series A, 5.00%,
10/1/36, Continuously Callable @102
   

2,150

     

2,299

   
Stafford County Economic Development Authority Revenue
5.00%, 6/15/33, Continuously Callable @100
   

750

     

820

   

5.00%, 6/15/34, Continuously Callable @100

   

2,620

     

2,856

   

5.00%, 6/15/35, Continuously Callable @100

   

1,930

     

2,098

   
Virginia College Building Authority Revenue
4.00%, 2/1/34, Continuously Callable @100
   

10,000

     

10,686

   

4.00%, 2/1/36, Continuously Callable @100

   

3,000

     

3,187

   
Virginia Small Business Financing Authority Revenue
Series A, 4.00%, 1/1/37, Continuously Callable @103
   

2,750

     

2,865

   

Series A, 4.00%, 1/1/38, Continuously Callable @103

   

3,000

     

3,125

   

Series A, 4.00%, 1/1/39, Continuously Callable @103

   

3,500

     

3,637

   

Series A, 4.00%, 1/1/40, Continuously Callable @103

   

4,000

     

4,155

   
     

38,227

   

Washington (0.4%):

 
Washington Health Care Facilities Authority Revenue
5.00%, 8/15/33, Continuously Callable @100
   

3,090

     

3,395

   

5.00%, 8/15/34, Continuously Callable @100

   

3,470

     

3,803

   

5.00%, 7/1/35, Continuously Callable @100

   

2,355

     

2,665

   

5.00%, 7/1/36, Continuously Callable @100

   

2,250

     

2,536

   

4.00%, 7/1/37, Continuously Callable @100

   

3,125

     

3,290

   
Washington State Housing Finance Commission Revenue, Series A-1, 3.50%,
12/20/35
   

2,668

     

2,626

   
     

18,315

   

West Virginia (0.3%):

 
West Virginia Hospital Finance Authority Revenue
5.00%, 6/1/33, Continuously Callable @100
   

1,850

     

2,064

   

5.00%, 1/1/34, Continuously Callable @100

   

2,360

     

2,658

   

5.00%, 6/1/34, Continuously Callable @100

   

2,970

     

3,303

   

5.00%, 1/1/35, Continuously Callable @100

   

2,920

     

3,284

   

5.00%, 6/1/35, Continuously Callable @100

   

2,405

     

2,665

   

See notes to financial statements.

 


43


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 9/1/38, Continuously Callable @100

 

$

1,000

   

$

1,124

   

5.00%, 9/1/39, Continuously Callable @100

   

1,000

     

1,123

   
     

16,221

   

Wisconsin (1.3%):

 
Public Finance Authority Revenue
3.00%, 4/1/25 (c)
   

330

     

329

   

4.00%, 3/1/29

   

890

     

914

   

4.00%, 6/15/29, Continuously Callable @100 (c)

   

295

     

297

   

4.00%, 9/1/29, Continuously Callable @103 (c)

   

1,250

     

1,267

   

4.00%, 3/1/30

   

950

     

973

   

4.00%, 3/1/34, Continuously Callable @100

   

3,520

     

3,533

   

5.25%, 5/15/37, Continuously Callable @102 (c)

   

1,000

     

1,073

   

5.00%, 6/15/39, Continuously Callable @100 (c)

   

410

     

424

   

5.00%, 9/1/39, Continuously Callable @103 (c)

   

2,230

     

2,337

   

5.00%, 1/1/40, Continuously Callable @100

   

3,500

     

3,942

   

5.00%, 4/1/40, Continuously Callable @100 (c)

   

1,175

     

1,241

   

4.00%, 7/1/41, Continuously Callable @100 (c)

   

675

     

690

   

4.00%, 1/1/42, Continuously Callable @103

   

1,150

     

1,199

   

4.00%, 4/1/42, Continuously Callable @100 (c)

   

900

     

867

   

5.00%, 1/1/45, Continuously Callable @100

   

3,275

     

3,665

   

Series A, 5.25%, 10/1/38, Continuously Callable @100

   

3,250

     

3,565

   

Series A, 4.00%, 7/1/41, Continuously Callable @100

   

770

     

749

   

Series A, 5.00%, 11/15/41, Continuously Callable @103

   

4,480

     

5,041

   

Series D, 4.05%, 11/1/30, Continuously Callable @100

   

1,500

     

1,564

   
Wisconsin Health & Educational Facilities Authority Revenue
4.00%, 1/1/27
   

360

     

371

   

4.00%, 1/1/28, Continuously Callable @103

   

370

     

379

   

4.00%, 1/1/29, Continuously Callable @103

   

390

     

397

   

4.00%, 1/1/30, Continuously Callable @103

   

405

     

410

   

5.00%, 8/15/34, Continuously Callable @100

   

1,000

     

1,049

   

4.00%, 2/15/35, Continuously Callable @100

   

500

     

530

   

4.00%, 9/15/36, Continuously Callable @103

   

530

     

536

   

4.00%, 11/15/36, Continuously Callable @100

   

9,830

     

10,259

   

4.00%, 1/1/37, Continuously Callable @103

   

1,460

     

1,439

   

4.00%, 2/15/37, Continuously Callable @100

   

1,000

     

1,046

   

4.00%, 3/15/40, Continuously Callable @100

   

750

     

772

   

4.00%, 9/15/41, Continuously Callable @103

   

510

     

511

   

4.00%, 12/1/41, Continuously Callable @100

   

850

     

826

   

Series A, 5.13%, 4/15/31, Pre-refunded 4/15/23 @100

   

5,000

     

5,173

   

Series C, 5.00%, 8/15/26, Pre-refunded 8/15/22 @100

   

1,500

     

1,522

   

Series C, 5.00%, 8/15/29, Pre-refunded 8/15/22 @100

   

1,935

     

1,963

   
     

60,853

   

Total Municipal Bonds (Cost $4,633,429)

   

4,680,776

   

Total Investments (Cost $4,633,429) — 99.2%

   

4,680,776

   

Other assets in excess of liabilities — 0.8%

   

38,857

   

NET ASSETS — 100.00%

 

$

4,719,633

   

See notes to financial statements.

 


44


 
USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(a)  Put Bond.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2022.

(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 March 31, 2022, the fair value of these securities was $123,435 thousands and amounted to 2.6% of net assets.

(d)  Zero-coupon bond.

(e)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(f)  Stepped-coupon security converts to coupon form on 11/1/25 with a rate of 4.00%.

(g)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At March 31, 2022, illiquid securities were 0.2% of the Fund's net assets.

(h)  Currently the issuer is in default with respect to interest and/or principal payments.

(i)  Stepped-coupon security converts to coupon form on 11/1/25 with a rate of 4.35%.

AMBAC — American Municipal Bond Assurance Corporation

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of March 31, 2022, based on the last reset date of the security

LOC — Letter of Credit

MUNIPSA — Municipal Swap Index

SOFR — Secured Overnight Financing Rate

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.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.

 


45


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)  

    USAA Tax Exempt
Intermediate-Term Fund
 

Assets:

 

Investments, at value (Cost $4,633,429)

 

$

4,680,776

   

Receivables:

 

Interest

   

49,156

   

Capital shares issued

   

3,554

   

Investments sold

   

6,542

   

From Adviser

   

198

   

Prepaid expenses

   

60

   

Total Assets

   

4,740,286

   

Liabilities:

 

Payables:

 

Distributions

   

1,071

   

To custodian

   

597

   

Investments purchased

   

5,000

   

Capital shares redeemed

   

11,648

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,312

   

Administration fees

   

572

   

Custodian fees

   

52

   

Transfer agent fees

   

198

   

Compliance fees

   

3

   

Trustees' fees

   

1

   
12b-1 fees    

3

   

Other accrued expenses

   

196

   

Total Liabilities

   

20,653

   

Net Assets:

 

Capital

   

4,781,998

   

Total accumulated earnings/(loss)

   

(62,365

)

 

Net Assets

 

$

4,719,633

   

Net Assets

 

Fund Shares

 

$

3,670,223

   

Institutional Shares

   

1,020,822

   

Class A

   

28,588

   

Total

 

$

4,719,633

   

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

 

Fund Shares

   

282,235

   

Institutional Shares

   

78,522

   

Class A

   

2,198

   

Total

   

362,955

   

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

 

Fund Shares

 

$

13.00

   

Institutional Shares

 

$

13.00

   

Class A

 

$

13.00

   

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
 

$

13.30

   

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

See notes to financial statements.

 


46


 

USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2022
 

(Amounts in Thousands)  

    USAA Tax Exempt
Intermediate-Term Fund
 

Investment Income:

 

Interest

 

$

149,942

   

Total Income

   

149,942

   

Expenses:

 

Investment advisory fees

   

16,596

   

Administration fees — Fund Shares

   

6,040

   

Administration fees — Institutional Shares

   

1,089

   

Administration fees — Class A

   

43

   

Sub-Administration fees

   

28

   
12b-1 fees — Class A    

72

   

Custodian fees

   

210

   

Transfer agent fees — Fund Shares

   

1,072

   

Transfer agent fees — Institutional Shares

   

1,089

   

Transfer agent fees — Class A

   

29

   

Trustees' fees

   

51

   

Compliance fees

   

35

   

Legal and audit fees

   

59

   

State registration and filing fees

   

445

   

Interfund lending fees

   

(a)

 

Other expenses

   

500

   

Total Expenses

   

27,358

   

Expenses waived/reimbursed by Adviser

   

(1,053

)

 

Net Expenses

   

26,305

   

Net Investment Income (Loss)

   

123,637

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(15,775

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(298,709

)

 

Net realized/unrealized gains (losses) on investments

   

(314,484

)

 

Change in net assets resulting from operations

 

$

(190,847

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


47


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Tax Exempt
Intermediate-Term Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

123,637

   

$

132,115

   

Net realized gains (losses)

   

(15,775

)

   

(6,469

)

 

Net change in unrealized appreciation/depreciation

   

(298,709

)

   

191,773

   

Change in net assets resulting from operations

   

(190,847

)

   

317,419

   

Distributions to Shareholders:

 

Fund Shares

   

(96,083

)

   

(125,814

)

 

Institutional Shares

   

(26,918

)

   

(5,737

)(a)

 

Class A

   

(612

)

   

(567

)

 

Class Z

   

(1

)(b)

   

(c)(d)

 

Change in net assets resulting from distributions to shareholders

   

(123,614

)

   

(132,118

)

 

Change in net assets resulting from capital transactions

   

(46,240

)

   

81,708

   

Change in net assets

   

(360,701

)

   

267,009

   

Net Assets:

 

Beginning of period

   

5,080,334

     

4,813,325

   

End of period

 

$

4,719,633

   

$

5,080,334

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(b)  Class Z activity is for the period April 1, 2021 to March 18, 2022 (date of termination).

(c)  Class Z activity is for the period March 4, 2021 (commencement of operations) to March 31, 2021.

(d)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

 


48


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA Tax Exempt
Intermediate-Term Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

446,931

   

$

696,196

   

Distributions reinvested

   

84,850

     

111,273

   

Cost of shares redeemed

   

(677,978

)

   

(1,722,488

)

 

Total Fund Shares

 

$

(146,197

)

 

$

(915,019

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

329,541

   

$

1,027,555

(a)

 

Distributions reinvested

   

25,822

     

5,305

(a)

 

Cost of shares redeemed

   

(262,003

)

   

(33,953

)(a)

 

Total Institutional Shares

 

$

93,360

   

$

998,907

   

Class A

 

Proceeds from shares issued

 

$

11,889

   

$

26,772

   

Distributions reinvested

   

547

     

498

   

Cost of shares redeemed

   

(5,821

)

   

(29,469

)

 

Total Class A

 

$

6,615

   

$

(2,199

)

 

Class Z

 

Proceeds from shares issued

 

$

(b)

 

$

19

(c)

 

Distributions reinvested

   

1

(b)

   

(c)(d)

 

Cost of shares redeemed

   

(19

)(b)

   

(c)

 

Total Class Z

 

$

(18

)

 

$

19

   

Change in net assets resulting from capital transactions

 

$

(46,240

)

 

$

81,708

   

Share Transactions:

 

Fund Shares

 

Issued

   

32,329

     

50,950

   

Reinvested

   

6,168

     

8,143

   

Redeemed

   

(49,376

)

   

(125,198

)

 

Total Fund Shares

   

(10,879

)

   

(66,105

)

 

Institutional Shares

 

Issued

   

23,925

     

74,035

(a)

 

Reinvested

   

1,878

     

383

(a)

 

Redeemed

   

(19,254

)

   

(2,445

)(a)

 

Total Institutional Shares

   

6,549

     

71,973

   

Class A

 

Issued

   

857

     

1,969

   

Reinvested

   

40

     

36

   

Redeemed

   

(427

)

   

(2,173

)

 

Total Class A

   

470

     

(168

)

 

Class Z

 

Issued

   

(b)

   

1

(c)

 

Reinvested

   

(b)(e)

   

(c)(e)

 

Redeemed

   

(1

)(b)

   

(c)

 

Total Class Z

   

(1

)

   

1

   

Change in Shares

   

(3,861

)

   

5,701

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(b)  Class Z activity is for the period April 1, 2021 to March 18, 2022 (date of termination).

(c)  Class Z activity is for the period March 4, 2021 (commencement of operations) to March 31, 2021.

(d)  Rounds to less than $1 thousand.

(e)  Rounds to less than 1 thousand shares.

See notes to financial statements.

 


49


 

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)
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Tax Exempt Intermediate-Term Fund

     

Fund Shares

     

Year Ended March 31:

 

2022

 

$

13.85

     

0.33

(d)

   

(0.85

)

   

(0.52

)

   

(0.33

)

   

(0.33

)

 

2021

 

$

13.33

     

0.37

(d)

   

0.52

     

0.89

     

(0.37

)

   

(0.37

)

 

2020

 

$

13.37

     

0.38

(d)

   

(0.03

)

   

0.35

     

(0.39

)

   

(0.39

)

 

2019

 

$

13.12

     

0.41

     

0.24

     

0.65

     

(0.40

)

   

(0.40

)

 

2018

 

$

13.08

     

0.41

     

0.04

     

0.45

     

(0.41

)

   

(0.41

)

 

Institutional Shares

     

Year Ended March 31,

 

2022

 

$

13.85

     

0.34

(d)

   

(0.85

)

   

(0.51

)

   

(0.34

)

   

(0.34

)

 
June 29, 2020 (e)
through
March 31, 2021
 

$

13.57

     

0.27

(d)

   

0.29

     

0.56

     

(0.28

)

   

(0.28

)

 

Class A

     

Year Ended March 31:

 

2022

 

$

13.85

     

0.30

(d)

   

(0.86

)

   

(0.56

)

   

(0.29

)

   

(0.29

)

 

2021

 

$

13.33

     

0.33

(d)

   

0.52

     

0.85

     

(0.33

)

   

(0.33

)

 

2020

 

$

13.36

     

0.35

(d)

   

(0.03

)

   

0.32

     

(0.35

)

   

(0.35

)

 

2019

 

$

13.12

     

0.38

     

0.23

     

0.61

     

(0.37

)

   

(0.37

)

 

2018

 

$

13.07

     

0.38

     

0.05

     

0.43

     

(0.38

)

   

(0.38

)

 

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

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, for Fund Shares and Class A, and June 29, 2020, for Institutional Shares, 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.

†  Does not include acquired fund fees and expenses, if any.

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

(b)  Annualized for periods less than one year.

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

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

(e)  Commencement of operations.

(f)  Effective August 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 0.75% of the Class A

See notes to financial statements.

 


50


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

 

     

Ratios to Average Net Assets

 

Supplemental Data

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

USAA Tax Exempt Intermediate-Term Fund

 

Fund Shares

 

Year Ended March 31:

 

2022

 

$

13.00

     

(3.86

)%

   

0.53

%

   

2.39

%

   

0.53

%

 

$

3,670,223

     

13

%

 

2021

 

$

13.85

     

6.72

%

   

0.50

%

   

2.69

%

   

0.50

%

 

$

4,059,780

     

23

%

 

2020

 

$

13.33

     

2.56

%

   

0.49

%

   

2.82

%

   

0.49

%

 

$

4,788,060

     

26

%

 

2019

 

$

13.37

     

5.06

%

   

0.52

%

   

3.07

%

   

0.52

%

 

$

4,754,320

     

8

%

 

2018

 

$

13.12

     

3.47

%

   

0.51

%

   

3.09

%

   

0.51

%

 

$

4,605,543

     

11

%

 

Institutional Shares

 

Year Ended March 31,

 

2022

 

$

13.00

     

(3.78

)%

   

0.44

%

   

2.47

%

   

0.54

%

 

$

1,020,822

     

13

%

 
June 29, 2020 (e)
through
March 31, 2021
 

$

13.85

     

4.15

%

   

0.44

%

   

2.61

%

   

0.51

%

 

$

996,601

     

23

%

 

Class A

 

Year Ended March 31:

 

2022

 

$

13.00

     

(4.10

)%

   

0.78

%

   

2.14

%

   

0.87

%

 

$

28,588

     

13

%

 

2021

 

$

13.85

     

6.46

%

   

0.75

%

   

2.43

%

   

0.86

%

 

$

23,934

     

23

%

 

2020

 

$

13.33

     

2.37

%

   

0.75

%

   

2.57

%

   

0.87

%

 

$

25,265

     

26

%

 

2019

 

$

13.36

     

4.75

%

   

0.75

%

   

2.85

%

   

0.84

%

 

$

22,888

     

8

%

 

2018

 

$

13.12

     

3.28

%

   

0.77

%(f)

   

2.83

%

   

0.85

%

 

$

26,397

     

11

%

 

average daily net assets. Prior to this date, the voluntary expense limit was 0.80%.

See notes to financial statements.

 


51


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Tax Exempt Intermediate-Term Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. Effective March 18, 2022, the Class Z was liquidated. 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 U.S. Generally Accepted Accounting Principles ("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.

 


52


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

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

A summary of the valuations as of March 31, 2022, 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

 

Municipal Bonds

 

$

   

$

4,680,776

   

$

   

$

4,680,776

   

Total

 

$

   

$

4,680,776

   

$

   

$

4,680,776

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

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.

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

 


53


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.

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.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2022, 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)
 
$

148,985

   

$

116,055

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

695,117

   

$

644,561

   
 


54


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 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.

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 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2022, 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 Municipal Debt Funds Index. The Lipper Intermediate Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper Intermediate Municipal Debt Funds category.

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

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)
 
  +/- 20 to 50      

+/- 4

   
  +/- 51 to 100      

+/- 5

   
  +/- 101 and greater      

+/- 6

   

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

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

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

For the period April 1, 2021, to March 31, 2022, performance adjustments were $2,134, $53, and $8 for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.05%, less than 0.01%, and 0.03% for Fund Shares, Institutional Shares, and Class A, respectively. For the period April 1, 2021 to March 18, 2022, performance fees were less than $1 thousand for Class Z. Performance adjustments were less than 0.01% for Class Z.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.

 


55


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also 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. VCM does not receive any fees from Class Z for these services. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 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. VCTA does not receive any fees from Class Z for these services. Amounts incurred and paid to VCTA for the year ended March 31, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

 


56


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended March 31, 2022, the Distributor received $3 thousand from commissions earned in connection with sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 0.48%, 0.44%, and 0.75% 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

16

   

$

172

   

$

1,053

   

$

1,241

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

 


57


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Fund's assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Fund and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Fund and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

 


58


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. 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 year ended March 31, 2022, 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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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 reflected on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2022, were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
March 31, 2022
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
  Borrower    

$

   

$

4,281

     

2

     

0.72

%

 

$

5,799

   

*  For the year ended March 31, 2022, based on the number of days borrowings were outstanding.

 


59


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 
Distributions
Paid From
      Distributions
Paid From
     
Tax-Exempt
Income
  Total
Distributions
Paid
  Tax-Exempt
Income
  Total
Distributions
Paid
 

$

123,614

   

$

123,614

   

$

132,118

   

$

132,118

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital
and Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

12,817

   

$

(10,727

)

 

$

2,090

   

$

(110,412

)

 

$

45,957

   

$

(62,365

)

 

*  The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and defaulted bond adjustments.

As of March 31, 2022, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term
Amount
  Long-Term
Amount
 

Total

 
$

45,360

   

$

65,052

   

$

110,412

   

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

4,634,819

   

$

111,192

   

$

(65,235

)

 

$

45,957

   
 


60


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Intermediate-Term Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Intermediate-Term Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


61


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


62


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


63


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Richard Y. Newton, III
(January 1956)
 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


64


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.

 


65


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
  Principal Occupation(s) Held
During the Past Five Years
 

Officers of the Trust

             
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries,
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner,
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer,
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino,
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth,
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney,
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox,
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


66


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses Paid
During Period
10/1/21-
3/31/22*
  Hypothetical
Expenses Paid
During Period
10/1/21-
3/31/22*
  Annualized
Expense Ratio
During Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

948.80

   

$

1,022.34

   

$

2.53

   

$

2.62

     

0.52

%

 

Institutional Shares

   

1,000.00

     

949.10

     

1,022.69

     

2.19

     

2.27

     

0.45

%

 

Class A

   

1,000.00

     

947.60

     

1,021.09

     

3.74

     

3.88

     

0.77

%

 

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

 


67


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):

  Tax
Exempt
Distributions
 
   

$

123,614

   
 


68


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Intermediate-Term Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


69


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2021.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees

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

 


70


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


71


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


72


 

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

 

www.vcm.com

  (800) 235-8396  

40857-0522


 

March 31, 2022

Annual Report

USAA Tax Exempt Short-Term 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

Shareholder Letter (Unaudited)

   

2

   

Manager's Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    24    

Statement of Operations

    25    

Statements of Changes in Net Assets

    26    

Financial Highlights

   

28

   

Notes to Financial Statements

   

30

   
Report of Independent
Registered Public Accounting Firm
   

40

   

Supplemental Information (Unaudited)

   

41

   

Trustee and Officer Information

    41    

Proxy Voting and Portfolio Holdings Information

    46    

Expense Examples

    46    

Additional Federal Income Tax Information

    47    

Advisory Contract Renewal

    48    

Liquidity Risk Management Program

   

51

 

 

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 

(Unaudited)

Dear Shareholder,

Just as the calendar year ended, investors were quickly reminded that financial markets go up and down. A host of worries have recently conspired to disturb the markets. Inflation data has been running hotter than expected; the U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle. And, of course, we're all watching a terrible war unfold in Eastern Europe. All these issues have ratcheted up uncertainties and market volatility in both stock and bond markets.

Given these concerns, it's no surprise that sentiment has turned negative and investors have become more focused on risk management and downside protection. We believe it's important to look back at financial markets through a wider lens. Despite the recent turmoil and the headwinds of the past year — including new COVID-19 variants, disruptions among global supply chains, and rising interest rates — the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again delivered positive annual total returns during the annual reporting period.

Still, underlying this positive performance were interesting differences among investment styles and market capitalizations. In general, large-cap stocks outperformed smaller capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the first half of our annual reporting period, while the reverse was true during the back half of the year (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for future higher interest rates and corresponding higher borrowing costs?

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them cycle up and down several times as we all sought to grasp the potential of their emerging blockchain technologies. Also intriguing was how the biotech sector struggled mightily for much of the past year despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, and other commodities (including gold) helped fuel returns in some investors' diversified portfolios. These were just a few of the themes of the past year.

Despite the recent pullback, the S&P 500 Index still registered an impressive annual total return of nearly 16% for the 12-month period ended March 31, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 58 basis points (a basis point is 1/100th of a percentage point), thanks to the Fed's stated intentions to shift to a less accommodative monetary policy. This was evidenced in March 2022 when the Fed raised the target federal funds rate by 25 basis points, the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 2.32%.

Although we were encouraged by another resilient year for financial markets, we fully acknowledge that unusual events of recent times — as well as the heightened volatility of early 2022 — may make investors uneasy. However, our experience managing portfolios through various economic cycles (including more than one unusual market crisis) has taught us to remain calm in the face of market turmoil. It is our view that, a long-term perspective, a well-diversified portfolio across asset

 


2


 

classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Of course, no one knows for certain what the future will bring. We are already facing a new and less accommodative Fed, which has unequivocally stated its intent to harness the recent elevated inflation readings. As a result, we believe interest rates appear ready to increase further. Labor shortages, continuing supply chain issues, elevated commodity prices, and the Russia-Ukraine war are among the headwinds investors are now navigating. There will be other challenges ahead, with some yet to be identified.

Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at all our independent franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.

On the following pages, you will find information relating to your USAA® Mutual Funds, brought to you by Victory Capital. If you have any questions, we encourage you to contact our Representatives. Call (800) 235-8396 or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in us, and we look forward to helping you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

 


3


 

USAA Mutual Funds Trust

USAA Tax Exempt Short-Term Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions during the reporting period?

Tax-exempt bonds, as measured by the Bloomberg Municipal Bond Index, generated negative returns during the 12-month reporting period ended March 31, 2022, due largely to rising municipal bond yields in the last quarter of the fiscal year. (Bond prices and yields move in opposite directions.)

The reporting period began with the municipal market fighting the headwinds of potentially higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers. During the first three quarters of the fiscal year, the Bloomberg Municipal Bond Index returned 1.87%.

The municipal market turned meaningfully negative in the first quarter of 2022. The Bloomberg Municipal Bond Index returned -6.23% for the quarter. The negative returns were driven by a material increase in Treasury and AAA Municipal Bond yields. These rates rose significantly in response to the U.S. Federal Reserve's initiation of monetary tightening. Negative returns were also driven by significant outflows of assets from municipal bond mutual funds.

At the end of the reporting period, the yield on the Bloomberg Municipal Bond Index was 2.60%, which was notably higher than at the start of the fiscal year (1.18% on March 31, 2021). While the increase in rates detracted from performance during this fiscal year, we believe the higher rates should drive higher returns over the long-term.

•  How did the USAA Tax Exempt Short-Term Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A. For the reporting period ended March 31, 2022, the Fund Shares, Institutional Shares, and Class A had a total return (at net asset value) of -2.52%, -2.43%, and -2.64%, respectively, versus an average return of -2.04% amongst the funds in the Lipper Short Municipal Debt Funds category. This compares to returns of -1.84% for the Lipper Short Municipal Debt Funds Index and -3.06% for the Bloomberg Municipal Bond Short (1-5 Years) Index.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return.

 


4


 

USAA Mutual Funds Trust

USAA Tax Exempt Short-Term Fund (continued)

Manager's Commentary (continued)

During the reporting period, we continued to invest a portion of the portfolio in variable rate demand notes ("VRDNs"). The VRDNs owned by the Fund have interest rates that adjust daily/weekly to the market. VRDNs also possess a "demand" feature that allows us to sell the bond at par value with notice of seven days or less, which helps us reduce share price volatility and gives us the flexibility to act when attractive opportunities arise.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of shorter-term, primarily investment-grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

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

 


5


 

USAA Mutual Funds Trust

USAA Tax Exempt Short-Term Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended March 31, 2022

   

Fund Shares

 

Institutional Shares

 

Class A

         

INCEPTION DATE

 

3/19/82

 

6/29/20

 

 8/1/10 

         
   

Net Asset
Value

 

Net Asset
Value

 

Net Asset
Value

 

Maximum
Offering
Price

 

Bloomberg
Municipal
Short
(1-5 Years)
Index1

 

Lipper
Short
Municipal
Debt
Funds
Index2

 

One Year

   

–2.52

%

   

–2.43

%

   

–2.64

%

   

–4.78

%

   

–3.06

%

   

–1.84

%

 

Five Year

   

1.14

%

   

NA

     

0.92

%

   

0.46

%

   

1.11

%

   

0.89

%

 

Ten Year

   

1.07

%

   

NA

     

0.84

%

   

0.61

%

   

1.16

%

   

0.81

%

 

Since Inception

   

NA

     

–0.06

%

   

NA

     

NA

     

NA

     

NA

   

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

The maximum offering price figures reflect a maximum sales charge of 2.25% for Class A. Net Asset Value does not reflect sales charges.

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

USAA Tax Exempt Short-Term Fund — Growth of $10,000

1The Bloomberg Municipal Bond Short (1-5 Years) Index is a market value-weighted index which covers the short components of the Bloomberg Barclays Municipal Bond Index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

2The unmanaged Lipper Short Municipal Debt Funds Index measures the Fund's performance to that of the Lipper Short Municipal Debt Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

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

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

Past performance is not indicative of future results.

 


6


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
 

March 31, 2022

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide interest income that is exempt from federal income tax.

Top 10 Industries:

March 31, 2022

(% of Net Assets)

Medical

   

21.4

%

 

General Obligation

   

15.1

%

 

General

   

14.4

%

 

Development

   

7.8

%

 

Education

   

5.9

%

 

Transportation

   

5.1

%

 

Nursing Homes

   

4.3

%

 

Multifamily Housing

   

3.5

%

 

Power

   

3.4

%

 

Higher Education

   

3.3

%

 

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

 


7


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (95.4%)

 

Alabama (2.5%):

 

Birmingham Airport Authority Revenue, 5.00%, 7/1/30

 

$

1,200

   

$

1,437

   
Black Belt Energy Gas District Revenue, Series B-1, 1.05%
(LIBOR01M+90bps), 12/1/48, (Put Date 12/1/23) (a) (b)
   

10,000

     

9,971

   

Chatom Industrial Development Board Revenue, 5.00%, 8/1/30

   

1,275

     

1,496

   
Prattville Industrial Development Board Revenue
2.00%, 11/1/33, (Put date 10/1/24) (b)
   

450

     

442

   

2.00%, 11/1/33, (Put date 10/1/24) (b)

   

425

     

418

   
Selma Industrial Development Board Revenue
2.00%, 11/1/33, (Put date 10/1/24) (b)
   

3,650

     

3,587

   

1.37%, 5/1/34, (Put date 6/16/25) (b)

   

5,875

     

5,614

   
The Lower Alabama Gas District Revenue (LOC — Goldman Sachs Bank USA),
4.00%, 12/1/50, (Put Date 12/1/25) (b)
   

3,000

     

3,109

   
     

26,074

   

Arizona (4.6%):

 
Arizona Health Facilities Authority Revenue, 2.36% (MUNIPSA+185bps),
2/1/48, (Put Date 2/1/23) (a) (b)
   

25,000

     

25,297

   
Arizona IDA Revenue
3.00%, 12/15/31, Continuously Callable @100 (c)
   

525

     

496

   

Series B, 4.00%, 7/1/31

   

315

     

326

   
Maricopa County IDA Revenue
4.00%, 7/1/29 (c)
   

750

     

763

   

3.00%, 7/1/31 (c)

   

500

     

476

   
1.08% (MUNIPSA+57bps), 1/1/35, (Put Date 10/18/24) (a) (b)    

2,290

     

2,295

   

Series C, 1.31% (MUNIPSA+80bps), 9/1/48, (Put Date 9/1/24) (a) (b)

   

7,735

     

7,650

   

Pinal County IDA Revenue, 4.00%, 10/1/22

   

3,600

     

3,646

   
Tempe IDA Revenue
Series A, 4.00%, 12/1/26
   

240

     

248

   

Series A, 4.00%, 12/1/27

   

355

     

368

   

Series A, 4.00%, 12/1/28

   

365

     

378

   

Series A, 4.00%, 12/1/29

   

380

     

395

   

Series A, 4.00%, 12/1/30, Continuously Callable @102

   

495

     

506

   

Series A, 4.00%, 12/1/31, Continuously Callable @102

   

465

     

484

   

Series C-1, 1.50%, 12/1/27, Continuously Callable @100

   

1,965

     

1,784

   

The Yavapai County IDA Revenue, 0.95%, 4/1/29, (Put date 6/1/22) (b)

   

3,000

     

3,000

   
     

48,112

   

Arkansas (0.7%):

 
Arkansas Development Finance Authority Revenue
5.00%, 9/1/30
   

1,180

     

1,374

   

5.00%, 9/1/31, Continuously Callable @100

   

1,200

     

1,397

   

5.00%, 9/1/44, (Put Date 9/1/27) (b)

   

4,000

     

4,465

   
     

7,236

   

California (3.4%):

 
Anaheim Public Financing Authority Revenue
Series A, 5.00%, 5/1/22
   

500

     

501

   

Series A, 5.00%, 5/1/24

   

250

     

267

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
California County Tobacco Securitization Agency Revenue
Series A, 5.00%, 6/1/30
 

$

200

   

$

228

   

Series B-1, 1.75%, 6/1/30

   

40

     

40

   
California Infrastructure & Economic Development Bank Revenue
0.86% (MUNIPSA+35bps), 8/1/47, (Put Date 8/1/24) (a) (b)
   

2,000

     

1,980

   

Series B, 1.71% (MUNIPSA+120bps), 8/1/37, (Put Date 6/1/22) (a) (b)

   

8,000

     

7,995

   
California Municipal Finance Authority Revenue
2.75%, 11/15/27, Continuously Callable @100
   

785

     

755

   

Series B-2, 2.13%, 11/15/26, Continuously Callable @100

   

820

     

770

   

California Public Finance Authority Revenue, Series A, 4.00%, 10/15/22

   

245

     

249

   
California Statewide Communities Development Authority Revenue
(LIQ — Deutsche Bank A.G.), Series DBE-8066, 0.91%, 4/1/60,
Callable 10/1/32 @ 100 (c) (d)
   

5,000

     

5,000

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.91%, 12/1/52, Callable 5/13/22 @ 100 (c) (d)
   

10,000

     

10,000

   

Newman Crows Landing Unified School District, GO, 2.54%, 8/1/25

   

1,000

     

919

   
Sierra View Local Health Care District Revenue
5.00%, 7/1/27
   

315

     

357

   

5.00%, 7/1/28

   

330

     

380

   

5.00%, 7/1/29

   

315

     

368

   

5.00%, 7/1/30

   

310

     

368

   
Western Placer Unified School District Special Tax, 2.00%, 6/1/25, Continuously
Callable @100
   

4,750

     

4,697

   
     

34,874

   

Colorado (1.2%):

 
Colorado Health Facilities Authority Revenue
Series A, 5.00%, 8/1/29
   

500

     

585

   

Series A, 5.00%, 11/1/29

   

3,225

     

3,809

   

Series A, 5.00%, 11/1/30, Continuously Callable @100

   

2,215

     

2,613

   

Series B-2, 5.00%, 8/1/49, (Put Date 8/1/26) (b)

   

1,000

     

1,098

   
E-470 Public Highway Authority Revenue, Series B, 0.45% (SOFR+35bps), 9/1/39,
(Put Date 9/1/24) (a) (b)
   

4,000

     

3,837

   
Southlands Metropolitan District No. 1, GO
Series A-1, 3.00%, 12/1/22
   

100

     

100

   

Series A-1, 3.50%, 12/1/27

   

1,000

     

986

   
     

13,028

   

Connecticut (2.6%):

 

City of Bridgeport, GO, Series B, 5.00%, 8/15/26

   

3,450

     

3,845

   
City of New Haven, GO
Series A, 5.00%, 8/1/22
   

1,190

     

1,205

   

Series A, 5.00%, 8/1/24

   

1,000

     

1,063

   

Series A, 5.00%, 8/1/25

   

580

     

630

   

Series A, 5.00%, 8/1/26

   

580

     

641

   

Series A, 5.00%, 8/1/27

   

1,000

     

1,125

   
City of New Haven, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 8/1/27
   

2,500

     

2,814

   

Series A, 5.00%, 8/1/28

   

1,000

     

1,146

   

Series B, 5.00%, 2/1/27

   

600

     

669

   

Series B, 5.00%, 2/1/28

   

525

     

596

   

Series B, 5.00%, 2/1/29

   

550

     

635

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
City of West Haven, GO
Series A, 5.00%, 11/1/23
 

$

800

   

$

836

   

Series A, 5.00%, 11/1/24

   

815

     

871

   

Series A, 5.00%, 11/1/27

   

650

     

735

   
Connecticut State Health & Educational Facilities Authority Revenue
Series A, 5.00%, 7/1/30, Continuously Callable @100
   

2,000

     

2,354

   

Series B-2, 5.00%, 7/1/53, (Put Date 1/1/27) (b)

   

3,000

     

3,362

   
Harbor Point Infrastructure Improvement District Tax Allocation,
5.00%, 4/1/22 (c)
   

1,920

     

1,920

   
State of Connecticut Special Tax Revenue, Series A, 5.00%, 5/1/31, Continuously
Callable @100
   

2,500

     

2,970

   
     

27,417

   

Florida (1.5%):

 
Alachua County Health Facilities Authority Revenue
4.00%, 12/1/23
   

1,100

     

1,133

   

5.00%, 12/1/37, (Put Date 12/1/26) (b)

   

3,000

     

3,298

   

Capital Trust Agency, Inc. Revenue, 4.00%, 8/1/30

   

200

     

203

   
City of Pompano Beach Revenue
3.50%, 9/1/30, Continuously Callable @103
   

3,590

     

3,578

   

Series B-1, 2.00%, 1/1/29

   

1,000

     

925

   

County of Escambia Revenue, 2.00%, 11/1/33, (Put date 10/1/24) (b)

   

775

     

769

   
Florida Development Finance Corp. Revenue
Series A, 5.00%, 6/15/26
   

370

     

403

   

Series A, 5.00%, 6/15/27

   

390

     

431

   

Series A, 5.00%, 6/15/28, Continuously Callable @100

   

410

     

453

   

Series A, 5.00%, 6/15/29, Continuously Callable @100

   

360

     

398

   

Series A, 5.00%, 6/15/30, Continuously Callable @100

   

475

     

523

   
Florida Higher Educational Facilities Financial Authority Revenue
5.00%, 10/1/22
   

500

     

508

   

5.00%, 10/1/24

   

500

     

529

   

5.00%, 10/1/25

   

445

     

480

   

Lee County IDA Revenue, 4.75%, 10/1/22

   

690

     

702

   
Southeast Overtown Park West Community Redevelopment Agency Tax
Allocation, Series A-1, 5.00%, 3/1/23 (c)
   

1,000

     

1,031

   
     

15,364

   

Georgia (4.3%):

 
Appling County Development Authority Revenue, Series A, 1.50%, 1/1/38,
(Put date 2/3/25) (b)
   

2,000

     

1,934

   
Burke County Development Authority Revenue, 1.70%, 12/1/49,
(Put date 8/22/24) (b)
   

7,500

     

7,310

   
Cobb County Development Authority Revenue, Series A, 2.25%, 4/1/33,
(Put date 10/1/29) (b)
   

5,000

     

4,879

   

George L Smith II Congress Center Authority Revenue, 2.38%, 1/1/31

   

1,000

     

901

   
Main Street Natural Gas, Inc. Revenue
4.00%, 8/1/48, (Put Date 12/1/23) (b)
   

5,000

     

5,141

   

Series A, 5.00%, 5/15/28

   

1,000

     

1,107

   

Series A, 5.00%, 5/15/29

   

1,775

     

1,980

   

Series C, 4.00%, 5/1/52, (Put Date 12/1/28) (b)

   

10,000

     

10,440

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Savannah Economic Development Authority Revenue, 2.00%, 11/1/33,
(Put date 10/1/24) (b)
 

$

815

   

$

809

   
The Burke County Development Authority Revenue (NBGA — Southern Co.),
0.48%, 11/1/52, Continuously Callable @100 (d)
   

1,700

     

1,700

   
The Development Authority of Monroe County Revenue, 0.56%, 11/1/48,
Continuously Callable @100 (d)
   

5,100

     

5,100

   
The Monroe County Development Authority Revenue, Series A, 1.50%, 1/1/39,
(Put date 2/3/25) (b)
   

3,500

     

3,386

   
     

44,687

   

Guam (0.4%):

 
Territory of Guam Revenue
Series A, 5.00%, 12/1/23
   

1,500

     

1,581

   

Series A, 5.00%, 12/1/24

   

2,000

     

2,163

   
     

3,744

   

Idaho (0.5%):

 

County of Nez Perce Revenue, 2.75%, 10/1/24

   

5,000

     

5,068

   

Illinois (11.6%):

 
Chicago Board of Education, GO
Series A, 4.00%, 12/1/27
   

1,400

     

1,451

   

Series B, 5.00%, 12/1/22

   

1,500

     

1,527

   

Series B, 5.00%, 12/1/22

   

400

     

407

   

Series B, 4.00%, 12/1/22

   

2,920

     

2,953

   

Series B, 5.00%, 12/1/31, Continuously Callable @100

   

1,000

     

1,099

   
Chicago Park District, GO
Series A, 4.00%, 1/1/31, Continuously Callable @100
   

750

     

824

   

Series F-2, 5.00%, 1/1/27

   

600

     

666

   

Series F-2, 5.00%, 1/1/28

   

1,000

     

1,130

   

Series F-2, 5.00%, 1/1/29

   

1,000

     

1,147

   

Series F-2, 5.00%, 1/1/30

   

1,305

     

1,518

   

Series F-2, 5.00%, 1/1/31, Continuously Callable @100

   

2,115

     

2,457

   

Series F-2, 5.00%, 1/1/32, Continuously Callable @100

   

1,750

     

2,024

   
Chicago Transit Authority Revenue
5.00%, 6/1/25
   

1,720

     

1,867

   

5.00%, 6/1/26

   

1,000

     

1,107

   
City of Chicago Special Assessment Revenue
1.57%, 12/1/22
   

270

     

269

   

1.99%, 12/1/23

   

274

     

271

   

2.27%, 12/1/24

   

315

     

310

   

2.53%, 12/1/25

   

335

     

329

   

2.69%, 12/1/26

   

305

     

297

   

2.87%, 12/1/27

   

255

     

248

   
City of Chicago Waterworks Revenue
5.00%, 11/1/25
   

4,000

     

4,434

   

5.00%, 11/1/26

   

1,000

     

1,135

   

Series A-1, 5.00%, 11/1/25

   

2,000

     

2,217

   

Series A-1, 4.00%, 11/1/26

   

2,500

     

2,727

   
County of Cook, GO (LIQ — JPMorgan Chase & Co.), Series 2015-XF0124,
0.65%, 5/15/22 (c) (d)
   

11,160

     

11,160

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Illinois Finance Authority Revenue
5.00%, 10/1/29
 

$

500

   

$

576

   

5.00%, 10/1/30

   

250

     

292

   
1.26% (MUNIPSA+75bps), 1/1/46, (Put Date 7/1/23) (a) (b)    

9,000

     

9,052

   

Series B, 1.21% (MUNIPSA+70bps), 5/1/42, (Put Date 5/1/26) (a) (b)

   

2,250

     

2,223

   

Series C, 4.00%, 2/15/25

   

10,000

     

10,529

   
Northern Illinois University Revenue
5.00%, 10/1/30
   

325

     

387

   

5.00%, 10/1/31, Continuously Callable @100

   

450

     

538

   

4.00%, 10/1/32, Continuously Callable @100

   

500

     

557

   
Northern Illinois University Revenue (INS — Build America Mutual Assurance
Co.), Series B, 5.00%, 4/1/30
   

250

     

292

   
Sales Tax Securitization Corp. Revenue
Series A, 5.00%, 1/1/28
   

1,000

     

1,123

   

Series A, 5.00%, 1/1/29

   

2,500

     

2,848

   

Series A, 5.00%, 1/1/30

   

2,000

     

2,303

   
State of Illinois, GO
Series A, 5.00%, 10/1/23
   

3,000

     

3,123

   

Series A, 5.00%, 11/1/25

   

5,000

     

5,406

   

Series C, 5.00%, 11/1/29, Continuously Callable @100

   

8,985

     

9,887

   
State of Illinois, GO (INS — Build America Mutual Assurance Co.), Series D,
5.00%, 11/1/25 (e)
   

15,000

     

16,415

   
The Illinois Sports Facilities Authority Revenue
5.00%, 6/15/28
   

1,000

     

1,084

   

5.00%, 6/15/30

   

1,500

     

1,647

   

5.00%, 6/15/31

   

575

     

634

   

5.00%, 6/15/32, Continuously Callable @100

   

480

     

527

   
Village of Rosemont, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 12/1/22
   

1,735

     

1,774

   

Series A, 5.00%, 12/1/23

   

1,825

     

1,911

   

Series A, 5.00%, 12/1/24

   

1,915

     

2,048

   
Western Illinois University Revenue (INS — Build America Mutual Assurance Co.)
4.00%, 4/1/29
   

750

     

825

   

4.00%, 4/1/30

   

750

     

834

   
     

120,409

   

Indiana (1.4%):

 
Indiana Bond Bank Revenue
1/15/27 (f)
   

1,280

     

1,134

   

1/15/28 (f)

   

1,100

     

945

   

1/15/29 (f)

   

565

     

470

   

7/15/29, Continuously Callable @99 (f)

   

730

     

580

   
Indiana Finance Authority Revenue
2.95%, 10/1/22, Continuously Callable @100
   

5,000

     

5,016

   

5.00%, 4/1/23

   

650

     

666

   

5.00%, 4/1/24

   

715

     

747

   

5.00%, 4/1/25

   

750

     

798

   

5.00%, 4/1/26

   

790

     

853

   

5.00%, 4/1/27

   

830

     

907

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 4/1/28

 

$

870

   

$

964

   

5.00%, 4/1/29

   

1,180

     

1,322

   
     

14,402

   

Iowa (0.4%):

 

City of Waverly Revenue, 2.50%, 12/31/22, Continuously Callable @100

   

2,000

     

2,006

   

Iowa Higher Education Loan Authority Revenue, 2.00%, 5/19/22

   

2,000

     

2,002

   
     

4,008

   

Kansas (0.6%):

 
City of Burlington Revenue, Series B, 0.76%, 9/1/35, Continuously
Callable @100 (d)
   

4,050

     

4,050

   
City of Manhattan Revenue
Series B-1, 2.88%, 6/1/28, Continuously Callable @100
   

375

     

365

   

Series B2, 2.38%, 6/1/27, Continuously Callable @100

   

430

     

412

   

City of St. Marys Revenue, 0.65%, 4/15/32, Continuously Callable @100 (d)

   

1,700

     

1,700

   
     

6,527

   

Kentucky (6.1%):

 
City of Ashland Revenue
5.00%, 2/1/28
   

1,775

     

1,986

   

5.00%, 2/1/30

   

740

     

848

   

County of Carroll Revenue, 1.55%, 9/1/42, (Put date 9/1/26) (b)

   

5,000

     

4,726

   
County of Owen Revenue
2.45%, 6/1/39, (Put date 10/1/29) (b)
   

10,000

     

9,961

   

2.45%, 9/1/39, (Put date 10/1/29) (b)

   

5,000

     

4,913

   
Kentucky Economic Development Finance Authority Revenue, Series B-3,
1.91% (MUNIPSA+140bps), 2/1/46, (Put Date 2/1/25) (a) (b)
   

10,000

     

10,043

   
Kentucky Public Energy Authority Revenue
Series B, 4.00%, 1/1/49, (Put Date 1/1/25) (b)
   

5,715

     

5,949

   

Series C-1, 4.00%, 12/1/49, (Put Date 6/1/25) (b)

   

10,000

     

10,434

   

Series C-3, 1.56% (MUNIPSA+105bps), 12/1/49, (Put Date 6/1/25) (a) (b)

   

10,000

     

10,043

   
Louisville/Jefferson County Metropolitan Government Revenue, 5.00%, 10/1/47,
(Put Date 10/1/29) (b)
   

4,000

     

4,685

   
     

63,588

   

Louisiana (3.0%):

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue, Series A, 2.00%, 6/1/30, Continuously
Callable @100
   

1,000

     

881

   
Louisiana Public Facilities Authority Revenue, 1.16% (MUNIPSA+65bps), 9/1/57,
(Put Date 9/1/23) (a) (b)
   

10,000

     

10,108

   
Louisiana Stadium & Exposition District Revenue, 4.00%, 7/3/23, Continuously
Callable @100
   

3,325

     

3,398

   

Parish of St. Charles Revenue, 4.00%, 12/1/40, (Put date 6/1/22) (b)

   

4,000

     

4,014

   
Parish of St. John the Baptist Revenue
2.20%, 6/1/37, (Put date 7/1/26) (b)
   

1,750

     

1,709

   

2.10%, 6/1/37, (Put date 7/1/24) (b)

   

2,000

     

1,968

   
Tangipahoa Parish Hospital Service District No. 1 Revenue, 5.00%, 2/1/32,
Continuously Callable @100
   

3,470

     

4,068

   

Tobacco Settlement Financing Corp. Revenue, Series A, 5.00%, 5/15/22

   

5,000

     

5,022

   
     

31,168

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Maryland (1.3%):

 
Maryland Economic Development Corp. Revenue
Series A, 5.00%, 6/1/25
 

$

1,500

   

$

1,630

   

Series A, 5.00%, 6/1/26

   

2,000

     

2,213

   

Series A, 5.00%, 6/1/27

   

1,340

     

1,506

   
Maryland Health & Higher Educational Facilities Authority Revenue
5.00%, 7/1/28
   

1,910

     

2,175

   

5.00%, 7/1/29

   

1,130

     

1,305

   

5.00%, 7/1/30

   

1,000

     

1,169

   
Town of Chestertown Revenue
Series A, 5.00%, 3/1/31
   

1,475

     

1,718

   

Series A, 5.00%, 3/1/32, Continuously Callable @100

   

1,550

     

1,803

   
     

13,519

   

Massachusetts (0.9%):

 
Massachusetts Development Finance Agency Revenue
5.00%, 7/1/25
   

1,250

     

1,338

   

5.00%, 7/1/26

   

1,500

     

1,632

   

5.00%, 7/15/26 (c)

   

310

     

340

   

5.00%, 7/15/28 (c)

   

340

     

383

   

5.00%, 7/15/30 (c)

   

640

     

739

   

0.92%, 7/1/49, (Put date 1/29/26), Continuously Callable @100 (b) (c)

   

2,500

     

2,470

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,425

     

1,625

   

Series C, 5.00%, 10/1/30

   

975

     

1,152

   
     

9,679

   

Michigan (0.8%):

 
Flint Hospital Building Authority Revenue
5.00%, 7/1/29
   

1,995

     

2,267

   

5.00%, 7/1/30

   

2,290

     

2,632

   
Michigan Finance Authority Revenue
4.00%, 2/1/27
   

185

     

190

   

4.00%, 2/1/32

   

285

     

295

   
Summit Academy North Revenue
2.25%, 11/1/26
   

1,335

     

1,283

   

4.00%, 11/1/31, Continuously Callable @103

   

1,565

     

1,559

   
     

8,226

   

Minnesota (0.1%):

 
Sanford Canby Community Hospital District No. 1 Revenue, 0.87%, 11/1/26,
Continuously Callable @100 (d)
   

1,105

     

1,105

   

Mississippi (1.6%):

 

County of Warren Revenue, 2.90%, 9/1/32, (Put Date 9/1/23) (b)

   

2,000

     

2,015

   
Mississippi Business Finance Corp. Revenue, 3.20%, 9/1/28, Continuously
Callable @100
   

4,000

     

3,996

   

Mississippi Hospital Equipment & Facilities Authority Revenue, 5.00%, 9/1/24

   

10,000

     

10,625

   
     

16,636

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Missouri (0.2%):

 
Health & Educational Facilities Authority of the State of Missouri Revenue
3.00%, 8/1/22
 

$

135

   

$

136

   

4.00%, 8/1/24

   

155

     

160

   

4.00%, 8/1/26

   

205

     

216

   

4.00%, 8/1/28

   

415

     

446

   

4.00%, 8/1/30

   

295

     

321

   
Missouri Development Finance Board Revenue
5.00%, 3/1/23
   

200

     

205

   

5.00%, 3/1/24

   

300

     

313

   
     

1,797

   

Montana (0.9%):

 

City of Forsyth Revenue, 2.00%, 8/1/23

   

6,000

     

6,008

   
Montana State Board of Regents Revenue, Series F, 0.96% (MUNIPSA+45bps),
11/15/35, (Put Date 9/1/23) (a) (b)
   

2,880

     

2,872

   
     

8,880

   

Nebraska (0.8%):

 
County of Douglas Revenue, 1.04% (MUNIPSA+53bps), 7/1/35,
(Put date 9/1/26) (a) (b)
   

8,000

     

7,914

   

Nevada (0.4%):

 

County of Washoe Revenue, Series B, 3.00%, 3/1/36, (Put Date 6/1/22) (b)

   

4,400

     

4,410

   

New Hampshire (0.1%):

 
New Hampshire Business Finance Authority Revenue
4.00%, 1/1/30, Continuously Callable @103
   

280

     

297

   

4.00%, 1/1/31, Continuously Callable @103

   

295

     

312

   
     

609

   

New Jersey (6.3%):

 
Casino Reinvestment Development Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 11/1/24
   

1,000

     

1,068

   

City of Newark, GO, Series B, 2.00%, 2/17/23

   

2,375

     

2,383

   
New Jersey Building Authority Revenue
Series A, 3.00%, 6/15/23
   

400

     

407

   

Series A, 3.00%, 6/15/23

   

600

     

607

   

Series A, 5.00%, 6/15/24

   

1,595

     

1,704

   

Series A, 5.00%, 6/15/24

   

2,405

     

2,543

   
New Jersey Economic Development Authority Revenue
Series BBB, 5.00%, 6/15/23
   

7,000

     

7,241

   

Series XX, 5.00%, 6/15/22 (e)

   

20,000

     

20,137

   
New Jersey Economic Development Authority Revenue (LOC — Valley National
Bank), 0.83%, 3/1/31, Continuously Callable @100 (d)
   

1,190

     

1,190

   
New Jersey Educational Facilities Authority Revenue
Series B, 5.00%, 9/1/22
   

4,735

     

4,805

   

Series B, 5.00%, 9/1/23

   

4,000

     

4,159

   

Series B, 4.00%, 9/1/24

   

4,730

     

4,914

   
New Jersey Transportation Trust Fund Authority Revenue
5.00%, 6/15/24
   

5,095

     

5,413

   

Series AA, 5.00%, 6/15/22

   

1,500

     

1,511

   

Series AA, 5.00%, 6/15/23

   

3,835

     

3,967

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

State of New Jersey, GO, Series A, 4.00%, 6/1/31

 

$

3,000

   

$

3,263

   

Tobacco Settlement Financing Corp. Revenue, Series B, 3.20%, 6/1/27

   

560

     

561

   
     

65,873

   

New Mexico (1.2%):

 
City of Farmington Revenue
2.13%, 6/1/40, (Put Date 6/1/22) (b)
   

2,000

     

2,002

   

Series A, 2.15%, 4/1/33, Continuously Callable @101

   

5,000

     

4,360

   
New Mexico Hospital Equipment Loan Council Revenue
5.00%, 6/1/22
   

445

     

448

   

5.00%, 6/1/27

   

770

     

859

   

5.00%, 6/1/28

   

780

     

883

   

5.00%, 6/1/29

   

835

     

958

   

5.00%, 6/1/30

   

525

     

610

   

5.00%, 6/1/31, Continuously Callable @100

   

690

     

801

   
Village of Los Ranchos de Albuquerque Revenue
5.00%, 9/1/28
   

840

     

962

   

5.00%, 9/1/31, Continuously Callable @100

   

300

     

353

   
Winrock Town Center Tax Increment Development District Tax Allocation,
3.75%, 5/1/28 (c)
   

750

     

739

   
     

12,975

   

New York (13.4%):

 

City of Amsterdam, GO, 1.00%, 6/23/22

   

6,061

     

6,041

   

City of Long Beach, GO, Series A, 2.00%, 2/17/23

   

10,000

     

9,981

   
City of New York, GO
Series 2, 0.71%, 4/1/42, Continuously Callable @100 (d)
   

3,000

     

3,000

   

Series 3, 0.71%, 4/1/42, Continuously Callable @100 (d)

   

2,000

     

2,000

   

Series B-3, 0.70%, 10/1/46, Continuously Callable @100 (d)

   

9,700

     

9,700

   

City of Ogdensburg, GO, 2.38%, 4/22/22

   

1,160

     

1,160

   
City of Poughkeepsie, GO
4.00%, 4/15/22
   

130

     

130

   

4.00%, 4/15/23

   

135

     

138

   

4.00%, 4/15/24

   

140

     

144

   

4.00%, 4/15/25

   

215

     

224

   

4.00%, 4/15/26

   

230

     

242

   
County of Rockland, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 3/1/23
   

2,500

     

2,577

   

Series A, 5.00%, 3/1/24

   

1,600

     

1,692

   
Long Island Power Authority Revenue
Series B, 1.65%, 9/1/49, (Put Date 9/1/24) (b)
   

4,500

     

4,481

   

Series C, 0.91% (LIBOR01M+75bps), 5/1/33, (Put Date 10/1/23) (a) (b)

   

5,000

     

4,983

   

Series C, 0.91% (LIBOR01M+75bps), 5/1/33, (Put Date 10/1/23) (a) (b)

   

4,000

     

3,997

   
Metropolitan Transportation Authority Revenue
Series 2, 0.89% (SOFR+80bps), 11/1/32, (Put Date 4/1/26) (a) (b)
   

2,000

     

1,939

   

Series A-1, 5.00%, 2/1/23

   

8,050

     

8,259

   

Series A-2, 5.00%, 11/15/45, (Put date 5/15/30) (b)

   

1,830

     

2,087

   

Series A3, 0.75%, 11/15/42, (Put date 4/1/26) (b)

   

10,000

     

9,696

   

Series B-1, 5.00%, 5/15/22

   

3,155

     

3,166

   

Series D-2, 0.96% (MUNIPSA+45bps), 11/15/44, (Put date 11/15/22) (a) (b)

   

8,000

     

7,985

   

Mohawk Town Fire District, GO, 1.50%, 11/4/22

   

4,825

     

4,823

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
New York Liberty Development Corp. Revenue
2.80%, 9/15/69, Continuously Callable @100
 

$

14,950

   

$

14,091

   

2.63%, 9/15/69, Continuously Callable @100

   

1,650

     

1,458

   

Series A, 1.90%, 11/15/31, Continuously Callable @100

   

2,000

     

1,775

   
New York State Dormitory Authority Revenue
5.00%, 12/1/24 (c)
   

1,200

     

1,290

   

5.00%, 12/1/25 (c)

   

1,200

     

1,317

   
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-DBE-8073, 0.91%, 8/1/50, Continuously Callable @100 (c) (d)
   

4,958

     

4,958

   
Niagara Area Development Corp. Revenue, Series B, 3.50%, 11/1/24,
Continuously Callable @100 (c)
   

500

     

509

   

Town of Bergen, GO, 2.00%, 12/22/22

   

4,745

     

4,766

   
Troy Capital Resource Corp. Revenue
5.00%, 8/1/26, Continuously Callable @100
   

1,050

     

1,150

   

5.00%, 9/1/27

   

1,250

     

1,408

   

Village of Clayton, GO, 0.60%, 10/20/22, Continuously Callable @100

   

5,990

     

5,964

   

Village of Malone, GO, 1.75%, 3/10/23, Continuously Callable @100

   

4,210

     

4,220

   

Village of Valley Stream, GO, Series A, 2.00%, 5/12/22

   

7,590

     

7,589

   
     

138,940

   

North Carolina (0.8%):

 
Columbus County Industrial Facilities & Pollution Control Financing
Authority Revenue
2.00%, 11/1/33, (Put date 10/1/24) (b)
   

825

     

819

   

2.00%, 11/1/33, (Put date 10/1/24) (b)

   

825

     

818

   

Series A, 1.37%, 5/1/34, (Put date 6/16/25) (b)

   

2,000

     

1,935

   
North Carolina Medical Care Commission Revenue
2.50%, 10/1/24, Continuously Callable @100
   

745

     

737

   

2.30%, 9/1/25, Continuously Callable @100

   

1,250

     

1,183

   

2.88%, 10/1/26, Continuously Callable @100

   

650

     

643

   

Series A, 4.00%, 10/1/27

   

600

     

641

   

Series B-1, 2.55%, 9/1/26, Continuously Callable @100

   

1,575

     

1,485

   
     

8,261

   

North Dakota (0.3%):

 
City of Grand Forks Revenue
5.00%, 12/1/31
   

1,200

     

1,403

   

5.00%, 12/1/32, Continuously Callable @100

   

1,300

     

1,518

   
     

2,921

   

Ohio (2.2%):

 
Akron Bath Copley Joint Township Hospital District Revenue
5.00%, 11/15/29
   

275

     

317

   

5.00%, 11/15/30

   

350

     

409

   

5.00%, 11/15/31, Continuously Callable @100

   

300

     

350

   
County of Allen Hospital Facilities Revenue, 5.00%, 12/1/30, Continuously
Callable @100
   

2,000

     

2,320

   

County of Hamilton Revenue, 5.00%, 9/15/29

   

1,345

     

1,569

   
Ohio Air Quality Development Authority Revenue
1.90%, 5/1/26, (Put date 10/1/24) (b)
   

3,500

     

3,453

   

2.40%, 12/1/38, (Put Date 10/1/29) (b)

   

3,250

     

3,256

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Ohio Higher Educational Facility Commission Revenue
5.00%, 5/1/22
 

$

500

   

$

501

   

5.00%, 5/1/23

   

550

     

568

   

5.00%, 5/1/24

   

1,000

     

1,057

   
Port of Greater Cincinnati Development Authority Revenue, Series A,
3.00%, 5/1/23, Continuously Callable @100
   

4,765

     

4,766

   
Southeastern Ohio Port Authority Revenue, 5.00%, 12/1/25, Continuously
Callable @100
   

1,000

     

1,057

   
State of Ohio Revenue
5.00%, 11/15/27
   

425

     

477

   

5.00%, 11/15/30

   

710

     

829

   

5.00%, 11/15/31, Continuously Callable @100

   

465

     

543

   

Series A, 5.00%, 1/15/30

   

1,000

     

1,168

   
     

22,640

   

Oklahoma (1.2%):

 
Garfield County Industrial Authority Revenue, Series A, 0.64%, 1/1/25,
Callable 5/4/22 @ 100 (d) (e)
   

3,700

     

3,700

   
Muskogee Industrial Trust Revenue
4.00%, 9/1/28
   

2,500

     

2,667

   

4.00%, 9/1/29

   

3,010

     

3,220

   
Oklahoma Development Finance Authority Revenue
Series B, 5.00%, 8/15/23
   

500

     

514

   

Series B, 5.00%, 8/15/24

   

600

     

625

   

Series B, 5.00%, 8/15/25

   

550

     

580

   
Oklahoma Municipal Power Authority Revenue, Series A,
0.90% (MUNIPSA+39bps), 1/1/23 (a)
   

1,610

     

1,614

   
     

12,920

   

Oregon (0.2%):

 
County of Yamhill Revenue
4.00%, 10/1/22
   

555

     

562

   

4.00%, 10/1/23

   

425

     

436

   

4.00%, 10/1/24

   

425

     

440

   
Oregon State Facilities Authority Revenue
Series A, 5.00%, 10/1/28
   

150

     

170

   

Series A, 5.00%, 10/1/29

   

300

     

346

   

Series A, 5.00%, 10/1/30

   

300

     

350

   
     

2,304

   

Pennsylvania (6.0%):

 
Bethlehem Area School District Authority Revenue, Series A,
0.44% (SOFR+35bps), 1/1/30, (Put Date 11/1/25) (a) (b)
   

1,000

     

966

   

Chester County IDA Revenue, 3.75%, 10/1/24

   

370

     

375

   
Coatesville School District, GO (INS — Assured Guaranty Municipal Corp.)
5.00%, 8/1/24
   

1,000

     

1,065

   

5.00%, 8/1/25

   

800

     

871

   

Commonwealth Financing Authority Revenue, 5.00%, 6/1/26

   

2,000

     

2,190

   
County of Lehigh Revenue
5.00%, 7/1/28
   

1,750

     

2,024

   

5.00%, 7/1/29

   

2,000

     

2,352

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Delaware County Authority Revenue
4.00%, 10/1/22
 

$

200

   

$

202

   

5.00%, 10/1/23

   

235

     

244

   

5.00%, 10/1/24

   

505

     

535

   

5.00%, 10/1/25

   

525

     

566

   

5.00%, 10/1/30

   

1,200

     

1,351

   
Geisinger Authority Revenue
1.33% (LIBOR01M+107bps), 6/1/28, (Put Date 6/1/24) (a) (b)
   

7,000

     

6,985

   

5.00%, 4/1/43, (Put Date 4/1/30) (b)

   

4,250

     

4,991

   
General Authority of Southcentral Pennsylvania Revenue,
1.11% (MUNIPSA+60bps), 6/1/49, (Put Date 6/1/24) (a) (b)
   

6,000

     

6,009

   
Latrobe IDA Revenue
5.00%, 3/1/28
   

135

     

148

   

5.00%, 3/1/29

   

175

     

194

   

5.00%, 3/1/30

   

150

     

168

   

5.00%, 3/1/31

   

175

     

197

   
Luzerne County IDA Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 12/15/25
   

550

     

604

   

5.00%, 12/15/26, Continuously Callable @100

   

500

     

549

   

5.00%, 12/15/27, Continuously Callable @100

   

1,000

     

1,097

   
Northampton County General Purpose Authority Revenue,
1.20% (LIBOR01M+104bps), 8/15/48, (Put Date 8/15/24) (a) (b)
   

1,855

     

1,842

   
Philadelphia IDA Revenue
5.00%, 6/15/28 (c)
   

210

     

226

   

5.00%, 6/15/29, Continuously Callable @100 (c)

   

220

     

236

   

5.00%, 6/15/30, Continuously Callable @100 (c)

   

145

     

156

   
Pittsburgh Water & Sewer Authority Revenue, Series C,
1.16% (MUNIPSA+65bps), 9/1/40, (Put Date 12/1/23) (a) (b)
   

7,500

     

7,530

   
Scranton School District, GO
0.92% (LIBOR01M+85bps), 4/1/31, (Put Date 6/1/23) (a) (b)
   

6,590

     

6,629

   

Series A, 5.00%, 6/1/23

   

2,435

     

2,526

   
The Berks County Municipal Authority Revenue, Series B,
5.00%, 2/1/40, (Put Date 2/1/30) (b)
   

1,700

     

1,838

   
The Hospitals & Higher Education Facilities Authority of Philadelphia Revenue,
5.00%, 7/1/22
   

1,595

     

1,608

   

The School District of Philadelphia, GO, Series D, 5.00%, 9/1/22

   

5,500

     

5,584

   

Westmoreland County IDA Revenue, Series A, 4.00%, 7/1/22

   

300

     

302

   
     

62,160

   

South Carolina (1.2%):

 
Patriots Energy Group Financing Agency Revenue, Series B,
1.01% (LIBOR01M+86bps), 10/1/48, (Put Date 2/1/24) (a) (b)
   

10,000

     

10,020

   
Piedmont Municipal Power Agency Revenue, Series D, 4.00%, 1/1/32,
Continuously Callable @100
   

2,220

     

2,449

   
     

12,469

   

South Dakota (0.3%):

 
South Dakota Health & Educational Facilities Authority Revenue
0.87%, 11/1/25, Continuously Callable @100 (d)
   

1,230

     

1,230

   

0.87%, 11/1/27, Continuously Callable @100 (d)

   

2,375

     

2,375

   
     

3,605

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Tennessee (0.8%):

 

Tennergy Corp. Revenue, Series A, 4.00%, 12/1/51, (Put Date 9/1/28) (b)

 

$

7,500

   

$

7,958

   

Texas (3.9%):

 
Austin Affordable PFC, Inc. Revenue (LIQ — Deutsche Bank A.G.),
Series 2021-XF1102, 0.76%, 7/1/61, Callable 7/1/33 @ 104 (c) (d)
   

1,750

     

1,750

   
Capital Area Housing Finance Corp. Revenue (LOC — Deutsche Bank A.G.),
Series 2021-XF1131, 0.76%, 12/1/61, Callable 12/1/38 @ 100 (c) (d)
   

4,000

     

4,000

   
City of Dallas Housing Finance Corp. Revenue (LOC — Deutsche Bank A.G.),
Series 2021-XF1109, 0.76%, 7/1/61, Callable 8/1/33 @ 103 (c) (d)
   

4,000

     

4,000

   
County of Wise Revenue
5.00%, 8/15/22
   

525

     

532

   

5.00%, 8/15/23

   

500

     

520

   

5.00%, 8/15/29

   

880

     

1,005

   

5.00%, 8/15/31

   

680

     

793

   

5.00%, 8/15/32, Continuously Callable @100

   

450

     

524

   

5.00%, 8/15/33, Continuously Callable @100

   

930

     

1,078

   

Decatur Hospital Authority Revenue, Series A, 5.00%, 9/1/24

   

780

     

828

   
Harris County Cultural Education Facilities Finance Corp. Revenue
5.00%, 7/1/49, (Put Date 12/1/26) (b)
   

1,400

     

1,557

   
1.08% (MUNIPSA+57bps), 12/1/49, (Put Date 12/4/24) (a) (b)    

1,670

     

1,638

   
Harris County Municipal Utility District No. 165, GO (INS — Build America
Mutual Assurance Co.), 3.00%, 3/1/23
   

520

     

525

   
Irving Hospital Authority Revenue, 1.61% (MUNIPSA+110bps), 10/15/44,
(Put Date 10/15/23) (a) (b)
   

1,575

     

1,575

   

Karnes County Hospital District Revenue, 5.00%, 2/1/24

   

1,290

     

1,342

   
Martin County Hospital District, GO
4.00%, 4/1/23
   

250

     

254

   

4.00%, 4/1/27

   

300

     

315

   

4.00%, 4/1/29

   

405

     

430

   

4.00%, 4/1/32, Continuously Callable @100

   

350

     

370

   

Matagorda County Navigation District No. 1 Revenue, 2.60%, 11/1/29

   

4,000

     

3,880

   
New Hope Cultural Education Facilities Finance Corp. Revenue
Series A, 2.25%, 7/1/23 (g)
   

1,250

     

1,071

   

Series A, 2.25%, 7/1/24 (g)

   

2,300

     

1,971

   

Series A, 2.25%, 7/1/25 (g)

   

2,135

     

1,829

   
Port of Port Arthur Navigation District Revenue, Series B, 0.51%, 4/1/40,
Continuously Callable @100 (d)
   

5,000

     

5,000

   

Texas Municipal Gas Acquisition & Supply Corp. III Revenue, 5.00%, 12/15/31

   

1,000

     

1,121

   
Texas Private Activity Bond Surface Transportation Corp. Revenue,
4.00%, 6/30/31, Continuously Callable @100
   

2,355

     

2,502

   
     

40,410

   

Utah (0.6%):

 
Utah Housing Corp. Revenue (LIQ-Deutsche Bank A.G.), Series 2019-XF1081,
0.76%, 3/1/62, Callable 2/1/31 @ 100 (c) (d)
   

6,460

     

6,460

   

Vermont (0.1%):

 
Vermont Economic Development Authority Revenue
4.00%, 5/1/29, Continuously Callable @103
   

445

     

456

   

4.00%, 5/1/30, Continuously Callable @103

   

230

     

236

   
     

692

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Virginia (1.8%):

 

Chesapeake Bay Bridge & Tunnel District Revenue, 5.00%, 11/1/23

 

$

5,140

   

$

5,364

   
City of Norfolk, GO (LIQ — Bank of America Corp.), 0.51%, 8/1/37, Continuously
Callable @100 (d)
   

3,830

     

3,830

   

Halifax County IDA Revenue, 1.65%, 12/1/41, (Put date 5/31/24) (b) (h)

   

1,500

     

1,480

   
James City County Economic Development Authority Revenue
4.00%, 12/1/29, Continuously Callable @103
   

230

     

239

   

4.00%, 12/1/30, Continuously Callable @103

   

220

     

229

   
Loudoun County Economic Development Authority Revenue, Series F,
0.48%, 2/15/38, Callable 5/2/22 @ 100 (d)
   

1,800

     

1,800

   

Marquis Community Development Authority Revenue, 3.0%, 9/1/45 (c) (g) (i)

   

1,074

     

517

   
Marquis Community Development Authority Tax Allocation
Series A, 2.04%, 9/1/36 (g) (i)
   

3,506

     

1,686

   

Series C, 9/1/41 (f) (g) (i)

   

5,111

     

236

   

Prince William County IDA Revenue, 5.00%, 1/1/31, Continuously Callable @102

   

1,700

     

1,763

   
Virginia Small Business Financing Authority Revenue, Series A, 5.00%, 1/1/31,
Continuously Callable @103
   

1,250

     

1,400

   
     

18,544

   

Washington (1.4%):

 
Washington Health Care Facilities Authority Revenue
5.00%, 8/15/26
   

2,000

     

2,190

   

5.00%, 8/15/27

   

2,175

     

2,416

   

Series B-2, 1.91% (MUNIPSA+140bps), 1/1/35, (Put Date 1/1/25) (a) (b)

   

10,000

     

10,066

   
     

14,672

   

Wisconsin (1.8%):

 
Public Finance Authority Revenue
4.00%, 3/1/23
   

475

     

480

   

4.00%, 3/1/24

   

505

     

514

   

4.00%, 9/1/24 (c)

   

930

     

936

   

4.00%, 3/1/25

   

535

     

547

   

4.00%, 3/1/26

   

755

     

776

   

4.00%, 3/1/27

   

795

     

817

   

4.00%, 3/1/28

   

840

     

864

   

3.25%, 1/1/30

   

1,795

     

1,844

   

5.00%, 4/1/30 (c)

   

500

     

540

   
Wisconsin Health & Educational Facilities Authority Revenue
4.00%, 1/1/23
   

130

     

132

   

4.00%, 1/1/24

   

160

     

163

   

4.00%, 1/1/25

   

205

     

211

   

4.00%, 1/1/26

   

345

     

355

   

2.25%, 11/1/26, Continuously Callable @100

   

3,000

     

2,890

   

2.55%, 11/1/27, Continuously Callable @100

   

1,500

     

1,452

   

4.00%, 3/15/30

   

400

     

425

   
1.16% (MUNIPSA+65bps), 8/15/54, (Put Date 7/31/24) (a) (b)    

1,700

     

1,708

   

Series B, 3.00%, 9/15/22

   

55

     

55

   

Series B, 3.00%, 9/15/23

   

160

     

160

   

Series B, 4.00%, 9/15/24

   

100

     

102

   

Series B, 4.00%, 9/15/26

   

110

     

113

   

Series B, 4.00%, 9/15/27

   

140

     

145

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series B, 4.00%, 9/15/28, Continuously Callable @103

 

$

200

   

$

206

   

Series B, 4.00%, 9/15/29, Continuously Callable @103

   

305

     

314

   

Series B, 4.00%, 9/15/30, Continuously Callable @103

   

320

     

330

   

Series B, 4.00%, 9/15/31, Continuously Callable @103

   

315

     

323

   

Series B-2, 5.00%, 2/15/51, (Put Date 2/15/27) (b)

   

2,000

     

2,204

   
     

18,606

   

Total Municipal Bonds (Cost $1,002,331)

   

990,891

   

Total Investments (Cost $1,002,331) — 95.4%

   

990,891

   

Other assets in excess of liabilities — 4.6%

   

47,323

   

NET ASSETS — 100.00%

 

$

1,038,214

   

(a)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2022.

(b)  Put Bond.

(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 March 31, 2022, the fair value of these securities was $62,412 thousands and amounted to 6.0% of net assets.

(d)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(e)  All or a portion of this security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.

(f)  Zero-coupon bond.

(g)  Currently the issuer is in default with respect to interest and/or principal payments.

(h)  Security or portion of security purchased on a delayed-delivery and/or when-issued basis.

(i)  This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of March 31, 2022, based on the last reset date of the security

LOC — Letter of Credit

MUNIPSA — Municipal Swap Index

SOFR — Secured Overnight Financing Rate

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2022
 

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.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.

 


23


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2022
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Short-Term Fund
 

Assets:

 

Investments, at value (Cost $1,002,331)

 

$

990,891

   

Cash

   

800

   

Receivables:

 

Interest

   

7,554

   

Capital shares issued

   

913

   

Investments sold

   

41,265

   

From Adviser

   

7

   

Prepaid expenses

   

40

   

Total Assets

   

1,041,470

   

Liabilities:

 

Payables:

 

Distributions

   

159

   

Investments purchased

   

1,500

   

Capital shares redeemed

   

1,063

   

Accrued expenses and other payables:

 

Investment advisory fees

   

257

   

Administration fees

   

133

   

Custodian fees

   

12

   

Transfer agent fees

   

51

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

1

   

Other accrued expenses

   

78

   

Total Liabilities

   

3,256

   

Net Assets:

 

Capital

   

1,076,687

   

Total accumulated earnings/(loss)

   

(38,473

)

 

Net Assets

 

$

1,038,214

   

Net Assets

 

Fund Shares

 

$

983,453

   

Institutional Shares

   

41,969

   

Class A

   

12,792

   

Total

 

$

1,038,214

   

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

 

Fund Shares

   

96,003

   

Institutional Shares

   

4,094

   

Class A

   

1,247

   

Total

   

101,344

   

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

 

Fund Shares

 

$

10.24

   

Institutional Shares

 

$

10.25

   

Class A

 

$

10.26

   

Maximum Sales Charge — Class A

   

2.25

%

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

$

10.50

   

(a)  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 Year Ended March 31, 2022
 

(Amounts in Thousands)

    USAA Tax Exempt
Short-Term Fund
 

Investment Income:

 

Interest

 

$

19,989

   

Total Income

   

19,989

   

Expenses:

 

Investment advisory fees

   

3,773

   

Administration fees — Fund Shares

   

1,637

   

Administration fees — Institutional Shares

   

41

   

Administration fees — Class A

   

21

   

Sub-Administration fees

   

23

   
12b-1 fees — Class A    

34

   

Custodian fees

   

48

   

Transfer agent fees — Fund Shares

   

444

   

Transfer agent fees — Institutional Shares

   

41

   

Transfer agent fees — Class A

   

14

   

Trustees' fees

   

49

   

Compliance fees

   

8

   

Legal and audit fees

   

50

   

State registration and filing fees

   

100

   

Other expenses

   

151

   

Recoupment of prior expenses waived/reimbursed by Adviser

   

39

   

Total Expenses

   

6,473

   

Expenses waived/reimbursed by Adviser

   

(50

)

 

Net Expenses

   

6,423

   

Net Investment Income (Loss)

   

13,566

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(628

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(39,486

)

 

Net realized/unrealized gains (losses) on investments

   

(40,114

)

 

Change in net assets resulting from operations

 

$

(26,548

)

 

See notes to financial statements.

 


25


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Tax Exempt
Short-Term Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

13,566

   

$

16,879

   

Net realized gains (losses)

   

(628

)

   

(332

)

 

Net change in unrealized appreciation/depreciation

   

(39,486

)

   

36,891

   

Change in net assets resulting from operations

   

(26,548

)

   

53,438

   

Distributions to Shareholders:

 

Fund Shares

   

(12,863

)

   

(16,599

)

 

Institutional Shares

   

(529

)

   

(106

)(a)

 

Class A

   

(132

)

   

(181

)

 

Change in net assets resulting from distributions to shareholders

   

(13,524

)

   

(16,886

)

 

Change in net assets resulting from capital transactions

   

(144,353

)

   

(95,956

)

 

Change in net assets

   

(184,425

)

   

(59,404

)

 

Net Assets:

 

Beginning of period

   

1,222,639

     

1,282,043

   

End of period

 

$

1,038,214

   

$

1,222,639

   

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

(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 Tax Exempt
Short-Term Fund
 
    Year
Ended
March 31,
2022
  Year
Ended
March 31,
2021
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

139,075

   

$

163,202

   

Distributions reinvested

   

11,199

     

13,673

   

Cost of shares redeemed

   

(310,220

)

   

(303,776

)

 

Total Fund Shares

 

$

(159,946

)

 

$

(126,901

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

49,482

   

$

30,936

(a)

 

Distributions reinvested

   

350

     

52

(a)

 

Cost of shares redeemed

   

(30,926

)

   

(6,031

)(a)

 

Total Institutional Shares

 

$

18,906

   

$

24,957

   

Class A

 

Proceeds from shares issued

 

$

5,669

   

$

31,132

   

Distributions reinvested

   

107

     

163

   

Cost of shares redeemed

   

(9,089

)

   

(25,307

)

 

Total Class A

 

$

(3,313

)

 

$

5,988

   

Change in net assets resulting from capital transactions

 

$

(144,353

)

 

$

(95,956

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

13,117

     

15,479

   

Reinvested

   

1,058

     

1,298

   

Redeemed

   

(29,257

)

   

(28,894

)

 

Total Fund Shares

   

(15,082

)

   

(12,117

)

 

Institutional Shares

 

Issued

   

4,646

     

2,918

(a)

 

Reinvested

   

33

     

5

(a)

 

Redeemed

   

(2,939

)

   

(569

)(a)

 

Total Institutional Shares

   

1,740

     

2,354

   

Class A

 

Issued

   

532

     

2,966

   

Reinvested

   

10

     

15

   

Redeemed

   

(854

)

   

(2,403

)

 

Total Class A

   

(312

)

   

578

   

Change in Shares

   

(13,654

)

   

(9,185

)

 

(a)  Institutional Shares activity is for the period June 29, 2020 (commencement of operations) to March 31, 2021.

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)
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Tax Exempt Short-Term Fund

     

Fund Shares

     
Year Ended March 31:
2022
 

$

10.63

     

0.13

(d)

   

(0.39

)

   

(0.26

)

   

(0.13

)

   

(0.13

)

 

2021

 

$

10.32

     

0.14

(d)

   

0.31

     

0.45

     

(0.14

)

   

(0.14

)

 

2020

 

$

10.48

     

0.19

(d)

   

(0.16

)

   

0.03

     

(0.19

)

   

(0.19

)

 

2019

 

$

10.41

     

0.19

     

0.07

     

0.26

     

(0.19

)

   

(0.19

)

 

2018

 

$

10.45

     

0.16

     

(0.03

)

   

0.13

     

(0.17

)

   

(0.17

)

 

Institutional Shares

     
Year Ended March 31:
2022
 

$

10.64

     

0.14

(d)

   

(0.40

)

   

(0.26

)

   

(0.13

)

   

(0.13

)

 
June 29, 2020 (f)
through
March 31, 2021
 

$

10.50

     

0.11

(d)

   

0.14

     

0.25

     

(0.11

)

   

(0.11

)

 

Class A

     
Year Ended March 31:
2022
 

$

10.64

     

0.10

(d)

   

(0.38

)

   

(0.28

)

   

(0.10

)

   

(0.10

)

 

2021

 

$

10.34

     

0.12

(d)

   

0.30

     

0.42

     

(0.12

)

   

(0.12

)

 

2020

 

$

10.49

     

0.16

(d)

   

(0.15

)

   

0.01

     

(0.16

)

   

(0.16

)

 

2019

 

$

10.42

     

0.17

     

0.06

     

0.23

     

(0.16

)

   

(0.16

)

 

2018

 

$

10.46

     

0.13

     

(0.03

)

   

0.10

     

(0.14

)

   

(0.14

)

 

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

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

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, for Fund Shares and Class A, and June 29, 2020, for Institutional Shares, 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.

†  Does not include acquired fund fees and expenses, if any.

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

(b)  Annualized for periods less than one year.

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

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

(e)  The portfolio turnover would be 32% of the average value of its portfolio with the exclusion of variable-rate demand notes with long-term maturities and one- or seven-day demand feature, or put options.

(f)  Commencement of operations.

(g)  Prior to August 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Class A to 0.80% of Class A average daily net assets.

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

 
    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 Tax Exempt Short-Term Fund

 

Fund Shares

 
Year Ended March 31:
2022
 

$

10.24

     

(2.52

)%

   

0.56

%

   

1.18

%

   

0.56

%

 

$

983,453

     

16

%

 

2021

 

$

10.63

     

4.42

%

   

0.53

%

   

1.37

%

   

0.54

%

 

$

1,181,011

     

66

%(e)

 

2020

 

$

10.32

     

0.23

%

   

0.51

%

   

1.77

%

   

0.51

%

 

$

1,271,899

     

54

%

 

2019

 

$

10.48

     

2.52

%

   

0.52

%

   

1.84

%

   

0.52

%

 

$

1,489,789

     

31

%

 

2018

 

$

10.41

     

1.21

%

   

0.51

%

   

1.57

%

   

0.51

%

 

$

1,550,994

     

25

%

 

Institutional Shares

 
Year Ended March 31:
2022
 

$

10.25

     

(2.43

)%

   

0.48

%

   

1.28

%

   

0.55

%

 

$

41,969

     

16

%

 
June 29, 2020 (f)
through
March 31, 2021
 

$

10.64

     

2.39

%

   

0.47

%

   

1.33

%

   

0.69

%

 

$

25,038

     

66

%(e)

 

Class A

 
Year Ended March 31:
2022
 

$

10.26

     

(2.64

)%

   

0.78

%

   

0.96

%

   

0.93

%

 

$

12,792

     

16

%

 

2021

 

$

10.64

     

4.07

%

   

0.76

%

   

1.12

%

   

0.88

%

 

$

16,590

     

66

%(e)

 

2020

 

$

10.34

     

0.09

%

   

0.75

%

   

1.54

%

   

0.93

%

 

$

10,144

     

54

%

 

2019

 

$

10.49

     

2.27

%

   

0.77

%(g)

   

1.56

%

   

0.92

%

 

$

10,707

     

31

%

 

2018

 

$

10.42

     

0.91

%

   

0.80

%

   

1.27

%

   

0.83

%

 

$

11,349

     

25

%

 

See notes to financial statements.

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2022
 

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 45 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 Tax Exempt Short-Term 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Investment Valuation:

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

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

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

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

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

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

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

 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

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

A summary of the valuations as of March 31, 2022, 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

 

Municipal Bonds

 

$

   

$

988,452

   

$

2,439

   

$

990,891

   

Total

 

$

   

$

988,452

   

$

2,439

   

$

990,891

   

For the year ended March 31, 2022, there were no transfers in or out of Level 3 in the fair value hierarchy.

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.

 


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 March 31.

For the year ended March 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.

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.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2022, 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)
 
$

66,680

   

$

67,770

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

 


32


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2022, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

152,652

   

$

165,998

   

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 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.

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 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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

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

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

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

 


33


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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

For the period April 1, 2021, to March 31, 2022, performance adjustments were $555, $4, and $4 for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.05%, 0.01%, and 0.03% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, 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 year ended March 31, 2022, 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 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 March 31, 2022, 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.

 


34


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended March 31, 2022, the Distributor received less than $1 thousand from commissions earned in connection with sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2022, 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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 March 31, 2022, the expense limits (excluding voluntary waivers) were 0.51%, 0.47%, and 0.75% 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 Adviser 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 March 31, 2022, 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 repayments are not probable at March 31, 2022.

Expires
2023
  Expires
2024
  Expires
2025
 

Total

 
$

10

   

$

68

   

$

50

   

$

128

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2022.

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.

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Fund's assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

 


36


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Fund and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.

It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Fund and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. 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 year ended March 31, 2022, 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 28, 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 the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2022.

Interfund Lending:

The Trust and the 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

 


37


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

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 reflected on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the year ended March 31, 2022.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2022, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

Year Ended March 31, 2022

 

Year Ended March 31, 2021

 
Distributions
Paid From
      Distributions
Paid From
 
 
Tax-
Exempt
Income
  Total
Distributions
Paid
  Tax-
Exempt
Income
  Total
Distributions
Paid
 
$

13,524

   

$

13,524

   

$

16,886

   

$

16,886

   

As of March 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital
and Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 

$

1,402

   

$

(1,279

)

 

$

123

   

$

(27,048

)

 

$

(11,548

)

 

$

(38,473

)

 

*  The difference between the book-basis and tax-basis of unrealized appreciation (depreciation) is attributable to defaulted bond adjustments.

 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2022
 

As of March 31, 2022, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term
Amount
  Long-Term
Amount
 

Total

 
$

2,144

   

$

24,904

   

$

27,048

   

As of March 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

1,002,439

   

$

7,050

   

$

(18,598

)

 

$

(11,548

)

 
 


39


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Short-Term Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Short-Term Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting USAA Mutual Funds Trust) at March 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    

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

San Antonio, Texas
May 27, 2022

 


40


 

USAA Mutual Funds Trust

  Supplemental Information
March 31, 2022
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their dates of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Independent Trustees

 
Jefferson C. Boyce
(September 1957)
 

Independent Chair

 

Trustee since September 2013, Independent Chair since January 2021

 

Retired.

 

45

 

Westhab, Inc., New York Theological Seminary, American Filtration Corp.

 
Dawn M. Hawley
(February 1954)
 

Trustee

 

Trustee since April 2014

 

Retired.

 

45

 

None

 
 


41


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 
Daniel S. McNamara
(June 1966)
 

Trustee

 

Trustee since January 2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (6/17-6/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13/-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13/-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (3/15-03/21).

 

45

 

None

 
Paul L. McNamara
(July 1948)
 

Trustee

 

Trustee since January 2012

 

Retired.

 

45

 

None

 
 


42


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Funds
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Richard Y. Newton, III (January 1956)

 

Trustee

 

Trustee since March 2017

 

Director, Elta North America (01/18-08/19), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (12/15-present).

 

45

 

Terran Orbital Corp., American Made Filtration Corp.

 
Barbara B. Ostdiek, Ph.D.
(March 1964)
 

Trustee

 

Trustee since January 2008

 

Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).

 

45

 

None

 
John C. Walters
(February 1962)
 

Trustee

 

Trustee since July 2019

 

Retired.

 

45

 

Guardian Variable Products Trust (16 series)

 

Effective at the close of business on December 31, 2021, Robert L. Mason, Ph.D., retired from the Board of Trustees.

 


43


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Name and Date of Birth

  Position(s)
Held with
Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s) Held
During the Past Five Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
  Other
Directorships
Held During
the Past
Five Years
 

Interested Trustee

 
David C. Brown
(May 1972)
 

Trustee

 

Trustee since July 2019

 

Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).

 

45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds

 

None

 

The Statement of Additional Information includes additional information about the Trustees of the Trust and is

available, without charge, by calling 800-539-3863.

 


44


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Officers:

The officers of the Trust, their dates of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position(s)
Held
with Fund
  Term of Office
and Length
of Time Served
 

Principal Occupation(s) Held During the Past Five Years

 

Officers of the Trust

 
Christopher K. Dyer
(February 1962)
 

President

 

July 2019

 

Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).

 
Scott Stahorsky
(July 1969)
 

Vice President

 

July 2019

 

Manager, Fund Administration, Victory Capital Management Inc. (2015-present).

 
James K. De Vries
(April 1969)
 

Treasurer

 

March 2018

 

Executive Director, Victory Capital Management Inc. (7/1/19-present); Executive Director, Investment and Financial Administration, USAA (2012-6/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.

 
*Erin Wagner
(February 1974)
 

Secretary

 

July 2019

 

Deputy General Counsel, Victory Capital Management Inc. (2013-present).

 
Allan Shaer
(March 1965)
 

Assistant Treasurer

 

July 2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).

 
Carol D. Trevino
(October 1965)
 

Assistant Treasurer

 

September 2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (7/1/19-present); Accounting/ Financial Director, USAA (12/13-6/30/19).

 
Charles Booth
(April 1960)
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

July 2019

 

Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

 
Colin Kinney
(October 1973)
 

Chief Compliance Officer

 

July 2021

 

Chief Compliance Officer, the Adviser (since 2013), Chief Compliance Officer, Victory Funds (since 2017), and Chief Risk Officer, the Adviser (2009-2017).

 
Sean Fox
(September 1976)
 

Deputy Chief Compliance Officer

 

July 2021

 

Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

 

*  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

 


45


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (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 October 1, 2021, through March 31, 2022.

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
10/1/21
  Actual
Ending
Account
Value
3/31/22
  Hypothetical
Ending
Account
Value
3/31/22
  Actual
Expenses
Paid
During
Period
10/1/21-
3/31/22*
  Hypothetical
Expenses
Paid
During
Period
10/1/21-
3/31/22*
  Annualized
Expense
Ratio
During
Period
10/1/21-
3/31/22
 

Fund Shares

 

$

1,000.00

   

$

967.50

   

$

1,022.14

   

$

2.75

   

$

2.82

     

0.56

%

 

Institutional Shares

   

1,000.00

     

968.80

     

1,022.54

     

2.36

     

2.42

     

0.48

%

 

Class A

   

1,000.00

     

967.50

     

1,021.04

     

3.83

     

3.93

     

0.78

%

 

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

 


46


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2022, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2023.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2022 (amounts in thousands):



  Tax
Exempt
Distributions
 
       

$

13,524

   
 


47


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Short-Term Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 9-10, 2021, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 9-10, 2021 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2021.

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

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

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

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

 


48


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended September 30, 2021.

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

 


49


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

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

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

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

 


50


 

USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2022
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a meeting held on March 11, 2022, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.

 


51


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


 

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

Visit our website at:

 

Call

 

www.vcm.com

  (800) 235-8396  

40856-0522


 

 

Item 2. Code of Ethics.

 

(a)The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics in included as an Exhibit.
  
(b)During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; on July 1, 2019, the Board of Trustees of USAA Mutual Funds Trust approved a Code of Ethics ("Sarbanes Code") applicable solely to its senior financial officers, including its principal executive officer (President), as defined under the Sarbanes-Oxley Act of 2002 and implementing regulations of the Securities and Exchange Commission. A copy of the Sarbanes Code is attached as an Exhibit to this Form N-CSR.

 

No waivers (explicit or implicit) have been granted from a provision of the Sarbanes Code.

 

Item 3. Audit Committee Financial Expert.

 

(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

 

(a)(2) The audit committee financial experts are Dr. Barbara B. Ostdiek, Ph.D. and Dawn M. Hawley, who are “independent” for purposes of this Item 3 of Form N-CSR.

 

Dr. Ostdiek has served as an Associate Professor of Management at Rice University since 2001. Dr. Ostdiek also has served as an Academic Director at El Paso Corporation Finance Center since 2002. Ms. Hawley was Chief Financial Officer, Director of Financial Planning and Analysis for AIM Management Group Inc. from October 1987 through January 2006 and was Manager of Finance at Menil Foundation, Inc. from May 2007 through June 2011. Each of Dr. Ostdiek and Ms. Hawley is an independent trustee who serves as a member of the Audit and Compliance Committee, Investments Committee, Product Management and Distribution Committee, and the Corporate Governance Committee of the Board of Trustees of USAA Mutual Funds Trust.

 

 

 

 

Item 4. Principal Accountant Fees and Services.

 

   2022   2021 
(a) Audit Fees (1)  $198,541   $311,132 
(b) Audit-Related Fees (2)   -    - 
(c) Tax Fees (3)   -    

-

 
(d) All Other Fees (4)   -    - 

 

(1)Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Ernst & Young LLP for statutory and regulatory filings.

 

(2)For the fiscal years ended March 31, 2022 and March 31, 2021, there were no audit-related fees billed by Ernst & Young LLP to the Registrant.

 

(3)For the fiscal years ended March 31, 2022 and March 31, 2021, there were no tax fees billed by Ernest & Young LLP to the Registrant.

 

(4)For the fiscal years ended March 31, 2022 and March 31, 2021, there were no other fees billed by Ernst & Young LLP to the Registrant.

 

(e)(1) All audit and non-audit services to be performed for the Registrant by Ernst & Young LLP must be pre-approved by the Audit and Compliance Committee. The Audit and Compliance Committee Charter also permits the Chair of the Audit and Compliance Committee to pre-approve any permissible non-audit service that must be commenced prior to a scheduled meeting of the Audit and Compliance Committee. All non-audit services were pre-approved by the Audit and Compliance Committee or its Chair, consistent with the Audit and Compliance Committee's preapproval procedures.

 

(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C).

 

(f) Not applicable.

 

(g) Aggregate non-audit fees for services rendered to the:

 

      Registrant     Adviser  
2022     $          -     $ 124,814  
2021     $ -     $ 123,784  

 

(h) The aggregate non-audit fees related to fees billed by Ernst & Young LLP for services rendered to the Registrant; the investment adviser, and the Funds' transfer agent, Victory Capital Transfer Agency Inc., which includes aggregate fees accrued or paid to Ernst & Young, LLP for professional services rendered related to the annual study of internal controls of the transfer agent for fiscal years listed above. All services were preapproved by the Audit Committee.

 

Item 5.Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6.Investments.

 

(a)         Not applicable. 

(b)         Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

 

 

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent trustees. The Corporate Governance Committee has adopted procedures to consider Board candidates suggested by shareholders. The procedures are initiated by the receipt of nominations submitted by a fund shareholder sent to Board member(s) at the address specified in fund disclosure documents or as received by the Adviser or a fund officer. Any recommendations for a nomination by a shareholder, to be considered by the Board, must include at least the following information: name; date of birth; contact information; education; business profession and other expertise; affiliations; experience relating to serving on the Board; and references. The Corporate Governance Committee gives shareholder recommendations the same consideration as any other candidate.

 

Item 11. Controls and Procedures.

 

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)(1)Not applicable.
(a)(2)Not applicable.
(a)(3)Not applicable.
(a)(4)Not applicable.
(b)Not applicable.

 

Item 13. Exhibits.

 

(a)(1)The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.
(a)(2)Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3)Not applicable.
(a)(4)Not applicable
(b)Certifications pursuant to Rule 30a-2(b) are 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 May 27, 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 May 27, 2022  

 

By (Signature and Title)* /s/ James, K. De Vries  
James K. De Vries, Principal Financial Officer  

 

Date May 27, 2022