N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:         811-07852

USAA Mutual Funds Trust

(Exact name of registrant as specified in charter)

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

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

(Name and address of agent for service)

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

Date of fiscal year end: May 31

Date of reporting period: November 30, 2022

Item 1. Reports to Stockholders.

NOVEMBER 30, 2022

Semi Annual Report

USAA Cornerstone Moderately
Conservative Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	8
Statement of Operations	9
Statements of Changes in Net Assets	10
Financial Highlights	12
Notes to Financial Statements	14
Supplemental Information	25
Proxy Voting and Portfolio Holdings Information	25
Expense Example	25
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

November 30, 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%.

**  Percentage is less than 0.05%.

2

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (0.0%) (a)
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47 (b)	$	55	$	52
Total Asset-Backed Securities (Cost $55)				52
Common Stocks (15.5%)
Communication Services (1.3%):
AT&T, Inc.		30,371		586
Comcast Corp. Class A		7,179		263
Omnicom Group, Inc.		3,223		257
The Interpublic Group of Cos., Inc.		17,348		596
Verizon Communications, Inc.		17,765		692
				2,394
Consumer Discretionary (1.1%):
Best Buy Co., Inc.		3,488		298
eBay, Inc.		5,443		247
Garmin Ltd.		689		64
Lennar Corp. Class A		6,836		600
Target Corp.		3,204		535
Whirlpool Corp.		1,649		242
				1,986
Consumer Staples (0.6%):
Altria Group, Inc.		13,458		627
Philip Morris International, Inc.		4,446		443
				1,070
Energy (0.6%):
EOG Resources, Inc.		2,946		418
Exxon Mobil Corp.		5,393		601
ONEOK, Inc.		1,202		80
				1,099
Financials (1.5%):
Ameriprise Financial, Inc.		2,065		686
Discover Financial Services		3,048		330
JPMorgan Chase & Co.		3,771		521
Regions Financial Corp.		5,684		132
Signature Bank		1,113		155
Synchrony Financial		9,204		346
The Goldman Sachs Group, Inc.		713		275
The Hartford Financial Services Group, Inc.		5,325		407
				2,852
Health Care (2.2%):
Abbott Laboratories		4,740		510
AbbVie, Inc.		2,320		374
Amgen, Inc.		1,220		349
Bristol-Myers Squibb Co.		2,117		170
Cardinal Health, Inc.		3,952		317

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Elevance Health, Inc.		310	$	165
Gilead Sciences, Inc.		7,989		702
Medtronic PLC		2,873		227
Merck & Co., Inc.		2,844		313
Pfizer, Inc.		4,325		217
UnitedHealth Group, Inc.		729		399
West Pharmaceutical Services, Inc.		1,707		401
				4,144
Industrials (1.3%):
3M Co.		4,026		507
Cintas Corp.		266		123
Lockheed Martin Corp.		871		423
Masco Corp.		7,692		391
Robert Half International, Inc.		4,847		382
United Parcel Service, Inc. Class B		2,732		518
				2,344
Information Technology (5.8%):
Accenture PLC Class A		2,484		747
Apple, Inc.		14,457		2,140
Applied Materials, Inc.		2,523		277
Automatic Data Processing, Inc.		907		240
Broadcom, Inc.		1,313		723
Cisco Systems, Inc.		11,339		564
Cognizant Technology Solutions Corp. Class A		3,285		204
HP, Inc.		6,716		202
Intel Corp.		16,703		502
International Business Machines Corp.		2,684		400
KLA Corp.		1,576		620
Lam Research Corp.		405		191
Mastercard, Inc. Class A		294		105
Microsoft Corp.		8,543		2,180
Motorola Solutions, Inc.		597		162
NetApp, Inc.		1,703		115
Paychex, Inc.		3,715		461
QUALCOMM, Inc.		4,064		514
Teradyne, Inc.		2,398		224
Visa, Inc. Class A		1,582		343
				10,914
Materials (0.4%):
CF Industries Holdings, Inc.		1,988		215
LyondellBasell Industries NV Class A		3,867		329
Newmont Corp.		2,094		100
Nucor Corp.		562		84
The Mosaic Co.		1,801		92
				820
Real Estate (0.3%):
American Tower Corp.		564		125
Crown Castle, Inc.		991		140

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Digital Realty Trust, Inc.		1,029	$	116
Equinix, Inc.		80		55
Prologis, Inc.		1,532		180
				616
Utilities (0.4%):
Evergy, Inc.		5,325		316
Pinnacle West Capital Corp.		2,352		184
The Southern Co.		3,149		213
				713
Total Common Stocks (Cost $27,755)				28,952
U.S. Treasury Obligations (2.0%)
U.S. Treasury Notes, 1.63%, 4/30/23 (c)	$	3,800		3,754
Total U.S. Treasury Obligations (Cost $3,797)				3,754
Exchange-Traded Funds (41.7%)
First Trust TCW Securitized Plus ETF		136,569		2,918
Invesco DB Commodity Index Tracking Fund (d) (e)		22,900		584
Invesco FTSE RAFI Developed Markets ex-US ETF		35,176		1,489
Invesco FTSE RAFI Emerging Markets ETF		86,305		1,560
iShares 0-5 Year TIPS Bond ETF		36,290		3,545
iShares 20+ Year Treasury Bond ETF		5,248		539
iShares 7-10 Year Treasury Bond ETF		34,855		3,402
iShares Core MSCI Emerging Markets ETF		84,595		4,108
iShares Core S&P 500 ETF		3,510		1,437
iShares Core S&P Small-Cap ETF		39,211		3,993
iShares Core US Aggregate Bond ETF		25,045		2,462
iShares iBoxx High Yield Corporate Bond ETF (e)		95,171		7,201
iShares JP Morgan USD Emerging Markets Bond ETF		14,224		1,229
iShares MSCI Canada ETF (e)		27,600		971
iShares MSCI International Momentum Factor ETF (e)		71,831		2,275
iShares MSCI International Quality Factor ETF		81,444		2,719
iShares Russell 2000 ETF (e)		11,311		2,119
JPMorgan BetaBuilders Canada ETF		4,851		297
Schwab Fundamental Emerging Markets Large Co. Index ETF		170,705		4,502
Schwab Fundamental International Large Co. Index ETF		237,343		7,168
Schwab Fundamental International Small Co. Index ETF		50,100		1,593
SPDR Gold Shares (d)		10,332		1,703
SPDR S&P Emerging Markets SmallCap ETF (e)		7,496		378
Vanguard FTSE All-World ex-U.S. ETF		12,645		656
Vanguard FTSE Developed Markets ETF		125,318		5,440
Vanguard Mortgage-Backed Securities ETF		56,777		2,617
Vanguard Real Estate ETF		7,052		621
Vanguard S&P 500 ETF		1,293		484
Vanguard Short-Term Bond ETF		57,182		4,317
Vanguard Small-Cap Value ETF		11,516		1,952
Vanguard Total Stock Market ETF		6,593		1,345

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		5,259	$	236
Xtrackers USD High Yield Corporate Bond ETF (e)		69,791		2,416
Total Exchange-Traded Funds (Cost $74,871)				78,276
Affiliated Exchange-Traded Funds (39.6%)
VictoryShares Emerging Markets Value Momentum ETF		9,770		394
VictoryShares ESG Core Plus Bond ETF		686,365		14,652
VictoryShares USAA Core Intermediate-Term Bond ETF		1,217,107		55,794
VictoryShares USAA Core Short-Term Bond ETF		69,125		3,367
Total Affiliated Exchange-Traded Funds (Cost $85,371)				74,207
Collateral for Securities Loaned (3.3%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (f)		1,565,018		1,565
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (f)		1,565,018		1,565
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (f)		1,565,018		1,565
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (f)		1,565,018		1,565
Total Collateral for Securities Loaned (Cost $6,260)				6,260
Total Investments (Cost $198,109) — 102.1%				191,501
Liabilities in excess of other assets — (2.1)%				(3,913	)
NET ASSETS — 100.00%			$	187,588

At November 30, 2022, the Fund's investments in foreign securities were 17.9% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $52 thousands and amounted to less than 0.05% of net assets.

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

(d)  Non-income producing security.

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

(f)  Rate disclosed is the daily yield on November 30, 2022.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Cornerstone Moderately Conservative Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

Futures Contracts Purchased

(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		47	12/16/22	$	1,745,791	$	1,939,017	$	193,226
FTSE 100 Index Futures		34	12/16/22		3,011,203		3,113,293		102,090
S&P/Toronto Stock Exchange 60 Index Futures		16	12/15/22		2,855,170		2,950,900		95,730
								$	391,046
Futures Contracts Sold
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
ASX SPI 200 Index Futures		13	12/15/22	$	1,529,838	$	1,611,966	$	(82,128	)
E-Mini Russell 2000 Index Futures		11	12/16/22		990,462		1,038,125		(47,663	)
Hang Seng Index Futures		13	12/29/22		1,468,674		1,549,291		(80,617	)
Swiss Market Index Futures		14	12/16/22		1,615,762		1,651,707		(35,945	)
Tokyo Price Index Futures		11	12/8/22		1,559,560		1,585,428		(25,868	)
								$	(272,221	)
Total unrealized appreciation								$	391,046
Total unrealized depreciation									(272,221	)
Total net unrealized appreciation (depreciation)								$	118,825

See notes to financial statements.

7

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Cornerstone Moderately Conservative Fund
Assets:
Affiliated investments, at value (Cost $85,371)	$	74,207
Unaffiliated investments, at value (Cost $112,738)		117,294	(a)
Cash		1,716
Deposit with broker for futures contracts		845
Receivables:
Interest and dividends		93
Capital shares issued		65
Investments sold		1,111
Variation margin on open futures contracts		70
From Adviser for ETF reimbursements		57
From Adviser for expense limitation agreement		15
Prepaid expenses		8
Total Assets		195,481
Liabilities:
Payables:
Collateral received on loaned securities		6,260
Collateral received from broker for futures contract		191
Investments purchased		1,103
Capital shares redeemed		73
Variation margin on open futures contracts		74
Accrued expenses and other payables:
Investment advisory fees		75
Administration fees		23
Custodian fees		5
Transfer agent fees		35
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		53
Total Liabilities		7,893
Net Assets:
Capital		187,997
Total accumulated earnings/(loss)		(409	)
Net Assets	$	187,588
Shares (unlimited number of shares authorized with no par value):		17,380
Net asset value, offering and redemption price per share: (c)	$	10.79

(a)  Includes $6,072 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.

8

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Cornerstone Moderately Conservative Fund
Investment Income:
Income distributions from affiliated funds	$	973
Dividends from unaffiliated investments		1,470
Interest from unaffiliated investments		51
Securities lending (net of fees)		54
Foreign tax withholding		(1	)
Total Income		2,547
Expenses:
Investment advisory fees		468
Administration fees		141
Sub-Administration fees		37
Custodian fees		9
Transfer agent fees		222
Trustees' fees		24
Compliance fees		1
Legal and audit fees		35
State registration and filing fees		14
Interfund lending fees		—	(a)
Other expenses		34
Total Expenses		985
Expenses waived/reimbursed by Adviser		(141	)
Net Expenses		844
Net Investment Income (Loss)		1,703
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated funds		(467	)
Net realized gains (losses) from unaffiliated investment securities and foreign currency transactions		(4,018	)
Net realized gains (losses) from futures contracts		42
Net change in unrealized appreciation/depreciation on affiliated investment securities		(3,261	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities and foreign currency translations		(861	)
Net change in unrealized appreciation/depreciation on futures contracts		288
Net realized/unrealized gains (losses) on investments		(8,277	)
Change in net assets resulting from operations	$	(6,574	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

9

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Moderately Conservative Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	1,703		$	2,669
Net realized gains (losses)		(4,443	)		14,303
Net change in unrealized appreciation/depreciation		(3,834	)		(29,807	)
Change in net assets resulting from operations		(6,574	)		(12,835	)
Change in net assets resulting from distributions to shareholders		(1,184	)		(14,110	)
Change in net assets resulting from capital transactions		(4,998	)		5,397
Change in net assets		(12,756	)		(21,548	)
Net Assets:
Beginning of period		200,344			221,892
End of period	$	187,588		$	200,344
Capital Transactions:
Proceeds from shares issued	$	7,502		$	24,022
Distributions reinvested		1,178			14,047
Cost of shares redeemed		(13,678	)		(32,672	)
Change in net assets resulting from capital transactions	$	(4,998	)	$	5,397
Share Transactions:
Issued		712			1,948
Reinvested		112			1,142
Redeemed		(1,291	)		(2,665	)
Change in Shares		(467	)		425

See notes to financial statements.

10

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11

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Cornerstone Moderately Conservative Fund
Six Months Ended November 30, 2022 (Unaudited)	$	11.23		0.10	(f)		(0.47	)		(0.37	)		(0.07	)		—
Year Ended May 31: 2022	$	12.74		0.15	(f)		(0.85	)		(0.70	)		(0.17	)		(0.64	)
2021	$	11.14		0.16	(f)		1.64			1.80			(0.17	)		(0.03	)
2020	$	10.94		0.23	(f)		0.22			0.45			(0.23	)		(0.02	)
2019	$	11.29		0.24			(0.14	)		0.10			(0.24	)		(0.21	)
2018	$	11.34		0.21			0.23			0.44			(0.21	)		(0.28	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

(g)  Reflects increased usage of quantitative investment strategies.

See notes to financial statements.

12

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Cornerstone Moderately Conservative Fund
Six Months Ended November 30, 2022 (Unaudited)		(0.07	)	$	10.79		(3.30	)%		0.90	%		1.82	%		1.05	%	$	187,588		29	%
Year Ended May 31: 2022		(0.81	)	$	11.23		(5.95	)%		0.90	%		1.23	%		1.00	%	$	200,344		61	%
2021		(0.20	)	$	12.74		16.30	%		0.90	%		1.35	%		1.02	%	$	221,892		52	%
2020		(0.25	)	$	11.14		4.09	%		0.90	%		2.05	%		1.02	%	$	220,787		84	%
2019		(0.45	)	$	10.94		0.99	%		0.90	%		2.22	%		1.08	%	$	226,484		77	%(g)
2018		(0.49	)	$	11.29		3.89	%		0.90	%		1.84	%		1.07	%	$	221,721		45	%

See notes to financial statements.

13

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Cornerstone Moderately Conservative Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of November 30, 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
Asset-Backed Securities	$	—		$	52	$	—	$	52
Common Stocks		28,952			—		—		28,952
U.S. Treasury Obligations		—			3,754		—		3,754
Exchange-Traded Funds		78,276			—		—		78,276
Affiliated Exchange-Traded Funds		74,207			—		—		74,207
Collateral for Securities Loaned		6,260			—		—		6,260
Total	$	187,695		$	3,806	$	—	$	191,501
Other Financial Investments*
Assets:
Futures Contracts	$	391		$	—	$	—	$	391
Liabilities:
Futures Contracts	$	(272	)	$	—	$	—	$	(272	)
Total	$	119		$	—	$	—	$	119

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

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

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Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

Mortgage- and Asset-Backed Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated

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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 and Collateral received from 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 six months ended November 30, 2022, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2022 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	391	$	272

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

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 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	$	42	$	288

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

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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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan			Non-Cash Collateral		Cash Collateral
$	6,219	(a)	$	—	$	6,260

(a)  Includes $147 thousand of securities on loan that were sold prior to November 30, 2022.

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 unaffiliated 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 unaffiliated investment securities and foreign currency transactions on the Statement of Operations.

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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 May 31.

For the six months ended November 30, 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 under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the six months ended November 30, 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)
$	—	$	535	$	(80	)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	53,012	$	56,878	$	—	$	135

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4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

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

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Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 September 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of November 30, 2022, the expense limit (excluding voluntary waivers) is 0.90%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's advisory fee is reimbursed by VCM that to the extent of the indirect advisory fee incurred through the Fund's proportional investment in the affiliated ETFs. These affiliated ETF advisory fee reimbursements are not available for recoupment. For the six months ended November 30, 2022, the Fund incurred reimbursable expenses of $141 thousand, of which $117 thousand consisted of affiliated ETF Adviser for reimbursement and is reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser. The Fund has a receivable related to these reimbursable expenses from the Advisor for $57 thousand, pursuant to the Fund's expense limitation agreement and is reflected on the Statement of Assets and Liabilities as Receivable from Advisor for ETF reimbursements.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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. For the six months ended November 30, 2022, the Fund incurred reimbursable expenses, of which $24 thousand consisted of reimbursements for expense limitation agreement and is reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser. The Fund has a receivable related to these reimbursable expenses from the Advisor for $15 thousand pursuant to the Fund's expense limitation agreement and is reflected on the Statement of Assets and Liabilities as Receivable from Advisor for expense limitation agreement.

As of November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	148	$	246	$	47	$	24	$	465

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

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5. Risks:

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

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

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

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

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

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 27, 2022, with a termination date of June 26, 2023. 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.

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The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 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 for six months ended November 30, 2022, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at November 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	992		4		2.86	%	$	992

*  For the six months ended November 30, 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.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

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8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the 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. Transactions in affiliated securities during the six months ended November 30, 2022, were as follows (amounts in thousands):

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
VictoryShares Emerging Markets Value Momentum ETF	$	436	$	—	$	—		$	—		$	—	$	(42	)	$	394	$	11
VictoryShares ESG Core Plus Bond ETF		15,102		628		(314	)		—			—		(764	)		14,652		253
VictoryShares USAA Core Intermediate-Term Bond ETF		59,452		2,442		(3,223	)		(467	)		—		(2,410	)		55,794		670
VictoryShares USAA Core Short-Term Bond ETF		2,712		700		—			—			—		(45	)		3,367		39
	$	77,702	$	3,770	$	(3,537	)	$	(467	)	$	—	$	(3,261	)	$	74,207	$	973

24

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	967.00	$	1,020.56	$	4.44	$	4.56		0.90	%

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

25

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

97451-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Cornerstone Aggressive Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	14
Statement of Operations	15
Statements of Changes in Net Assets	16
Financial Highlights	18
Notes to Financial Statements	20
Supplemental Information	31
Proxy Voting and Portfolio Holdings Information	31
Expense Example	31
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

November 30, 2022

(% of Net Assets)

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

**  Percentage is less than 0.05%.

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

2

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (0.0%) (a)
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47 (b)	$	24	$	22
Total Asset-Backed Securities (Cost $24)				22
Common Stocks (35.9%)
Communication Services (2.3%):
Alphabet, Inc. Class C (c)		15,663		1,589
AMC Networks, Inc. Class A (c)		2,581		52
AT&T, Inc.		66,712		1,286
Cargurus, Inc. (c)		5,433		71
Comcast Corp. Class A		19,345		709
EchoStar Corp. Class A (c)		5,280		92
iHeartMedia, Inc. Class A (c)		8,363		67
Match Group, Inc. (c)		9,088		459
Meta Platforms, Inc. Class A (c)		6,354		750
Sirius XM Holdings, Inc. (d)		150,998		980
TechTarget, Inc. (c)		1,222		56
Thryv Holdings, Inc. (c)		2,767		53
T-Mobile U.S., Inc. (c)		4,033		611
Verizon Communications, Inc.		17,857		696
World Wrestling Entertainment, Inc. Class A		2,214		177
Ziff Davis, Inc. (c)		1,799		166
ZipRecruiter, Inc. (c)		4,900		81
				7,895
Consumer Discretionary (3.1%):
AutoNation, Inc. (c)		1,691		210
AutoZone, Inc. (c)		445		1,148
Best Buy Co., Inc.		6,237		532
Crocs, Inc. (c)		1,349		136
Dick's Sporting Goods, Inc.		904		108
Dillard's, Inc. Class A (d)		251		90
Dollar General Corp.		2,155		551
Ford Motor Co.		39,347		547
General Motors Co.		14,351		582
Genuine Parts Co.		2,892		530
G-III Apparel Group Ltd. (c)		3,298		71
Graham Holdings Co. Class B		275		177
Group 1 Automotive, Inc.		879		170
Installed Building Products, Inc.		991		84
KB Home		3,436		108
Kontoor Brands, Inc.		2,786		121
Lennar Corp. Class A		6,079		534
Lowe's Cos., Inc.		3,023		643
MarineMax, Inc. (c)		2,571		85
McDonald's Corp.		2,596		708
Meritage Homes Corp. (c)		990		86
Murphy USA, Inc.		349		103
O'Reilly Automotive, Inc. (c)		1,314		1,136

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Perdoceo Education Corp. (c)		10,197	$	146
Rent-A-Center, Inc.		2,399		58
Signet Jewelers Ltd.		1,156		75
Skyline Champion Corp. (c)		1,871		97
Sonic Automotive, Inc. Class A		3,303		176
Sturm Ruger & Co., Inc.		1,219		67
Target Corp.		2,660		444
Taylor Morrison Home Corp. (c)		3,153		96
The Home Depot, Inc.		2,490		807
Thor Industries, Inc.		1,104		95
Williams-Sonoma, Inc.		1,071		125
Wingstop, Inc.		807		134
				10,780
Consumer Staples (1.8%):
Altria Group, Inc.		26,238		1,222
Coca-Cola Consolidated, Inc.		147		72
Colgate-Palmolive Co.		7,169		556
General Mills, Inc.		7,185		613
Herbalife Nutrition Ltd. (c)		3,174		56
Ingles Markets, Inc. Class A		1,679		170
National Beverage Corp.		2,597		134
Nu Skin Enterprises, Inc. Class A		1,890		79
PepsiCo, Inc.		4,142		768
Philip Morris International, Inc.		6,535		651
Sprouts Farmers Market, Inc. (c)		5,671		195
The Hershey Co.		2,510		590
Tyson Foods, Inc. Class A		8,486		562
Walgreens Boots Alliance, Inc.		13,564		563
WD-40 Co.		503		84
				6,315
Energy (2.0%):
Antero Resources Corp. (c)		3,245		119
Arch Resources, Inc. (d)		795		123
California Resources Corp.		2,829		128
Chevron Corp.		4,373		802
CNX Resources Corp. (c)		3,549		62
ConocoPhillips		5,027		621
Devon Energy Corp.		6,927		475
EOG Resources, Inc.		3,753		533
Exxon Mobil Corp.		16,864		1,878
HF Sinclair Corp.		1,112		69
Marathon Oil Corp.		16,117		494
Marathon Petroleum Corp.		4,634		564
Ovintiv, Inc.		1,384		77
PBF Energy, Inc. Class A		2,311		92
PDC Energy, Inc.		1,808		134
SM Energy Co.		2,632		113
Texas Pacific Land Corp.		39		101
Valero Energy Corp.		4,014		536

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
W&T Offshore, Inc. (c)		6,281	$	43
World Fuel Services Corp.		4,086		116
				7,080
Financials (4.9%):
Affiliated Managers Group, Inc.		832		133
AGNC Investment Corp.		6,730		67
American Express Co.		3,790		597
Annaly Capital Management, Inc.		943		20
Aon PLC Class A		1,786		551
Arch Capital Group Ltd. (c)		9,265		555
Artisan Partners Asset Management, Inc. Class A		3,252		113
Berkshire Hathaway, Inc. Class B (c)		5,655		1,802
Capital One Financial Corp.		5,262		543
Cathay General Bancorp		5,287		246
Citigroup, Inc.		12,305		596
Cohen & Steers, Inc.		1,254		83
Cullen/Frost Bankers, Inc.		561		81
Enstar Group Ltd. (c)		651		142
Essent Group Ltd.		4,995		200
FactSet Research Systems, Inc.		1,097		506
International Bancshares Corp.		4,425		233
Jefferies Financial Group, Inc.		3,408		129
JPMorgan Chase & Co.		6,650		919
Lakeland Financial Corp.		1,706		135
LPL Financial Holdings, Inc.		2,073		491
M&T Bank Corp.		3,093		526
Marsh & McLennan Cos., Inc.		3,413		591
Mercury General Corp.		2,751		100
MetLife, Inc.		7,685		589
MGIC Investment Corp.		10,620		146
Morgan Stanley		7,098		661
Mr. Cooper Group, Inc. (c)		1,621		73
MSCI, Inc.		967		491
NMI Holdings, Inc. Class A (c)		9,856		212
OneMain Holdings, Inc.		3,091		122
Pathward Financial, Inc.		3,879		169
PJT Partners, Inc. Class A		1,601		123
PROG Holdings, Inc. (c)		3,118		61
Prudential Financial, Inc.		5,190		561
Radian Group, Inc.		10,679		209
Raymond James Financial, Inc.		4,118		481
Regions Financial Corp.		21,857		507
ServisFirst Bancshares, Inc.		2,015		153
Signature Bank		3,092		431
Starwood Property Trust, Inc.		3,503		75
Stewart Information Services Corp.		2,606		115
T. Rowe Price Group, Inc.		3,729		466
The Bancorp, Inc. (c)		3,125		94
The Goldman Sachs Group, Inc.		1,680		649
The Progressive Corp.		4,496		594

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Unum Group		3,784	$	160
W.R. Berkley Corp.		7,500		572
Western Alliance Bancorp		1,248		86
				17,159
Health Care (6.4%):
AbbVie, Inc.		10,133		1,633
Alector, Inc. (c)		8,439		72
Alkermes PLC (c)		4,886		121
Amedisys, Inc. (c)		1,012		92
AmerisourceBergen Corp.		3,477		593
Amgen, Inc.		6,798		1,947
AMN Healthcare Services, Inc. (c)		1,167		144
Arcus Biosciences, Inc. (c)		4,138		146
Biogen, Inc. (c)		1,892		577
Bristol-Myers Squibb Co.		17,547		1,409
Catalyst Pharmaceuticals, Inc. (c)		7,379		124
Chemed Corp.		241		125
Cigna Corp.		4,013		1,320
Corcept Therapeutics, Inc. (c)		3,761		95
CVS Health Corp.		6,542		667
Dynavax Technologies Corp. (c) (d)		4,340		54
Elevance Health, Inc.		2,594		1,382
Eli Lilly & Co.		4,362		1,619
Emergent BioSolutions, Inc. (c)		4,242		52
Encompass Health Corp.		1,716		100
Exelixis, Inc. (c)		5,464		93
Figs, Inc. Class A (c)		10,449		82
Fulgent Genetics, Inc. (c)		2,975		108
Gilead Sciences, Inc.		7,468		656
Halozyme Therapeutics, Inc. (c)		3,864		221
Harmony Biosciences Holdings, Inc. (c)		1,039		62
IDEXX Laboratories, Inc. (c)		1,169		498
Innoviva, Inc. (c)		7,472		98
iTeos Therapeutics, Inc. (c)		3,268		66
Johnson & Johnson		5,284		941
McKesson Corp.		1,587		606
Medpace Holdings, Inc. (c)		546		115
Merck & Co., Inc.		15,101		1,663
Mettler-Toledo International, Inc. (c)		344		506
Multiplan Corp. (c) (d)		26,186		39
National HealthCare Corp.		1,863		115
Organon & Co.		2,997		78
Owens & Minor, Inc.		3,152		65
Pfizer, Inc.		16,070		806
Prestige Consumer Healthcare, Inc. (c)		1,630		100
QuidelOrtho Corp. (c)		1,363		119
Select Medical Holdings Corp.		3,411		84
SIGA Technologies, Inc. (d)		5,983		55
Syneos Health, Inc. (c)		3,557		125
Tenet Healthcare Corp. (c)		2,001		92

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
United Therapeutics Corp. (c)		568	$	159
UnitedHealth Group, Inc.		3,757		2,058
Vanda Pharmaceuticals, Inc. (c)		7,906		86
Waters Corp. (c)		1,492		517
				22,485
Industrials (4.4%):
3M Co.		4,464		562
Advanced Drainage Systems, Inc.		789		77
AGCO Corp.		683		91
Allison Transmission Holdings, Inc.		4,280		192
American Woodmark Corp. (c)		1,919		104
ArcBest Corp.		1,542		128
Atkore, Inc. (c)		1,227		150
Boise Cascade Co.		2,397		177
Builders FirstSource, Inc. (c)		1,285		82
Cadre Holdings, Inc.		1,664		43
Carlisle Cos., Inc.		2,107		554
Cintas Corp.		1,166		538
Crane Holdings Co.		472		50
Cummins, Inc.		2,205		554
EMCOR Group, Inc.		1,020		158
Fastenal Co.		9,785		504
FedEx Corp.		3,120		569
General Dynamics Corp.		4,591		1,159
Hillenbrand, Inc.		1,297		65
HNI Corp.		2,040		59
Illinois Tool Works, Inc.		2,436		554
Kelly Services, Inc. Class A		3,927		67
Kforce, Inc.		1,263		75
Lockheed Martin Corp.		3,809		1,848
ManpowerGroup, Inc.		1,586		139
Masco Corp.		9,470		481
Masonite International Corp. (c)		1,210		91
Matson, Inc.		1,516		97
MDU Resources Group, Inc.		4,288		135
MSC Industrial Direct Co., Inc.		1,964		169
Mueller Industries, Inc.		2,854		196
Northrop Grumman Corp.		1,136		606
Otis Worldwide Corp.		6,496		507
PACCAR, Inc.		10,600		1,123
Republic Services, Inc.		4,116		573
Rush Enterprises, Inc. Class A		3,008		155
Saia, Inc. (c)		401		98
Steelcase, Inc. Class A		6,952		55
The GEO Group, Inc. (c)		11,069		131
The Timken Co.		2,348		178
The Toro Co.		497		55
Trex Co., Inc. (c)		1,792		82
Triton International Ltd.		2,376		160
UFP Industries, Inc.		1,210		99

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
United Parcel Service, Inc. Class B		3,511	$	666
W.W. Grainger, Inc.		1,775		1,070
XPO Logistics, Inc. (c)		1,884		73
Zurn Elkay Water Solutions Corp.		3,312		80
				15,379
Information Technology (7.3%):
Accenture PLC Class A		2,206		664
Adeia, Inc.		5,350		59
Adobe, Inc. (c)		1,772		611
Amkor Technology, Inc.		7,375		207
Apple, Inc.		36,173		5,355
Automatic Data Processing, Inc.		2,371		626
Avid Technology, Inc. (c)		2,695		76
Badger Meter, Inc.		1,029		119
Broadcom, Inc.		1,345		741
Ciena Corp. (c)		1,738		78
Cisco Systems, Inc.		29,771		1,480
Cognizant Technology Solutions Corp. Class A		9,138		568
CSG Systems International, Inc.		2,858		177
Diodes, Inc. (c)		1,276		118
Domo, Inc. Class B (c)		5,753		82
DXC Technology Co. (c)		3,240		96
Ebix, Inc. (d)		3,276		62
Enphase Energy, Inc. (c)		1,792		575
EVERTEC, Inc.		2,999		101
Fair Isaac Corp. (c)		1,620		1,004
HP, Inc.		33,674		1,012
Intel Corp.		20,263		609
International Business Machines Corp.		8,739		1,301
Jabil, Inc.		1,708		123
Kulicke & Soffa Industries, Inc.		1,429		69
Lattice Semiconductor Corp. (c)		2,351		171
Lumentum Holdings, Inc. (c)		1,123		62
Manhattan Associates, Inc. (c)		692		87
Maximus, Inc.		1,473		104
Methode Electronics, Inc.		2,528		115
Micron Technology, Inc.		8,828		509
Microsoft Corp.		8,559		2,184
MKS Instruments, Inc.		897		75
Motorola Solutions, Inc.		2,156		587
NCR Corp. (c)		3,060		73
ON Semiconductor Corp. (c)		6,753		508
Oracle Corp.		7,943		660
Palo Alto Networks, Inc. (c)		3,215		546
Paychex, Inc.		4,363		541
Perficient, Inc. (c)		1,173		83
QUALCOMM, Inc.		4,972		629
Qualys, Inc. (c)		1,015		125
Rimini Street, Inc. (c)		14,354		60
Sanmina Corp. (c)		2,610		172

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
SPS Commerce, Inc. (c)		899	$	128
Squarespace, Inc. Class A (c)		2,495		51
Synaptics, Inc. (c)		1,196		127
Teradata Corp. (c)		1,772		61
Texas Instruments, Inc.		7,206		1,300
The Hackett Group, Inc.		4,379		101
TTEC Holdings, Inc.		1,040		50
VeriSign, Inc. (c)		2,530		506
Vishay Intertechnology, Inc.		5,421		125
				25,653
Materials (1.5%):
CF Industries Holdings, Inc.		4,529		490
Commercial Metals Co.		1,988		98
Corteva, Inc.		7,671		515
Greif, Inc. Class A		1,938		136
Huntsman Corp.		2,562		71
Louisiana-Pacific Corp.		3,324		212
LyondellBasell Industries NV Class A		6,134		522
Nucor Corp.		7,489		1,123
Reliance Steel & Aluminum Co.		702		149
Sealed Air Corp.		9,772		520
Steel Dynamics, Inc.		5,084		529
The Sherwin-Williams Co.		2,124		529
Tronox Holdings PLC		4,189		59
United States Steel Corp.		2,933		77
Warrior Met Coal, Inc.		2,556		94
				5,124
Real Estate (1.1%):
Alexandria Real Estate Equities, Inc.		378		59
American Homes 4 Rent Class A		855		28
American Tower Corp.		1,251		277
AvalonBay Communities, Inc.		376		66
Boston Properties, Inc.		400		29
Camden Property Trust		263		32
CBRE Group, Inc. Class A (c)		905		72
Crown Castle, Inc.		1,183		167
CubeSmart		2,102		87
Digital Realty Trust, Inc.		759		85
Equinix, Inc.		241		166
Equity LifeStyle Properties, Inc.		467		31
Equity Residential		958		62
Essex Property Trust, Inc.		175		39
Extra Space Storage, Inc.		360		58
First Industrial Realty Trust, Inc.		1,825		92
Franklin Street Properties Corp.		12,562		37
Gaming and Leisure Properties, Inc.		2,278		120
Healthcare Realty Trust, Inc.		1,047		22
Healthpeak Properties, Inc.		1,454		38
Host Hotels & Resorts, Inc.		1,905		36

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Innovative Industrial Properties, Inc.		536	$	65
Invitation Homes, Inc.		1,531		50
Iron Mountain, Inc.		779		42
Kimco Realty Corp.		4,921		113
LTC Properties, Inc.		1,829		72
Medical Properties Trust, Inc.		1,587		21
Mid-America Apartment Communities, Inc.		308		51
National Health Investors, Inc.		2,031		114
Office Properties Income Trust		2,774		42
Omega Healthcare Investors, Inc.		2,866		87
One Liberty Properties, Inc.		1,831		44
Prologis, Inc.		2,498		294
Public Storage		425		127
Realty Income Corp.		1,440		91
Regency Centers Corp.		412		27
Rexford Industrial Realty, Inc.		2,197		122
Ryman Hospitality Properties, Inc.		1,239		113
SBA Communications Corp.		295		88
Simon Property Group, Inc.		886		106
SITE Centers Corp.		7,123		97
SL Green Realty Corp.		1,378		58
Sun Communities, Inc.		301		44
Tejon Ranch Co. (c)		3,100		61
Terreno Realty Corp.		1,332		78
UDR, Inc.		801		33
Ventas, Inc.		1,061		49
VICI Properties, Inc.		2,835		97
Vornado Realty Trust (d)		439		11
Welltower, Inc.		1,118		79
Weyerhaeuser Co.		2,021		66
WP Carey, Inc.		480		38
Zillow Group, Inc. Class C (c)		603		23
				4,006
Utilities (1.1%):
American States Water Co.		1,937		190
Consolidated Edison, Inc.		6,047		593
DTE Energy Co.		4,379		508
Exelon Corp.		14,695		608
Montauk Renewables, Inc. (c)		4,886		59
NorthWestern Corp.		2,637		154
Otter Tail Corp.		2,371		141
Sempra Energy		3,555		591
The AES Corp.		17,822		516
UGI Corp.		12,583		486
				3,846
Total Common Stocks (Cost $102,883)				125,722

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
U.S. Treasury Obligations (0.4%)
U.S. Treasury Notes, 1.63%, 4/30/23 (e)	$	1,567	$	1,548
Total U.S. Treasury Obligations (Cost $1,572)				1,548
Exchange-Traded Funds (50.5%)
Invesco DB Commodity Index Tracking Fund (c) (d)		28,600		729
Invesco FTSE RAFI Developed Markets ex-US ETF		43,991		1,862
Invesco FTSE RAFI Emerging Markets ETF		240,641		4,348
iShares 0-5 Year TIPS Bond ETF		15,737		1,537
iShares 7-10 Year Treasury Bond ETF (d)		11,250		1,098
iShares Core MSCI EAFE ETF		103,179		6,505
iShares Core MSCI Emerging Markets ETF		73,363		3,563
iShares Core S&P 500 ETF		45,540		18,640
iShares Core US Aggregate Bond ETF		24,105		2,369
iShares iBoxx High Yield Corporate Bond ETF (d)		103,844		7,857
iShares JP Morgan USD Emerging Markets Bond ETF		17,103		1,478
iShares MSCI Canada ETF (d)		103,640		3,647
iShares MSCI International Momentum Factor ETF (d)		146,564		4,642
iShares MSCI International Quality Factor ETF		165,207		5,516
iShares Russell 2000 ETF (d)		29,459		5,520
JPMorgan BetaBuilders Canada ETF		15,061		922
Schwab Fundamental Emerging Markets Large Co. Index ETF		430,014		11,340
Schwab Fundamental International Large Co. Index ETF		829,619		25,055
Schwab Fundamental International Small Co. Index ETF		91,800		2,918
SPDR Gold Shares (c)		12,989		2,141
SPDR S&P Emerging Markets SmallCap ETF (d)		14,790		745
Vanguard FTSE All-World ex-U.S. ETF		74,796		3,882
Vanguard FTSE Developed Markets ETF		584,901		25,391
Vanguard FTSE Emerging Markets ETF		299,292		12,127
Vanguard Mortgage-Backed Securities ETF		37,883		1,746
Vanguard Real Estate ETF		19,078		1,680
Vanguard S&P 500 ETF		3,015		1,129
Vanguard Short-Term Bond ETF		80,810		6,101
Vanguard Short-Term Corporate Bond ETF		23,551		1,778
Vanguard Total Stock Market ETF		41,499		8,468
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		16,645		748
Xtrackers USD High Yield Corporate Bond ETF (d)		42,134		1,459
Total Exchange-Traded Funds (Cost $160,068)				176,941
Affiliated Exchange-Traded Funds (11.9%)
VictoryShares Emerging Markets Value Momentum ETF		16,000		645
VictoryShares ESG Core Plus Bond ETF		302,044		6,448
VictoryShares USAA Core Intermediate-Term Bond ETF		647,046		29,662
VictoryShares USAA Core Short-Term Bond ETF		103,145		5,024
Total Affiliated Exchange-Traded Funds (Cost $47,195)				41,779

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Collateral for Securities Loaned (4.6%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (f)		4,057,356	$	4,057
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (f)		4,057,356		4,058
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (f)		4,057,356		4,057
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (f)		4,057,356		4,057
Total Collateral for Securities Loaned (Cost $16,229)				16,229
Total Investments (Cost $327,971) — 103.3%				362,241
Liabilities in excess of other assets — (3.3)%				(11,677	)
NET ASSETS — 100.00%			$	350,564

At November 30, 2022, the Fund's investments in foreign securities were 32.7% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $22 thousands and amounted to less than 0.05% of net assets.

(c)  Non-income producing security.

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

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

(f)  Rate disclosed is the daily yield on November 30, 2022.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

PLC — Public Limited Company

Futures Contracts Purchased
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		91	12/16/22	$	3,387,950	$	3,754,266	$	366,316
FTSE 100 Index Futures		62	12/16/22		5,502,000		5,677,182		175,182
S&P/Toronto Stock Exchange 60 Index Futures		27	12/15/22		4,822,833		4,979,643		156,810
								$	698,308

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Cornerstone Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

Futures Contracts Sold
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
ASX SPI 200 Index Futures		22	12/15/22	$	2,587,630	$	2,727,942	$	(140,312	)
E-Mini Russell 2000 Index Futures		31	12/16/22		2,801,828		2,925,625		(123,797	)
Hang Seng Index Futures		19	12/29/22		2,146,524		2,264,349		(117,825	)
Swiss Market Index Futures		18	12/16/22		2,077,409		2,123,623		(46,214	)
Tokyo Price Index Futures		16	12/08/22		2,266,190		2,306,077		(39,887	)
								$	(468,035	)
Total unrealized appreciation								$	698,308
Total unrealized depreciation									(468,035	)
Total net unrealized appreciation (depreciation)								$	230,273

See notes to financial statements.

13

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Cornerstone Aggressive Fund
Assets:
Affiliated investments, at value (Cost $47,195)	$	41,779
Unaffiliated investments, at value (Cost $280,776)		320,462	(a)
Cash		1,481
Deposit with broker for futures contracts		3,375
Receivables:
Interest and dividends		253
Capital shares issued		100
Investments sold		815
Variation margin on open futures contracts		125
From Adviser for ETF reimbursements		29
From Adviser for expense limitation agreement		22
Prepaid expenses		10
Total Assets		368,451
Liabilities:
Payables:
Collateral received on loaned securities		16,229
Collateral received from broker for futures contract		166
Investments purchased		786
Capital shares redeemed		205
Variation margin on open futures contracts		146
Accrued expenses and other payables:
Investment advisory fees		167
Administration fees		42
Custodian fees		6
Transfer agent fees		80
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		59
Total Liabilities		17,887
Net Assets:
Capital		306,723
Total accumulated earnings/(loss)		43,841
Net Assets	$	350,564
Shares (unlimited number of shares authorized with no par value):		26,324
Net asset value, offering and redemption price per share: (c)	$	13.32

(a)  Includes $15,822 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.

14

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Cornerstone Aggressive Fund
Investment Income:
Income distributions from affiliated funds	$	509
Dividends from unaffiliated investments		3,640
Interest from unaffiliated investments		34
Securities lending (net of fees)		132
Foreign tax withholding		(1	)
Total Income		4,314
Expenses:
Investment advisory fees		1,014
Administration fees		254
Sub-Administration fees		46
Custodian fees		12
Transfer agent fees		503
Trustees' fees		24
Compliance fees		2
Legal and audit fees		35
State registration and filing fees		17
Other expenses		49
Total Expenses		1,956
Expenses waived/reimbursed by Adviser		(97	)
Net Expenses		1,859
Net Investment Income (Loss)		2,455
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from unaffiliated investment securities and foreign currency transactions		(5,178	)
Net realized gains (losses) from futures contracts		510
Net change in unrealized appreciation/depreciation on affiliated funds		(1,679	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities and foreign currency translations		(2,664	)
Net change in unrealized appreciation/depreciation on futures contracts		244
Net realized/unrealized gains (losses) on investments		(8,767	)
Change in net assets resulting from operations	$	(6,312	)

See notes to financial statements.

15

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Aggressive Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	2,455		$	4,301
Net realized gains (losses)		(4,668	)		20,815
Net change in unrealized appreciation/depreciation		(4,099	)		(39,461	)
Change in net assets resulting from operations		(6,312	)		(14,345	)
Change in net assets resulting from distributions to shareholders		—			(31,884	)
Change in net assets resulting from capital transactions		(4,207	)		19,816
Change in net assets		(10,519	)		(26,413	)
Net Assets:
Beginning of period		361,083			387,496
End of period	$	350,564		$	361,083
Capital Transactions:
Proceeds from shares issued	$	14,668		$	46,933
Distributions reinvested		—			31,825
Cost of shares redeemed		(18,875	)		(58,942	)
Change in net assets resulting from capital transactions	$	(4,207	)	$	19,816
Share Transactions:
Issued		1,154			3,145
Reinvested		—			2,151
Redeemed		(1,483	)		(3,957	)
Change in Shares		(329	)		1,339

See notes to financial statements.

16

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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			Net Realized Gains from Investments
USAA Cornerstone Aggressive Fund
Six Months Ended November 30, 2022 (Unaudited)	$	13.55		0.09	(f)		(0.32	)		(0.23	)		—			—
Year Ended May 31: 2022	$	15.31		0.17	(f)		(0.66	)		(0.49	)		(0.17	)		(1.10	)
2021	$	11.74		0.12	(f)		3.71			3.83			(0.18	)		(0.08	)
2020	$	11.73		0.20	(f)		0.03			0.23			(0.15	)		(0.07	)
2019	$	12.81		0.15			(0.57	)		(0.42	)		(0.18	)		(0.48	)
2018	$	12.57		0.16			0.94			1.10			(0.14	)		(0.72	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

18

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Cornerstone Aggressive Fund
Six Months Ended November 30, 2022 (Unaudited)		—		$	13.32		(1.70	)%		1.10	%		1.45	%		1.16	%	$	350,564		37	%
Year Ended May 31: 2022		(1.27	)	$	13.55		(3.84	)%		1.10	%		1.11	%		1.12	%	$	361,083		43	%
2021		(0.26	)	$	15.31		32.91	%		1.10	%		0.88	%		1.17	%	$	387,496		64	%
2020		(0.22	)	$	11.74		1.78	%		1.10	%		1.68	%		1.18	%	$	343,560		90	%
2019		(0.66	)	$	11.73		(3.04	)%		1.10	%		1.54	%		1.24	%	$	351,410		95	%(g)
2018		(0.86	)	$	12.81		8.85	%		1.10	%		1.18	%		1.25	%	$	344,768		65	%

See notes to financial statements.

19

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Cornerstone Aggressive Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of November 30, 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
Asset-Backed Securities	$	—		$	22	$	—	$	22
Common Stocks		125,722			—		—		125,722
U.S. Treasury Obligations		—			1,548		—		1,548
Exchange-Traded Funds		176,941			—		—		176,941
Affiliated Exchange-Traded Funds		41,779			—		—		41,779
Collateral for Securities Loaned		16,229			—		—		16,229
Total	$	360,671		$	1,570	$	—	$	362,241
Other Financial Investments*
Assets:
Futures Contracts	$	698		$	—	$	—	$	698
Liabilities:
Futures Contracts	$	(468	)	$	—	$	—	$	(468	)
Total	$	230		$	—	$	—	$	230

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

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

21

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

Mortgage- and Asset-Backed Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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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 and Collateral received from 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 six months ended November 30, 2022, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2022 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	698	$	468

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

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 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	$	510	$	244

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan			Non-Cash Collateral		Cash Collateral
$	16,104	(a)	$	—	$	16,229

(a)  Includes $282 thousand of securities on loan that were sold prior to November 30, 2022.

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 unaffiliated 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 unaffiliated 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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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 May 31.

For the six months ended November 30, 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 under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the six months ended November 30, 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)
$	—	$	44	$	(3	)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	122,239	$	122,407	$	—	$	68

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 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 six months ended November 30, 2022, are reflected on the Statement of Operations as Custodian fees.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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The Adviser has entered into an expense limitation agreement with the Fund until at least September 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limit. As of November 30, 2022, the expense limit (excluding voluntary waivers) was 01.10%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's advisory fee is reimbursed by VCM that to the extent of the indirect advisory fee incurred through the Fund's proportional investment in the affiliated ETFs. These affiliated ETF advisory fee reimbursements are not available for recoupment. For the six months ended November 30, 2022, the Fund incurred reimbursable expense of $97 thousand, of which $59 thousand consisted of affiliated ETF Adviser for reimbursement and is reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser. The Fund has a receivable related to these reimbursable expenses from the Advisor for $29 thousand, pursuant to the Fund's expense limitation agreement and is reflected on the Statement of Assets and Liabilities as Receivable from Advisor for ETF reimbursements.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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. For the six months ended November 30, 2022, the Fund incurred reimbursable expenses, of which $38 thousand consisted of reimbursements for expense limitation agreement and is reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser. The Fund has a receivable related to these reimbursable expenses from the Advisor for $22 thousand pursuant to the Fund's expense limitation agreement and is reflected on the Statement of Assets and Liabilities as Receivable from Advisor for expense limitation agreement.

As of November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	167	$	236	$	—	$	38	$	441

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

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

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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

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

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. Interest charged to the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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The Fund had no borrowings under the Line of Credit agreement during the six months ended November 30, 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 six months ended November 30, 2022.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the SEC by each such underlying fund semi-annually on Form N-CSR and are available for

29

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

download from both the SEC's as well as each respective underlying fund's website. Transactions in affiliated securities during the six months ended November 30, 2022, were as follows (amounts in thousands):

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)		Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
VictoryShares Emerging Markets Value Momentum ETF	$	714	$	—	$	—		$	—	$	—	$	(69	)	$	645	$	19
VictoryShares ESG Core Plus Bond ETF		6,641		286		(143	)		—		—		(336	)		6,448		111
VictoryShares USAA Core Intermediate-Term Bond ETF		26,922		4,381		(458	)		—		—		(1,183	)		29,662		312
VictoryShares USAA Core Short-Term Bond ETF		5,115		—		—			—		—		(91	)		5,024		67
	$	39,392	$	4,667	$	(601	)	$	—	$	—	$	(1,679	)	$	41,779	$	509

30

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	983.00	$	1,019.55	$	5.47	$	5.57		1.10	%

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

31

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

97452-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Cornerstone Conservative Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	10
Supplemental Information	18
Proxy Voting and Portfolio Holdings Information	18
Expense Example	18
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Cornerstone Conservative Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Holdings*:

November 30, 2022

(% of Net Assets)

USAA Intermediate-Term Bond Fund Institutional Shares	19.1	%
VictoryShares USAA Core Short-Term Bond ETF	15.5	%
USAA Government Securities Fund Institutional Shares	15.1	%
USAA Income Fund Institutional Shares	9.2	%
VictoryShares USAA Core Intermediate-Term Bond ETF	7.3	%
USAA High Income Fund Institutional Shares	5.4	%
USAA 500 Index Fund Reward Shares	4.8	%
USAA International Fund Institutional Shares	3.5	%
USAA Short-Term Bond Fund Institutional Shares	3.1	%
VictoryShares US Value Momentum ETF	2.6	%

Asset Allocation*:

November 30, 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.

2

USAA Mutual Funds Trust
USAA Cornerstone Conservative Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (29.5%)
VictoryShares Emerging Markets Value Momentum ETF		67,940	$	2,739
VictoryShares International Value Momentum ETF		113,561		4,744
VictoryShares US Small Mid Cap Value Momentum ETF		18,550		1,243
VictoryShares US Value Momentum ETF		81,189		5,389
VictoryShares USAA Core Intermediate-Term Bond ETF		334,133		15,317
VictoryShares USAA Core Short-Term Bond ETF		669,201		32,598
Total Affiliated Exchange-Traded Funds (Cost $63,944)				62,030
Affiliated Mutual Funds (70.3%)
USAA 500 Index Fund Reward Shares		191,905		10,144
USAA Emerging Markets Fund Institutional Shares		120,040		2,183
USAA Government Securities Fund Institutional Shares		3,602,596		31,811
USAA Growth Fund Institutional Shares		59,004		1,556
USAA High Income Fund Institutional Shares		1,706,265		11,381
USAA Income Fund Institutional Shares		1,729,631		19,372
USAA Income Stock Fund Institutional Shares		91,271		1,790
USAA Intermediate-Term Bond Fund Institutional Shares		4,459,364		40,313
USAA International Fund Institutional Shares		314,618		7,412
USAA Nasdaq-100 Index Fund R6 Shares		47,363		1,515
USAA Precious Metals and Minerals Fund Institutional Shares		61,676		1,020
USAA Short-Term Bond Fund Institutional Shares		750,790		6,539
USAA Small Cap Stock Fund Institutional Shares		101,426		1,323
USAA Target Managed Allocation Fund		581,717		5,381
USAA Value Fund Institutional Shares		101,192		1,845
Victory Market Neutral Income Fund Class I		498,539		4,492
Total Affiliated Mutual Funds (Cost $158,771)				148,077
Total Investments (Cost $222,715) — 99.8%				210,107
Other assets in excess of liabilities — 0.2%				482
NET ASSETS — 100.00%			$	210,589

At November 30, 2022, the Fund's investments in foreign securities were 8.1% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

3

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Cornerstone Conservative Fund
Assets:
Affiliated investments, at value (Cost $222,715)	$	210,107
Cash		535
Receivables:
Capital shares issued		19
From Adviser		9
Prepaid expenses		9
Total Assets		210,679
Liabilities:
Payables:
Capital shares redeemed		46
Accrued expenses and other payables:
Custodian fees		2
Compliance fees		—	(a)
Trustees' fees		1
Other accrued expenses		41
Total Liabilities		90
Net Assets:
Capital		219,914
Total accumulated earnings/(loss)		(9,325	)
Net Assets	$	210,589
Shares (unlimited number of shares authorized with no par value):		20,459
Net asset value, offering and redemption price per share: (b)	$	10.29

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.

4

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Cornerstone Conservative Fund
Investment Income:
Income distributions from affiliated funds	$	2,877
Interest from unaffiliated investments		3
Securities lending (net of fees)		1
Total Income		2,881
Expenses:
Sub-Administration fees		9
Custodian fees		3
Trustees' fees		24
Compliance fees		1
Printing fees		18
Legal and audit fees		32
State registration and filing fees		25
Interfund lending fees		—	(a)
Other expenses		14
Total Expenses		126
Expenses waived/reimbursed by Adviser		(20	)
Net Expenses		106
Net Investment Income (Loss)		2,775
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(878	)
Net change in unrealized appreciation/depreciation on affiliated funds		(8,057	)
Net realized/unrealized gains (losses) on investments		(8,935	)
Change in net assets resulting from operations	$	(6,160	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

5

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Conservative Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	2,775		$	6,515
Net realized gains (losses)		(878	)		4,004
Net change in unrealized appreciation/depreciation		(8,057	)		(25,778	)
Change in net assets resulting from operations		(6,160	)		(15,259	)
Change in net assets resulting from distributions to shareholders		(2,459	)		(9,581	)
Change in net assets resulting from capital transactions		(3,929	)		4,027
Change in net assets		(12,548	)		(20,813	)
Net Assets:
Beginning of period		223,137			243,950
End of period	$	210,589		$	223,137
Capital Transactions:
Proceeds from shares issued	$	15,188		$	60,512
Distributions reinvested		2,442			9,518
Cost of shares redeemed		(21,559	)		(66,003	)
Change in net assets resulting from capital transactions	$	(3,929	)	$	4,027
Share Transactions:
Issued		1,482			5,222
Reinvested		240			819
Redeemed		(2,115	)		(5,759	)
Change in Shares		(393	)		282

See notes to financial statements.

6

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7

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Cornerstone Conservative Fund
Six Months Ended November 30, 2022 (Unaudited)	$	10.70		0.13	(f)		(0.42	)		(0.29	)		(0.12	)		—
Year Ended May 31: 2022	$	11.86		0.31	(f)		(1.01	)		(0.70	)		(0.31	)		(0.15	)
2021	$	10.96		0.30	(f)		1.03			1.33			(0.31	)		(0.12	)
2020	$	10.72		0.32	(f)		0.25			0.57			(0.33	)		—
2019	$	10.64		0.32			0.08			0.40			(0.32	)		—
2018	$	10.76		0.30			(0.11	)		0.19			(0.31	)		—

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

8

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Cornerstone Conservative Fund
Six Months Ended November 30, 2022 (Unaudited)		(0.12	)	$	10.29		(2.71	)%		0.10	%		2.60	%		0.12	%	$	210,589		1	%
Year Ended May 31: 2022		(0.46	)	$	10.70		(6.19	)%		0.08	%		2.68	%		0.08	%	$	223,137		11	%
2021		(0.43	)	$	11.86		12.28	%		0.10	%		2.61	%		0.10	%	$	243,950		15	%
2020		(0.33	)	$	10.96		5.45	%		0.09	%		2.92	%		0.10	%	$	205,950		8	%
2019		(0.32	)	$	10.72		3.84	%		0.10	%		2.99	%		0.12	%	$	193,265		22	%
2018		(0.31	)	$	10.64		1.79	%		0.10	%		2.87	%		0.12	%	$	196,292		5	%

See notes to financial statements.

9

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Cornerstone Conservative Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act. The Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds ("ETFs") managed by the Fund's Adviser, Victory Capital Management Inc. ("VCM" or the "Adviser"), an affiliate of the Fund. 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 may rely on various exemptions contained in the 1940 Act and in exemptive rules or orders thereunder issued by the Securities and Exchange Commission ("SEC") that permit funds, subject to certain conditions, to invest in one or more ETFs and certain other types of investment companies in amounts that exceed limits set forth in the 1940 Act that would otherwise be applicable.

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 (unadjusted) in active markets for identical securities

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

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

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

The Adviser, acting as the valuation designee has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees' (the "Board") oversight, the Committee

10

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 ETFs, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

Investments in the underlying affiliated Funds and other open-end investment companies, other than ETFs, are valued at their net asset value ("NAV") at the end of each business day. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of November 30, 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
Affiliated Exchange-Traded Funds	$	62,030	$	—	$	—	$	62,030
Affiliated Mutual Funds		148,077		—		—		148,077
Total	$	210,107	$	—	$	—	$	210,107

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

Investment Transactions and Related Income:

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

11

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund 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.

As of November 30, 2022, the Fund did not have any securities on loan.

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 May 31.

For the six months ended November 30, 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.

12

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	2,700	$	6,114

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

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

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

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 does not receive any fees from the Fund for these services.

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

Distributor/Underwriting Services:

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

13

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 September 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limit. As of November 30, 2022, the expense limit (excluding voluntary waivers) was 0.10%.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2026		Total
$	20	$	20

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

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

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

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

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

ETF Risk — The Fund may invest in shares of ETFs, which generally are registered investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees operating expenses, registration fees, and marketing expenses, a proportionate share of which would be indirectly borne by the Fund. As a result, an investment by the Fund in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, performance may be lower than if the Fund were to invest directly in the securities underlying the ETF. In addition, the Fund will be indirectly exposed to all of the risk of securities 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.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 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.

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

The average borrowing or lending for the days outstanding and average interest rate for the Fund for six months ended November 30, 2022, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at November 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	1,243		1		3.58	%	$	1,243

*  For the six months ended November 30, 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.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the 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. Transactions in affiliated securities during the six months ended November 30, 2022, were as follows (amounts in thousands):

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
USAA 500 Index Fund Reward Shares	$	9,498	$	713	$	—		$	—		$	—	$	(67	)	$	10,144	$	68
USAA Emerging Markets Fund Institutional Shares		2,397		—		—			—			—		(214	)		2,183		—
USAA Government Securities Fund Institutional Shares		33,143		423		(432	)		(40	)		—		(1,283	)		31,811		370
USAA Growth Fund Institutional Shares		1,584		—		—			—			—		(28	)		1,556		—

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
USAA High Income Fund Institutional Shares	$	11,702	$	340	$	—		$	—		$	—	$	(661	)	$	11,381	$	340
USAA Income Fund Institutional Shares		25,719		361		(5,276	)		(886	)		—		(546	)		19,372		361
USAA Income Stock Fund Institutional Shares		1,942		20		(202	)		52			—		(22	)		1,790		20
USAA Intermediate-Term Bond Fund Institutional Shares		41,913		642		—			—			—		(2,242	)		40,313		706
USAA International Fund Institutional Shares		7,592		—		—			—			—		(180	)		7,412		—
USAA NASDAQ-100 Index Fund R6 Shares		1,588		—		—			—			—		(73	)		1,515		—
USAA Precious Metals and Minerals Fund Institutional Shares		1,143		—		—			—			—		(123	)		1,020		—
USAA Short-Term Bond Fund Institutional Shares		6,564		94		—			—			—		(119	)		6,539		82
USAA Small Cap Stock Fund Institutional Shares		1,293		—		—			—			—		30			1,323		—
USAA Target Managed Allocation Fund		5,689		—		—			—			—		(308	)		5,381		—
USAA Value Fund Institutional Shares		2,057		—		(204	)		(4	)		—		(4	)		1,845		—
Victory Market Neutral Income Fund Class I		4,689		107		—			—			—		(304	)		4,492		107
VictoryShares Emerging Markets Value Momentum ETF		3,030		—		—			—			—		(291	)		2,739		79
VictoryShares International Value Momentum ETF		5,063		—		—			—			—		(319	)		4,744		76
VictoryShares US Small Mid Cap Value Momentum ETF		1,228		—		—			—			—		15			1,243		7
VictoryShares US Value Momentum ETF		5,364		—		—			—			—		25			5,389		45
VictoryShares USAA Core Intermediate-Term Bond ETF		16,072		—		—			—			—		(755	)		15,317		180
VictoryShares USAA Core Short-Term Bond ETF		33,186		—		—			—			—		(588	)		32,598		436
	$	222,456	$	2,700	$	(6,114	)	$	(878	)	$	—	$	(8,057	)	$	210,107	$	2,877

17

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	972.90	$	1,024.57	$	0.49	$	0.51		0.10	%

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

18

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

97450-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Cornerstone Equity Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	10
Supplemental Information	18
Proxy Voting and Portfolio Holdings Information	18
Expense Example	18
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Cornerstone Equity Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation over the long term.

Top 10 Holdings*:

November 30, 2022

(% of Net Assets)

USAA 500 Index Fund Reward Shares	20.8	%
USAA International Fund Institutional Shares	15.2	%
VictoryShares US Value Momentum ETF	13.4	%
VictoryShares International Value Momentum ETF	11.5	%
USAA Target Managed Allocation Fund	6.6	%
VictoryShares Emerging Markets Value Momentum ETF	5.3	%
USAA Emerging Markets Fund Institutional Shares	4.8	%
USAA Income Stock Fund Institutional Shares	4.2	%
VictoryShares Westend US Sector ETF	4.0	%
USAA Nasdaq-100 Index Fund R6 Shares	4.0	%

Asset Allocation*:

November 30, 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.

2

USAA Mutual Funds Trust
USAA Cornerstone Equity Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (37.6%)
VictoryShares Emerging Markets Value Momentum ETF		266,858	$	10,757
VictoryShares International Value Momentum ETF		555,112		23,190
VictoryShares US Small Mid Cap Value Momentum ETF (a)		100,558		6,740
VictoryShares US Value Momentum ETF		405,692		26,926
VictoryShares Westend US Sector ETF (a)		285,542		8,026
Total Affiliated Exchange-Traded Funds (Cost $73,224)				75,639
Affiliated Mutual Funds (62.1%)
USAA 500 Index Fund Reward Shares		790,405		41,781
USAA Emerging Markets Fund Institutional Shares		527,327		9,592
USAA Growth Fund Institutional Shares		117,837		3,109
USAA Income Stock Fund Institutional Shares		429,614		8,425
USAA International Fund Institutional Shares		1,301,236		30,657
USAA Nasdaq-100 Index Fund R6 Shares		249,186		7,971
USAA Precious Metals and Minerals Fund Institutional Shares		44,305		733
USAA Small Cap Stock Fund Institutional Shares		416,784		5,435
USAA Target Managed Allocation Fund		1,425,755		13,188
USAA Value Fund Institutional Shares		224,889		4,100
Total Affiliated Mutual Funds (Cost $110,681)				124,991
Collateral for Securities Loaned (0.4%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (b)		190,813		191
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (b)		190,813		190
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (b)		190,813		191
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (b)		190,813		191
Total Collateral for Securities Loaned (Cost $763)				763
Total Investments (Cost $184,668) — 100.1%				201,393
Liabilities in excess of other assets — (0.1)%				(206	)
NET ASSETS — 100.00%			$	201,187

At November 30, 2022, the Fund's investments in foreign securities were 36.9% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Rate disclosed is the daily yield on November 30, 2022.

ETF — Exchange-Traded Fund

See notes to financial statements.

3

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Cornerstone Equity Fund
Assets:
Affiliated investments, at value (Cost $183,905)	$	200,630	(a)
Unaffiliated investments, at value (Cost $763)		763
Cash		572
Receivables:
Interest		2
Capital shares issued		103
From Adviser		10
Prepaid expenses		8
Total Assets		202,088
Liabilities:
Payables:
Collateral received on loaned securities		763
Capital shares redeemed		92
Accrued expenses and other payables:
Custodian fees		2
Compliance fees		—	(b)
Trustees' fees		1
Other accrued expenses		43
Total Liabilities		901
Net Assets:
Capital		174,056
Total accumulated earnings/(loss)		27,131
Net Assets	$	201,187
Shares (unlimited number of shares authorized with no par value):		13,182
Net asset value, offering and redemption price per share: (c)	$	15.26

(a)  Includes $758 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.

4

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Cornerstone Equity Fund
Investment Income:
Income distributions from affiliated funds	$	1,327
Interest from unaffiliated investments		2
Securities lending (net of fees)		18
Total Income		1,347
Expenses:
Sub-Administration fees		9
Custodian fees		3
Trustees' fees		24
Compliance fees		1
Printing fees		22
Legal and audit fees		32
State registration and filing fees		15
Other expenses		13
Total Expenses		119
Expenses waived/reimbursed by Adviser		(23	)
Net Expenses		96
Net Investment Income (Loss)		1,251
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated funds		22
Net change in unrealized appreciation/depreciation on affiliated funds		(5,760	)
Net realized/unrealized gains (losses) on investments		(5,738	)
Change in net assets resulting from operations	$	(4,487	)

See notes to financial statements.

5

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Equity Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	1,251		$	6,930
Net realized gains (losses)		22			10,451
Net change in unrealized appreciation/depreciation		(5,760	)		(31,549	)
Change in net assets resulting from operations		(4,487	)		(14,168	)
Change in net assets resulting from distributions to shareholders		—			(10,625	)
Change in net assets resulting from capital transactions		(2,235	)		466
Change in net assets		(6,722	)		(24,327	)
Net Assets:
Beginning of period		207,909			232,236
End of period	$	201,187		$	207,909
Capital Transactions:
Proceeds from shares issued	$	8,639		$	27,268
Distributions reinvested		—			10,602
Cost of shares redeemed		(10,874	)		(37,404	)
Change in net assets resulting from capital transactions	$	(2,235	)	$	466
Share Transactions:
Issued		599			1,585
Reinvested		—			608
Redeemed		(754	)		(2,174	)
Change in Shares		(155	)		19

See notes to financial statements.

6

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7

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Cornerstone Equity Fund
Six Months Ended November 30, 2022 (Unaudited)	$	15.59		0.09	(f)		(0.42	)		(0.33	)		—			—
Year Ended May 31: 2022	$	17.44		0.52	(f)		(1.56	)		(1.04	)		(0.59	)		(0.22	)
2021	$	13.28		0.27	(f)		5.16			5.43			(0.20	)		(1.07	)
2020	$	13.90		0.34	(f)		(0.24	)		0.10			(0.32	)		(0.40	)
2019	$	15.49		0.26			(0.99	)		(0.73	)		(0.25	)		(0.61	)
2018	$	14.31		0.22			1.26			1.48			(0.22	)		(0.08	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

(g)  Reflects increased usage of quantitative investment strategies.

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

See notes to financial statements.

8

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Cornerstone Equity Fund
Six Months Ended November 30, 2022 (Unaudited)		—		$	15.26		(2.12	)%		0.10	%		1.30	%		0.12	%	$	201,187		5	%
Year Ended May 31: 2022		(0.81	)	$	15.59		(6.41	)%		0.09	%		3.04	%		0.09	%	$	207,909		12	%
2021		(1.27	)	$	17.44		42.26	%		0.10	%		1.74	%		0.11	%	$	232,236		5	%
2020		(0.72	)	$	13.28		0.14	%		0.10	%		2.38	%		0.10	%	$	191,013		6	%
2019		(0.86	)	$	13.90		(4.35	)%		0.10	%		1.79	%		0.13	%	$	202,288		11	%(g)
2018		(0.30	)	$	15.49		10.32	%		0.10	%		1.46	%		0.13	%	$	200,186		38	%(h)

See notes to financial statements.

9

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Cornerstone Equity Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act. The Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds ("ETFs") managed by the Fund's Adviser, Victory Capital Management Inc. ("VCM" or the "Adviser"), an affiliate of the Fund. 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 may rely on various exemptions contained in the 1940 Act and in exemptive rules or orders thereunder issued by the Securities and Exchange Commission ("SEC") that permit funds, subject to certain conditions, to invest in one or more ETFs and certain other types of investment companies in amounts that exceed limits set forth in the 1940 Act that would otherwise be applicable.

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 (unadjusted) in active markets for identical securities

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

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

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

The Adviser, acting as the valuation designee 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.

10

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

Investments in the underlying affiliated Funds and other open-end investment companies, other than ETFs, are valued at their net asset value ("NAV") at the end of each business day. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of November 30, 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
Affiliated Exchange-Traded Funds	$	75,639	$	—	$	—	$	75,639
Affiliated Mutual Funds		124,991		—		—		124,991
Collateral for Securities Loaned		763		—		—		763
Total	$	201,393	$	—	$	—	$	201,393

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

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

11

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	758	$	—	$	763

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 May 31.

For the six months ended November 30, 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.

12

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Allocations:

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	10,171	$	11,040

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

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

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

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 does not receive any fees from the Fund for these services.

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

13

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 September 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limit. As of November 30, 2022, the expense limit (excluding voluntary waivers) was 0.10%.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2026		Total
$	23	$	23

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

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

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

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Equity Risk — The Fund may invest in underlying affiliated funds that invest in equity securities. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general 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.

ETF Risk — The Fund may invest in shares of ETFs, which generally are registered investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees operating expenses, registration fees, and marketing expenses, a proportionate share of which would be indirectly borne by the Fund. As a result, an investment by the Fund in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, performance may be lower than if the Fund were to invest directly in the securities underlying the ETF. In addition, the Fund will be indirectly exposed to all of the risk of securities 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.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 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

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 six months ended November 30, 2022.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the 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. Transactions in affiliated securities during the six months ended November 30, 2022, were as follows (amounts in thousands):

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
USAA 500 Index Fund Reward Shares	$	42,772	$	292	$	(823	)	$	(83	)	$	—	$	(377	)	$	41,781	$	292
USAA NASDAQ-100 Index Fund R6 Shares		7,275		1,000		—			—			—		(304	)		7,971		—
VictoryShares WestEnd US Sector ETF		—		7,440		—			—			—		586			8,026		—
USAA Emerging Markets Fund Institutional Shares		10,418		518		(380	)		(148	)		—		(816	)		9,592		—

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
USAA Growth Fund Institutional Shares	$	7,936	$	—	$	(4,325	)	$	249		$	—	$	(751	)	$	3,109	$	—
USAA Income Stock Fund Institutional Shares		9,232		92		(1,019	)		62			—		58			8,425		92
USAA International Fund Institutional Shares		30,529		829		—			—			—		(701	)		30,657		—
USAA Precious Metals and Minerals Fund Institutional Shares		821		—		—			—			—		(88	)		733		—
USAA Small Cap Stock Fund Institutional Shares		5,314		—		—			—			—		121			5,435		—
USAA Target Managed Allocation Fund		13,944		—		—			—			—		(756	)		13,188		—
USAA Value Fund Institutional Shares		8,882		—		(4,493	)		(58	)		—		(231	)		4,100		—
VictoryShares Emerging Markets Value Momentum ETF		11,900		—		—			—			—		(1,143	)		10,757		310
VictoryShares International Value Momentum ETF		24,749		—		—			—			—		(1,559	)		23,190		372
VictoryShares US Small Mid Cap Value Momentum ETF		6,659		—		—			—			—		81			6,740		36
VictoryShares US Value Momentum ETF		26,806		—		—			—			—		120			26,926		225
	$	207,237	$	10,171	$	(11,040	)	$	22		$	—	$	(5,760	)	$	200,630	$	1,327

17

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	978.80	$	1,024.57	$	0.50	$	0.51		0.10	%

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

18

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

97453-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Cornerstone Moderate Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	10
Statement of Operations	11
Statements of Changes in Net Assets	12
Financial Highlights	14
Notes to Financial Statements	16
Supplemental Information	26
Proxy Voting and Portfolio Holdings Information	26
Expense Example	26
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high total return.

Asset Allocation*:

November 30, 2022

(% of Net Assets)

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

**  Percentage is less than 0.05%

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

2

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (0.0%) (a)
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47 (b)	$	251	$	236
Total Asset-Backed Securities (Cost $251)				236
Common Stocks (18.2%)
Communication Services (1.2%):
Alphabet, Inc. Class C (c)		29,689		3,012
AT&T, Inc.		126,445		2,438
Comcast Corp. Class A		36,667		1,344
Match Group, Inc. (c)		17,225		871
Meta Platforms, Inc. Class A (c)		12,044		1,422
Sirius XM Holdings, Inc. (d)		286,200		1,857
T-Mobile U.S., Inc. (c)		7,645		1,158
Verizon Communications, Inc.		33,847		1,319
				13,421
Consumer Discretionary (1.4%):
AutoZone, Inc. (c)		844		2,177
Best Buy Co., Inc.		11,841		1,010
Dollar General Corp.		4,086		1,045
Ford Motor Co.		74,577		1,037
General Motors Co.		27,244		1,105
Genuine Parts Co.		5,481		1,005
Lennar Corp. Class A		11,995		1,053
Lowe's Cos., Inc.		5,731		1,218
McDonald's Corp.		4,921		1,342
O'Reilly Automotive, Inc. (c)		2,494		2,156
Target Corp.		5,043		842
The Home Depot, Inc.		4,721		1,530
				15,520
Consumer Staples (1.0%):
Altria Group, Inc.		49,732		2,316
Colgate-Palmolive Co.		13,589		1,053
General Mills, Inc.		13,620		1,162
PepsiCo, Inc.		7,852		1,457
Philip Morris International, Inc.		12,387		1,234
The Hershey Co.		4,758		1,119
Tyson Foods, Inc. Class A		16,084		1,066
Walgreens Boots Alliance, Inc.		25,750		1,069
				10,476
Energy (1.0%):
Chevron Corp.		8,289		1,519
ConocoPhillips		9,528		1,177
Devon Energy Corp.		13,131		900
EOG Resources, Inc.		7,114		1,010
Exxon Mobil Corp.		32,015		3,564
Marathon Oil Corp.		30,549		936

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Marathon Petroleum Corp.		8,797	$	1,071
Valero Energy Corp.		7,609		1,017
				11,194
Financials (2.4%):
American Express Co.		7,183		1,132
Annaly Capital Management, Inc.		1,754		38
Aon PLC Class A		3,371		1,039
Arch Capital Group Ltd. (c)		17,560		1,052
Berkshire Hathaway, Inc. Class B (c)		10,719		3,415
Capital One Financial Corp.		9,975		1,030
Citigroup, Inc.		23,324		1,129
FactSet Research Systems, Inc.		2,083		961
JPMorgan Chase & Co.		12,606		1,742
LPL Financial Holdings, Inc.		3,929		930
M&T Bank Corp.		5,862		997
Marsh & McLennan Cos., Inc.		6,469		1,120
MetLife, Inc.		14,567		1,117
Morgan Stanley		13,317		1,239
MSCI, Inc.		1,837		933
Prudential Financial, Inc.		9,838		1,063
Raymond James Financial, Inc.		7,819		914
Regions Financial Corp.		41,046		953
Signature Bank		5,861		818
T. Rowe Price Group, Inc.		6,989		873
The Goldman Sachs Group, Inc.		3,184		1,229
The Progressive Corp.		8,481		1,121
W.R. Berkley Corp.		14,216		1,084
				25,929
Health Care (3.4%):
AbbVie, Inc.		19,206		3,096
AmerisourceBergen Corp.		6,590		1,125
Amgen, Inc.		12,885		3,690
Biogen, Inc. (c)		3,586		1,094
Bristol-Myers Squibb Co.		33,258		2,670
Cigna Corp.		7,619		2,506
CVS Health Corp.		12,401		1,263
Elevance Health, Inc.		4,917		2,620
Eli Lilly & Co.		8,269		3,068
Gilead Sciences, Inc.		14,156		1,243
IDEXX Laboratories, Inc. (c)		2,219		945
Johnson & Johnson		10,015		1,783
McKesson Corp.		3,008		1,148
Merck & Co., Inc.		28,622		3,152
Mettler-Toledo International, Inc. (c)		653		960
Pfizer, Inc.		30,459		1,527
UnitedHealth Group, Inc.		7,122		3,901
Waters Corp. (c)		2,829		981
				36,772

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Industrials (2.1%):
3M Co.		8,461	$	1,066
Carlisle Cos., Inc.		3,993		1,051
Cintas Corp.		2,211		1,021
Cummins, Inc.		4,179		1,049
Fastenal Co.		18,548		955
FedEx Corp.		5,914		1,078
General Dynamics Corp.		8,703		2,196
Illinois Tool Works, Inc.		4,488		1,021
Lockheed Martin Corp.		7,232		3,509
Masco Corp.		17,950		911
Northrop Grumman Corp.		2,154		1,149
Otis Worldwide Corp.		12,312		961
PACCAR, Inc.		20,092		2,128
Republic Services, Inc.		7,802		1,087
United Parcel Service, Inc. Class B		6,655		1,263
W.W. Grainger, Inc.		3,366		2,030
				22,475
Information Technology (3.9%):
Accenture PLC Class A		4,183		1,259
Adobe, Inc. (c)		3,359		1,159
Apple, Inc.		68,563		10,149
Automatic Data Processing, Inc.		4,495		1,187
Broadcom, Inc.		2,549		1,405
Cisco Systems, Inc.		56,428		2,806
Cognizant Technology Solutions Corp. Class A		17,320		1,078
Enphase Energy, Inc. (c)		3,397		1,089
Fair Isaac Corp. (c)		3,071		1,903
HP, Inc.		63,826		1,917
Intel Corp.		38,408		1,155
International Business Machines Corp.		16,564		2,466
Micron Technology, Inc.		16,760		966
Microsoft Corp.		16,222		4,139
Motorola Solutions, Inc.		4,086		1,112
ON Semiconductor Corp. (c)		12,800		963
Oracle Corp.		15,303		1,271
Palo Alto Networks, Inc. (c)		6,094		1,035
Paychex, Inc.		8,270		1,026
QUALCOMM, Inc.		9,424		1,192
Texas Instruments, Inc.		13,659		2,465
VeriSign, Inc. (c)		4,796		958
				42,700
Materials (0.7%):
CF Industries Holdings, Inc.		8,585		929
Corteva, Inc.		14,563		978
LyondellBasell Industries NV Class A		11,645		990
Nucor Corp.		14,346		2,151

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Sealed Air Corp.		18,522	$	986
Steel Dynamics, Inc.		9,637		1,001
The Sherwin-Williams Co.		4,032		1,005
				8,040
Real Estate (0.5%):
Alexandria Real Estate Equities, Inc.		636		99
American Homes 4 Rent Class A		1,623		54
American Tower Corp.		2,376		526
AvalonBay Communities, Inc.		708		124
Boston Properties, Inc.		747		54
Camden Property Trust		487		59
CBRE Group, Inc. Class A (c)		1,679		134
Crown Castle, Inc.		2,209		312
Digital Realty Trust, Inc.		1,370		154
Equinix, Inc.		470		325
Equity LifeStyle Properties, Inc.		879		58
Equity Residential		1,868		121
Essex Property Trust, Inc.		327		72
Extra Space Storage, Inc.		661		106
Gaming and Leisure Properties, Inc.		1,390		73
Healthcare Realty Trust, Inc.		1,989		41
Healthpeak Properties, Inc.		2,671		70
Host Hotels & Resorts, Inc.		3,450		65
Invitation Homes, Inc.		2,844		93
Iron Mountain, Inc.		1,461		79
Kimco Realty Corp.		3,379		77
Medical Properties Trust, Inc.		2,885		38
Mid-America Apartment Communities, Inc.		574		95
Prologis, Inc.		4,722		556
Public Storage		803		239
Realty Income Corp.		3,102		196
Regency Centers Corp.		861		57
SBA Communications Corp.		560		168
Simon Property Group, Inc.		1,694		202
Sun Communities, Inc.		501		74
UDR, Inc.		1,487		62
Ventas, Inc.		1,882		88
VICI Properties, Inc.		5,277		180
Vornado Realty Trust		808		20
Welltower, Inc.		2,095		149
Weyerhaeuser Co.		3,701		121
WP Carey, Inc.		880		69
Zillow Group, Inc. Class C (c)		1,120		43
				5,053
Utilities (0.6%):
Consolidated Edison, Inc.		11,463		1,124
DTE Energy Co.		8,300		963
Exelon Corp.		27,853		1,152

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Sempra Energy		6,738	$	1,120
The AES Corp.		33,780		977
UGI Corp.		23,850		922
				6,258
Total Common Stocks (Cost $159,841)				197,838
U.S. Treasury Obligations (1.3%)
U.S. Treasury Notes, 1.63%, 4/30/23 (e)	$	14,658		14,480
Total U.S. Treasury Obligations (Cost $14,651)				14,480
Exchange-Traded Funds (45.9%)
Invesco DB Commodity Index Tracking Fund (c)		114,500		2,919
Invesco FTSE RAFI Developed Markets ex-US ETF		335,920		14,216
Invesco FTSE RAFI Emerging Markets ETF		686,690		12,409
iShares 0-5 Year TIPS Bond ETF		181,167		17,696
iShares 20+ Year Treasury Bond ETF		66,687		6,851
iShares 7-10 Year Treasury Bond ETF		198,365		19,362
iShares Core MSCI EAFE ETF		123,049		7,758
iShares Core MSCI Emerging Markets ETF		613,155		29,775
iShares Core S&P 500 ETF		75,600		30,945
iShares Core S&P Small-Cap ETF		393,587		40,083
iShares Core US Aggregate Bond ETF		114,078		11,213
iShares iBoxx High Yield Corporate Bond ETF (d)		522,903		39,563
iShares JP Morgan USD Emerging Markets Bond ETF		86,421		7,469
iShares MSCI Canada ETF (d)		170,329		5,994
iShares MSCI International Momentum Factor ETF (d)		401,271		12,708
iShares MSCI International Quality Factor ETF (d)		457,001		15,259
iShares Russell 2000 ETF (d)		70,263		13,165
JPMorgan BetaBuilders Canada ETF		32,299		1,977
Schwab Fundamental Emerging Markets Large Co. Index ETF		920,892		24,284
Schwab Fundamental International Large Co. Index ETF		1,549,839		46,805
Schwab Fundamental International Small Co. Index ETF		266,700		8,478
SPDR Gold Shares (c)		53,784		8,864
SPDR S&P Emerging Markets SmallCap ETF		34,497		1,739
Vanguard FTSE All-World ex-U.S. ETF		86,591		4,494
Vanguard FTSE Developed Markets ETF (d)		918,252		39,861
Vanguard FTSE Emerging Markets ETF		47,000		1,905
Vanguard Mortgage-Backed Securities ETF		279,324		12,874
Vanguard Real Estate ETF (d)		55,850		4,919
Vanguard S&P 500 ETF		5,306		1,987
Vanguard Short-Term Bond ETF		350,980		26,499
Vanguard Short-Term Corporate Bond ETF		44,267		3,342
Vanguard Total Stock Market ETF		54,053		11,030
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		59,797		2,686
Xtrackers USD High Yield Corporate Bond ETF (d)		332,534		11,512
Total Exchange-Traded Funds (Cost $469,372)				500,641

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (33.6%)
VictoryShares Emerging Markets Value Momentum ETF		51,500	$	2,076
VictoryShares ESG Core Plus Bond ETF		3,286,188		70,152
VictoryShares USAA Core Intermediate-Term Bond ETF		6,057,948		277,706
VictoryShares USAA Core Short-Term Bond ETF		341,251		16,623
Total Affiliated Exchange-Traded Funds (Cost $422,755)				366,557
Collateral for Securities Loaned (9.0%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (f)		24,603,553		24,604
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (f)		24,603,553		24,603
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (f)		24,603,553		24,603
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (f)		24,603,553		24,604
Total Collateral for Securities Loaned (Cost $98,414)				98,414
Total Investments (Cost $1,165,284) — 108.0%				1,178,166
Liabilities in excess of other assets — (8.0)%				(87,329	)
NET ASSETS — 100.00%			$	1,090,837

At November 30, 2022, the Fund's investments in foreign securities were 20.3% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $236 thousands and amounted to less than 0.05% of net assets.

(c)  Non-income producing security.

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

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

(f)  Rate disclosed is the daily yield on November 30, 2022.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Cornerstone Moderate Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

Futures Contracts Purchased

(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		271	12/16/22	$	10,066,334	$	11,180,287	$	1,113,953
FTSE 100 Index Futures		194	12/16/22		17,221,043		17,764,086		543,043
S&P/Toronto Stock Exchange 60 Index Futures		95	12/15/22		16,959,541		17,520,967		561,426
								$	2,218,422
Futures Contracts Sold
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
ASX SPI 200 Index Futures		81	12/15/22	$	9,526,287	$	10,043,787	$	(517,500	)
E-Mini Russell 2000 Index Futures		42	12/16/22		3,793,910		3,963,750		(169,840	)
Hang Seng Index Futures		39	12/29/22		4,406,023		4,647,874		(241,851	)
Swiss Market Index Futures		72	12/16/22		8,309,636		8,494,493		(184,857	)
Tokyo Price Index Futures		67	12/08/22		9,571,843		9,656,696		(84,853	)
								$	(1,198,901	)
Total unrealized appreciation								$	2,218,422
Total unrealized depreciation									(1,198,901	)
Total net unrealized appreciation (depreciation)								$	1,019,521

See notes to financial statements.

9

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Cornerstone Moderate Fund
Assets:
Affiliated investments, at value (Cost $422,755)	$	366,557
Unaffiliated investments, at value (Cost $742,529)		811,609	(a)
Cash		6,769
Deposit with broker for futures contracts		4,338
Receivables:
Interest and dividends		457
Capital shares issued		310
Investments sold		4,483
Variation margin on open futures contracts		394
From Adviser for ETF reimbursements		286
Prepaid expenses		15
Total Assets		1,195,218
Liabilities:
Payables:
Collateral received on loaned securities		98,414
Collateral received from broker for futures contracts		705
Investments purchased		3,788
Capital shares redeemed		257
Variation margin on open futures contracts		307
Accrued expenses and other payables:
Investment advisory fees		514
Administration fees		131
Custodian fees		15
Transfer agent fees		168
Compliance fees		1
Trustees' fees		1
Other accrued expenses		80
Total Liabilities		104,381
Net Assets:
Capital		1,059,610
Total accumulated earnings/(loss)		31,227
Net Assets	$	1,090,837
Shares (unlimited number of shares authorized with no par value):		75,602
Net asset value, offering and redemption price per share: (b)	$	14.43

(a)  Includes $96,858 thousand of securities on loan.

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

See notes to financial statements.

10

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Cornerstone Moderate Fund
Investment Income:
Income distributions from affiliated funds	$	4,913
Dividends from unaffiliated investments		8,508
Interest from unaffiliated investments		203
Securities lending (net of fees)		360
Foreign tax withholding		(2	)
Total Income		13,982
Expenses:
Investment advisory fees		3,170
Administration fees		806
Sub-Administration fees		36
Custodian fees		29
Transfer agent fees		1,027
Trustees' fees		24
Compliance fees		5
Legal and audit fees		45
State registration and filing fees		25
Other expenses		96
Total Expenses		5,263
Expenses waived/reimbursed by Adviser		(590	)
Net Expenses		4,673
Net Investment Income (Loss)		9,309
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated funds		(4,060	)
Net realized gains (losses) from unaffiliated investment securities and foreign currency transactions		(10,693	)
Net realized gains (losses) from futures contracts		(12	)
Net change in unrealized appreciation/depreciation on affiliated funds		(15,098	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities and foreign currency translations		(10,942	)
Net change in unrealized appreciation/depreciation on futures contracts		1,630
Net realized/unrealized gains (losses) on investments		(39,175	)
Change in net assets resulting from operations	$	(29,866	)

See notes to financial statements.

11

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Cornerstone Moderate Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	9,309		$	15,773
Net realized gains (losses)		(14,765	)		59,583
Net change in unrealized appreciation/depreciation		(24,410	)		(145,278	)
Change in net assets resulting from operations		(29,866	)		(69,922	)
Change in net assets resulting from distributions to shareholders		(6,566	)		(85,781	)
Change in net assets resulting from capital transactions		(12,639	)		30,079
Change in net assets		(49,071	)		(125,624	)
Net Assets:
Beginning of period		1,139,908			1,265,532
End of period	$	1,090,837		$	1,139,908
Capital Transactions:
Proceeds from shares issued	$	31,906		$	94,555
Distributions reinvested		6,521			85,309
Cost of shares redeemed		(51,066	)		(149,785	)
Change in net assets resulting from capital transactions	$	(12,639	)	$	30,079
Share Transactions:
Issued		2,261			5,775
Reinvested		467			5,212
Redeemed		(3,623	)		(9,130	)
Change in Shares		(895	)		1,857

See notes to financial statements.

12

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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 Cornerstone Moderate Fund
Six Months Ended November 30, 2022 (Unaudited)	$	14.90		0.12	(f)		(0.50	)		(0.38	)		(0.09	)		—
Year Ended May 31:
2022	$	16.96		0.21	(f)		(1.11	)		(0.90	)		(0.23	)		(0.93	)
2021	$	14.24		0.20	(f)		2.76			2.96			(0.21	)		(0.03	)
2020	$	14.11		0.29	(f)		0.13			0.42			(0.29	)		—
2019	$	14.83		0.30			(0.31	)		(0.01	)		(0.29	)		(0.42	)
2018	$	15.05		0.26			0.55			0.81			(0.26	)		(0.77	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

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

See notes to financial statements.

14

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Cornerstone Moderate Fund
Six Months Ended November 30, 2022 (Unaudited)		(0.09	)	$	14.43		(2.55	)%		0.87	%		1.73	%		0.98	%	$	1,090,837		30	%
Year Ended May 31:
2022		(1.16	)	$	14.90		(5.82	)%		0.87	%		1.28	%		0.95	%	$	1,139,908		47	%
2021		(0.24	)	$	16.96		21.00	%		0.97	%		1.29	%		0.98	%	$	1,265,532		53	%
2020		(0.29	)	$	14.24		2.98	%		1.00	%		2.01	%		1.00	%	$	1,131,458		87	%
2019		(0.71	)	$	14.11		0.13	%		1.00	%		2.10	%		1.02	%	$	1,163,374		81	%(g)
2018		(1.03	)	$	14.83		5.42	%		1.00	%		1.73	%		1.03	%	$	1,184,032		51	%

See notes to financial statements.

15

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Cornerstone Moderate Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of November 30, 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
Asset-Backed Securities	$	—		$	236	$	—	$	236
Common Stocks		197,838			—		—		197,838
U.S. Treasury Obligations		—			14,480		—		14,480
Exchange-Traded Funds		500,641			—		—		500,641
Affiliated Exchange-Traded Funds		366,557			—		—		366,557
Collateral for Securities Loaned		98,414			—		—		98,414
Total	$	1,163,450		$	14,716	$	—	$	1,178,166
Other Financial Investments*
Assets:
Futures Contracts	$	2,219		$	—	$	—	$	2,219
Liabilities:
Futures Contracts	$	(1,199	)	$	—	$	—	$	(1,199	)
Total	$	1,020		$	—	$	—	$	1,020

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

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

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.

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

Mortgage-and Asset-Backed Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts and Collateral received from 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 six months ended November 30, 2022, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2022 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	2,219	$	1,199

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

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 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	$	(12	)	$	1,630

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

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

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan			Non-Cash Collateral		Cash Collateral
$	97,776	(a)	$	—	$	98,414

(a)  Includes $918 thousand of securities on loan that were sold prior to November 30, 2022.

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 unaffiliated 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 unaffiliated 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.

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 May 31.

For the six months ended November 30, 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 under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the six months ended November 30, 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)
$	—	$	1,779	$	(252	)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	322,641	$	321,887	$	—	$	609

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.59% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

21

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

22

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of November 30, 2022, the expense limit (excluding voluntary waivers) was 1.00%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's advisory fee is reimbursed by VCM that to the extent of the indirect advisory fee incurred through the Fund's proportional investment in the affiliated ETFs. These affiliated ETF advisory fee reimbursements are not available for recoupment. For the six months ended November 30, 2022, the Fund incurred reimbursable expense of $590 thousand, of which $590 thousand consisted of affiliated ETF Adviser fee reimbursements and is reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser. The Fund has a receivable related to these reimbursable expenses from the Adviser for $286 thousand, pursuant to the Fund's expense limitation agreement and is reflected on the Statement of Assets and Liabilities as Receivable from Advisor for ETF reimbursements.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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. As of November 30, 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 six months ended November 30, 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.

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

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

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

ETF Risk — The Fund may invest in shares of ETFs, which generally are registered investment companies that hold a portfolio of common stocks or debt securities, the shares of which are traded on an exchange. ETFs incur their own management and other fees and expenses, such as trustees' fees,

23

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 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,

24

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

The Fund did not utilize or participate in the Facility during the six months ended November 30, 2022.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the 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. Transactions in affiliated securities during the six months ended November 30, 2022, were as follows (amounts in thousands):

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
VictoryShares Emerging Markets Value Momentum ETF	$	2,297	$	—	$	—		$	—		$	—	$	(221	)	$	2,076	$	60
VictoryShares ESG Core Plus Bond ETF		72,447		2,734		(1,367	)		—			—		(3,662	)		70,152		1,210
VictoryShares USAA Core Intermediate-Term Bond ETF		305,869		9,656		(22,843	)		(4,060	)		—		(10,916	)		277,706		3,421
VictoryShares USAA Core Short-Term Bond ETF		16,922		—		—			—			—		(299	)		16,623		222
	$	397,535	$	12,390	$	(24,210	)	$	(4,060	)	$	—	$	(15,098	)	$	366,557	$	4,913

25

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	974.50	$	1,020.71	$	4.31	$	4.41		0.87	%

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

26

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

27804-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Cornerstone Moderately
Aggressive Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	13
Statement of Operations	14
Statements of Changes in Net Assets	15
Financial Highlights	16
Notes to Financial Statements	18
Supplemental Information	28
Proxy Voting and Portfolio Holdings Information	28
Expense Example	28
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

November 30, 2022

(% of Net Assets)

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

**  Percentage is less than 0.05%.

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

2

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Asset-Backed Securities (0.0%) (a)
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47 (b)	$	455	$	428
Total Asset-Backed Securities (Cost $455)				428
Common Stocks (24.1%)
Communication Services (1.6%):
Alphabet, Inc. Class C (c)		87,684		8,895
AT&T, Inc.		373,446		7,200
Cogent Communications Holdings, Inc.		4,708		273
Comcast Corp. Class A		108,292		3,968
John Wiley & Sons, Inc. Class A		6,569		311
Match Group, Inc. (c)		50,873		2,572
Meta Platforms, Inc. Class A (c)		35,572		4,201
Sirius XM Holdings, Inc. (d)		845,266		5,486
T-Mobile U.S., Inc. (c)		22,578		3,420
Verizon Communications, Inc.		99,966		3,897
Ziff Davis, Inc. (c)		4,494		415
				40,638
Consumer Discretionary (1.9%):
Academy Sports & Outdoors, Inc.		8,700		439
Asbury Automotive Group, Inc.		1,290		242
AutoZone, Inc. (c)		2,493		6,429
Best Buy Co., Inc.		34,939		2,980
Dillard's, Inc. Class A		538		194
Dollar General Corp.		12,067		3,085
Ford Motor Co.		220,259		3,062
Frontdoor, Inc. (c)		9,997		234
General Motors Co.		76,418		3,100
Genuine Parts Co.		16,189		2,968
GoPro, Inc. Class A (c)		54,997		301
Graham Holdings Co. Class B		440		283
La-Z-Boy, Inc.		12,730		347
Lennar Corp. Class A		35,372		3,107
Lowe's Cos., Inc.		16,926		3,598
MarineMax, Inc. (c)		8,108		268
McDonald's Corp.		14,534		3,965
Meritage Homes Corp. (c)		3,569		308
O'Reilly Automotive, Inc. (c)		7,361		6,364
Perdoceo Education Corp. (c)		18,126		260
Rent-A-Center, Inc.		12,682		305
Shoe Carnival, Inc.		12,264		324
Signet Jewelers Ltd.		6,165		401
Smith & Wesson Brands, Inc.		23,705		279
Target Corp.		14,895		2,488
The Home Depot, Inc.		13,943		4,517
				49,848

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Consumer Staples (1.3%):
Altria Group, Inc.		146,881	$	6,842
Colgate-Palmolive Co.		40,135		3,110
General Mills, Inc.		40,225		3,431
Herbalife Nutrition Ltd. (c)		12,770		224
Ingles Markets, Inc. Class A		1,914		194
Nu Skin Enterprises, Inc. Class A		8,163		340
PepsiCo, Inc.		23,190		4,302
Philip Morris International, Inc.		36,585		3,646
Sprouts Farmers Market, Inc. (c)		5,501		189
The Hershey Co.		14,054		3,305
Tyson Foods, Inc. Class A		47,504		3,149
United Natural Foods, Inc. (c)		5,017		239
Vector Group Ltd.		30,912		343
Walgreens Boots Alliance, Inc.		75,978		3,153
Weis Markets, Inc.		2,156		188
				32,655
Energy (1.4%):
Arch Resources, Inc.		914		141
California Resources Corp.		7,795		354
Chevron Corp.		24,481		4,488
Civitas Resources, Inc.		4,816		324
Comstock Resources, Inc.		11,853		217
ConocoPhillips		28,142		3,476
CONSOL Energy, Inc.		2,543		197
Devon Energy Corp.		38,781		2,657
EOG Resources, Inc.		21,010		2,982
Exxon Mobil Corp.		94,461		10,517
Magnolia Oil & Gas Corp. Class A		11,543		301
Marathon Oil Corp.		90,225		2,764
Marathon Petroleum Corp.		25,957		3,162
Matador Resources Co.		4,487		298
Murphy Oil Corp.		6,496		307
PBF Energy, Inc. Class A		5,191		206
SM Energy Co.		6,431		277
Valero Energy Corp.		22,474		3,003
				35,671
Financials (3.3%):
American Express Co.		21,217		3,344
Annaly Capital Management, Inc.		5,534		120
Aon PLC Class A		9,939		3,064
Arbor Realty Trust, Inc.		19,783		294
Arch Capital Group Ltd. (c)		51,864		3,107
Atlantic Union Bankshares Corp.		9,174		327
BancFirst Corp.		1,207		123
Berkshire Hathaway, Inc. Class B (c)		31,659		10,087
Blackstone Mortgage Trust, Inc. Class A		14,144		357
Capital One Financial Corp.		29,461		3,042
Cathay General Bancorp		10,369		482

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Citigroup, Inc.		68,885	$	3,335
City Holding Co.		417		42
Eagle Bancorp, Inc.		5,798		273
Enact Holdings, Inc.		7,209		179
Essent Group Ltd.		13,024		522
FactSet Research Systems, Inc.		6,147		2,835
First BanCorp		29,550		454
First Financial Bankshares, Inc.		3,249		120
Fulton Financial Corp.		17,745		330
Hancock Whitney Corp.		9,846		540
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		9,208		299
Heartland Financial USA, Inc.		4,142		202
Hope Bancorp, Inc.		22,287		303
International Bancshares Corp.		7,839		413
JPMorgan Chase & Co.		37,231		5,145
Lakeland Financial Corp.		547		43
LPL Financial Holdings, Inc.		11,605		2,747
M&T Bank Corp.		17,315		2,944
Marsh & McLennan Cos., Inc.		19,105		3,309
MetLife, Inc.		43,022		3,300
Morgan Stanley		39,270		3,655
MSCI, Inc.		5,421		2,753
NMI Holdings, Inc. Class A (c)		17,922		386
OceanFirst Financial Corp.		7,438		174
OFG Bancorp		10,304		298
Pathward Financial, Inc.		7,379		321
Piper Sandler Cos.		2,021		290
Preferred Bank		1,980		150
PROG Holdings, Inc. (c)		17,454		344
Prudential Financial, Inc.		29,057		3,139
Radian Group, Inc.		24,188		473
Raymond James Financial, Inc.		23,071		2,697
Regions Financial Corp.		121,038		2,809
Selective Insurance Group, Inc.		4,566		439
ServisFirst Bancshares, Inc.		1,434		109
Signature Bank		17,310		2,415
Southside Bancshares, Inc.		4,314		157
Stewart Information Services Corp.		6,516		288
T. Rowe Price Group, Inc.		20,612		2,575
The Bancorp, Inc. (c)		9,814		294
The Bank of NT Butterfield & Son Ltd.		7,336		255
The Goldman Sachs Group, Inc.		9,405		3,632
The Progressive Corp.		25,011		3,305
UMB Financial Corp.		5,439		465
Valley National Bancorp		44,704		566
W.R. Berkley Corp.		41,985		3,203
Washington Federal, Inc.		5,188		183
				87,057

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Health Care (4.4%):
AbbVie, Inc.		56,725	$	9,143
AbCellera Biologics, Inc. (c)		13,444		173
Alector, Inc. (c)		21,832		185
AmerisourceBergen Corp.		19,465		3,322
Amgen, Inc.		38,056		10,899
Amphastar Pharmaceuticals, Inc. (c)		3,021		89
Arcus Biosciences, Inc. (c)		8,808		310
Arrowhead Pharmaceuticals, Inc. (c)		9,787		315
Avid Bioservices, Inc. (c)		14,481		227
Biogen, Inc. (c)		10,593		3,233
Bristol-Myers Squibb Co.		98,225		7,885
Catalyst Pharmaceuticals, Inc. (c)		7,405		124
Cigna Corp.		22,482		7,394
CVS Health Corp.		36,625		3,731
Dynavax Technologies Corp. (c)		9,234		115
Eagle Pharmaceuticals, Inc. (c)		2,455		89
Elevance Health, Inc.		14,522		7,739
Eli Lilly & Co.		24,422		9,063
Emergent BioSolutions, Inc. (c)		15,441		190
Fulgent Genetics, Inc. (c)		7,636		277
Gilead Sciences, Inc.		41,808		3,672
IDEXX Laboratories, Inc. (c)		6,548		2,789
iTeos Therapeutics, Inc. (c)		6,167		124
Johnson & Johnson		29,579		5,265
McKesson Corp.		8,885		3,391
Medpace Holdings, Inc. (c)		509		107
Merck & Co., Inc.		84,535		9,309
Merit Medical Systems, Inc. (c)		4,564		329
Mettler-Toledo International, Inc. (c)		1,927		2,832
ModivCare, Inc. (c)		3,140		242
NextGen Healthcare, Inc.		12,663		263
NuVasive, Inc. (c)		8,396		326
Owens & Minor, Inc.		15,386		317
Pfizer, Inc.		89,959		4,510
Prestige Consumer Healthcare, Inc. (c)		975		60
Prothena Corp. PLC (c)		3,643		228
Sage Therapeutics, Inc. (c)		9,249		380
Select Medical Holdings Corp.		13,052		321
SIGA Technologies, Inc.		14,627		134
Supernus Pharmaceuticals, Inc. (c)		4,331		159
UnitedHealth Group, Inc.		21,036		11,523
Vanda Pharmaceuticals, Inc. (c)		12,386		135
Vir Biotechnology, Inc. (c)		6,449		182
Waters Corp. (c)		8,356		2,896
Xencor, Inc. (c)		7,912		235
				114,232

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Industrials (2.7%):
3M Co.		24,989	$	3,148
ABM Industries, Inc.		6,475		306
Albany International Corp.		2,894		293
ArcBest Corp.		4,169		345
Atkore, Inc. (c)		2,147		262
BlueLinx Holdings, Inc.		3,586		249
Boise Cascade Co.		4,721		350
Carlisle Cos., Inc.		11,795		3,103
Cintas Corp.		6,532		3,016
Cummins, Inc.		12,345		3,101
Fastenal Co.		54,780		2,822
FedEx Corp.		17,468		3,183
General Dynamics Corp.		25,704		6,487
HNI Corp.		7,994		232
Hub Group, Inc. Class A (c)		4,691		395
Illinois Tool Works, Inc.		13,029		2,964
Korn Ferry		5,382		307
Lockheed Martin Corp.		21,339		10,353
Masco Corp.		53,014		2,692
Matson, Inc.		4,694		299
Mueller Industries, Inc.		5,237		360
Northrop Grumman Corp.		6,363		3,393
Otis Worldwide Corp.		36,364		2,840
PACCAR, Inc.		59,341		6,285
Republic Services, Inc.		23,042		3,210
Resideo Technologies, Inc. (c)		17,586		285
Rush Enterprises, Inc. Class A		7,374		380
Sterling Infrastructure, Inc. (c)		8,635		283
Titan Machinery, Inc. (c)		5,019		221
TriNet Group, Inc. (c)		4,377		317
UFP Industries, Inc.		2,934		240
United Parcel Service, Inc. Class B		19,656		3,729
W.W. Grainger, Inc.		9,941		5,995
				71,445
Information Technology (5.0%):
Accenture PLC Class A		12,354		3,718
Adobe, Inc. (c)		9,920		3,422
Apple, Inc.		202,495		29,975
Automatic Data Processing, Inc.		13,275		3,506
Broadcom, Inc.		7,529		4,149
Cisco Systems, Inc.		166,657		8,286
Cognizant Technology Solutions Corp. Class A		51,154		3,182
Consensus Cloud Solutions, Inc. (c)		3,137		178
Diodes, Inc. (c)		3,691		340
Enphase Energy, Inc. (c)		10,035		3,217
Fair Isaac Corp. (c)		9,072		5,622
FormFactor, Inc. (c)		12,678		292
HP, Inc.		188,504		5,663
Intel Corp.		113,434		3,411

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
International Business Machines Corp.		48,920	$	7,284
Kulicke & Soffa Industries, Inc.		6,116		293
Micron Technology, Inc.		49,453		2,851
Microsoft Corp.		47,912		12,224
Motorola Solutions, Inc.		12,068		3,285
ON Semiconductor Corp. (c)		37,804		2,843
Oracle Corp.		45,126		3,747
OSI Systems, Inc. (c)		3,321		294
Palo Alto Networks, Inc. (c)		17,999		3,058
Paychex, Inc.		24,427		3,030
Power Integrations, Inc.		3,757		302
QUALCOMM, Inc.		27,833		3,521
Sanmina Corp. (c)		5,987		396
Synaptics, Inc. (c)		2,912		309
Texas Instruments, Inc.		40,340		7,280
TTEC Holdings, Inc.		6,253		300
VeriSign, Inc. (c)		14,166		2,831
Viavi Solutions, Inc. (c)		26,670		302
Vishay Intertechnology, Inc.		16,462		379
				129,490
Materials (1.0%):
CF Industries Holdings, Inc.		25,357		2,743
Commercial Metals Co.		9,295		458
Corteva, Inc.		42,971		2,886
Greif, Inc. Class A		5,059		356
LyondellBasell Industries NV Class A		34,361		2,921
Minerals Technologies, Inc.		4,960		299
Nucor Corp.		42,328		6,347
Ryerson Holding Corp.		9,012		266
Sealed Air Corp.		54,703		2,912
Steel Dynamics, Inc.		28,464		2,958
Sylvamo Corp.		3,407		184
The Sherwin-Williams Co.		11,897		2,964
Warrior Met Coal, Inc.		6,101		225
				25,519
Real Estate (0.8%):
Agree Realty Corp.		3,919		274
Alexandria Real Estate Equities, Inc.		2,007		312
American Homes 4 Rent Class A		4,789		158
American Tower Corp.		7,012		1,551
Apple Hospitality REIT, Inc.		19,567		334
AvalonBay Communities, Inc.		2,235		391
Boston Properties, Inc.		2,356		170
Broadstone Net Lease, Inc.		17,306		294
Camden Property Trust		1,537		185
CBRE Group, Inc. Class A (c)		5,297		422
Corporate Office Properties Trust		11,001		306
Crown Castle, Inc.		6,628		937
Digital Realty Trust, Inc.		4,323		486

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Equinix, Inc.		1,388	$	959
Equity LifeStyle Properties, Inc.		2,774		184
Equity Residential		5,893		382
Essential Properties Realty Trust, Inc.		13,208		307
Essex Property Trust, Inc.		1,030		227
Extra Space Storage, Inc.		2,085		335
Gaming and Leisure Properties, Inc.		4,107		216
Healthpeak Properties, Inc.		8,426		221
Host Hotels & Resorts, Inc.		10,884		206
Independence Realty Trust, Inc.		18,940		343
Invitation Homes, Inc.		8,971		293
Iron Mountain, Inc.		4,610		251
Kimco Realty Corp.		10,300		236
Kite Realty Group Trust		16,560		378
Medical Properties Trust, Inc.		9,101		119
Mid-America Apartment Communities, Inc.		1,812		299
Office Properties Income Trust		15,447		236
Physicians Realty Trust		21,621		323
PotlatchDeltic Corp.		6,736		322
Prologis, Inc.		14,117		1,663
Public Storage		2,533		755
Realty Income Corp.		9,455		596
Regency Centers Corp.		2,715		180
Ryman Hospitality Properties, Inc.		4,046		370
SBA Communications Corp.		1,767		529
Simon Property Group, Inc.		5,343		638
SITE Centers Corp.		21,946		298
STAG Industrial, Inc.		12,235		403
Sun Communities, Inc.		1,582		232
Terreno Realty Corp.		5,972		350
The Macerich Co.		22,491		286
UDR, Inc.		4,691		195
Ventas, Inc.		5,937		276
VICI Properties, Inc.		16,083		550
Vornado Realty Trust		2,548		64
Welltower, Inc.		6,609		469
Weyerhaeuser Co.		11,676		382
WP Carey, Inc.		2,776		219
Zillow Group, Inc. Class C (c)		3,416		130
				20,242
Utilities (0.7%):
American States Water Co.		2,921		286
Consolidated Edison, Inc.		33,855		3,319
DTE Energy Co.		24,514		2,844
Exelon Corp.		82,262		3,403
Otter Tail Corp.		4,814		287
Portland General Electric Co.		6,495		320
Sempra Energy		19,901		3,308
Southwest Gas Holdings, Inc.		3,156		216

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
The AES Corp.		99,768	$	2,885
UGI Corp.		70,441		2,723
				19,591
Total Common Stocks (Cost $506,454)				626,388
U.S. Government Agency Mortgages (0.0%) (a)
Government National Mortgage Association 6.50%, 4/15/24	$	1		1
Total U.S. Government Agency Mortgages (Cost $1)				1
U.S. Treasury Obligations (1.1%)
U.S. Treasury Notes, 1.63%, 4/30/23 (e)		29,000		28,647
Total U.S. Treasury Obligations (Cost $28,987)				28,647
Exchange-Traded Funds (47.8%)
Invesco DB Commodity Index Tracking Fund (c) (d)		256,100		6,528
Invesco FTSE RAFI Developed Markets ex-US ETF		653,206		27,644
Invesco FTSE RAFI Emerging Markets ETF (d)		1,539,501		27,819
iShares 0-5 Year TIPS Bond ETF		207,506		20,269
iShares 20+ Year Treasury Bond ETF		63,402		6,513
iShares 7-10 Year Treasury Bond ETF		363,045		35,437
iShares Core MSCI EAFE ETF		32,626		2,057
iShares Core MSCI Emerging Markets ETF		2,071,821		100,608
iShares Core S&P 500 ETF		191,228		78,273
iShares Core S&P Small-Cap ETF		754,626		76,851
iShares Core US Aggregate Bond ETF		263,825		25,931
iShares iBoxx High Yield Corporate Bond ETF (d)		1,140,137		86,263
iShares JP Morgan USD Emerging Markets Bond ETF		155,006		13,397
iShares MSCI Canada ETF (d)		461,409		16,237
iShares MSCI International Momentum Factor ETF (d)		1,164,448		36,878
iShares MSCI International Quality Factor ETF		1,315,008		43,908
iShares Russell 2000 ETF (d)		190,696		35,731
JPMorgan BetaBuilders Canada ETF		90,184		5,520
Schwab Fundamental Emerging Markets Large Co. Index ETF		2,206,197		58,177
Schwab Fundamental International Large Co. Index ETF		3,168,339		95,684
Schwab Fundamental International Small Co. Index ETF		593,600		18,871
SPDR Gold Shares (c)		126,837		20,904
SPDR S&P Emerging Markets SmallCap ETF (d)		107,983		5,442
Vanguard FTSE All-World ex-U.S. ETF		299,875		15,563
Vanguard FTSE Developed Markets ETF (d)		4,248,011		184,406
Vanguard Mid-Capital ETF		30,077		6,513
Vanguard Mortgage-Backed Securities ETF		408,949		18,848
Vanguard Real Estate ETF (d)		130,232		11,471
Vanguard S&P 500 ETF		10,312		3,862
Vanguard Short-Term Bond ETF (d)		902,507		68,139
Vanguard Short-Term Corporate Bond ETF		186,391		14,073
Vanguard Total Stock Market ETF		189,367		38,642

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Wisdom Tree Trust — WisdomTree Emerging Markets SmallCap Dividend Fund		202,622	$	9,100
Xtrackers USD High Yield Corporate Bond ETF (d)		770,152		26,663
Total Exchange-Traded Funds (Cost $1,161,457)				1,242,222
Affiliated Exchange-Traded Funds (26.4%)
VictoryShares Emerging Markets Value Momentum ETF		68,000		2,741
VictoryShares ESG Core Plus Bond ETF		5,668,278		121,004
VictoryShares USAA Core Intermediate-Term Bond ETF		11,270,680		516,666
VictoryShares USAA Core Short-Term Bond ETF		969,310		47,217
Total Affiliated Exchange-Traded Funds (Cost $791,939)				687,628
Collateral for Securities Loaned (5.9%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (f)		38,436,042		38,436
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (f)		38,436,042		38,436
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (f)		38,436,042		38,436
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (f)		38,436,042		38,436
Total Collateral for Securities Loaned (Cost $153,744)				153,744
Total Investments (Cost $2,643,037) — 105.3%				2,739,058
Liabilities in excess of other assets — (5.3)%				(138,623	)
NET ASSETS — 100.00%			$	2,600,435

At November 30, 2022, the Fund's investments in foreign securities were 24.4% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $428 thousands and amounted to less than 0.05% of net assets.

(c)  Non-income producing security.

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

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

(f)  Rate disclosed is the daily yield on November 30, 2022.

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Cornerstone Moderately Aggressive Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
Euro Stoxx 50 Futures		602	12/19/22	$	22,364,481	$	24,835,914	$	2,471,433
FTSE 100 Index Futures		459	12/19/22		40,746,062		42,029,462		1,283,400
S&P/Toronto Stock Exchange 60 Index Futures		216	12/16/22		38,562,546		39,837,145		1,274,599
								$	5,029,432

Futures Contracts Sold

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
ASX SPI 200 Index Futures		184	12/16/22	$	21,637,743	$	22,815,516	$	(1,177,773	)
E-Mini Russell 2000 Index Futures		221	12/19/22		20,019,685		20,856,875		(837,190	)
Hang Seng Index Futures		96	12/30/22		10,845,596		11,440,921		(595,325	)
Swiss Market Index Futures		166	12/19/22		19,158,326		19,584,526		(426,200	)
Tokyo Price Index Futures		127	12/9/22		18,001,182		18,304,483		(303,301	)
								$	(3,339,789	)
Total unrealized appreciation								$	5,029,432
Total unrealized depreciation									(3,339,789	)
Total net unrealized appreciation (depreciation)								$	1,689,643

See notes to financial statements.

12

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Cornerstone Moderately Aggressive Fund
Assets:
Affiliated investments, at value (Cost $791,939)	$	687,628
Unaffiliated investments, at value (Cost $1,851,098)		2,051,430	(a)
Cash		10,964
Deposit with broker for futures contracts		9,836
Receivables:
Interest and dividends		1,303
Capital shares issued		140
Investments sold		6,654
Variation margin on open futures contracts		927
Reclaims		5
From Adviser for ETF reimbursements		518
Prepaid expenses		28
Total Assets		2,769,433
Liabilities:
Payables:
Collateral received on loaned securities		153,744
Collateral received from broker for futures contract		2,978
Investments purchased		8,166
Capital shares redeemed		1,024
Variation margin on open futures contracts		1,025
Accrued expenses and other payables:
Investment advisory fees		1,224
Administration fees		303
Custodian fees		29
Transfer agent fees		402
Compliance fees		2
Trustees' fees		—	(b)
Other accrued expenses		101
Total Liabilities		168,998
Net Assets:
Capital		2,417,627
Total accumulated earnings/(loss)		182,808
Net Assets	$	2,600,435
Shares (unlimited number of shares authorized with no par value):		103,278
Net asset value, offering and redemption price per share: (c)	$	25.18

(a)  Includes $149,979 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.

13

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Cornerstone Moderately Aggressive Fund
Investment Income:
Income distributions from affiliated funds	$	8,857
Dividends from unaffiliated investments		23,026
Interest from unaffiliated investments		365
Securities lending (net of fees)		931
Foreign tax withholding		(6	)
Total Income		33,173
Expenses:
Investment advisory fees		7,525
Administration fees		1,913
Sub-Administration fees		36
Custodian fees		58
Transfer agent fees		2,440
Trustees' fees		25
Compliance fees		12
Legal and audit fees		50
State registration and filing fees		29
Other expenses		203
Total Expenses		12,291
Expenses waived/reimbursed by Adviser		(1,062	)
Net Expenses		11,229
Net Investment Income (Loss)		21,944
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated funds		(678	)
Net realized gains (losses) from unaffiliated investment securities and foreign currency transactions		(24,641	)
Net realized gains (losses) from futures contracts		649
Net change in unrealized appreciation/depreciation on affiliated funds		(32,313	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities and foreign currency translations		(31,224	)
Net change in unrealized appreciation/depreciation on futures contracts		3,106
Net realized/unrealized gains (losses) on investments		(85,101	)
Change in net assets resulting from operations	$	(63,157	)

See notes to financial statements.

14

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Cornerstone Moderately Aggressive Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	21,944		$	37,296
Net realized gains (losses)		(24,670	)		130,922
Net change in unrealized appreciation/depreciation		(60,431	)		(323,766	)
Change in net assets resulting from operations		(63,157	)		(155,548	)
Change in net assets resulting from distributions to shareholders		—			(229,481	)
Change in net assets resulting from capital transactions		(56,473	)		78,119
Change in net assets		(119,630	)		(306,910	)
Net Assets:
Beginning of period		2,720,065			3,026,975
End of period	$	2,600,435		$	2,720,065
Capital Transactions:
Proceeds from shares issued	$	65,236		$	177,611
Distributions reinvested		—			227,559
Cost of shares redeemed		(121,709	)		(327,051	)
Change in net assets resulting from capital transactions	$	(56,473	)	$	78,119
Share Transactions:
Issued		2,680			6,233
Reinvested		—			8,036
Redeemed		(5,000	)		(11,454	)
Change in Shares		(2,320	)		2,815

See notes to financial statements.

15

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Cornerstone Moderately Aggressive Fund
Six Months Ended November 30, 2022 (Unaudited)	$	25.76		0.21	(f)		(0.79	)		(0.58	)		—			—
Year Ended May 31: 2022	$	29.45		0.36	(f)		(1.77	)		(1.41	)		(0.35	)		(1.93	)
2021	$	24.10		0.32	(f)		5.56			5.88			(0.37	)		(0.16	)
2020	$	23.97		0.48	(f)		0.18			0.66			(0.39	)		(0.14	)
2019	$	25.78		0.46			(0.79	)		(0.33	)		(0.39	)		(1.09	)
2018	$	26.09		0.42			1.28			1.70			(0.44	)		(1.57	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

(g)  Effective June 22, 2018, USAA Asset Management Company (previous Investment Adviser) voluntarily agreed to limit the annual expenses of the Fund to 0.98% of the Fund's average daily net assets.

(h)  For the year ended May 31, 2019, the portfolio turnover calculation excludes the value of securities purchased of $370,785 thousand and sold of $3,096 thousand after the Fund's acquisition of First Start Growth Fund. Reflects increased trading activity due to usage of quantitative investment strategies.

See notes to financial statements.

16

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)
USAA Cornerstone Moderately Aggressive Fund
Six Months Ended November 30, 2022 (Unaudited)		—		$	25.18		(2.25	)%		0.88	%		1.72	%		0.96	%	$	2,600,435		31	%
Year Ended May 31: 2022		(2.28	)	$	25.76		(5.43	)%		0.88	%		1.26	%		0.93	%	$	2,720,065		44	%
2021		(0.53	)	$	29.45		24.58	%		0.96	%		1.18	%		0.97	%	$	3,026,975		64	%
2020		(0.53	)	$	24.10		2.59	%		0.98	%		1.94	%		0.99	%	$	2,662,354		92	%
2019		(1.48	)	$	23.97		(1.20	)%		0.98	%(g)		1.91	%		1.01	%	$	2,777,038		95	%(h)
2018		(2.01	)	$	25.78		6.52	%		0.97	%		1.64	%		0.97	%	$	2,493,883		56	%

See notes to financial statements.

17

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Cornerstone Moderately Aggressive Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of November 30, 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
Asset-Backed Securities	$	—		$	428	$	—	$	428
Common Stocks		626,388			—		—		626,388
U.S. Government Agency Mortgages		—			1		—		1
U.S. Treasury Obligations		—			28,647		—		28,647
Exchange-Traded Funds		1,242,222			—		—		1,242,222
Affiliated Exchange-Traded Funds		687,628			—		—		687,628
Collateral for Securities Loaned		153,744			—		—		153,744
Total	$	2,709,982		$	29,076	$	—	$	2,739,058
Other Financial Investments*
Assets:
Futures Contracts	$	5,030		$	—	$	—	$	5,030
Liabilities:
Futures Contracts	$	(3,340	)	$	—	$	—	$	(3,340	)
Total	$	1,690		$	—	$	—	$	1,690

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

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

Mortgage- and Asset-Backed Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts and Collateral received from 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 six months ended November 30, 2022, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of November 30, 2022 (amounts in thousands):

	Assets		Liabilities
	Variation Margin Receivable on Open Futures Contracts*		Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	5,030	$	3,340

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

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended November 30, 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	$	649	$	3,106

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

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

21

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund 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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan			Non-Cash Collateral		Cash Collateral
$	152,107	(a)	$	—	$	153,744

(a)  Includes $2,128 thousand of securities on loan that were sold on November 30, 2022.

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 unaffiliated 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 unaffiliated 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 May 31.

For the six months ended November 30, 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 under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the six months ended November 30, 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)
$	—	$	1,684	$	202

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	797,706	$	803,479	$	—	$	1,016

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.59% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 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 six months ended November 30, 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
November 30, 2022

  (Unaudited)

The Adviser has entered into an expense limitation agreement with the Fund until at least September 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limit. As of November 30, 2022, the expense limit (excluding voluntary waivers) was 0.98%.

In addition, the Fund invests in affiliated VCM exchange-traded fund(s) ("affiliated ETFs"). The Fund's advisory fee is reimbursed by VCM that to the extent of the indirect advisory fee incurred through the Fund's proportional investment in the affiliated ETFs. These affiliated ETF advisory fee reimbursements are not available for recoupment. For the six months ended November 30, 2022, the Fund incurred reimbursable expense of $1,062 thousand, of which $1,062 thousand consisted of affiliated ETF Adviser fee reimbursements and is reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser. The Fund has a receivable related to these reimbursable expenses from the Adviser for $518 thousand, pursuant to the Fund's expense limitation agreement and is reflected on the Statement of Assets and Liabilities as Receivable from Advisor for ETF reimbursements.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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. As of November 30, 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 six months ended November 30, 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.

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

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

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 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

26

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

The Fund did not utilize or participate in the Facility during the six months ended November 30, 2022.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the 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. Transactions in affiliated securities during the six months ended November 30, 2022, were as follows (amounts in thousands):

	Fair Value 5/31/2022		Purchases at Cost		Proceeds from Sales			Realized Gains (Losses)			Capital Gain Distribution		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 11/30/2022		Dividend Income
VictoryShares Emerging Markets Value Momentum ETF	$	3,032	$	—	$	—		$	—		$	—	$	(291	)	$	2,741	$	79
VictoryShares ESG Core Plus Bond ETF		124,777		5,088		(2,544	)		—			—		(6,317	)		121,004		2,087
VictoryShares USAA Core Intermediate-Term Bond ETF		536,226		17,948		(11,976	)		(678	)		—		(24,854	)		516,666		6,060
VictoryShares USAA Core Short-Term Bond ETF		48,068		—		—			—			—		(851	)		47,217		631
	$	712,103	$	23,036	$	(14,520	)	$	(678	)	$	—	$	(32,313	)	$	687,628	$	8,857

27

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	977.50	$	1,020.66	$	4.36	$	4.46		0.88	%

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

28

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

27800-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Growth and Tax Strategy Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	28
Statement of Operations	29
Statements of Changes in Net Assets	30
Financial Highlights	32
Notes to Financial Statements	34
Supplemental Information	45
Proxy Voting and Portfolio Holdings Information	45
Expense Examples	45
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks a conservative balance for the investor between income, the majority of which is exempt from federal income tax, and the potential for long-term growth of capital to preserve purchasing power.

Top 10 Sectors*:

November 30, 2022

(% of Net Assets)

Information Technology	12.7	%
Health Care	7.4	%
Financials	5.8	%
Consumer Discretionary	4.9	%
Industrials	4.1	%
Consumer Staples	3.4	%
Communication Services	3.4	%
Energy	2.5	%
Materials	1.3	%
Utilities	1.3	%

Top 5 Tax-Exempt Bonds:

November 30, 2022

(% of Net Assets)

Port of Port Arthur Navigation District Revenue	2.0	%
Massachusetts Development Finance Agency Revenue	1.9	%
Public Finance Authority Revenue	1.5	%
Illinois Finance Authority Revenue	1.3	%
New Jersey Economic Development Authority Revenue	0.9	%

Top 5 Blue Chip Stocks:

November 30, 2022

(% of Net Assets)

Apple, Inc.	3.2	%
Microsoft Corp.	2.6	%
Amazon.com, Inc.	1.1	%
Berkshire Hathaway, Inc. Class B	0.9	%
Alphabet, Inc. Class A	0.8	%

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

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

2

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Common Stocks (47.9%)
Blue Chip Stocks:
Communication Services (3.4%):
Activision Blizzard, Inc.		6,138	$	454
Alphabet, Inc. Class A (a)		56,780		5,734
Alphabet, Inc. Class C (a)		54,571		5,536
AT&T, Inc.		89,248		1,721
Charter Communications, Inc. Class A (a)		1,409		551
Comcast Corp. Class A		50,586		1,854
Electronic Arts, Inc.		2,332		305
Fox Corp. Class A		3,851		125
Fox Corp. Class B		335		10
Live Nation Entertainment, Inc. (a)		1,692		123
Meta Platforms, Inc. Class A (a)		19,029		2,247
Netflix, Inc. (a)		5,255		1,606
News Corp. Class A		2,721		52
Omnicom Group, Inc.		2,542		203
Paramount Global Class B		5,167		104
The Interpublic Group of Cos., Inc.		4,839		166
The Walt Disney Co. (a)		16,041		1,570
T-Mobile U.S., Inc. (a)		6,653		1,008
Verizon Communications, Inc.		20,017		780
Warner Bros Discovery, Inc. (a)		513		6
				24,155
Consumer Discretionary (4.9%):
Advance Auto Parts, Inc.		812		123
Amazon.com, Inc. (a)		79,120		7,638
Aptiv PLC (a)		2,354		251
AutoZone, Inc. (a)		241		621
Bath & Body Works, Inc.		2,727		116
Best Buy Co., Inc.		2,415		206
Booking Holdings, Inc. (a)		417		867
BorgWarner, Inc.		1		—	(b)
CarMax, Inc. (a)		1,983		138
Carnival Corp. (a)		2,980		30
Chipotle Mexican Grill, Inc. (a)		325		529
D.R. Horton, Inc.		3,030		261
Darden Restaurants, Inc.		1,518		223
Dollar General Corp.		2,461		629
Dollar Tree, Inc. (a)		1,591		239
eBay, Inc.		6,813		310
Etsy, Inc. (a)		1,299		172
Expedia Group, Inc. (a)		1,583		169
Ford Motor Co.		48,788		678
Garmin Ltd.		1,028		96
General Motors Co.		13,698		556
Genuine Parts Co.		1,110		203
Hasbro, Inc.		1,004		63
Hilton Worldwide Holdings, Inc.		3,015		430

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Las Vegas Sands Corp. (a)		4,067	$	190
Lennar Corp. Class A		2,669		234
Lennar Corp. Class B		1		—	(b)
LKQ Corp.		3,215		175
Lowe's Cos., Inc.		7,437		1,581
Marriott International, Inc. Class A		2,953		488
McDonald's Corp.		7,151		1,951
MGM Resorts International		4,369		161
Mohawk Industries, Inc. (a)		618		63
Newell Brands, Inc.		2,180		28
NIKE, Inc. Class B		12,097		1,327
Norwegian Cruise Line Holdings Ltd. (a)		2,676		44
O'Reilly Automotive, Inc. (a)		788		681
Penn Entertainment, Inc. (a)		1,933		68
PulteGroup, Inc.		2,360		106
PVH Corp.		928		62
Ralph Lauren Corp.		420		47
Ross Stores, Inc.		3,606		424
Starbucks Corp.		11,086		1,133
Tapestry, Inc.		3,021		114
Target Corp.		5,209		870
Tesla, Inc. (a)		21,834		4,251
The Home Depot, Inc.		10,478		3,395
The TJX Cos., Inc.		12,221		978
Tractor Supply Co.		1,382		313
Ulta Beauty, Inc. (a)		550		256
VF Corp.		2,040		67
Victoria's Secret & Co. (a)		1		—	(b)
Whirlpool Corp.		694		102
Wynn Resorts Ltd. (a)		642		54
Yum! Brands, Inc.		3,523		453
				34,164
Consumer Staples (3.4%):
Altria Group, Inc.		20,264		944
Archer-Daniels-Midland Co.		6,080		593
Brown-Forman Corp. Class B		1,744		127
Campbell Soup Co.		640		34
Church & Dwight Co., Inc.		2,723		223
Colgate-Palmolive Co.		5,377		417
Conagra Brands, Inc.		3,475		132
Constellation Brands, Inc. Class A		1,408		362
Costco Wholesale Corp.		4,544		2,450
General Mills, Inc.		6,777		578
Hormel Foods Corp.		1,830		86
Kellogg Co.		1,080		79
Kimberly-Clark Corp.		2,120		288
Lamb Weston Holdings, Inc.		1,374		119
McCormick & Co., Inc.		2,942		251
Molson Coors Beverage Co. Class B		2,045		113
Mondelez International, Inc. Class A		12,769		863

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Monster Beverage Corp. (a)		3,965	$	408
PepsiCo, Inc.		15,419		2,860
Philip Morris International, Inc.		16,649		1,659
Sysco Corp.		5,774		500
The Clorox Co.		690		103
The Coca-Cola Co.		27,653		1,759
The Estee Lauder Cos., Inc.		2,324		548
The Hershey Co.		1,804		424
The J.M. Smucker Co.		828		128
The Kraft Heinz Co.		6,993		275
The Kroger Co.		8,039		396
The Procter & Gamble Co.		28,568		4,261
Tyson Foods, Inc. Class A		2,142		142
Walgreens Boots Alliance, Inc.		5,210		216
Walmart, Inc.		14,494		2,209
				23,547
Energy (2.5%):
APA Corp.		1,896		89
Baker Hughes Co.		8,513		247
Chevron Corp.		22,232		4,075
ConocoPhillips		14,432		1,783
Coterra Energy, Inc.		2,120		59
Devon Energy Corp.		4,851		332
Diamondback Energy, Inc.		2,111		313
EOG Resources, Inc.		4,759		676
Exxon Mobil Corp.		39,044		4,347
Halliburton Co.		9,010		341
Hess Corp.		2,683		386
Kinder Morgan, Inc.		7,546		144
Marathon Oil Corp.		8,612		264
Marathon Petroleum Corp.		6,584		802
Occidental Petroleum Corp.		6,740		468
ONEOK, Inc.		5,513		369
Phillips 66		2,813		305
Pioneer Natural Resources Co.		2,039		481
Schlumberger NV		17,463		900
The Williams Cos., Inc.		14,342		498
Valero Energy Corp.		4,779		639
				17,518
Financials (5.8%):
Aflac, Inc.		6,526		469
American Express Co.		6,409		1,010
American International Group, Inc.		9,640		608
Ameriprise Financial, Inc.		1,259		418
Aon PLC Class A		2,360		728
Arthur J. Gallagher & Co.		2,370		472
Assurant, Inc.		653		84
Bank of America Corp.		80,700		3,054
Berkshire Hathaway, Inc. Class B (a)		18,910		6,025

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
BlackRock, Inc.		1,540	$	1,103
Brown & Brown, Inc.		1,903		113
Capital One Financial Corp.		4,781		494
Cboe Global Markets, Inc.		1,027		130
Chubb Ltd.		3,972		872
Cincinnati Financial Corp.		1,898		211
Citigroup, Inc.		14,818		717
Citizens Financial Group, Inc.		5,249		222
CME Group, Inc.		3,122		551
Comerica, Inc.		1,616		116
Discover Financial Services		3,419		370
FactSet Research Systems, Inc.		388		179
Fifth Third Bancorp		8,477		308
Huntington Bancshares, Inc.		12,687		196
Intercontinental Exchange, Inc.		5,757		624
Invesco Ltd.		4,160		79
JPMorgan Chase & Co.		32,040		4,427
KeyCorp		11,521		217
Lincoln National Corp.		1,769		69
Loews Corp.		2,402		140
M&T Bank Corp.		2,181		371
Marsh & McLennan Cos., Inc.		5,030		871
MetLife, Inc.		7,410		568
Moody's Corp.		1,624		484
Morgan Stanley		14,869		1,384
MSCI, Inc.		992		504
Nasdaq, Inc.		3,477		238
Northern Trust Corp. (c)		1,649		154
Principal Financial Group, Inc.		2,476		222
Prudential Financial, Inc.		4,592		496
Raymond James Financial, Inc.		1,989		233
Regions Financial Corp.		9,790		227
S&P Global, Inc.		3,628		1,280
State Street Corp.		3,749		299
SVB Financial Group (a)		645		150
Synchrony Financial		6,103		229
T. Rowe Price Group, Inc.		2,189		273
The Allstate Corp.		3,040		407
The Bank of New York Mellon Corp.		5,526		254
The Charles Schwab Corp.		15,402		1,271
The Goldman Sachs Group, Inc.		3,096		1,196
The Hartford Financial Services Group, Inc.		2,900		221
The PNC Financial Services Group, Inc.		4,807		809
The Progressive Corp.		5,434		718
The Travelers Cos., Inc.		2,350		446
Truist Financial Corp.		9,641		451
U.S. Bancorp		11,380		517
W.R. Berkley Corp.		2,739		209
Wells Fargo & Co.		39,812		1,909

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Willis Towers Watson PLC		1,136	$	280
Zions Bancorp NA		1,870		97
				40,774
Health Care (7.4%):
Abbott Laboratories		20,353		2,190
AbbVie, Inc.		16,903		2,724
ABIOMED, Inc. (a)		568		215
Agilent Technologies, Inc.		3,708		575
Align Technology, Inc. (a)		809		159
AmerisourceBergen Corp.		1,410		241
Amgen, Inc.		5,957		1,706
Baxter International, Inc.		4,106		232
Becton Dickinson & Co.		2,074		517
Biogen, Inc. (a)		1,216		371
Bio-Techne Corp.		364		31
Boston Scientific Corp. (a)		16,790		760
Bristol-Myers Squibb Co.		22,926		1,840
Cardinal Health, Inc.		2,310		185
Centene Corp. (a)		5,336		464
Cigna Corp.		3,445		1,133
CVS Health Corp.		13,059		1,330
Danaher Corp.		6,489		1,774
DaVita, Inc. (a)		748		55
DENTSPLY SIRONA, Inc.		1,150		35
Dexcom, Inc. (a)		3,032		353
Edwards Lifesciences Corp. (a)		6,150		475
Elevance Health, Inc.		2,398		1,278
Eli Lilly & Co.		8,712		3,233
Gilead Sciences, Inc.		8,764		770
HCA Healthcare, Inc.		2,625		631
Henry Schein, Inc. (a)		1,136		92
Hologic, Inc. (a)		2,461		187
Humana, Inc.		1,376		757
IDEXX Laboratories, Inc. (a)		1,028		438
Illumina, Inc. (a)		1,842		402
Incyte Corp. (a)		578		46
Intuitive Surgical, Inc. (a)		4,247		1,148
IQVIA Holdings, Inc. (a)		1,977		431
Johnson & Johnson		28,442		5,063
Laboratory Corp. of America Holdings		1,063		256
McKesson Corp.		1,450		553
Medtronic PLC		6,654		526
Merck & Co., Inc.		26,683		2,938
Mettler-Toledo International, Inc. (a)		250		367
Moderna, Inc. (a)		3,389		596
Molina Healthcare, Inc. (a)		575		194
Organon & Co.		1,845		48
PerkinElmer, Inc.		1,164		163
Pfizer, Inc.		48,283		2,420
Quest Diagnostics, Inc.		1,126		171

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Regeneron Pharmaceuticals, Inc. (a)		1,226	$	922
ResMed, Inc.		1,723		397
STERIS PLC		864		160
Stryker Corp.		3,361		786
The Cooper Cos., Inc.		445		141
Thermo Fisher Scientific, Inc.		3,958		2,217
UnitedHealth Group, Inc.		9,992		5,473
Vertex Pharmaceuticals, Inc. (a)		2,999		949
Viatris, Inc.		4,869		54
Waters Corp. (a)		690		239
West Pharmaceutical Services, Inc.		489		115
Zimmer Biomet Holdings, Inc.		1,229		148
Zoetis, Inc.		4,796		739
				52,413
Industrials (4.1%):
3M Co.		5,685		716
A O Smith Corp.		1,607		98
Alaska Air Group, Inc. (a)		1,550		74
Allegion PLC		880		100
American Airlines Group, Inc. (a)		6,217		90
AMETEK, Inc.		2,861		407
C.H. Robinson Worldwide, Inc.		779		78
Carrier Global Corp.		7,990		354
Caterpillar, Inc.		5,175		1,223
Cintas Corp.		1,066		492
Copart, Inc. (a)		4,572		304
CoStar Group, Inc. (a)		3,071		249
CSX Corp.		24,039		786
Cummins, Inc.		1,577		396
Deere & Co.		3,434		1,514
Delta Air Lines, Inc. (a)		7,217		255
Dover Corp.		1,435		204
Eaton Corp. PLC		4,316		705
Emerson Electric Co.		4,743		454
Equifax, Inc.		1,334		263
Expeditors International of Washington, Inc.		1,610		187
Fastenal Co.		5,972		308
FedEx Corp.		2,126		387
Fortive Corp.		2,506		169
Fortune Brands Home & Security, Inc.		1,596		104
General Dynamics Corp.		1,726		436
General Electric Co.		11,338		975
Honeywell International, Inc.		7,027		1,543
Howmet Aerospace, Inc.		3,713		140
Huntington Ingalls Industries, Inc.		470		109
IDEX Corp.		779		185
Illinois Tool Works, Inc.		2,480		564
Ingersoll Rand, Inc.		4,166		225
J.B. Hunt Transport Services, Inc.		714		131
Jacobs Solutions, Inc.		1,124		142

See notes to financial statements.

8

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November 30, 2022

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

Security Description	Shares		Value
Johnson Controls International PLC		6,676	$	444
L3Harris Technologies, Inc.		2,025		460
Lockheed Martin Corp.		2,228		1,081
Masco Corp.		2,915		148
Nordson Corp.		554		131
Norfolk Southern Corp.		2,582		662
Northrop Grumman Corp.		1,594		850
Old Dominion Freight Line, Inc.		882		267
Otis Worldwide Corp.		3,056		239
PACCAR, Inc.		2,564		272
Parker-Hannifin Corp.		1,216		364
Pentair PLC		869		40
Quanta Services, Inc.		1,444		216
Raytheon Technologies Corp.		14,809		1,462
Republic Services, Inc.		2,086		291
Robert Half International, Inc.		1,284		101
Rockwell Automation, Inc.		1,190		314
Rollins, Inc.		2,318		94
Snap-on, Inc.		594		143
Southwest Airlines Co. (a)		4,959		198
Stanley Black & Decker, Inc.		983		80
Textron, Inc.		2,070		148
The Boeing Co. (a)		4,735		847
Trane Technologies PLC		2,861		510
TransDigm Group, Inc.		593		373
Union Pacific Corp.		7,288		1,585
United Airlines Holdings, Inc. (a)		3,649		161
United Parcel Service, Inc. Class B		6,904		1,310
United Rentals, Inc. (a)		750		265
Verisk Analytics, Inc.		1,450		266
W.W. Grainger, Inc.		478		288
Waste Management, Inc.		3,869		649
Westinghouse Air Brake Technologies Corp.		1,745		176
Xylem, Inc.		1,548		174
				28,976
Information Technology (12.7%):
Accenture PLC Class A		6,475		1,949
Adobe, Inc. (a)		5,423		1,871
Advanced Micro Devices, Inc. (a)		16,362		1,270
Akamai Technologies, Inc. (a)		1,562		148
Amphenol Corp. Class A		5,634		453
Analog Devices, Inc.		5,096		876
ANSYS, Inc. (a)		796		202
Apple, Inc.		154,626		22,889
Applied Materials, Inc.		10,258		1,124
Arista Networks, Inc. (a)		2,364		329
Autodesk, Inc. (a)		2,574		520
Automatic Data Processing, Inc.		4,304		1,137
Broadcom, Inc.		4,130		2,276
Broadridge Financial Solutions, Inc.		369		55

See notes to financial statements.

9

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November 30, 2022

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

Security Description	Shares		Value
Cadence Design Systems, Inc. (a)		2,583	$	444
CDW Corp.		1,428		269
Ceridian HCM Holding, Inc. (a)		1,295		89
Cisco Systems, Inc.		39,302		1,954
Cognizant Technology Solutions Corp. Class A		5,181		322
Corning, Inc.		7,670		262
DXC Technology Co. (a)		3,194		95
Enphase Energy, Inc. (a)		1,224		392
EPAM Systems, Inc. (a)		537		198
F5, Inc. (a)		421		65
Fidelity National Information Services, Inc.		1,247		91
Fiserv, Inc. (a)		6,882		718
Fortinet, Inc. (a)		7,295		388
Gartner, Inc. (a)		843		295
Global Payments, Inc.		2,592		269
Hewlett Packard Enterprise Co.		12,525		210
HP, Inc.		12,818		385
Intel Corp.		29,899		899
International Business Machines Corp.		9,453		1,408
Intuit, Inc.		2,659		1,084
Juniper Networks, Inc.		2,447		81
Keysight Technologies, Inc. (a)		1,866		338
KLA Corp.		1,555		611
Lam Research Corp.		1,595		754
Mastercard, Inc. Class A		8,421		3,001
Microchip Technology, Inc.		5,696		451
Micron Technology, Inc.		10,223		589
Microsoft Corp.		71,508		18,245
Motorola Solutions, Inc.		1,485		404
NetApp, Inc.		2,488		168
NortonLifeLock, Inc.		1,010		23
NVIDIA Corp.		30,201		5,111
NXP Semiconductors NV		2,048		360
ON Semiconductor Corp. (a)		5,140		387
Oracle Corp.		19,157		1,591
Paychex, Inc.		2,957		367
Paycom Software, Inc. (a)		608		206
PayPal Holdings, Inc. (a)		13,699		1,074
Qorvo, Inc. (a)		1,188		118
QUALCOMM, Inc.		12,055		1,525
Roper Technologies, Inc.		1,242		545
Salesforce, Inc. (a)		6,806		1,091
Seagate Technology Holdings PLC		2,345		124
ServiceNow, Inc. (a)		2,279		949
Skyworks Solutions, Inc.		708		68
SolarEdge Technologies, Inc. (a)		224		67
Synopsys, Inc. (a)		1,398		475
TE Connectivity Ltd.		3,470		438
Teledyne Technologies, Inc. (a)		69		29
Texas Instruments, Inc.		8,840		1,595

See notes to financial statements.

10

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
VeriSign, Inc. (a)		785	$	157
Visa, Inc. Class A		16,518		3,584
Western Digital Corp. (a)		1,369		50
Xerox Holdings Corp.		1		—	(b)
Zebra Technologies Corp. (a)		649		175
				89,687
Materials (1.3%):
Air Products and Chemicals, Inc.		1,923		596
Albemarle Corp.		1,201		334
Avery Dennison Corp.		906		175
Ball Corp.		3,726		209
Celanese Corp.		463		50
CF Industries Holdings, Inc.		2,538		275
Corteva, Inc.		8,159		548
Dow, Inc.		8,954		456
DuPont de Nemours, Inc.		3,671		259
Eastman Chemical Co.		1,432		124
Ecolab, Inc.		1,707		256
FMC Corp.		1,168		153
Freeport-McMoRan, Inc.		15,889		632
International Flavors & Fragrances, Inc.		1,485		157
International Paper Co.		3,667		136
Linde PLC		5,953		2,003
LyondellBasell Industries NV Class A		2,696		229
Martin Marietta Materials, Inc.		721		264
Newmont Corp.		8,551		406
Nucor Corp.		2,642		396
PPG Industries, Inc.		1,640		222
Sealed Air Corp.		1,340		71
The Mosaic Co.		4,511		231
The Sherwin-Williams Co.		2,304		574
Vulcan Materials Co.		1,110		204
Westrock Co.		2,863		109
				9,069
Real Estate (1.1%):
Alexandria Real Estate Equities, Inc.		1,101		171
American Tower Corp.		4,297		951
AvalonBay Communities, Inc.		740		129
Boston Properties, Inc.		1,758		127
CBRE Group, Inc. Class A (a)		3,167		252
Crown Castle, Inc.		4,036		571
Digital Realty Trust, Inc.		3,039		342
Equinix, Inc.		852		588
Equity Residential		2,215		144
Essex Property Trust, Inc.		290		64
Extra Space Storage, Inc.		1,147		184
Federal Realty Investment Trust		884		98
Healthpeak Properties, Inc.		1,880		49
Host Hotels & Resorts, Inc.		8,818		167

See notes to financial statements.

11

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Iron Mountain, Inc.		3,600	$	196
Kimco Realty Corp.		5,368		123
Mid-America Apartment Communities, Inc.		1,273		210
Prologis, Inc.		8,574		1,010
Public Storage		1,221		364
Realty Income Corp.		6,227		393
Regency Centers Corp.		1,923		128
SBA Communications Corp.		1,109		332
Simon Property Group, Inc.		3,796		453
UDR, Inc.		3,662		152
Ventas, Inc.		4,666		217
Welltower, Inc.		4,568		325
Weyerhaeuser Co.		6,892		225
				7,965
Utilities (1.3%):
Alliant Energy Corp.		3,054		172
Ameren Corp.		2,468		220
American Electric Power Co., Inc.		4,277		414
American Water Works Co., Inc.		2,262		343
CenterPoint Energy, Inc.		6,318		197
CMS Energy Corp.		3,064		187
Consolidated Edison, Inc.		3,777		370
Constellation Energy Corp.		3,575		344
Dominion Energy, Inc.		3,742		229
DTE Energy Co.		1,653		192
Duke Energy Corp.		8,868		886
Edison International		1,730		115
Entergy Corp.		1,967		229
Evergy, Inc.		660		39
Eversource Energy		3,443		285
Exelon Corp.		10,726		444
FirstEnergy Corp.		5,476		226
NextEra Energy, Inc.		18,576		1,573
NiSource, Inc.		4,671		131
NRG Energy, Inc.		2,789		118
PG&E Corp. (a)		14,098		221
PPL Corp.		6,580		194
Public Service Enterprise Group, Inc.		6,188		375
Sempra Energy		1,884		313
The AES Corp.		7,856		227
The Southern Co.		9,551		646
WEC Energy Group, Inc.		2,943		292
Xcel Energy, Inc.		5,211		366
				9,348
Total Common Stocks (Cost $107,226)				337,616

See notes to financial statements.

12

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November 30, 2022

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

Security Description	Principal Amount		Value
Corporate Bonds (0.0%) (f)
Real Estate (0.0%):
Northwest Senior Housing Corp. — Edgemere Project, Promissory Note, DIP Loan, 10.00%, 12/31/23 (d) (e)	$	244	$	245
Total Corporate Bonds (Cost $244)				245
Municipal Bonds (51.5%)
Alabama (0.5%):
Columbia Industrial Development Board Revenue (NBGA — Southern Co.), Series A, 1.60%, 12/1/37, Continuously Callable @100 (g)		500		500
Cooper Green Mercy Health Services Authority Revenue, 5.25%, 9/1/52, Continuously Callable @100		2,000		2,075
DCH Healthcare Authority Revenue, Series A, 4.00%, 6/1/51, Continuously Callable @100		1,000		871
				3,446
Alaska (0.1%):
Northern Tobacco Securitization Corp. Revenue, Series A, 4.00%, 6/1/50, Continuously Callable @100		500		428
Arizona (2.2%):
Arizona IDA Revenue 4.00%, 7/1/41, Continuously Callable @100		400		349
5.00%, 7/1/47, Continuously Callable @100		1,000		1,012
5.00%, 11/1/47, Continuously Callable @100		1,000		1,030
4.00%, 7/1/52, Continuously Callable @100		840		656
Series A, 4.00%, 7/1/51, Continuously Callable @100		750		588
City of Phoenix IDA Revenue, 5.00%, 7/1/46, Continuously Callable @100		1,300		1,261
La Paz County IDA Revenue 4.00%, 2/15/41, Continuously Callable @100		425		361
4.00%, 2/15/46, Continuously Callable @100		345		277
4.00%, 2/15/51, Continuously Callable @100		300		231
Maricopa County IDA Revenue 4.00%, 7/1/51, Continuously Callable @100 (h)		1,500		1,158
Series A, 5.00%, 9/1/42, Continuously Callable @100		500		514
Series A, 4.00%, 7/1/46, Continuously Callable @100		735		656
Series A, 5.00%, 7/1/49, Continuously Callable @100		1,000		1,001
Series A, 5.00%, 7/1/54, Continuously Callable @100		1,275		1,257
Series A, 4.00%, 7/1/56, Continuously Callable @100		1,000		840
Pima County IDA Revenue, 4.00%, 4/1/46, Continuously Callable @100		2,000		1,747
Student & Academic Services LLC Revenue, 5.00%, 6/1/44, Continuously Callable @100		1,000		1,014
Tempe IDA Revenue, Series B, 4.00%, 12/1/46, Continuously Callable @102		1,185		840
The IDA of the County of Pima Revenue, 4.00%, 6/15/51, Continuously Callable @100 (h)		1,000		730
				15,522

See notes to financial statements.

13

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November 30, 2022

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

Security Description	Principal Amount		Value
Arkansas (0.1%):
Arkansas Development Finance Authority Revenue, 4.00%, 12/1/44, Continuously Callable @100	$	1,000	$	940
California (1.1%):
California Educational Facilities Authority Revenue, 5.00%, 10/1/52, Continuously Callable @100		2,000		2,003
Jurupa Public Financing Authority Special Tax, Series A, 5.00%, 9/1/42, Continuously Callable @100		1,200		1,220
State of California, GO, 5.00%, 8/1/45, Continuously Callable @100		1,000		1,036
Sutter Butte Flood Agency Special Assessment (INS — Build America Mutual Assurance Co.), 5.00%, 10/1/40, Continuously Callable @100		1,000		1,027
West Contra Costa Unified School District, GO (INS — National Public Finance Guarantee Corp.), 8/1/34 (i)		4,435		2,833
				8,119
Colorado (1.6%):
Colorado Educational & Cultural Facilities Authority Revenue 5.00%, 12/1/38, Continuously Callable @100		1,000		1,037
5.00%, 4/1/48, Continuously Callable @100		710		711
4.00%, 1/1/52, Continuously Callable @100		675		514
5.00%, 9/1/52, Continuously Callable @100		730		711
4.00%, 1/1/62, Continuously Callable @100		795		576
Colorado Health Facilities Authority Revenue 5.00%, 6/1/45, Pre-refunded 6/1/25 @ 100		1,000		1,057
Series A, 4.00%, 9/1/50, Continuously Callable @100		1,000		839
Series A, 4.00%, 12/1/50, Continuously Callable @103		1,000		814
Denver Convention Center Hotel Authority Revenue, 5.00%, 12/1/40, Continuously Callable @100		1,000		991
Denver Health & Hospital Authority Certificate of Participation, 5.00%, 12/1/48, Continuously Callable @100		1,900		1,833
Park Creek Metropolitan District Revenue 5.00%, 12/1/41, Continuously Callable @100		250		255
5.00%, 12/1/45, Continuously Callable @100		1,000		1,015
Rampart Range Metropolitan District No. 1 Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 12/1/47, Continuously Callable @100		1,000		1,042
				11,395
Connecticut (0.7%):
Connecticut State Health & Educational Facilities Authority Revenue Series T, 4.00%, 7/1/55, Continuously Callable @100		1,000		847
Series U, 4.00%, 7/1/52, Continuously Callable @100		2,000		1,710
State of Connecticut, GO Series A, 5.00%, 4/15/36, Continuously Callable @100		1,500		1,631
Series A, 5.00%, 4/15/37, Continuously Callable @100		1,000		1,071
				5,259
Florida (2.2%):
Brevard County Health Facilities Authority Revenue, Series A, 5.00%, 4/1/52, Continuously Callable @100		1,000		1,021

See notes to financial statements.

14

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November 30, 2022

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

Security Description	Principal Amount		Value
Capital Trust Agency, Inc. Revenue 5.00%, 8/1/40, Continuously Callable @100	$	300	$	304
5.00%, 8/1/55, Continuously Callable @100		400		364
City of Atlantic Beach Revenue, Series A, 5.00%, 11/15/53, Continuously Callable @103		1,000		942
City of Pompano Beach Revenue 4.00%, 9/1/50, Continuously Callable @103		1,500		1,167
Series A, 4.00%, 9/1/51, Continuously Callable @103		500		387
Florida Development Finance Corp. Revenue 5.00%, 7/1/51, Continuously Callable @100		395		356
Series A, 5.00%, 6/15/52, Continuously Callable @100		1,250		1,212
Lee County IDA Revenue, Series A, 5.25%, 10/1/52, Continuously Callable @103		850		782
Lee Memorial Health System Revenue, Series A-1, 5.00%, 4/1/44, Continuously Callable @100		1,450		1,467
Miami Beach Health Facilities Authority Revenue, 4.00%, 11/15/51, Continuously Callable @100		500		430
Miami-Dade County Health Facilities Authority Revenue, Series A, 4.00%, 8/1/51, Continuously Callable @100		1,000		861
Palm Beach County Educational Facilities Authority Revenue, 4.00%, 10/1/51, Continuously Callable @100		1,000		805
Sarasota County Health Facilities Authority Revenue, 5.00%, 5/15/38, Continuously Callable @103		700		701
Sarasota County Public Hospital District Revenue, 4.00%, 7/1/52, Continuously Callable @100		2,000		1,790
Seminole County IDA Revenue, 4.00%, 6/15/51, Continuously Callable @100 (h)		830		632
Southeast Overtown Park West Community Redevelopment Agency Tax Allocation, Series A-1, 5.00%, 3/1/30, Continuously Callable @100 (h)		1,000		1,022
Volusia County Educational Facility Authority Revenue, Series B, 5.00%, 10/15/45, Pre-refunded 4/15/25 @ 100		1,000		1,056
				15,299
Georgia (1.4%):
Crisp County Hospital Authority Revenue, 4.00%, 7/1/51, Continuously Callable @100		575		511
Development Authority of Appling County Revenue, 2.25%, 9/1/41, Continuously Callable @100 (g)		1,100		1,100
Glynn-Brunswick Memorial Hospital Authority Revenue, 5.00%, 8/1/43, Continuously Callable @100		1,000		1,004
Milledgeville & Baldwin County Development Authority Revenue, 4.00%, 6/15/37, Continuously Callable @100		1,300		1,290
Municipal Electric Authority of Georgia Revenue, 4.00%, 1/1/51, Continuously Callable @100		425		358
Private Colleges & Universities Authority Revenue, 4.00%, 6/1/45, Continuously Callable @100		750		663
The Development Authority of Burke County Revenue, Series 1, 2.05%, 7/1/49, Continuously Callable @100 (g)		5,000		5,000
				9,926

See notes to financial statements.

15

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November 30, 2022

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

Security Description	Principal Amount		Value
Guam (0.3%):
Antonio B Won Pat International Airport Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.50%, 10/1/33, Pre-refunded 10/1/23 @ 100	$	750	$	767
Guam Government Waterworks Authority Revenue, 5.50%, 7/1/43, Pre-refunded 7/1/23 @ 100		1,000		1,017
				1,784
Illinois (5.1%):
Bureau County Township High School District No. 502, GO (INS — Build America Mutual Assurance Co.), Series A, 5.00%, 12/1/37, Pre-refunded 12/1/27 @ 100		1,000		1,107
Chicago Board of Education, GO, Series A, 5.00%, 12/1/47, Continuously Callable @100		3,200		3,035
Chicago Midway International Airport Revenue, Series B, 5.00%, 1/1/41, Continuously Callable @100		1,000		1,014
Chicago O'Hare International Airport Revenue, Series C, 5.00%, 1/1/41, Continuously Callable @100		1,000		1,030
Chicago O'Hare International Airport Revenue (INS — Assured Guaranty Municipal Corp.), 5.25%, 1/1/33, Continuously Callable @100		1,000		1,001
Chicago Park District, GO, Series C, 4.00%, 1/1/42, Continuously Callable @100		1,250		1,121
Chicago Transit Authority Sales Tax Receipts Fund Revenue Series A, 5.00%, 12/1/52, Continuously Callable @100		685		697
Series A, 4.00%, 12/1/55, Continuously Callable @100		2,000		1,636
City of Chicago Wastewater Transmission Revenue 5.00%, 1/1/44, Continuously Callable @100		1,000		1,004
Series A, 5.00%, 1/1/47, Continuously Callable @100		1,000		1,001
City of Chicago Waterworks Revenue, 5.00%, 11/1/44, Continuously Callable @100		1,000		1,004
City of Galesburg Revenue, Series A, 4.00%, 10/1/46, Continuously Callable @100		1,000		880
Cook County Community College District No. 508, GO (INS — Build America Mutual Assurance Co.), 5.00%, 12/1/47, Continuously Callable @100		1,000		1,028
County of Cook Sales Tax Revenue, 5.00%, 11/15/38, Continuously Callable @100		1,000		1,040
Illinois Educational Facilities Authority Revenue, 4.00%, 11/1/36, Continuously Callable @102		1,000		963
Illinois Finance Authority Revenue 3.90%, 3/1/30, Continuously Callable @100		1,000		1,014
5.00%, 5/15/37, Continuously Callable @100		1,000		995
5.00%, 5/15/40, Continuously Callable @100		1,275		1,148
5.00%, 8/15/44, Continuously Callable @100		1,000		1,002
5.00%, 10/1/44, Continuously Callable @100		1,000		1,056
4.00%, 10/15/44, Continuously Callable @103		2,000		1,611
5.00%, 5/15/45, Continuously Callable @100		1,000		871
Series A, 4.00%, 8/1/51, Continuously Callable @100		1,000		800
Series C, 4.00%, 2/15/41, Continuously Callable @100		955		928
Series C, 4.00%, 2/15/41, Pre-refunded 2/15/27 @ 100		45		47
Metropolitan Pier & Exposition Authority Revenue, 5.00%, 6/15/50, Continuously Callable @100		2,500		2,533
Northern Illinois University Revenue (INS — Build America Mutual Assurance Co.), Series B, 4.00%, 4/1/40, Continuously Callable @100		600		539

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Sangamon County Water Reclamation District, GO Series A, 4.00%, 1/1/49, Continuously Callable @100	$	1,000	$	952
Series A, 5.75%, 1/1/53, Continuously Callable @100		1,235		1,303
State of Illinois, GO 4.00%, 10/1/33, Continuously Callable @100		2,300		2,210
5.50%, 5/1/39, Continuously Callable @100		225		239
Series A, 5.50%, 3/1/47, Continuously Callable @100		1,000		1,051
				35,860
Indiana (0.5%):
Evansville Redevelopment Authority Revenue (INS — Build America Mutual Assurance Co.), 4.00%, 2/1/39, Continuously Callable @100		1,000		955
Indiana Finance Authority Revenue, 5.00%, 2/1/40, Continuously Callable @100		1,000		1,010
Richmond Hospital Authority Revenue, Series A, 5.00%, 1/1/39, Continuously Callable @100		1,500		1,519
				3,484
Iowa (0.1%):
Iowa Tobacco Settlement Authority Revenue, Series A-2, 4.00%, 6/1/49, Continuously Callable @100		1,000		858
Kansas (1.4%):
City of Coffeyville Electric System Revenue (INS — National Public Finance Guarantee Corp.), Series B, 5.00%, 6/1/42, Pre-refunded 6/1/25 @ 100 (h)		1,000		1,059
City of Lawrence Revenue 5.00%, 7/1/43, Continuously Callable @100		1,500		1,533
Series A, 4.00%, 7/1/36, Continuously Callable @100		1,500		1,417
City of Manhattan Revenue, Series A, 4.00%, 6/1/46, Continuously Callable @103		1,000		754
City of Wichita Revenue, 4.63%, 9/1/33, Continuously Callable @100		1,000		977
Wyandotte County-Kansas City Unified Government Tax Allocation, 5.75%, 3/1/41, Continuously Callable @103 (h)		2,000		1,916
Wyandotte County-Kansas City Unified Government Utility System Revenue Series A, 5.00%, 9/1/44, Continuously Callable @100		1,250		1,273
Series A, 5.00%, 9/1/45, Continuously Callable @100		1,000		1,020
				9,949
Kentucky (0.8%):
City of Ashland Revenue, 5.00%, 2/1/40, Continuously Callable @100		1,000		1,007
Kentucky Bond Development Corp. Revenue, 4.00%, 6/1/46, Continuously Callable @100		750		653
Kentucky Economic Development Finance Authority Revenue, 5.00%, 5/15/46, Continuously Callable @100		1,000		780
Kentucky Economic Development Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 12/1/45, Continuously Callable @100		1,000		1,010
Louisville Jefferson County Metropolitan Government Revenue, Series A, 5.00%, 5/15/52, Continuously Callable @100		2,000		2,020
				5,470

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Louisiana (1.9%):
City of Shreveport Water & Sewer Revenue, 5.00%, 12/1/40, Continuously Callable @100	$	1,000	$	1,018
City of Shreveport Water & Sewer Revenue (INS — Assured Guaranty Corp.), Series B, 4.00%, 12/1/44, Continuously Callable @100		500		464
City of Shreveport Water & Sewer Revenue (INS — Build America Mutual Assurance Co.), Series C, 5.00%, 12/1/39, Continuously Callable @100		1,000		1,013
Jefferson Sales Tax District Revenue, Series B, 4.00%, 12/1/42, Continuously Callable @100		1,500		1,467
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue (INS — Assured Guaranty Municipal Corp.) 5.00%, 10/1/39, Continuously Callable @100		1,000		1,023
5.00%, 10/1/43, Continuously Callable @100		1,000		1,020
4.00%, 10/1/46, Continuously Callable @100		1,000		931
Louisiana Public Facilities Authority Revenue 5.00%, 7/1/52, Continuously Callable @100		1,000		1,007
4.00%, 1/1/56, Continuously Callable @100		1,000		790
Louisiana Public Facilities Authority Revenue (INS — Build America Mutual Assurance Co.), 5.25%, 6/1/51, Pre-refunded 6/1/25 @ 100		1,000		1,064
Parish of East Baton Rouge Capital Improvements District Revenue, 4.00%, 8/1/44, Continuously Callable @100		1,400		1,320
State of Louisiana Gasoline & Fuels Tax Revenue, Series C, 5.00%, 5/1/45, Continuously Callable @100		1,500		1,544
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 5/15/35, Continuously Callable @100		1,000		1,008
				13,669
Maine (0.3%):
Maine Health & Higher Educational Facilities Authority Revenue Series A, 4.00%, 7/1/46, Continuously Callable @100		1,000		837
Series A, 4.00%, 7/1/50, Continuously Callable @100		1,175		1,057
				1,894
Maryland (0.3%):
City of Gaithersburg Maryland Revenue, 5.13%, 1/1/42, Continuously Callable @103		865		867
Maryland Health & Higher Educational Facilities Authority Revenue, 4.00%, 7/1/45, Continuously Callable @100		1,100		952
				1,819
Massachusetts (1.9%):
Massachusetts Development Finance Agency Revenue 5.00%, 4/15/40, Continuously Callable @100		1,000		1,001
5.00%, 7/1/46, Continuously Callable @100		1,000		1,007
4.00%, 9/1/48, Continuously Callable @100		1,380		1,158
2.50% (MUNIPSA+60bps), 7/1/49, Continuously Callable @100 (h) (j)		1,250		1,279
4.00%, 7/1/51, Continuously Callable @100		1,500		1,273
5.00%, 10/1/57, Continuously Callable @105 (h)		1,000		1,011
Series A, 5.00%, 6/1/39, Pre-refunded 6/1/29 @ 100		1,000		1,143
Series A, 5.50%, 7/1/44, Continuously Callable @100		500		465
Series A, 5.00%, 7/1/44, Continuously Callable @100		1,600		1,600

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Series B, 4.00%, 6/1/50, Continuously Callable @100	$	1,000	$	840
Series B, 4.00%, 7/1/50, Continuously Callable @100		850		724
Series D, 5.00%, 7/1/44, Continuously Callable @100		1,000		1,000
Series F, 5.75%, 7/15/43, Continuously Callable @100		1,000		1,001
				13,502
Michigan (1.6%):
City of Wyandotte Electric System Revenue (INS — Build America Mutual Assurance Co.), Series A, 5.00%, 10/1/44, Continuously Callable @100		1,000		1,022
Detroit Downtown Development Authority Tax Allocation (INS — Assured Guaranty Municipal Corp.), 5.00%, 7/1/43, Continuously Callable @100		1,750		1,755
Jackson Public Schools, GO (NBGA — Michigan School Bond Qualification & Loan Program), 5.00%, 5/1/42, Continuously Callable @100		1,000		1,057
Karegnondi Water Authority Revenue, 5.00%, 11/1/41, Continuously Callable @100		1,000		1,032
Kentwood Economic Development Corp. Revenue, 4.00%, 11/15/45, Continuously Callable @103		500		399
Lincoln Consolidated School District, GO (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 5/1/40, Continuously Callable @100		1,250		1,310
Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.), 5.00%, 5/1/45, Continuously Callable @100		1,000		1,027
Michigan Finance Authority Revenue 4.00%, 2/1/42, Continuously Callable @100		745		593
4.00%, 9/1/45, Continuously Callable @100		1,000		882
4.00%, 12/1/51, Continuously Callable @100		1,665		1,393
Wayne County Airport Authority Revenue, 5.00%, 12/1/44, Continuously Callable @100		1,000		1,009
				11,479
Minnesota (0.3%):
Housing & Redevelopment Authority Revenue 5.00%, 11/15/44, Pre-refunded 11/15/25 @ 100		1,000		1,062
5.00%, 11/15/47, Continuously Callable @100		1,000		1,018
				2,080
Missouri (0.9%):
Cape Girardeau County IDA Revenue, 4.00%, 3/1/46, Continuously Callable @100		750		605
Health & Educational Facilities Authority of the State of Missouri Revenue 4.00%, 2/1/48, Continuously Callable @100		1,500		1,155
4.00%, 2/15/51, Continuously Callable @100		480		404
Health & Educational Facilities Authority Revenue 5.00%, 8/1/45, Continuously Callable @100		1,270		1,228
4.00%, 2/15/49, Continuously Callable @100		250		225
Missouri Development Finance Board Revenue, 4.00%, 3/1/51, Continuously Callable @100		1,000		795
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 10/1/38, Continuously Callable @100		1,000		1,029
St. Louis Municipal Finance Corp. Revenue (INS-Assured Guaranty Corp.), 5.00%, 10/1/45, Continuously Callable @100		1,000		1,024
				6,465

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Montana (0.1%):
Montana Facility Finance Authority Revenue, Series A, 4.00%, 6/1/45, Continuously Callable @100	$	485	$	433
Nebraska (0.6%):
Central Plains Energy Project Revenue 5.00%, 5/1/53, Callable 1/7/29 @ 100.22		2,000		2,028
Series A, 5.00%, 9/1/42		1,000		1,033
Douglas County Hospital Authority No. 3 Revenue, 5.00%, 11/1/48, Continuously Callable @100		1,000		1,008
				4,069
Nevada (0.6%):
City of Carson City Revenue, 5.00%, 9/1/42, Continuously Callable @100		1,000		1,006
Las Vegas Convention & Visitors Authority Revenue, Series C, 4.00%, 7/1/41, Continuously Callable @100		1,555		1,462
Las Vegas Redevelopment Agency Tax Allocation, 5.00%, 6/15/45, Continuously Callable @100		1,500		1,512
				3,980
New Hampshire (0.2%):
New Hampshire Business Finance Authority Revenue, 4.00%, 1/1/51, Continuously Callable @103		2,000		1,647
New Jersey (2.6%):
Essex County Improvement Authority Revenue, 4.00%, 6/15/51, Continuously Callable @100		1,100		865
New Jersey Economic Development Authority Revenue 5.00%, 6/15/42, Continuously Callable @100		2,000		2,048
5.00%, 6/15/43, Continuously Callable @100		1,000		1,024
Series A, 4.00%, 7/1/34, Continuously Callable @100		1,000		963
Series A, 5.00%, 6/15/47, Continuously Callable @100		1,000		1,016
Series B, 5.00%, 6/15/43, Continuously Callable @100		1,000		1,024
New Jersey Economic Development Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 6/1/37, Continuously Callable @100		500		512
New Jersey Educational Facilities Authority Revenue, Series B, 5.00%, 9/1/36, Continuously Callable @100		1,000		1,029
New Jersey Educational Facilities Authority Revenue (INS — Assured Guaranty Municipal Corp.), Series C, 4.00%, 7/1/50, Continuously Callable @100		1,000		917
New Jersey Health Care Facilities Financing Authority Revenue, 5.00%, 10/1/37, Continuously Callable @100		1,000		1,035
New Jersey Transportation Trust Fund Authority Revenue 5.00%, 6/15/48, Continuously Callable @100 (k)		1,000		1,022
Series A, 5.00%, 12/15/35, Continuously Callable @100		1,000		1,049
Series A, 12/15/38 (i)		1,500		687
Series AA, 5.00%, 6/15/44, Continuously Callable @100		1,000		1,006
Series BB, 4.00%, 6/15/50, Continuously Callable @100		1,000		877
South Jersey Transportation Authority LLC Revenue, Series A, 5.00%, 11/1/39, Continuously Callable @100		1,250		1,262
South Jersey Transportation Authority Revenue, 5.25%, 11/1/52, Continuously Callable @100		500		528

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
The Atlantic County Improvement Authority Revenue, 4.00%, 7/1/53, Continuously Callable @100	$	750	$	663
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 6/1/46, Continuously Callable @100		500		504
				18,031
New Mexico (0.2%):
New Mexico Hospital Equipment Loan Council Revenue, Series LA, 5.00%, 7/1/49, Continuously Callable @102		1,500		1,232
New York (1.7%):
Genesee County Funding Corp. Revenue, Series A, 5.25%, 12/1/52, Continuously Callable @100		500		503
Metropolitan Transportation Authority Revenue, Series C, 5.00%, 11/15/42, Continuously Callable @100		1,000		992
New York Liberty Development Corp. Revenue 5.25%, 10/1/35		630		690
5.50%, 10/1/37		1,500		1,667
2.80%, 9/15/69, Continuously Callable @100		1,000		843
New York State Dormitory Authority Revenue 4.00%, 2/15/47, Continuously Callable @100		2,000		1,901
4.00%, 3/15/49, Continuously Callable @100		750		703
5.00%, 7/1/57, Continuously Callable @100		1,000		959
Series A, 4.00%, 9/1/50, Continuously Callable @100		2,000		1,549
Series A, 4.00%, 7/1/52, Continuously Callable @100		1,000		808
New York State Dormitory Authority Revenue (INS — AMBAC Assurance Corp.), Series 1, 5.50%, 7/1/40		1,205		1,426
				12,041
North Carolina (0.4%):
North Carolina Medical Care Commission Revenue 5.00%, 10/1/35, Continuously Callable @100		1,000		1,006
5.00%, 1/1/49, Continuously Callable @104		1,500		1,488
				2,494
North Dakota (0.4%):
City of Grand Forks Revenue, 4.00%, 12/1/51, Continuously Callable @100		1,450		1,178
County of Ward Revenue, Series C, 5.00%, 6/1/43, Continuously Callable @100		1,000		839
University of North Dakota Certificate of Participation (INS — Assured Guaranty Corp.), Series A, 4.00%, 6/1/51, Continuously Callable @100		1,000		894
				2,911
Ohio (0.8%):
County of Warren Revenue, Series A, 4.00%, 7/1/45, Continuously Callable @100		735		643
Northeast Ohio Medical University Revenue, 5.00%, 12/1/43, Continuously Callable @100		775		812
Ohio Higher Educational Facility Commission Revenue 4.00%, 12/1/46, Continuously Callable @100		750		620
5.25%, 1/1/52, Continuously Callable @100		1,000		1,026
4.00%, 10/1/52, Continuously Callable @100		2,000		1,608

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Southeastern Ohio Port Authority Revenue, 5.00%, 12/1/43, Continuously Callable @100	$	750	$	597
				5,306
Oklahoma (0.4%):
Oklahoma Development Finance Authority Revenue, Series B, 5.50%, 8/15/57, Continuously Callable @100		1,000		869
Oklahoma Municipal Power Authority Revenue, Series A, 4.00%, 1/1/47, Continuously Callable @100		1,000		956
Pontotoc County Educational Facilities Authority Revenue, 4.00%, 9/1/40, Continuously Callable @100		500		465
Tulsa County Industrial Authority Revenue, 5.25%, 11/15/37, Continuously Callable @102		750		766
				3,056
Oregon (0.5%):
Medford Hospital Facilities Authority Revenue, Series A, 4.00%, 8/15/50, Continuously Callable @100		1,000		905
Oregon State Facilities Authority Revenue, Series A, 4.00%, 10/1/51, Continuously Callable @100		1,000		828
Salem Hospital Facility Authority Revenue 4.00%, 5/15/47, Continuously Callable @103		1,000		792
5.00%, 5/15/53, Continuously Callable @102		1,250		1,146
				3,671
Pennsylvania (5.1%):
Adams County General Authority Revenue, 4.00%, 8/15/45, Continuously Callable @100		1,455		1,330
Allegheny County Hospital Development Authority Revenue 4.00%, 7/15/39, Continuously Callable @100		1,185		1,138
5.00%, 4/1/47, Continuously Callable @100		1,000		1,009
Berks County IDA Revenue 5.00%, 5/15/43, Continuously Callable @102		350		343
5.00%, 11/1/50, Continuously Callable @100		1,500		951
Bucks County IDA Revenue, 4.00%, 8/15/44, Continuously Callable @100		1,000		888
Butler County Hospital Authority Revenue, 5.00%, 7/1/39, Continuously Callable @100		1,125		1,122
Canon Mcmillan School District, GO, 4.00%, 6/1/44, Continuously Callable @100		1,500		1,445
Central Bradford Progress Authority Revenue, Series B, 4.00%, 12/1/51, Continuously Callable @100		2,000		1,682
Chester County IDA Revenue, 5.00%, 10/1/44, Continuously Callable @100		1,000		989
Commonwealth Financing Authority Revenue, 5.00%, 6/1/35, Continuously Callable @100		1,000		1,061
Commonwealth of Pennsylvania Certificate of Participation, Series A, 5.00%, 7/1/43, Continuously Callable @100		1,000		1,050
Indiana County Hospital Authority Revenue, Series A, 6.00%, 6/1/39, Pre-refunded 6/1/23 @ 100		1,625		1,633
Lancaster County Hospital Authority Revenue, 5.00%, 11/1/35, Continuously Callable @100		1,000		1,023
Lancaster IDA Revenue, 4.00%, 7/1/51, Continuously Callable @103		500		384
Latrobe IDA Revenue, 4.00%, 3/1/51, Continuously Callable @100		800		613

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Montgomery County IDA Revenue 5.25%, 1/15/45, Pre-refunded 1/15/25 @ 100	$	1,000	$	1,052
4.00%, 10/1/46, Continuously Callable @100		625		495
4.00%, 10/1/51, Continuously Callable @100		825		625
Series C, 4.00%, 11/15/43, Continuously Callable @103		600		502
Northampton County General Purpose Authority Revenue 4.00%, 8/15/40, Continuously Callable @100		1,000		906
5.00%, 8/15/43, Continuously Callable @100		1,000		1,017
Pennsylvania Economic Development Financing Authority Revenue 4.00%, 7/1/46, Continuously Callable @103		1,000		847
Series A, 4.00%, 10/15/51, Continuously Callable @100		1,000		888
Pennsylvania Higher Educational Facilities Authority Revenue, Series A, 4.00%, 7/15/46, Continuously Callable @100		1,575		1,311
Pennsylvania Turnpike Commission Revenue Series A-1, 5.00%, 12/1/46, Continuously Callable @100		1,000		1,014
Series A-1, 5.00%, 12/1/47, Continuously Callable @100		1,000		1,033
Series B, 5.00%, 12/1/39, Continuously Callable @100		1,000		1,036
Series B, 5.25%, 12/1/44, Continuously Callable @100		1,000		1,018
Series B, 4.00%, 12/1/51, Continuously Callable @100		1,000		935
Philadelphia IDA Revenue, 5.00%, 8/1/50, Continuously Callable @100		1,050		979
Reading School District, GO (INS — Assured Guaranty Municipal Corp.), 5.00%, 3/1/38, Continuously Callable @100		1,500		1,561
School District of Philadelphia, GO, Series F, 5.00%, 9/1/37, Continuously Callable @100		1,000		1,034
The Philadelphia School District, GO, Series A, 5.00%, 9/1/38, Continuously Callable @100		1,000		1,050
The School District of Philadelphia, GO, Series A, 4.00%, 9/1/46, Continuously Callable @100		1,000		902
Wilkes-Barre Area School District, GO (INS — Build America Mutual Assurance Co.), 4.00%, 4/15/49, Continuously Callable @100		1,500		1,348
				36,214
Rhode Island (0.2%):
Rhode Island Housing & Mortgage Finance Corp. Revenue, Series 15-A, 6.85%, 10/1/24, Continuously Callable @100		40		40
Rhode Island Turnpike & Bridge Authority Revenue, Series A, 5.00%, 10/1/40, Continuously Callable @100		1,000		1,034
				1,074
South Carolina (0.3%):
Patriots Energy Group Revenue, Series A, 4.00%, 6/1/51, Continuously Callable @100		1,100		974
South Carolina Jobs-Economic Development Authority Revenue 5.00%, 11/15/47, Continuously Callable @103		1,000		956
4.00%, 4/1/49, Continuously Callable @103		620		481
				2,411
Tennessee (1.2%):
Greeneville Health & Educational Facilities Board Revenue, 5.00%, 7/1/37, Continuously Callable @100		1,500		1,546
Metropolitan Government Nashville & Davidson Country Health & Educational Facilities Board Revenue, 4.00%, 10/1/51, Continuously Callable @100		1,000		782

See notes to financial statements.

23

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USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board Revenue 5.00%, 10/1/45, Continuously Callable @100	$	1,000	$	1,000
5.00%, 7/1/46, Continuously Callable @100		1,000		1,005
5.00%, 10/1/48, Continuously Callable @100		500		496
Tennergy Corp. Revenue, Series A, 5.50%, 10/1/53, Callable 1/9/30 @ 100.1		2,500		2,606
The Metropolitan Nashville Airport Authority Revenue, Series A, 4.00%, 7/1/49, Continuously Callable @100		1,000		891
				8,326
Texas (7.3%):
Arlington Higher Education Finance Corp. Revenue (NBGA — Texas Permanent School Fund), 4.00%, 8/15/44, Continuously Callable @100		2,165		2,035
Bexar County Health Facilities Development Corp. Revenue, 5.00%, 7/15/37, Continuously Callable @105		1,000		935
Central Texas Regional Mobility Authority Revenue, 4.00%, 1/1/41, Continuously Callable @100		1,000		931
Central Texas Turnpike System Revenue, Series C, 5.00%, 8/15/42, Continuously Callable @100		1,000		1,010
City of Arlington Special Tax (INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 2/15/48, Continuously Callable @100		1,000		1,034
City of Arlington Tax Allocation, 4.00%, 8/15/50, Continuously Callable @100		1,700		1,413
City of Houston Hotel Occupancy Tax & Special Revenue 5.00%, 9/1/39, Continuously Callable @100		1,000		1,013
5.00%, 9/1/40, Continuously Callable @100		1,000		1,012
City of Irving Texas Revenue, 5.00%, 8/15/43, Continuously Callable @100		1,000		1,038
City of Laredo Waterworks & Sewer System Revenue, 4.00%, 3/1/41, Continuously Callable @100		1,000		974
City of Lewisville Special Assessment (INS — ACA Financial Guaranty Corp.), 5.80%, 9/1/25		2,180		2,296
Clifton Higher Education Finance Corp. Revenue, 4.25%, 8/15/52, Continuously Callable @100		1,500		1,308
Clifton Higher Education Finance Corp. Revenue (NBGA — Texas Permanent School Fund) 5.00%, 8/15/39, Continuously Callable @100		1,000		1,028
4.00%, 8/15/44, Continuously Callable @100		1,000		982
County of Bexar Revenue, 4.00%, 8/15/44, Continuously Callable @100		1,500		1,325
Greater Texas Cultural Education Facilities Finance Corp. Revenue, 4.00%, 3/1/50, Continuously Callable @100		1,000		823
Harris County Cultural Education Facilities Finance Corp. Revenue, Series A, 5.00%, 6/1/38, Continuously Callable @100		1,000		917
Harris County Hospital District Revenue, 4.00%, 2/15/42, Continuously Callable @100		1,000		920
Hidalgo County Regional Mobility Authority Revenue Series A, 4.00%, 12/1/41, Continuously Callable @100		735		671
Series B, 4.00%, 12/1/41, Continuously Callable @100		700		642
Houston Higher Education Finance Corp. Revenue, 4.00%, 10/1/51, Continuously Callable @100		1,100		854
Karnes County Hospital District Revenue, 5.00%, 2/1/44, Continuously Callable @100		1,000		1,004
Martin County Hospital District, GO, 4.00%, 4/1/36, Continuously Callable @100		350		343

See notes to financial statements.

24

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Matagorda County Navigation District No. 1 Revenue, 4.00%, 6/1/30, Continuously Callable @100	$	1,000	$	982
Mesquite Health Facilities Development Corp. Revenue, 2/15/35, Continuously Callable @100 (l) (m)		1,000		793
New Hope Cultural Education Facilities Finance Corp. Revenue 4.75%, 7/1/47 (l)		1,000		800
Series A, 5.00%, 4/1/47, Pre-refunded 4/1/25 @ 100		1,600		1,686
New Hope Cultural Education Facilities Finance Corp. Revenue (INS — Assured Guaranty Municipal Corp.), Series A1, 5.00%, 7/1/38, Continuously Callable @100		225		228
North Texas Tollway Authority Revenue Series B, 5.00%, 1/1/31, Continuously Callable @100		1,500		1,535
Series B, 5.00%, 1/1/45, Continuously Callable @100		1,000		1,017
Port of Port Arthur Navigation District Revenue Series B, 2.30%, 4/1/40, Continuously Callable @100 (g)		6,100		6,100
Series C, 2.32%, 4/1/40, Continuously Callable @100 (g)		8,100		8,100
Princeton Independent School District, GO (NBGA — Texas Permanent School Fund), 5.00%, 2/15/43, Continuously Callable @100		1,000		1,056
San Antonio Education Facilities Corp. Revenue, 4.00%, 4/1/54, Continuously Callable @100		1,000		799
Tarrant County Cultural Education Facilities Finance Corp. Revenue 5.00%, 11/15/46, Continuously Callable @100		1,000		1,015
Series A, 11/15/45 (l) (m)		1,000		400
Series A, 5.00%, 7/1/53, Continuously Callable @100		750		764
Series B, 11/15/36 (l) (m)		1,000		400
Series B, 5.00%, 7/1/48, Continuously Callable @100		1,500		1,525
				51,708
Utah (0.7%):
Military Installation Development Authority Revenue, Series A-1, 4.00%, 6/1/41, Continuously Callable @103		500		397
Utah Charter School Finance Authority Revenue 4.50%, 10/15/52, Continuously Callable @100		1,000		978
Series A, 4.00%, 10/15/46, Continuously Callable @100		860		762
Series A, 4.00%, 4/15/52, Continuously Callable @100		3,000		2,566
				4,703
Vermont (0.1%):
Vermont Economic Development Authority Revenue, 4.00%, 5/1/45, Continuously Callable @103		1,000		755
Virginia (0.1%):
Alexandria IDA Revenue, 5.00%, 10/1/45, Pre-refunded 10/1/25 @ 100		1,000		1,067
Washington (0.7%):
King County Public Hospital District No 2, GO, Series A, 4.00%, 12/1/41, Continuously Callable @100		1,000		976
Washington Health Care Facilities Authority Revenue 4.00%, 7/1/42, Continuously Callable @100		1,000		919
5.00%, 1/1/47, Pre-refunded 1/1/27 @ 100		1,000		1,092
Washington Higher Education Facilities Authority Revenue, 4.00%, 5/1/45, Continuously Callable @100		1,100		986

See notes to financial statements.

25

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Washington State Housing Finance Commission Revenue 5.00%, 1/1/38, Continuously Callable @102 (h)	$	1,000	$	998
Series A-1, 3.50%, 12/20/35		294		269
				5,240
West Virginia (0.2%):
West Virginia Hospital Finance Authority Revenue, 4.00%, 1/1/38, Continuously Callable @100		1,500		1,361
Wisconsin (1.8%):
Public Finance Authority Revenue 5.00%, 7/1/38, Continuously Callable @100		1,000		1,054
5.00%, 1/1/42, Continuously Callable @103 (h)		600		555
4.00%, 1/1/45, Continuously Callable @100		1,440		1,255
4.00%, 1/1/47, Continuously Callable @103		1,000		841
4.00%, 2/1/51, Continuously Callable @100		1,000		834
Series A, 5.25%, 3/1/47, Continuously Callable @100		2,000		1,995
Series A, 4.00%, 10/1/47, Continuously Callable @100		1,000		853
Series A, 5.25%, 10/1/48, Continuously Callable @100		1,500		1,516
Series A, 4.00%, 10/1/49, Continuously Callable @100		1,500		1,287
Series A, 4.00%, 7/1/51, Continuously Callable @100		880		669
Public Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.), 5.00%, 7/1/44, Continuously Callable @100		600		608
Wisconsin Health & Educational Facilities Authority Revenue 4.00%, 1/1/47, Continuously Callable @103		600		446
4.00%, 1/1/57, Continuously Callable @103		1,000		698
				12,611
Total Municipal Bonds (Cost $403,776)				362,988
Exchange-Traded Funds (0.1%)
iShares Russell 1000 ETF		2,483		557
Total Exchange-Traded Funds (Cost $489)				557
Total Investments (Cost $511,735) — 99.5%				701,406
Other assets in excess of liabilities — 0.5%				3,416
NET ASSETS — 100.00%			$	704,822

(a)  Non-income producing security.

(b)  Rounds to less than $1 thousand.

(c)  Northern Trust Corp. is the parent of Northern Trust Investments Inc., which is the sub adviser of the Fund.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of net assets as of November 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of November 30, 2022, illiquid securities were 0.03% of net assets.

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

See notes to financial statements.

26

USAA Mutual Funds Trust
USAA Growth and Tax Strategy Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

(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)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $10,360 thousands and amounted to 1.5% of net assets.

(i)  Zero-coupon bond.

(j)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 2022.

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

(l)  Currently the issuer is in default with respect to interest and/or principal payments.

(m)  Issuer filed for bankruptcy.

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.

DIP — Debtor-In-Possession

ETF — Exchange-Traded Fund

GO — General Obligation

IDA — Industrial Development Authority

LLC — Limited Liability Company

MUNIPSA — Municipal Swap Index

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.

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.

27

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Growth and Tax Strategy Fund
Assets:
Investments, at value (Cost $511,735)	$	701,406
Cash		106
Receivables:
Interest and dividends		5,783
Capital shares issued		661
Investments sold		1,305
From Adviser		9
Prepaid expenses		33
Total Assets		709,303
Liabilities:
Payables:
Investments purchased		3,579
Capital shares redeemed		545
Accrued expenses and other payables:
Investment advisory fees		145
Administration fees		82
Custodian fees		8
Transfer agent fees		50
Compliance fees		—	(a)
Trustees' fees		1
12b-1 fees		3
Other accrued expenses		68
Total Liabilities		4,481
Net Assets:
Capital		527,906
Total accumulated earnings/(loss)		176,916
Net Assets	$	704,822
Net Assets
Fund Shares	$	635,503
Institutional Shares		52,986
Class A		10,527
Class C		5,806
Total	$	704,822
Shares (unlimited number of shares authorized with no par value):
Fund Shares		27,853
Institutional Shares		2,324
Class A		463
Class C		257
Total		30,897
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	22.82
Institutional Shares		22.80
Class A		22.75
Class C (c)		22.61
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	$	23.28

(a)  Rounds to less than $1 thousand.

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

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

28

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Growth and Tax Strategy Fund
Investment Income:
Dividends	$	2,934
Interest		7,018
Securities lending (net of fees)		1
Foreign tax withholding		(1	)
Total Income		9,952
Expenses:
Investment advisory fees		998
Administration fees — Fund Shares		482
Administration fees — Institutional Shares		28
Administration fees — Class A		7
Administration fees — Class C		4
Sub-Administration fees		23
12b-1 fees — Class A		11
12b-1 fees — Class C		27
Custodian fees		15
Transfer agent fees — Fund Shares		208
Transfer agent fees — Institutional Shares		28
Transfer agent fees — Class A		4
Transfer agent fees — Class C		3
Trustees' fees		24
Compliance fees		3
Legal and audit fees		42
State registration and filing fees		46
Other expenses		81
Total Expenses		2,034
Expenses waived/reimbursed by Adviser		(23	)
Net Expenses		2,011
Net Investment Income (Loss)		7,941
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(11,481	)
Net realized gains (losses) from futures contracts		(159	)
Net change in unrealized appreciation/depreciation on investment securities		(17,930	)
Net change in unrealized appreciation/depreciation on futures contracts		(203	)
Net realized/unrealized gains (losses) on investments		(29,773	)
Change in net assets resulting from operations	$	(21,832	)

See notes to financial statements.

29

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Growth and Tax Strategy Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	7,941		$	13,390
Net realized gains (losses)		(11,640	)		6,903
Net change in unrealized appreciation/depreciation		(18,133	)		(63,171	)
Change in net assets resulting from operations		(21,832	)		(42,878	)
Distributions to Shareholders:
Fund Shares		(6,670	)		(11,818	)
Institutional Shares		(603	)		(1,016	)
Class A		(68	)		(113	)
Class C		(29	)		(32	)
Change in net assets resulting from distributions to shareholders		(7,370	)		(12,979	)
Change in net assets resulting from capital transactions		(39,953	)		70,706
Change in net assets		(69,155	)		14,849
Net Assets:
Beginning of period		773,977			759,128
End of period	$	704,822		$	773,977

(continues on next page)

See notes to financial statements.

30

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Growth and Tax Strategy Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	22,986		$	133,271
Distributions reinvested		6,385			11,312
Cost of shares redeemed		(62,079	)		(102,872	)
Total Fund Shares	$	(32,708	)	$	41,711
Institutional Shares
Proceeds from shares issued	$	6,906		$	28,783
Distributions reinvested		204			281
Cost of shares redeemed		(15,855	)		(15,453	)
Total Institutional Shares	$	(8,745	)	$	13,611
Class A
Proceeds from shares issued	$	4,165		$	19,318
Distributions reinvested		51			42
Cost of shares redeemed		(3,168	)		(8,755	)
Total Class A	$	1,048		$	10,605
Class C
Proceeds from shares issued	$	906		$	4,830
Distributions reinvested		25			28
Cost of shares redeemed		(479	)		(79	)
Total Class C	$	452		$	4,779
Change in net assets resulting from capital transactions	$	(39,953	)	$	70,706
Share Transactions:
Fund Shares
Issued		1,022			5,188
Reinvested		289			440
Redeemed		(2,795	)		(4,081	)
Total Fund Shares		(1,484	)		1,547
Institutional Shares
Issued		309			1,128
Reinvested		9			11
Redeemed		(719	)		(615	)
Total Institutional Shares		(401	)		524
Class A
Issued		190			753
Reinvested		2			2
Redeemed		(142	)		(363	)
Total Class A		50			392
Class C
Issued		42			189
Reinvested		1			1
Redeemed		(22	)		(3	)
Total Class C		21			187
Change in Shares		(1,814	)		2,650

See notes to financial statements.

31

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA Growth and Tax Strategy Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	23.66		0.25	(h)		(0.86	)		(0.61	)		(0.23	)		—
Year Ended May 31: 2022	$	25.25		0.42	(h)		(1.60	)		(1.18	)		(0.41	)		—
2021	$	20.96		0.43	(h)		4.29			4.72			(0.43	)		—
2020	$	20.18		0.47	(h)		0.77			1.24			(0.46	)		—
2019	$	19.77		0.47			0.47			0.94			(0.48	)		(0.05	)
2018	$	18.76		0.44			1.01			1.45			(0.44	)		—
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	23.65		0.25	(h)		(0.87	)		(0.62	)		(0.23	)		—
Year Ended May 31, 2022	$	25.24		0.42	(h)		(1.60	)		(1.18	)		(0.41	)		—
June 29, 2020 (j) through May 31, 2021	$	21.05		0.40	(h)		4.12			4.52			(0.33	)		—
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	23.59		0.22	(h)		(0.87	)		(0.65	)		(0.19	)		—
Year Ended May 31, 2022	$	25.22		0.36	(h)		(1.62	)		(1.26	)		(0.37	)		—
June 29, 2020 (j) through May 31, 2021	$	21.05		0.31	(h)		4.16			4.47			(0.30	)		—
Class C
Six Months Ended November 30, 2022 (Unaudited)	$	23.46		0.13	(h)		(0.86	)		(0.73	)		(0.12	)		—
Year Ended May 31, 2022	$	25.12		0.17	(h)		(1.60	)		(1.43	)		(0.23	)		—
June 29, 2020 (j) through May 31, 2021	$	21.05		0.16	(h)		4.13			4.29			(0.22	)		—

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

32

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)(b)			Net Expenses(c)(d)(e)(f)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(g)
USAA Growth and Tax Strategy Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)		(0.23	)	$	22.82		(2.54	)%		0.55	%		2.24	%		0.55	%	$	635,503		13	%
Year Ended May 31: 2022		(0.41	)	$	23.66		(4.80	)%		0.58	%		1.64	%		0.58	%	$	694,234		14	%
2021		(0.43	)	$	25.25		22.79	%		0.59	%		1.86	%		0.59	%	$	701,841		11	%
2020		(0.46	)	$	20.96		6.25	%		0.57	%		2.25	%		0.57	%	$	593,579		34	%(i)
2019		(0.53	)	$	20.18		4.83	%		0.60	%		2.44	%		0.60	%	$	526,320		7	%
2018		(0.44	)	$	19.77		7.81	%		0.68	%		2.32	%		0.68	%	$	459,682		10	%
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)		(0.23	)	$	22.80		(2.58	)%		0.56	%		2.24	%		0.58	%	$	52,986		13	%
Year Ended May 31, 2022		(0.41	)	$	23.65		(4.79	)%		0.57	%		1.65	%		0.57	%	$	64,446		14	%
June 29, 2020 (j) through May 31, 2021		(0.33	)	$	25.24		21.62	%		0.56	%		1.80	%		0.59	%	$	55,541		11	%
Class A
Six Months Ended November 30, 2022 (Unaudited)		(0.19	)	$	22.75		(2.75	)%		0.85	%		1.96	%		1.10	%	$	10,527		13	%
Year Ended May 31, 2022		(0.37	)	$	23.59		(5.10	)%		0.86	%		1.42	%		1.03	%	$	9,754		14	%
June 29, 2020 (j) through May 31, 2021		(0.30	)	$	25.22		21.35	%		0.86	%		1.38	%		13.45	%	$	525		11	%
Class C
Six Months Ended November 30, 2022 (Unaudited)		(0.12	)	$	22.61		(3.09	)%		1.60	%		1.20	%		1.86	%	$	5,806		13	%
Year Ended May 31, 2022		(0.23	)	$	23.46		(5.78	)%		1.61	%		0.66	%		1.67	%	$	5,543		14	%
June 29, 2020 (j) through May 31, 2021		(0.22	)	$	25.12		20.47	%		1.60	%		0.70	%		5.63	%	$	1,221		11	%

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

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

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

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

(j)  Commencement of operations.

See notes to financial statements.

33

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Growth and Tax Strategy Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class C. The Fund is classified as diversified under the 1940 Act.

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

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

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

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

Investments in open-end investment companies, other than ETFs, 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 November 30, 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	$	337,616	$	—	$	—	$	337,616
Corporate Bonds		—		—		245		245
Municipal Bonds		—		362,988		—		362,988
Exchange-Traded Funds		557		—		—		557
Total	$	338,173	$	362,988	$	245	$	701,406

For the six months ended November 30, 2022, there were no significant transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the

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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.

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 generally take place within 35 days a month or more after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18F-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

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

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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. As of November 30, 2022, the Fund had no open 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 six months ended November 30, 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.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

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

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with 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.

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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.

As of November 30, 2022, the Fund did not have any securities on loan.

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 May 31.

For the six months ended November 30, 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 under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the six months ended November 30, 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)
$	16,600	$	18,280	$	—

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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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 Custodian fees.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	92,880	$	123,860

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.30% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Composite Index which is comprised of 51% of the Lipper General & Insured Municipal Bond Funds Index and 49% of the Lipper Large-Cap Core Funds Index.

The performance period for each share class consists of the current month plus the previous 35 months. 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 Composite Index over that period, even if the class has overall negative returns during the performance period.

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November 30, 2022

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For the period June 1, 2022, to November 30, 2022, performance adjustments were $(67), $(3), $(1), and less than $(1) for Fund Shares, Institutional Shares, Class A, and Class C, in thousands, respectively. Performance adjustments were (0.02)%, (0.01)%, (0.01)%, and (0.01)% for Fund Shares, Institutional Shares, Class A, and Class C, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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

VCM entered into a Subadvisory Agreement with Northern Trust Investments, Inc. ("NTI") under which NTI directs the investment and reinvestment of the Fund's assets allocated to it in accordance with the Fund's investment objective, policies, and restrictions, subject to the general supervision of the Board and VCM. This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM 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%, 0.15%, and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and Class C, respectively. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 Institutional Shares, Class A, and Class C are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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.

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November 30, 2022

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Distributor/Underwriting Services:

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

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 1.00% of the average daily net assets of Class C and 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to the Distributor for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 September 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 November 30, 2022, the expense limits (excluding voluntary waivers) were 0.61%, 0.57%, 0.86%, and 1.61% for Fund Shares, Institutional Shares, Class A, and Class C, respectively.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2024		Expires 2025		Expires 2026		Total
$	34	$	14	$	23	$	71

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

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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. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events.

Interest Rate Risk — As a mutual fund that has the ability to invest in bonds, 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 regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

Equity Risk — The 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.

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. 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.

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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.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month SOFR plus 1.10 percent. 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 six months ended November 30, 2022.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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  (Unaudited)

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 six months ended November 30, 2022.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

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

Short-Term Amount		Total
$	4,358	$	4,358

44

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22- 11/30/22*		Hypothetical Expenses Paid During Period 6/1/22- 11/30/22*		Annualized Expense Ratio During Period 6/1/22- 11/30/22
Fund Shares	$	1,000.00	$	974.60	$	1,022.31	$	2.72	$	2.79		0.55	%
Institutional Shares		1,000.00		974.20		1,022.26		2.77		2.84		0.56	%
Class A		1,000.00		972.50		1,020.81		4.20		4.31		0.85	%
Class C		1,000.00		969.10		1,017.05		7.90		8.09		1.60	%

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

45

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

27801-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Emerging Markets Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	17
Statement of Operations	18
Statements of Changes in Net Assets	19
Financial Highlights	22
Notes to Financial Statements	24
Supplemental Information	34
Proxy Voting and Portfolio Holdings Information	34
Expense Examples	34
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Emerging Markets Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Sectors*:

November 30, 2022

(% of Net Assets)

Information Technology	23.1	%
Financials	20.7	%
Consumer Discretionary	13.2	%
Materials	8.5	%
Industrials	7.7	%
Communication Services	6.4	%
Consumer Staples	5.4	%
Health Care	4.9	%
Energy	4.3	%
Real Estate	2.5	%

Country Allocation:

November 30, 2022

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio and short-term investments purchased with cash collateral from securities loaned.

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

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

2

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Common Stocks (98.0%)
Brazil (6.2%):
Consumer Discretionary (0.9%):
Grupo SBF SA		339,636	$	955
Lojas Renner SA		318,500		1,421
Vibra Energia SA		1,005,218		3,203
				5,579
Consumer Staples (0.7%):
Sao Martinho SA		298,800		1,651
Sendas Distribuidora SA		584,520		2,259
SLC Agricola SA		46,870		405
				4,315
Energy (1.1%):
3R Petroleum Oleo e Gas SA (a)		59,300		423
Petro Rio SA (a)		82,500		573
Petroleo Brasileiro SA, ADR		549,242		6,421
				7,417
Financials (1.1%):
Banco do Brasil SA		450,095		3,060
Banco do Estado do Rio Grande do Sul SA Preference Shares		165,900		319
Itau Unibanco Holding SA, ADR		819,704		4,082
				7,461
Health Care (0.4%):
Hypera SA		313,300		2,683
Industrials (0.6%):
CCR SA		955,820		2,175
Randon SA Implementos e Participacoes Preference Shares		272,400		490
Santos Brasil Participacoes SA		274,200		402
SIMPAR SA		530,960		781
				3,848
Information Technology (0.3%):
Cielo SA		708,400		654
Pagseguro Digital Ltd. Class A (a)		137,786		1,451
				2,105
Materials (0.7%):
Gerdau SA Preference Shares		281,800		1,715
Vale SA, ADR		171,586		2,831
				4,546
Real Estate (0.2%):
Multiplan Empreendimentos Imobiliarios SA		294,100		1,300

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Utilities (0.2%):
Eneva SA (a)		147,100	$	350
Equatorial Energia SA		80,300		426
Omega Energia SA (a)		180,817		349
				1,125
				40,379
Canada (1.1%):
Energy (0.2%):
Parex Resources, Inc.		101,478		1,453
Materials (0.9%):
First Quantum Minerals Ltd.		233,333		5,548
				7,001
Chile (0.1%):
Consumer Staples (0.0%): (b)
Cencosud SA		318,553		476
Real Estate (0.1%):
Cencosud Shopping SA		393,584		504
				980
China (23.8%):
Communication Services (3.1%):
Baidu, Inc. Class A (a)		308,162		4,159
Tencent Holdings Ltd.		427,163		16,154
				20,313
Consumer Discretionary (6.3%):
361 Degrees International Ltd. (a)		1,050,000		459
Alibaba Group Holding Ltd. (a)		815,304		8,873
Alibaba Group Holding Ltd., ADR (a)		56,017		4,905
BYD Co. Ltd. Class H		136,000		3,463
Gree Electric Appliances, Inc. Class A		510,100		2,318
Hisense Home Appliances Group Co. Ltd. Class A		150,600		279
JD.com, Inc. Class A		273,608		7,811
Meituan Class B (a) (c)		275,900		5,948
Pinduoduo, Inc., ADR (a)		61,543		5,049
Yadea Group Holdings Ltd. (c)		940,000		1,784
				40,889
Consumer Staples (2.3%):
Chacha Food Co. Ltd. Class A		338,700		2,222
Chenguang Biotech Group Co. Ltd. Class A		745,675		1,655
Hengan International Group Co. Ltd.		627,000		2,890
Inner Mongolia Yili Industrial Group Co. Ltd. Class A		419,100		1,697
Tongwei Co. Ltd. Class A		340,900		2,083
Wuliangye Yibin Co. Ltd. Class A		190,500		4,239
				14,786

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Energy (0.8%):
China Shenhua Energy Co. Ltd. Class H		381,000	$	1,181
PetroChina Co. Ltd. Class H		8,752,000		3,983
				5,164
Financials (3.9%):
China Construction Bank Corp. Class H		8,187,000		4,955
China Merchants Bank Co. Ltd. Class H		1,025,000		5,206
CITIC Securities Co. Ltd. Class A		547,800		1,531
Industrial & Commercial Bank of China Ltd. Class H		8,150,000		4,085
PICC Property & Casualty Co. Ltd. Class H		2,174,000		2,203
Ping An Insurance Group Co. of China Ltd.		1,207,000		7,452
				25,432
Health Care (2.0%):
China Animal Healthcare Ltd. (a) (d) (e)		1,673,000		—
China Medical System Holdings Ltd.		300,000		439
CSPC Pharmaceutical Group Ltd.		2,884,000		3,716
Hygeia Healthcare Holdings Co. Ltd. (a) (c)		333,600		2,138
Pharmaron Beijing Co. Ltd. Class H (c)		215,900		1,249
Shenzhen Mindray Bio-Medical Electronics Co. Ltd. Class A		53,600		2,461
Sinopharm Group Co. Ltd. Class H		1,384,399		3,285
				13,288
Industrials (1.8%):
Airtac International Group		83,344		2,586
China Railway Group Ltd. Class H		4,145,000		2,340
Sany Heavy Equipment International Holdings Co. Ltd.		387,000		414
Xinte Energy Co. Ltd. Class H (f)		1,209,600		2,886
ZTO Express Cayman, Inc., ADR		130,786		3,279
				11,505
Information Technology (1.0%):
Glodon Co. Ltd. Class A		289,600		2,277
JinkoSolar Holding Co. Ltd., ADR (a) (f)		6,488		333
Luxshare Precision Industry Co. Ltd. Class A		551,300		2,437
WUS Printed Circuit Kunshan Co. Ltd. Class A		789,360		1,419
				6,466
Materials (1.3%):
Anhui Conch Cement Co. Ltd. Class H		698,000		2,542
Shandong Nanshan Aluminum Co. Ltd. Class A		2,885,908		1,424
Tianqi Lithium Corp. Class A (a)		146,800		1,892
Wanhua Chemical Group Co. Ltd. Class A		189,800		2,392
				8,250
Real Estate (1.0%):
A-Living Smart City Services Co. Ltd. (c) (f)		1,288,250		1,513
China Vanke Co. Ltd. Class H		1,210,075		2,512
Greentown China Holdings Ltd.		303,500		521
Longfor Group Holdings Ltd. (c)		724,000		2,206
				6,752

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Utilities (0.3%):
China Longyuan Power Group Corp. Ltd. Class H		1,624,000	$	2,003
				154,848
Egypt (0.4%):
Communication Services (0.1%):
Telecom Egypt Co.		534,239		502
Financials (0.3%):
Commercial International Bank Egypt SAE Registered Shares, GDR		1,623,691		2,191
				2,693
Greece (1.5%):
Consumer Discretionary (0.4%):
OPAP SA		165,813		2,296
Financials (0.5%):
National Bank of Greece SA (a)		823,177		3,386
Industrials (0.5%):
Mytilineos SA		158,747		2,995
Star Bulk Carriers Corp. (f)		22,400		431
				3,426
Utilities (0.1%):
Terna Energy SA		23,650		484
				9,592
Hong Kong (2.7%):
Communication Services (0.0%): (b)
NetDragon Websoft Holdings Ltd.		179,000		357
Consumer Discretionary (0.7%):
Bosideng International Holdings Ltd.		4,282,000		2,134
JS Global Lifestyle Co. Ltd. (c)		2,119,500		2,372
				4,506
Health Care (0.1%):
The United Laboratories International Holdings Ltd.		824,000		432
Industrials (0.8%):
Techtronic Industries Co. Ltd.		427,500		5,211
Information Technology (0.5%):
Lenovo Group Ltd.		3,742,000		3,196
Real Estate (0.5%):
China Resources Land Ltd.		666,000		3,094
Utilities (0.1%):
Canvest Environmental Protection Group Co. Ltd. (f)		598,000		337
China Water Affairs Group Ltd.		494,000		403
				740
				17,536

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Hungary (0.5%):
Financials (0.4%):
OTP Bank Nyrt		93,798	$	2,589
Health Care (0.1%):
Richter Gedeon Nyrt		21,957		473
				3,062
India (14.1%):
Communication Services (0.5%):
Indus Towers Ltd.		867,402		2,142
Sun TV Network Ltd.		139,295		846
				2,988
Consumer Discretionary (1.9%):
Apollo Tyres Ltd.		119,270		466
Bajaj Auto Ltd.		50,344		2,323
Indian Hotels Co. Ltd.		171,650		684
Kalyan Jewellers India, Ltd. (a)		377,979		495
Mahindra & Mahindra Ltd.		316,475		5,091
Mahindra CIE Automotive Ltd.		217,945		764
Raymond Ltd.		142,413		2,404
				12,227
Consumer Staples (0.7%):
Dabur India Ltd.		307,278		2,229
Varun Beverages Ltd.		173,135		2,663
				4,892
Energy (0.7%):
Aegis Logistics Ltd.		120,762		484
Reliance Industries Ltd.		119,131		4,008
				4,492
Financials (5.0%):
Angel One Ltd.		20,602		408
Axis Bank Ltd.		466,052		5,181
Canara Bank		288,490		1,123
Cholamandalam Investment & Finance Co. Ltd.		430,223		3,797
CreditAccess Grameen Ltd. (a)		31,816		378
ICICI Bank Ltd., ADR		759,994		18,027
IDFC First Bank, Ltd. (a)		476,520		346
Manappuram Finance Ltd.		1,871,946		2,668
Power Finance Corp. Ltd.		263,187		441
				32,369
Health Care (0.7%):
Apollo Hospitals Enterprise Ltd.		60,495		3,530
Aster DM Healthcare Ltd. (a) (c)		167,487		489
Granules India Ltd.		115,306		492
				4,511

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Industrials (1.5%):
AIA Engineering Ltd.		13,495	$	449
Allcargo Logistics Ltd.		120,146		660
Bharat Electronics Ltd.		659,499		857
CMS Info Systems Ltd.		80,440		330
HG Infra Engineering Ltd.		90,183		666
KEI Industries Ltd.		26,704		504
Larsen & Toubro Ltd.		234,810		6,002
				9,468
Information Technology (1.6%):
eClerx Services Ltd.		54,306		970
Infosys Ltd., ADR		257,702		5,244
LTIMindtree Ltd. (c)		12,587		757
WNS Holdings Ltd., ADR (a)		37,964		3,201
				10,172
Materials (1.0%):
Gujarat Fluorochemicals Ltd.		11,286		489
Jindal Steel & Power Ltd.		135,733		902
JK Paper Ltd.		357,042		1,855
National Aluminium Co. Ltd.		358,789		344
Tata Chemicals Ltd.		52,935		676
UPL Ltd.		234,710		2,287
				6,553
Real Estate (0.1%):
Prestige Estates Projects Ltd.		79,328		464
The Phoenix Mills Ltd.		23,091		415
				879
Utilities (0.4%):
CESC Ltd.		464,602		426
Power Grid Corp. of India Ltd.		898,453		2,479
				2,905
				91,456
Indonesia (3.1%):
Communication Services (0.5%):
PT Media Nusantara Citra Tbk (a)		6,095,900		310
PT Telekomunikasi Indonesia Persero Tbk, ADR		126,415		3,221
				3,531
Consumer Discretionary (0.1%):
PT Mitra Adiperkasa Tbk (a)		7,347,200		679
Energy (0.3%):
PT Adaro Energy Indonesia Tbk		8,674,500		2,147
Financials (2.1%):
PT Bank Mandiri Persero Tbk		11,678,090		7,878
PT Bank Rakyat Indonesia Persero Tbk		17,820,846		5,670
				13,548

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (0.1%):
PT Erajaya Swasembada Tbk		11,618,000	$	301
				20,206
Korea, Republic Of (14.5%):
Communication Services (1.0%):
Cheil Worldwide, Inc.		18,693		347
JYP Entertainment Corp.		81,791		3,823
KT Corp.		92,487		2,640
				6,810
Consumer Discretionary (1.6%):
Coway Co. Ltd.		5,579		246
Hyundai Mobis Co. Ltd.		30,745		5,032
Kia Corp.		42,322		2,229
Shinsegae, Inc.		14,666		2,372
Youngone Corp.		12,378		451
				10,330
Consumer Staples (0.5%):
BGF retail Co. Ltd.		6,290		987
KT&G Corp.		23,697		1,798
Lotte Chilsung Beverage Co. Ltd.		2,567		309
				3,094
Financials (2.0%):
BNK Financial Group, Inc.		84,101		477
DB Insurance Co. Ltd.		9,196		437
Hana Financial Group, Inc.		104,877		3,587
Samsung Securities Co. Ltd.		88,757		2,402
Shinhan Financial Group Co. Ltd.		105,531		3,059
Woori Financial Group, Inc.		329,066		3,288
				13,250
Health Care (0.7%):
Daewoong Pharmaceutical Co. Ltd.		1,819		206
Dentium Co. Ltd.		6,446		437
Hk Inno N Corp. (a)		3,834		111
Samsung Biologics Co. Ltd. (a) (c)		5,561		3,782
				4,536
Industrials (0.7%):
CJ Corp.		27,744		1,630
DL E&C Co. Ltd.		12,469		403
Hyundai Glovis Co. Ltd.		2,936		398
LIG Nex1 Co. Ltd.		10,023		709
LX International Corp.		15,630		493
Samsung Engineering Co. Ltd. (a)		34,121		645
				4,278

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (7.8%):
Daeduck Electronics Co. Ltd.		26,009	$	468
DB HiTek Co. Ltd.		10,303		357
Innox Advanced Materials Co. Ltd.		65,146		1,465
LEENO Industrial, Inc.		3,901		518
LG Innotek Co. Ltd.		3,101		748
LX Semicon Co. Ltd.		7,422		506
Samsung Electro-Mechanics Co. Ltd.		21,923		2,400
Samsung Electronics Co. Ltd.		625,367		30,049
SK Hynix, Inc.		212,820		14,047
				50,558
Materials (0.2%):
KCC Corp.		1,489		274
LOTTE Fine Chemical Co. Ltd.		7,355		352
OCI Co. Ltd.		4,577		337
Poongsan Corp.		22,201		516
				1,479
				94,335
Luxembourg (0.3%):
Materials (0.3%):
Ternium SA, ADR		58,931		1,856
Malaysia (1.3%):
Communication Services (0.1%):
TIME dotCom Bhd		459,400		505
Consumer Staples (0.1%):
Heineken Malaysia Bhd		107,700		608
Financials (0.6%):
Alliance Bank Malaysia BHD		708,600		619
Public Bank Bhd		3,124,100		3,171
				3,790
Materials (0.4%):
Petronas Chemicals Group Bhd		976,500		1,884
Ta Ann Holdings Bhd		580,300		515
				2,399
Real Estate (0.0%): (b)
Eco World Development Group Bhd		2,631,500		405
Utilities (0.1%):
Mega First Corp. Bhd		599,100		452
				8,159
Mexico (4.4%):
Communication Services (0.5%):
America Movil SAB de CV, ADR		164,710		3,205
Consumer Discretionary (0.2%):
Alsea SAB de CV (a)		830,192		1,656

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Consumer Staples (0.5%):
Fomento Economico Mexicano SAB de CV, ADR		8,727	$	697
Kimberly-Clark de Mexico SAB de CV Class A		1,609,400		2,736
				3,433
Energy (0.1%):
Vista Energy SAB de CV, ADR (a)		42,663		615
Financials (1.8%):
Banco del Bajio SA (c)		280,566		937
Grupo Financiero Banorte SAB de CV Class O		1,386,149		11,087
				12,024
Industrials (0.4%):
Grupo Aeroportuario del Pacifico SAB de CV Class B		143,502		2,316
Materials (0.8%):
Alpek SAB de CV		405,322		570
GCC SAB de CV		140,657		1,013
Grupo Mexico SAB de CV Class B		819,299		3,342
				4,925
Real Estate (0.1%):
Macquarie Mexico Real Estate Management SA de CV (c)		376,938		563
				28,737
Peru (0.6%):
Financials (0.6%):
Credicorp Ltd.		27,550		4,230
Philippines (0.1%):
Financials (0.1%):
Security Bank Corp.		286,120		488
Portugal (0.6%):
Energy (0.6%):
Galp Energia SGPS SA		323,126		3,981
Qatar (0.4%):
Energy (0.0%): (b)
Qatar Gas Transport Co. Ltd.		427,547		468
Industrials (0.4%):
Industries Qatar QSC		603,552		2,483
				2,951
Russian Federation (0.0%): (b)
Communication Services (0.0%):
Mobile TeleSystems PJSC, ADR (a) (d) (e)		253,826		14
Consumer Staples (0.0%):
Magnit PJSC (d) (e)		29,318		1
Energy (0.0%):
Gazprom PJSC (a) (d) (e) (g) (h)		1,087,480		43
Rosneft Oil Co. PJSC, GDR (a) (d) (e) (g) (h)		457,159		21
				64

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Financials (0.0%):
Moscow Exchange MICEX-RTS PJSC (a) (d) (e)		196,760	$	3
Sberbank of Russia PJSC, ADR (a) (d) (e) (g) (h)		329,652		2
Sberbank of Russia PJSC (a) (d) (e) (g) (h)		687,954		3
				8
				87
Saudi Arabia (2.0%):
Energy (0.1%):
Aldrees Petroleum and Transport Services Co.		21,742		426
Financials (1.1%):
Alinma Bank		273,574		2,532
The Saudi National Bank		313,195		4,313
				6,845
Materials (0.8%):
SABIC Agri-Nutrients Co.		89,503		3,465
Saudi Arabian Mining Co. (a)		110,999		2,048
				5,513
				12,784
South Africa (2.8%):
Communication Services (0.5%):
MTN Group Ltd.		442,861		3,632
Consumer Discretionary (0.2%):
Truworths International Ltd.		143,217		475
Woolworths Holdings Ltd.		295,658		1,126
				1,601
Energy (0.1%):
Exxaro Resources Ltd.		32,772		429
Financials (1.2%):
Absa Group Ltd.		309,300		3,712
Capitec Bank Holdings Ltd.		11,088		1,317
Standard Bank Group Ltd.		247,073		2,602
				7,631
Industrials (0.6%):
KAP Industrial Holdings Ltd.		1,790,851		466
The Bidvest Group Ltd.		235,847		3,174
				3,640
Materials (0.1%):
African Rainbow Minerals Ltd.		46,199		801
Real Estate (0.1%):
Resilient REIT Ltd.		127,055		391
				18,125

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Taiwan (13.7%):
Communication Services (0.1%):
International Games System Co. Ltd.		38,000	$	483
Consumer Discretionary (0.6%):
Fulgent Sun International Holding Co. Ltd.		591,000		2,919
Makalot Industrial Co. Ltd.		51,000		388
O-TA Precision Industry Co. Ltd.		85,000		326
Tong Yang Industry Co. Ltd.		217,000		337
				3,970
Health Care (0.7%):
Lotus Pharmaceutical Co. Ltd.		369,000		2,952
Universal Vision Biotechnology Co. Ltd.		172,550		1,499
				4,451
Industrials (0.2%):
Aerospace Industrial Development Corp.		296,000		322
Bizlink Holding, Inc.		54,000		444
Chung-Hsin Electric & Machinery Manufacturing Corp.		212,000		409
				1,175
Information Technology (11.8%):
ASE Technology Holding Co. Ltd., ADR (f)		555,265		3,776
ASE Technology Holding Co. Ltd.		706,000		2,258
Chipbond Technology Corp.		237,000		451
Compeq Manufacturing Co. Ltd.		324,000		528
E Ink Holdings, Inc.		156,000		935
Global Unichip Corp.		28,000		678
Gold Circuit Electronics Ltd.		1,090,800		3,492
Hon Hai Precision Industry Co. Ltd., GDR		300,238		1,973
Hon Hai Precision Industry Co. Ltd.		1,059,000		3,468
King Yuan Electronics Co. Ltd.		347,000		403
Kinsus Interconnect Technology Corp.		132,000		536
Macronix International Co. Ltd.		330,000		375
MediaTek, Inc.		253,000		6,114
Quanta Computer, Inc.		605,000		1,410
Radiant Opto-Electronics Corp.		143,000		489
Sercomm Corp.		155,000		424
Silicon Motion Technology Corp., ADR		72,979		4,605
Simplo Technology Co. Ltd.		48,000		476
Taiwan Semiconductor Manufacturing Co. Ltd.		2,053,000		32,976
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		52,487		4,355
Tong Hsing Electronic Industries Ltd.		66,000		422
Unimicron Technology Corp.		402,000		2,070
Wiwynn Corp.		142,000		4,098
Zhen Ding Technology Holding Ltd.		158,000		619
				76,931

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Materials (0.3%):
Allied Supreme Corp.		56,000	$	595
Formosa Plastics Corp.		481,000		1,411
Taiwan Hon Chuan Enterprise Co. Ltd.		119,000		312
				2,318
				89,328
Thailand (1.5%):
Consumer Discretionary (0.0%): (b)
Sri Trang Agro-Industry PCL		387,000		209
Energy (0.3%):
PTT Exploration & Production PCL		347,200		1,852
Health Care (0.2%):
Chularat Hospital PCL		5,089,300		535
Mega Lifesciences PCL		401,600		535
				1,070
Materials (0.6%):
Indorama Ventures PCL		2,021,300		2,451
The Siam Cement PCL (e)		121,500		1,137
				3,588
Real Estate (0.3%):
AP Thailand PCL		5,959,000		1,716
Origin Property PCL		1,730,200		519
				2,235
Utilities (0.1%):
Gunkul Engineering PCL		2,791,300		426
Ratch Group PCL		338,800		395
				821
				9,775
Turkey (0.2%):
Consumer Staples (0.1%):
Coca-Cola Icecek A/S		85,593		854
Industrials (0.1%):
Tekfen Holding A/S (f)		204,659		491
				1,345
United Arab Emirates (0.2%):
Industrials (0.1%):
Air Arabia PJSC		925,431		524
Real Estate (0.1%):
Emaar Development PJSC (a)		485,246		556
				1,080

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
United Kingdom (1.6%):
Consumer Staples (0.5%):
Unilever PLC		59,235	$	2,971
Materials (1.1%):
Anglo American PLC		120,486		5,008
Mondi PLC		116,103		2,193
				7,201
				10,172
United States (0.3%):
Consumer Discretionary (0.3%):
Samsonite International SA (a) (c)		660,900		1,791
Total Common Stocks (Cost $601,752)				636,977
Exchange-Traded Funds (0.3%)
United States (0.3%):
iShares MSCI Emerging Markets Small-Cap ETF		38,784		1,938
Total Exchange-Traded Funds (Cost $1,805)				1,938
Collateral for Securities Loaned (0.8%)^
United States (0.8%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (i)		1,141,512		1,142
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (i)		1,141,412		1,141
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (i)		1,141,412		1,141
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (i)		1,141,512		1,142
Total Collateral for Securities Loaned (Cost $4,566)				4,566
Total Investments (Cost $608,123) — 99.1%				643,481
Other assets in excess of liabilities — 0.9%				6,019
NET ASSETS — 100.00%			$	649,500

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $25,598 thousands and amounted to 3.9% of net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of November 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At November 30, 2022, illiquid securities were 0.2% of the Fund's net assets.

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Emerging Markets Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

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

(g)  Restricted security due to trading restrictions. Russian sanctioned entity by the United States Government.

(h)  The following table details the acquisition date and cost of the Fund's Russian sanctioned restricted securities at November 30, 2022 (amount in thousand):

Security Name	Acquisition Date	Cost
Gazprom PJSC	7/28/2021	$	4,261
Rosneft Oil Co. PJSC, GDR	3/6/2020		2,920
Sberbank of Russia PJSC, ADR	11/11/2020		4,362
Sberbank of Russia PJSC	3/2/2015		800

(i)  Rate disclosed is the daily yield on November 30, 2022.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

16

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Emerging Markets Fund
Assets:
Investments, at value (Cost $608,123)	$	643,481	(a)
Foreign currency, at value (Cost $773)		815
Cash		9,459
Receivables:
Interest and dividends		1,180
Capital shares issued		90
Investments sold		2,362
Reclaims		29
From Adviser		113
Prepaid expenses		35
Total Assets		657,564
Liabilities:
Payables:
Collateral received on loaned securities		4,566
Investments purchased		1,138
Capital shares redeemed		393
Accrued foreign capital gains taxes		1,078
Accrued expenses and other payables:
Investment advisory fees		505
Administration fees		60
Custodian fees		97
Transfer agent fees		85
Compliance fees		—	(b)
Trustees' fees		1
12b-1 fees		—	(b)
Other accrued expenses		141
Total Liabilities		8,064
Net Assets:
Capital		645,158
Total accumulated earnings/(loss)		4,342
Net Assets	$	649,500
Net Assets
Fund Shares	$	240,670
Institutional Shares		408,763
Class A		67
Total	$	649,500
Shares (unlimited number of shares authorized with no par value):
Fund Shares		13,224
Institutional Shares		22,477
Class A		4
Total		35,705
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	18.20
Institutional Shares		18.19
Class A		18.26
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	19.37

(a)  Includes $6,152 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.

17

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Emerging Markets Fund
Investment Income:
Dividends	$	15,466
Interest		41
Securities lending (net of fees)		36
Foreign tax withholding		(1,442	)
Total Income		14,101
Expenses:
Investment advisory fees		3,059
Administration fees — Fund Shares		179
Administration fees — Institutional Shares		185
Administration fees — Class A		—	(a)
Sub-Administration fees		28
12b-1 fees — Class A		—	(a)
Custodian fees		245
Transfer agent fees — Fund Shares		313
Transfer agent fees — Institutional Shares		185
Transfer agent fees — Class A		—	(a)
Trustees' fees		24
Compliance fees		3
Legal and audit fees		79
State registration and filing fees		35
Other expenses		98
Total Expenses		4,433
Expenses waived/reimbursed by Adviser		(265	)
Net Expenses		4,168
Net Investment Income (Loss)		9,933
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(27,638	)
Foreign taxes on realized gains		(119	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(40,391	)
Net change in accrued foreign taxes on unrealized gains		(550	)
Net realized/unrealized gains (losses) on investments		(68,698	)
Change in net assets resulting from operations	$	(58,765	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

18

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Emerging Markets Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	9,933		$	10,376
Net realized gains (losses)		(27,757	)		29,377
Net change in unrealized appreciation/depreciation		(40,941	)		(181,540	)
Change in net assets resulting from operations		(58,765	)		(141,787	)
Distributions to Shareholders:
Fund Shares		—			(2,223	)
Institutional Shares		—			(3,355	)
Change in net assets resulting from distributions to shareholders		—			(5,578	)
Change in net assets resulting from capital transactions		32,837			49,614
Change in net assets		(25,928	)		(97,751	)
Net Assets:
Beginning of period		675,428			773,179
End of period	$	649,500		$	675,428
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	4,872		$	20,578
Distributions reinvested		—			2,195
Cost of shares redeemed		(15,419	)		(51,176	)
Total Fund Shares	$	(10,547	)	$	(28,403	)
Institutional Shares
Proceeds from shares issued	$	72,028		$	122,913
Distributions reinvested		—			3,352
Cost of shares redeemed		(28,654	)		(48,191	)
Total Institutional Shares	$	43,374		$	78,074
Class A
Proceeds from shares issued	$	10		$	—	(a)
Cost of shares redeemed		—			(57	)
Total Class A	$	10		$	(57	)
Change in net assets resulting from capital transactions	$	32,837		$	49,614

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

19

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)  

	USAA Emerging Markets Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
Share Transactions:
Fund Shares
Issued		278			918
Reinvested		—			101
Redeemed		(876	)		(2,309	)
Total Fund Shares		(598	)		(1,290	)
Institutional Shares
Issued		4,132			5,737
Reinvested		—			154
Redeemed		(1,633	)		(2,177	)
Total Institutional Shares		2,499			3,714
Class A
Issued		1			—	(b)
Redeemed		—			(3	)
Total Class A		1			(3	)
Change in Shares		1,902			2,421

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

20

This page is intentionally left blank.

21

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
USAA Emerging Markets Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	20.00		0.29	(i)		(2.09	)		(1.80	)		—			—
Year Ended May 31: 2022	$	24.66		0.30	(i)		(4.81	)		(4.51	)		(0.15	)		(0.15	)
2021	$	16.16		0.16	(i)		8.57			8.73			(0.23	)		(0.23	)
2020	$	17.14		0.25	(i)		(1.17	)		(0.92	)		(0.06	)		(0.06	)
2019	$	18.84		0.17			(1.67	)		(1.50	)		(0.20	)		(0.20	)
2018	$	17.60		0.16			1.15			1.31			(0.07	)		(0.07	)
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	19.97		0.29	(i)		(2.07	)		(1.78	)		—			—
Year Ended May 31: 2022	$	24.62		0.35	(i)		(4.80	)		(4.45	)		(0.20	)		(0.20	)
2021	$	16.14		0.20	(i)		8.55			8.75			(0.27	)		(0.27	)
2020	$	17.10		0.29	(i)		(1.17	)		(0.88	)		(0.08	)		(0.08	)
2019	$	18.79		0.18			(1.62	)		(1.44	)		(0.25	)		(0.25	)
2018	$	17.55		0.20			1.14			1.34			(0.10	)		(0.10	)
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	20.09		0.25	(i)		(2.08	)		(1.83	)		—			—
Year Ended May 31: 2022	$	24.58		0.35	(i)		(4.84	)		(4.49	)		—			—
2021	$	16.08		0.07	(i)		8.62			8.69			(0.19	)		(0.19	)
2020	$	17.08		0.20	(i)		(1.16	)		(0.96	)		(0.04	)		(0.04	)
2019	$	18.76		0.10			(1.62	)		(1.52	)		(0.16	)		(0.16	)
2018	$	17.55		0.12			1.13			1.25			(0.04	)		(0.04	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2019 and 2018. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

(f)  Does not include acquired fund fees and expenses, if any.

See notes to financial statements.

22

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)(b)			Net Expenses(c)(d)(e)(f)(g)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)(f)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(h)
USAA Emerging Markets Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	18.20		(9.00	)%		1.48	%		3.24	%		1.58	%	$	240,670		26	%
Year Ended May 31: 2022	$	20.00		(18.33	)%		1.47	%		1.35	%		1.47	%	$	276,456		54	%
2021	$	24.66		54.25	%		1.45	%		0.77	%		1.47	%	$	372,624		73	%(j)
2020	$	16.16		(5.41	)%		1.48	%		1.44	%		1.54	%	$	281,937		124	%(k)
2019	$	17.14		(7.86	)%		1.48	%		1.02	%		1.48	%	$	340,465		68	%
2018	$	18.84		7.41	%		1.46	%		0.86	%		1.46	%	$	402,401		59	%
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	18.19		(8.91	)%		1.30	%		3.27	%		1.37	%	$	408,763		26	%
Year Ended May 31: 2022	$	19.97		(18.15	)%		1.28	%		1.59	%		1.31	%	$	398,909		54	%
2021	$	24.62		54.46	%		1.26	%		0.96	%		1.29	%	$	400,408		73	%(j)
2020	$	16.14		(5.17	)%		1.29	%		1.67	%		1.33	%	$	327,156		124	%(k)
2019	$	17.10		(7.58	)%		1.25	%		1.24	%		1.25	%	$	491,978		68	%
2018	$	18.79		7.62	%		1.28	%		1.09	%		1.28	%	$	596,185		59	%
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	18.26		(9.11	)%		1.75	%		2.79	%		35.91	%	$	67		26	%
Year Ended May 31: 2022	$	20.09		(18.27	)%		1.24	%		1.57	%		11.21	%	$	63		54	%
2021	$	24.58		54.22	%		1.72	%		0.36	%		1.98	%	$	147		73	%(j)
2020	$	16.08		(5.65	)%		1.75	%		1.13	%		1.76	%	$	4,478		124	%(k)
2019	$	17.08		(8.07	)%		1.75	%		0.73	%		1.79	%	$	4,745		68	%
2018	$	18.76		7.09	%		1.72	%(l)		0.61	%		1.81	%	$	5,186		59	%

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

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

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

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

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

(l)  Prior to October 1, 2017, USAA Asset Management Company (previous Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.65% of the Class A's average daily net assets.

See notes to financial statements.

23

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Emerging Markets Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

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

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

• Level 3 — significant unobservable inputs (including the Adviser's 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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

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

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

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.

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

A summary of the valuations as of November 30, 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	$	140,044	$	496,846	$	87	$	636,977
Exchange-Traded Funds		1,938		—		—		1,938
Collateral for Securities Loaned		4,566		—		—		4,566
		—		—		—		—
Total	$	146,548	$	496,846	$	87	$	643,481

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market

25

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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:

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of November 30, 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

26

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	6,152	$	1,511	$	4,566

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.

The Fund filed for additional European Union reclaims related to prior years. In September 2022, the Poland Tax Authority issued favorable decisions relating to claims for Poland. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. For the six months ended November 30, 2022, the Fund recognized $19 thousand in reclaims. These reclaims are reflected on the Statement of Operations as Dividend Income.

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

27

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of May 31.

For the six months ended November 30, 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.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	203,281	$	157,570

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. As of November 30, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.3
USAA Cornerstone Equity Fund		1.5

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 1.00% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Emerging Markets Fund Index. The Lipper Emerging Markets Fund Index tracks the total return performance of the largest funds within the Lipper Emerging Markets Fund category.

The performance period for each share class consists of the current month plus the previous 35 months. 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.

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

For the period June 1, 2022, to November 30, 2022, performance adjustments were $0, $13, and $0 for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were 0.00%, 0.01%, and 0.00% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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

VCM entered into an Investment Subadvisory Agreement with Lazard Asset Management LLC ("Lazard"), under which Lazard directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM 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 six months ended November 30, 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

29

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

specifically allocated to the Fund. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 Institutional Shares and Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 September 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

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

the expense limits. As of November 30, 2022, the expense limits (excluding voluntary waivers) were 1.48%, 1.29%, and 1.75% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	261	$	215	$	111	$	265	$	852

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

6. Risks:

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, 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.

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. Global markets, or those in a particular region, may all react in similar fashion to important political, economic, or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. Interest charged to the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The average borrowing for the days outstanding and average interest rate for the Fund during the six months ended November 30, 2022, were as follows (amounts in thousands):

Amount Outstanding at November 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
$	—	$	1,788		1		3.88	%	$	1,788

*  For the six months ended November 30, 2022, based on the number of days borrowings were outstanding.

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 six months ended November 30, 2022.

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

32

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

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

Short-Term Amount		Total
$	13,777	$	13,777

9. Subsequent Event:

On December 9, 2022, the Board of Trustees of USAA Mutual Funds Trust ("Trust"), upon the recommendation of Victory Capital Management Inc., the Trust's investment adviser, approved a Plan of Liquidation ("Plan") for the USAA Emerging Markets Fund Class A (the "Share Class"). It is anticipated that the Share Class will liquidate on or about February 22, 2023. On the liquidation date, the Share Class will redeem all its outstanding shares at the net asset value of such shares.

Effective December 19, 2022, the Share Class will be closed to new investors and shareholder accounts. Through the NAV on February 15, 2023, the Share Class will continue to accept additional investments (including through the reinvestment of dividends and capital gains) from existing shareholders. Please note that no other classes of the Fund are affected.

33

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22- 11/30/22*		Hypothetical Expenses Paid During Period 6/1/22- 11/30/22*		Annualized Expense Ratio During Period 6/1/22- 11/30/22
Fund Shares	$	1,000.00	$	910.00	$	1,017.65	$	7.09	$	7.49		1.48	%
Institutional Shares		1,000.00		910.90		1,018.55		6.23		6.58		1.30	%
Class A		1,000.00		908.90		1,016.29		8.37		8.85		1.75	%

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

34

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

P.O. Box 182593,

Columbus, Ohio 43218-2593

Visit our website at:	Call
www.vcm.com	(800) 235-8396

25559-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Precious Metals and Minerals Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	6
Statement of Operations	7
Statements of Changes in Net Assets	8
Financial Highlights	10
Notes to Financial Statements	12
Supplemental Information	21
Proxy Voting and Portfolio Holdings Information	21
Expense Examples	21
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term capital appreciation and to protect the purchasing power of shareholders' capital against inflation.

Top 10 Equity Holdings*:

November 30, 2022

(% of Net Assets)

Newmont Corp.	12.7	%
Barrick Gold Corp.	9.3	%
Aginco Eagle Mines Ltd.	9.0	%
Franco-Nevada Corp.	7.9	%
Wheaton Precious Metals Corp.	5.2	%
B2Gold Corp.	4.1	%
Yamana Gold, Inc.	4.1	%
Gold Fields Ltd., ADR	3.8	%
Northern Star Resources Ltd.	3.4	%
Newcrest Mining Ltd.	3.3	%

Portfolio Composition*:

November 30, 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.

2

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Common Stocks (99.9%)
Australia (12.3%):
Materials (12.3%):
De Grey Mining, Ltd. (a) (b)		1,165,515	$	1,030
Evolution Mining Ltd.		4,391,696		8,105
Gold Road Resources Ltd.		1,928,577		2,314
Newcrest Mining Ltd.		1,223,419		16,688
Northern Star Resources Ltd.		2,396,263		17,389
Perseus Mining Ltd.		4,308,434		6,599
Ramelius Resources Ltd.		3,271,854		1,915
Regis Resources Ltd.		2,128,654		2,816
Silver Lake Resources Ltd. (a)		4,268,850		3,540
West African Resources, Ltd. (a)		1,930,796		1,561
				61,957
Canada (55.5%):
Materials (55.5%):
Aginco Eagle Mines Ltd. (b)		905,641		45,619
Alamos Gold, Inc. (b)		1,119,616		10,855
B2Gold Corp.		5,999,753		20,921
Barrick Gold Corp.		2,880,649		47,012
Centerra Gold, Inc. (b)		1,499,019		8,013
Dundee Precious Metals, Inc.		1,505,141		7,106
Eldorado Gold Corp. (a)		179,157		1,372
Equinox Gold Corp. (a)		68,782		242
Franco-Nevada Corp.		271,530		39,668
Great Basin Gold Ltd. (a) (c) (d)		6,500,000		—
IAMGOLD Corp. (a)		914,093		1,869
K92 Mining, Inc. (a)		483,061		2,776
Karora Resources, Inc. (a)		419,439		1,385
Kinross Gold Corp.		1,108,016		4,576
Lundin Gold, Inc.		78,200		772
Nautilus Minerals, Inc. (a) (c) (d)		5,757,622		—
New Gold, Inc. (a)		1,183,000		1,311
Northern Star Mining Corp. (a) (c) (d)		375,000		—
OceanaGold Corp. (a)		2,084,516		3,549
Osisko Gold Royalties Ltd.		303,400		3,828
Sandstorm Gold Ltd.		658,794		3,419
SSR Mining, Inc.		992,179		15,041
Torex Gold Resources, Inc. (a)		859,889		7,960
Victoria Gold Corp. (a)		112,390		679
Wesdome Gold Mines Ltd. (a)		722,933		4,880
Wheaton Precious Metals Corp.		674,637		26,333
Yamana Gold, Inc.		3,769,219		20,542
				279,728

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
China (2.8%):
Materials (2.8%):
Shandong Gold Mining Co. Ltd. Class H (e)		950,700	$	1,855
Zhaojin Mining Industry Co. Ltd. Class H (a) (b)		1,459,000		1,616
Zijin Mining Group Co. Ltd. Class H		8,206,000		10,653
				14,124
Indonesia (0.5%):
Materials (0.5%):
Aneka Tambang Tbk		18,415,700		2,324
Jersey (1.0%):
Materials (1.0%):
Centamin PLC		3,704,746		4,765
Peru (0.1%):
Materials (0.1%):
Cia de Minas Buenaventura SAA, ADR		68,157		556
Russian Federation (0.4%):
Materials (0.4%):
Polymetal International PLC (a) (d) (f) (g)		757,840		2,155
Polyus PJSC (a) (c) (d)		62,088		83
				2,238
South Africa (7.6%):
Materials (7.6%):
AngloGold Ashanti Ltd.		786,708		14,042
Gold Fields Ltd., ADR (b)		1,724,650		19,230
Great Basin Gold Ltd. (a) (c) (d)		8,566,400		—
Harmony Gold Mining Co. Ltd. (b)		1,463,504		5,221
				38,493
Turkey (1.2%):
Materials (1.2%):
Koza Altin Isletmeleri A/S (b)		298,319		5,895
United Kingdom (2.4%):
Materials (2.4%):
Endeavour Mining PLC (b)		570,692		12,114
United States (16.1%):
Materials (16.1%):
Coeur Mining, Inc. (a)		370,107		1,295
Newmont Corp.		1,348,430		64,010
Royal Gold, Inc.		141,793		15,928
				81,233
Total Common Stocks (Cost $427,151)				503,427

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Precious Metals and Minerals Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Collateral for Securities Loaned (2.8%)^
United States (2.8%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (h)		3,565,244	$	3,566
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (h)		3,565,244		3,565
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (h)		3,565,244		3,565
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (h)		3,565,244		3,565
Total Collateral for Securities Loaned (Cost $14,261)				14,261
Total Investments (Cost $441,412) — 102.7%				517,688
Liabilities in excess of other assets — (2.7)%				(13,500	)
NET ASSETS — 100.00%			$	504,188

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of November 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At November 30, 2022, illiquid securities were 0.4% of the Fund's net assets.

(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 November 30, 2022, the fair value of these securities was $1,855 thousands and amounted to 0.4% of net assets.

(f)  Restricted security due to trading restrictions. Russian sanctioned entity by the United States Government.

(g)  The following table details the acquisition date and cost of the Fund's Russian sanctioned restricted securities at November 30, 2022 (amount in thousand):

Security Name	Acquisition Date	Cost
Polymetal International PLC	7/11/2019	$	9,758

(h)  Rate disclosed is the daily yield on November 30, 2022.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

5

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Precious Metals and Minerals Fund
Assets:
Investments, at value (Cost $441,412)	$	517,688	(a)
Cash		1,248
Receivables:
Interest and dividends		943
Capital shares issued		159
From Adviser		8
Prepaid expenses		38
Total Assets		520,084
Liabilities:
Payables:
Collateral received on loaned securities		14,261
Capital shares redeemed		242
Accrued foreign capital gains taxes		877
Accrued expenses and other payables:
Investment advisory fees		269
Administration fees		57
Custodian fees		23
Transfer agent fees		97
Compliance fees		—	(b)
Trustees' fees		1
12b-1 fees		2
Other accrued expenses		67
Total Liabilities		15,896
Net Assets:
Capital		1,203,835
Total accumulated earnings/(loss)		(699,647	)
Net Assets	$	504,188
Net Assets
Fund Shares	$	461,385
Institutional Shares		19,437
Class A		23,366
Total	$	504,188
Shares (unlimited number of shares authorized with no par value):
Fund Shares		28,533
Institutional Shares		1,176
Class A		1,465
Total		31,174
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	16.17
Institutional Shares		16.54
Class A		15.95
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	16.92

(a)  Includes $14,242 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.

6

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Precious Metals and Minerals Fund
Investment Income:
Dividends	$	7,136
Interest		6
Securities lending (net of fees)		135
Foreign tax withholding		(821	)
Total Income		6,456
Expenses:
Investment advisory fees		1,678
Administration fees — Fund Shares		324
Administration fees — Institutional Shares		9
Administration fees — Class A		16
Sub-Administration fees		12
12b-1 fees — Class A		27
Custodian fees		41
Transfer agent fees — Fund Shares		511
Transfer agent fees — Institutional Shares		9
Transfer agent fees — Class A		11
Trustees' fees		24
Compliance fees		2
Legal and audit fees		45
State registration and filing fees		36
Other expenses		72
Total Expenses		2,817
Expenses waived/reimbursed by Adviser		(24	)
Net Expenses		2,793
Net Investment Income (Loss)		3,663
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(13,561	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(54,472	)
Net realized/unrealized gains (losses) on investments		(68,033	)
Change in net assets resulting from operations	$	(64,370	)

See notes to financial statements.

7

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Precious Metals and Minerals Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	3,663		$	6,075
Net realized gains (losses)		(13,561	)		6,161
Net change in unrealized appreciation/depreciation		(54,472	)		(155,244	)
Change in net assets resulting from operations		(64,370	)		(143,008	)
Distributions to Shareholders:
Fund Shares		—			(4,645	)
Institutional Shares		—			(198	)
Class A		—			(166	)
Change in net assets resulting from distributions to shareholders		—			(5,009	)
Change in net assets resulting from capital transactions		(13,821	)		(20,193	)
Change in net assets		(78,191	)		(168,210	)
Net Assets:
Beginning of period		582,379			750,589
End of period	$	504,188		$	582,379

(continues on next page)

See notes to financial statements.

8

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Precious Metals and Minerals Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	16,656		$	71,209
Distributions reinvested		—			4,526
Cost of shares redeemed		(29,686	)		(103,473	)
Total Fund Shares	$	(13,030	)	$	(27,738	)
Institutional Shares
Proceeds from shares issued	$	1,546		$	1,422
Distributions reinvested		—			198
Cost of shares redeemed		(501	)		(2,089	)
Total Institutional Shares	$	1,045		$	(469	)
Class A
Proceeds from shares issued	$	3,262		$	18,346
Distributions reinvested		—			166
Cost of shares redeemed		(5,098	)		(10,498	)
Total Class A	$	(1,836	)	$	8,014
Change in net assets resulting from capital transactions	$	(13,821	)	$	(20,193	)
Share Transactions:
Fund Shares
Issued		1,126			3,591
Reinvested		—			250
Redeemed		(1,999	)		(5,358	)
Total Fund Shares		(873	)		(1,517	)
Institutional Shares
Issued		97			74
Reinvested		—			11
Redeemed		(33	)		(115	)
Total Institutional Shares		64			(30	)
Class A
Issued		236			922
Reinvested		—			9
Redeemed		(346	)		(535	)
Total Class A		(110	)		396
Change in Shares		(919	)		(1,151	)

See notes to financial statements.

9

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
USAA Precious Metals and Minerals Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	18.14		0.12	(h)		(2.09	)		(1.97	)		—			—
Year Ended May 31: 2022	$	22.57		0.19	(h)		(4.46	)		(4.27	)		(0.16	)		(0.16	)
2021	$	19.34		0.09	(h)		3.15			3.24			(0.01	)		(0.01	)
2020	$	12.16		(0.04	)(h)		7.22			7.18			—			—
2019	$	12.87		(0.03	)(h)		(0.68	)		(0.71	)		—			—
2018	$	12.93		(0.05	)(h)		(0.01	)		(0.06	)		—			—
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	18.53		0.14	(h)		(2.13	)		(1.99	)		—			—
Year Ended May 31: 2022	$	23.06		0.22	(h)		(4.56	)		(4.34	)		(0.19	)		(0.19	)
2021	$	19.76		0.12	(h)		3.22			3.34			(0.04	)		(0.04	)
2020	$	12.40		(0.01	)(h)		7.37			7.36			—			—
2019	$	13.06		0.01	(h)		(0.67	)		(0.66	)		—			—
2018	$	13.07		(0.01	)(h)		—	(k)		(0.01	)		—			—
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	17.91		0.11	(h)		(2.07	)		(1.96	)		—			—
Year Ended May 31: 2022	$	22.29		0.14	(h)		(4.39	)		(4.25	)		(0.13	)		(0.13	)
2021	$	19.13		0.04	(h)		3.12			3.16			—			—
2020	$	12.04		(0.05	)(h)		7.14			7.09			—			—
2019	$	12.74		(0.03	)(h)		(0.67	)		(0.70	)		—			—
2018	$	12.82		0.16			(0.24	)		(0.08	)		—			—

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

10

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Redemption Fees Added to Beneficial Interests			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)(b)			Net Expenses(c)(d)(e)(f)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(g)
USAA Precious Metals and Minerals Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	16.17		(10.86	)%		1.19	%		1.56	%		1.19	%	$	461,385		2	%
Year Ended May 31: 2022				$	18.14		(18.93	)%		1.12	%		0.97	%		1.12	%	$	533,574		8	%
2021				$	22.57		16.69	%		1.12	%		0.41	%		1.12	%	$	697,969		7	%
2020		—		$	19.34		59.13	%		1.19	%		(0.25	)%		1.19	%	$	660,770		47	%(i)
2019		—		$	12.16		(5.52	)%		1.31	%		(0.22	)%		1.31	%	$	468,208		7	%
2018		—		$	12.87		(0.46	)%		1.23	%		(0.36	)%		1.23	%	$	540,952		13	%
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	16.54		(10.74	)%		0.97	%		1.78	%		1.13	%	$	19,437		2	%
Year Ended May 31: 2022				$	18.53		(18.84	)%		0.98	%		1.13	%		1.05	%	$	20,602		8	%
2021				$	23.06		16.90	%		0.99	%		0.55	%		1.05	%	$	26,338		7	%
2020		—		$	19.76		59.35	%		1.00	%		(0.05	)%		1.06	%	$	21,855		47	%(i)
2019		—		$	12.40		(5.05	)%		1.00	%(j)		0.12	%		1.19	%	$	21,327		7	%
2018		—		$	13.06		(0.08	)%		0.89	%		(0.07	)%		0.89	%	$	3,632		13	%
Class A
Six Months Ended November 30, 2022 (Unaudited)		—		$	15.95		(10.94	)%		1.30	%		1.44	%		1.40	%	$	23,366		2	%
Year Ended May 31: 2022				$	17.91		(19.08	)%		1.31	%		0.74	%		1.34	%	$	28,203		8	%
2021				$	22.29		16.52	%		1.31	%		0.21	%		1.34	%	$	26,282		7	%
2020		—		$	19.13		58.89	%		1.27	%		(0.32	)%		1.27	%	$	28,653		47	%(i)
2019		—		$	12.04		(5.49	)%		1.38	%		(0.27	)%		1.38	%	$	17,744		7	%
2018		—	(k)	$	12.74		(0.62	)%		1.30	%		(0.43	)%		1.30	%	$	16,881		13	%

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

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

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

(j)  Effective June 6, 2018, USAA Asset Management Company (previous Adviser) has voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.00% of the Institutional Shares' average daily net assets.

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

See notes to financial statements.

11

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Precious Metals and Minerals Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as non-diversified under the 1940 Act.

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

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

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

12

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

Investments in open-end investment companies, 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.

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

A summary of the valuations as of November 30, 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	$	437,837	$	55,359	$	10,231	$	503,427
Collateral for Securities Loaned		14,261		—		—		14,261
Total	$	452,098	$	55,359	$	10,231	$	517,688

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

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 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

13

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of November 30, 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.

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	14,242	$	—	$	14,261

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 May 31.

For the six months ended November 30, 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.

15

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	10,191	$	19,233

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. As of November 30, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.2
USAA Cornerstone Equity Fund		0.1
USAA Target Retirement Income Fund		0.4
USAA Target Retirement 2030 Fund		0.8
USAA Target Retirement 2040 Fund		0.9
USAA Target Retirement 2050 Fund		0.5
USAA Target Retirement 2060 Fund		0.1

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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

The performance period for each share class consists of the current month plus the previous 35 months. 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.

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 Precious Metals Equity Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period June 1, 2022, to November 30, 2022, performance adjustments were $(81), $(2), and $(4) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.03)%, and (0.04)% for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 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,

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 September 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 November 30, 2022, the expense limits (excluding voluntary waivers) were 1.27%, 1.00%, and 1.34% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	7	$	23	$	22	$	24	$	76

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended November 30, 2022.

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

6. Risks:

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, 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.

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. Global markets, or those in a particular region, may all react in similar fashion to important political, economic, or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 2022.

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 six months ended November 30, 2022.

8. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

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

Short-Term Amount		Long-Term Amount		Total
$	10,375	$	747,238	$	757,613

20

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22- 11/30/22*		Hypothetical Expenses Paid During Period 6/1/22- 11/30/22*		Annualized Expense Ratio During Period 6/1/22- 11/30/22
Fund Shares	$	1,000.00	$	891.40	$	1,019.10	$	5.64	$	6.02		1.19	%
Institutional Shares		1,000.00		892.60		1,020.21		4.60		4.91		0.97	%
Class A		1,000.00		890.60		1,018.55		6.16		6.58		1.30	%

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

21

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

23408-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA International Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	24
Statement of Operations	26
Statements of Changes in Net Assets	27
Financial Highlights	30
Notes to Financial Statements	34
Supplemental Information	44
Proxy Voting and Portfolio Holdings Information	44
Expense Examples	44
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA International Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Sectors*:

November 30, 2022

(% of Net Assets)

Financials	17.7	%
Industrials	16.4	%
Health Care	12.6	%
Consumer Discretionary	10.8	%
Information Technology	9.7	%
Consumer Staples	7.9	%
Materials	6.6	%
Energy	6.3	%
Communication Services	4.8	%
Utilities	2.8	%

Country Allocation:

November 30, 2022

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio and short-term investments purchased with cash collateral from securities loaned.

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

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

2

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Common Stocks (98.1%)
Argentina (0.0%): (a)
Energy (0.0%):
YPF SA, ADR (b)		69,275	$	581
Australia (6.0%):
Consumer Discretionary (1.0%):
ARB Corp. Ltd. (c)		106,337		2,080
Aristocrat Leisure Ltd.		578,452		13,897
Lovisa Holdings Ltd.		226,325		3,683
PWR Holdings Ltd.		602,879		4,833
				24,493
Energy (0.2%):
Santos Ltd.		385,135		1,920
Woodside Energy Group Ltd.		111,641		2,819
				4,739
Financials (1.0%):
Macquarie Group Ltd.		162,815		20,019
National Australia Bank Ltd.		217,428		4,679
QBE Insurance Group Ltd.		194,906		1,711
				26,409
Health Care (1.1%):
Cogstate, Ltd. (b)		630,500		839
CSL Ltd.		122,448		25,153
Nanosonics Ltd. (b)		435,857		1,428
				27,420
Industrials (0.4%):
Austal Ltd.		1,436,152		2,391
IPH Ltd.		420,261		2,621
Johns Lyng Group Ltd.		860,481		4,310
Qantas Airways Ltd. (b)		478,842		2,056
				11,378
Information Technology (0.1%):
Appen Ltd.		805,839		1,493
Materials (1.5%):
BHP Group Ltd.		961,512		29,853
Imdex Ltd.		1,419,819		2,355
Mineral Resources Ltd.		32,002		1,927
Ramelius Resources Ltd.		2,721,529		1,605
Rio Tinto Ltd.		23,297		1,739
				37,479

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Real Estate (0.7%):
Charter Hall Group		201,686	$	1,948
Goodman Group		124,144		1,642
Scentre Group		6,527,481		13,311
				16,901
				150,312
Austria (0.3%):
Financials (0.1%):
Erste Group Bank AG		123,402		3,864
Industrials (0.1%):
ANDRITZ AG		45,140		2,470
Information Technology (0.1%):
ams-OSRAM AG (b)		168,297		1,402
				7,736
Belgium (0.5%):
Financials (0.1%):
Ageas SA		69,500		2,814
Information Technology (0.4%):
Melexis NV		112,739		9,932
				12,746
Brazil (0.8%):
Communication Services (0.1%):
Telefonica Brasil SA		263,906		1,935
Consumer Staples (0.0%): (a)
Atacadao SA		260,074		801
Energy (0.2%):
Petro Rio SA (b)		390,800		2,715
Ultrapar Participacoes SA		624,507		1,709
				4,424
Financials (0.2%):
Banco Bradesco SA, ADR		865,419		2,571
Banco do Brasil SA		374,900		2,549
				5,120
Materials (0.1%):
Gerdau SA Preference Shares		440,100		2,678
Utilities (0.2%):
Cia de Saneamento Basico do Estado de Sao Paulo		204,616		2,378
Cia Energetica de Minas Gerais Preference Shares		841,690		1,862
				4,240
				19,198

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Canada (2.1%):
Consumer Discretionary (0.1%):
BRP, Inc.		28,090	$	2,103
Energy (0.5%):
ARC Resources Ltd.		227,878		3,385
Cameco Corp.		68,833		1,677
Headwater Exploration, Inc. (b)		319,016		1,537
Parex Resources, Inc.		83,128		1,190
Pason Systems, Inc.		174,758		2,085
Suncor Energy, Inc.		49,190		1,618
Trican Well Service Ltd. (b)		708,675		2,108
				13,600
Financials (0.6%):
Element Fleet Management Corp.		228,356		3,236
Fairfax Financial Holdings Ltd.		5,336		3,062
National Bank of Canada		53,422		3,810
Sun Life Financial, Inc.		53,541		2,537
The Toronto-Dominion Bank		48,385		3,221
				15,866
Industrials (0.3%):
Calian Group Ltd.		50,890		2,525
Finning International, Inc.		70,106		1,776
Savaria Corp.		174,865		2,010
				6,311
Materials (0.6%):
Barrick Gold Corp.		210,253		3,431
Karora Resources, Inc. (b)		648,651		2,141
Kinross Gold Corp.		147,841		611
Nutrien Ltd.		35,743		2,873
Stella-Jones, Inc.		68,555		2,433
Teck Resources Ltd. Class B		72,475		2,687
Wesdome Gold Mines Ltd. (b)		288,239		1,946
				16,122
				54,002
Chile (0.1%):
Consumer Staples (0.1%):
Cencosud SA		1,003,356		1,499
China (1.8%):
Communication Services (0.7%):
Baidu, Inc. Class A (b)		260,414		3,515
Tencent Holdings Ltd.		343,500		12,990
				16,505

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Consumer Discretionary (0.5%):
Alibaba Group Holding Ltd. (b)		323,440	$	3,520
BYD Co. Ltd. Class H		74,000		1,884
Dongfeng Motor Group Co. Ltd. Class H		3,955,698		2,229
Guangzhou Automobile Group Co. Ltd. Class H		2,246,000		1,624
New Oriental Education & Technology Group, Inc. (b)		499,000		1,434
Yadea Group Holdings Ltd. (d)		852,000		1,616
				12,307
Financials (0.3%):
Agricultural Bank of China Ltd. Class H		4,094,000		1,369
Bank of China Ltd. Class H		5,779,000		2,048
China Construction Bank Corp. Class H		3,348,000		2,026
PICC Property & Casualty Co. Ltd. Class H		1,400,000		1,418
				6,861
Health Care (0.1%):
CSPC Pharmaceutical Group Ltd.		1,304,000		1,680
Industrials (0.1%):
China Railway Group Ltd. Class H		4,161,000		2,349
COSCO SHIPPING Holdings Co. Ltd. Class H		1,156,200		1,264
				3,613
Materials (0.1%):
Anhui Conch Cement Co. Ltd. Class H		642,000		2,339
Ganfeng Lithium Group Co. Ltd. Class H (d)		171,000		1,513
				3,852
				44,818
Denmark (2.6%):
Consumer Discretionary (0.5%):
Pandora A/S		171,138		13,031
Health Care (1.8%):
Novo Nordisk A/S Class B		364,421		45,718
Industrials (0.3%):
AP Moller — Maersk A/S Class B		892		1,934
INVISIO AB		188,153		2,963
Per Aarsleff Holding A/S		44,295		1,434
				6,331
				65,080
Finland (0.6%):
Health Care (0.1%):
Revenio Group Oyj		64,563		2,755
Industrials (0.1%):
Wartsila Oyj Abp		306,154		2,652

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (0.3%):
Admicom Oyj (c)		38,241	$	1,860
Nokia Oyj		1,303,497		6,421
				8,281
Utilities (0.1%):
Fortum Oyj		132,526		2,112
				15,800
France (9.0%):
Communication Services (0.3%):
Orange SA (c)		339,367		3,448
Publicis Groupe SA		43,837		2,885
				6,333
Consumer Discretionary (2.8%):
La Francaise des Jeux SAEM (d)		403,018		16,158
LVMH Moet Hennessy Louis Vuitton SE		65,771		51,035
Renault SA (b)		92,210		3,355
				70,548
Consumer Staples (0.3%):
Carrefour SA (c)		215,993		3,697
Pernod Ricard SA		17,779		3,527
				7,224
Energy (0.8%):
Gaztransport Et Technigaz SA		67,239		8,381
TotalEnergies SE (c)		189,509		11,843
				20,224
Financials (0.8%):
AXA SA		301,827		8,531
BNP Paribas SA		138,808		7,799
SCOR SE		42,965		826
Societe Generale SA		164,377		4,137
				21,293
Health Care (0.2%):
Equasens		20,988		1,727
EssilorLuxottica SA		9,504		1,774
Korian SA		1		—	(e)
Vetoquinol SA		20,263		1,813
				5,314
Industrials (1.5%):
Cie de Saint-Gobain		163,565		7,542
Dassault Aviation SA		13,738		2,184
Eiffage SA		20,226		1,991
Rexel SA		184,648		3,393
Safran SA		157,306		19,439

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Teleperformance		4,856	$	1,108
Thermador Groupe		33,378		3,149
				38,806
Information Technology (1.2%):
Aubay		36,883		1,918
Capgemini SE		103,127		18,643
Edenred		34,441		1,892
Esker SA		11,966		1,909
Lectra		80,344		2,844
Wavestone		49,964		2,312
				29,518
Materials (0.7%):
Arkema SA		198,166		17,618
Real Estate (0.1%):
Klepierre SA		71,463		1,656
Utilities (0.3%):
Engie SA		445,202		6,767
				225,301
Germany (7.0%):
Communication Services (0.2%):
Deutsche Telekom AG		234,490		4,770
Consumer Discretionary (0.9%):
Ceconomy AG (c)		220,202		519
Continental AG		35,804		2,167
Mercedes-Benz Group AG		92,018		6,251
Volkswagen AG Preference Shares		83,208		12,289
				21,226
Consumer Staples (0.1%):
Henkel AG And Co. KGaA		44,484		3,181
Energy (0.2%):
CropEnergies AG		180,221		2,744
VERBIO Vereinigte BioEnergie AG		28,329		2,225
				4,969
Financials (1.0%):
Allianz SE Registered Shares		103,528		22,097
Hannover Rueck SE		13,612		2,584
				24,681
Health Care (0.7%):
Bayer AG Registered Shares		53,550		3,107
Eckert & Ziegler Strahlen- und Medizintechnik AG		43,282		2,458
Fresenius SE & Co. KGaA		145,001		4,040
Merck KGaA		20,006		3,665
Nexus AG		80,065		5,021
				18,291

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Industrials (1.8%):
2G Energy AG (c)		119,672	$	2,939
Amadeus Fire AG		21,626		2,571
Brenntag SE		27,617		1,756
Cewe Stiftung & Co. KGaA		22,217		2,230
Daimler Truck Holding AG (b)		205,419		6,770
Deutsche Post AG Registered Shares		46,035		1,839
SFC Energy AG (b)		73,375		1,860
Siemens AG Registered Shares		185,466		25,719
				45,684
Information Technology (1.3%):
Basler AG (c)		81,828		2,905
Infineon Technologies AG		98,650		3,313
PVA TePla AG (b)		101,779		1,958
SAP SE		194,347		21,562
Secunet Security Networks AG (c)		10,116		2,339
				32,077
Materials (0.2%):
HeidelbergCement AG (c)		84,663		4,641
Utilities (0.6%):
RWE AG		345,927		15,227
				174,747
Hong Kong (2.0%):
Consumer Discretionary (0.0%): (a)
Chow Tai Fook Jewellery Group Ltd.		—		—
Consumer Staples (0.1%):
WH Group Ltd. (d)		4,537,780		2,659
Financials (0.8%):
AIA Group Ltd.		1,845,000		18,736
Industrials (0.1%):
CK Hutchison Holdings Ltd.		297,500		1,729
Information Technology (0.1%):
Lenovo Group Ltd.		4,134,000		3,531
Real Estate (0.8%):
CK Asset Holdings Ltd.		3,476,919		20,812
Utilities (0.1%):
Kunlun Energy Co. Ltd.		1,954,000		1,516
				48,983
India (0.9%):
Consumer Discretionary (0.0%): (a)
Mahindra & Mahindra Ltd.		97,112		1,562
Consumer Staples (0.1%):
Varun Beverages Ltd.		117,706		1,810

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Energy (0.2%):
Oil & Natural Gas Corp. Ltd.		686,687	$	1,203
Reliance Industries Ltd.		93,879		3,158
				4,361
Financials (0.3%):
Canara Bank		1,625,090		6,329
ICICI Bank Ltd.		143,620		1,683
				8,012
Information Technology (0.1%):
LTIMindtree Ltd. (d)		25,402		1,528
Tata Consultancy Services Ltd.		35,067		1,473
				3,001
Materials (0.1%):
UPL Ltd.		267,163		2,603
Utilities (0.1%):
Power Grid Corp. of India Ltd.		823,622		2,273
				23,622
Indonesia (0.2%):
Communication Services (0.1%):
PT Sarana Menara Nusantara Tbk		25,739,600		1,855
Financials (0.1%):
PT Bank Mandiri Persero Tbk		3,963,352		2,674
				4,529
Ireland (0.2%):
Financials (0.2%):
AIB Group PLC		672,338		2,183
Bank of Ireland Group PLC		333,679		2,767
				4,950
Israel (0.3%):
Consumer Discretionary (0.0%): (a)
Maytronics Ltd. (c)		134,933		1,555
Financials (0.1%):
Bank Leumi Le		175,845		1,613
Health Care (0.1%):
Inmode Ltd. (b)		47,626		1,829
Information Technology (0.1%):
Nice Ltd. (b)		10,002		1,939
				6,936
Italy (2.1%):
Consumer Staples (0.1%):
Pharmanutra SpA		35,273		2,347

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Energy (0.3%):
Eni SpA		499,124	$	7,441
Financials (0.5%):
Assicurazioni Generali SpA		205,157		3,639
BPER Banca		973,928		2,014
UniCredit SpA		473,051		6,460
				12,113
Health Care (0.2%):
El.En. SpA		287,648		4,358
Industrials (0.1%):
Leonardo SpA		197,721		1,586
Salcef Group SpA		133,821		2,426
				4,012
Information Technology (0.2%):
Nexi SpA (b) (c) (d)		141,734		1,257
Sesa SpA		30,841		3,874
				5,131
Utilities (0.7%):
Enel SpA		361,571		1,950
Iren SpA		601,853		999
Snam SpA		2,963,154		15,125
				18,074
				53,476
Japan (22.5%):
Communication Services (1.5%):
Capcom Co. Ltd.		399,800		12,184
DeNA Co. Ltd.		109,626		1,481
Fuji Media Holdings, Inc.		70,728		557
Hakuhodo DY Holdings, Inc.		50,030		490
Intage Holdings, Inc.		196,700		2,212
Kakaku.com, Inc.		600,200		10,790
MarkLines Co. Ltd.		133,200		2,727
Nintendo Co. Ltd.		40,100		1,720
Nippon Telegraph & Telephone Corp.		109,200		3,028
Nippon Television Holdings, Inc.		135,405		1,047
ValueCommerce Co. Ltd.		100,500		1,552
				37,788
Consumer Discretionary (3.4%):
Arcland Service Holdings Co. Ltd. (c)		120,000		1,944
Bandai Namco Holdings, Inc.		22,200		1,471
Benesse Holdings, Inc.		9,022		131
Honda Motor Co. Ltd.		243,412		5,933
Isuzu Motors Ltd.		524,492		6,874
Nikon Corp.		174,780		1,709
Nissan Motor Co. Ltd.		659,212		2,379
Rinnai Corp.		20,300		1,517

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Shimamura Co. Ltd.		9,459	$	859
Shoei Co. Ltd.		82,100		3,341
Snow Peak, Inc. (c)		139,500		2,327
Stanley Electric Co. Ltd.		119,311		2,454
Subaru Corp.		288,331		4,939
Sumitomo Electric Industries Ltd.		295,603		3,472
Sumitomo Rubber Industries Ltd.		169,761		1,478
The Furukawa Battery Co. Ltd.		188,500		1,552
Toyota Motor Corp.		1,999,800		29,445
ZOZO, Inc.		510,900		12,900
				84,725
Consumer Staples (1.3%):
Ajinomoto Co., Inc.		87,200		2,761
Create SD Holdings Co. Ltd. (c)		85,700		1,922
Earth Corp.		60,100		2,336
Fancl Corp.		47,100		887
G-7 Holdings, Inc.		131,200		1,466
Kirin Holdings Co. Ltd.		173,967		2,747
Seven & i Holdings Co. Ltd.		50,700		2,063
Toyo Suisan Kaisha Ltd.		342,200		14,388
Transaction Co. Ltd.		274,300		2,577
Tsuruha Holdings, Inc.		32,191		2,085
				33,232
Energy (0.1%):
Inpex Corp.		267,103		2,944
Financials (3.1%):
Dai-ichi Life Holdings, Inc.		210,484		3,905
eGuarantee, Inc.		146,200		2,636
Mitsubishi UFJ Financial Group, Inc.		3,796,340		20,706
Mizuho Financial Group, Inc.		189,050		2,360
MS&AD Insurance Group Holdings, Inc.		133,089		3,951
Nomura Holdings, Inc.		316,606		1,156
ORIX Corp.		201,700		3,268
Resona Holdings, Inc.		924,532		4,450
Sumitomo Mitsui Financial Group, Inc.		179,280		6,086
Sumitomo Mitsui Trust Holdings, Inc.		115,315		3,699
T&D Holdings, Inc.		432,445		5,258
Tokio Marine Holdings, Inc.		984,800		20,318
				77,793
Health Care (2.5%):
Alfresa Holdings Corp.		114,829		1,398
As One Corp.		46,200		2,081
BML, Inc.		55,200		1,399
Carenet, Inc. (c)		283,900		2,473
Eisai Co. Ltd.		22,637		1,547
EM Systems Co. Ltd.		327,200		2,378
Hoya Corp.		197,400		20,430
Japan Lifeline Co. Ltd.		180,000		1,253

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Medical Data Vision Co. Ltd.		353,500	$	2,633
Nakanishi, Inc.		116,100		2,434
Nippon Shinyaku Co. Ltd.		28,900		1,715
Olympus Corp.		96,700		1,998
Ono Pharmaceutical Co. Ltd.		255,884		6,559
Shionogi & Co. Ltd.		230,182		11,580
Takeda Pharmaceutical Co. Ltd.		119,293		3,508
				63,386
Industrials (6.1%):
Altech Corp.		120,500		1,841
BeNext-Yumeshin Group Co.		156,618		2,214
Creek & River Co. Ltd.		141,400		2,139
CTI Engineering Co. Ltd.		97,100		2,310
Dai-Dan Co. Ltd.		64,700		1,038
Fuji Corp.		108,100		1,650
Fuji Electric Co. Ltd.		453,600		18,798
gremz, Inc.		151,400		2,025
Hino Motors Ltd. (b)		410,353		1,865
Hitachi Ltd.		33,600		1,797
ITOCHU Corp.		128,400		4,033
JAC Recruitment Co. Ltd.		120,200		2,279
Japan Airlines Co. Ltd. Class C (b)		117,001		2,339
Japan Elevator Service Holdings Co. Ltd.		176,400		2,280
JGC Holdings Corp.		154,662		2,146
Komatsu Ltd.		119,900		2,786
Makita Corp.		137,828		3,175
Management Solutions Co. Ltd. (c)		112,900		3,207
METAWATER Co. Ltd.		102,100		1,337
MIRAIT ONE Corp.		140,300		1,549
MISUMI Group, Inc.		436,800		10,859
Mitsubishi Heavy Industries Ltd.		403,364		16,057
Mitsui & Co. Ltd.		110,300		3,202
Nichireki Co. Ltd.		177,800		1,681
NIPPON EXPRESS HOLDINGS, Inc.		34,900		2,068
Nippon Yusen KK		444,600		9,898
OKUMA Corp.		209,800		8,040
Organo Corp.		222,000		4,606
Sanwa Holdings Corp.		1,436,400		13,614
Shinwa Co. Ltd.		122,800		1,844
SHO-BOND Holdings Co. Ltd.		52,900		2,343
Sinko Industries Ltd.		125,400		1,418
S-Pool, Inc.		477,100		3,311
Sumitomo Heavy Industries Ltd.		89,442		1,908
THK Co. Ltd.		118,635		2,340
Tocalo Co. Ltd.		222,000		2,030
Tsurumi Manufacturing Co. Ltd.		111,400		1,628
Weathernews, Inc.		39,700		2,223
Yamato Holdings Co. Ltd.		218,670		3,672
				153,550

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (3.1%):
Alps Alpine Co. Ltd.		145,001	$	1,391
Canon, Inc.		65,000		1,520
Comture Corp.		113,400		2,182
Cresco Ltd.		110,100		1,400
Cybozu, Inc.		253,200		4,175
Digital Arts, Inc.		41,600		2,003
Double Standard, Inc. (c)		53,100		873
Fujitsu Ltd.		117,000		15,878
Fukui Computer Holdings, Inc.		130,400		2,813
Future Corp.		241,200		2,993
Horiba Ltd.		51,800		2,381
Justsystems Corp.		89,868		2,200
Kanematsu Electronics Ltd.		56,700		1,889
m-up Holdings, Inc.		227,500		2,290
Oracle Corp.		179,300		10,620
SHIFT, Inc. (b)		16,000		3,454
Softcreate Holdings Corp.		106,400		2,746
TDK Corp.		71,400		2,574
TechMatrix Corp.		128,000		1,556
Tokyo Electron Ltd.		7,500		2,546
Ulvac, Inc.		263,500		11,615
				79,099
Materials (0.5%):
JCU Corp.		106,300		2,643
Maeda Kosen Co. Ltd.		84,400		2,009
Shin-Etsu Chemical Co. Ltd.		16,600		2,148
Taiheiyo Cement Corp.		88,507		1,400
Toagosei Co., Ltd.		202,400		1,746
Tosoh Corp.		149,100		1,771
				11,717
Real Estate (0.6%):
Mitsubishi Estate Co. Ltd.		259,608		3,666
Mitsui Fudosan Co. Ltd.		99,300		2,014
Sumitomo Realty & Development Co. Ltd.		335,200		9,130
				14,810
Utilities (0.3%):
Chubu Electric Power Co., Inc.		789,200		7,400
				566,444
Korea, Republic Of (1.5%):
Communication Services (0.3%):
Cheil Worldwide, Inc.		87,092		1,616
JYP Entertainment Corp.		46,532		2,175
KT Corp.		146,469		4,181
				7,972

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Consumer Discretionary (0.3%):
Coway Co. Ltd.		46,818	$	2,061
Hankook Tire & Technology Co. Ltd.		54,074		1,412
Hyundai Mobis Co. Ltd.		17,521		2,868
Kia Corp.		34,117		1,797
				8,138
Financials (0.5%):
Hana Financial Group, Inc.		54,972		1,880
KB Financial Group, Inc.		128,804		5,115
Shinhan Financial Group Co. Ltd.		162,202		4,702
				11,697
Industrials (0.1%):
Samsung Engineering Co. Ltd. (b)		97,747		1,848
Information Technology (0.3%):
LG Innotek Co. Ltd.		13,239		3,192
Samsung Electronics Co. Ltd.		42,058		2,021
Samsung SDI Co. Ltd.		3,739		2,111
				7,324
				36,979
Luxembourg (0.3%):
Communication Services (0.1%):
RTL Group SA		42,397		1,761
Energy (0.1%):
Tenaris SA		144,418		2,506
Health Care (0.0%): (a)
Eurofins Scientific SE		23,323		1,619
Materials (0.1%):
ArcelorMittal SA		76,634		2,101
				7,987
Malaysia (0.3%):
Consumer Staples (0.1%):
Kuala Lumpur Kepong Bhd		283,200		1,334
Financials (0.2%):
CIMB Group Holdings Bhd		1,720,723		2,253
RHB Bank Bhd		2,416,200		3,064
				5,317
				6,651
Mexico (0.1%):
Consumer Staples (0.1%):
Arca Continental SAB de CV		301,791		2,519

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Netherlands (4.2%):
Communication Services (0.8%):
Koninklijke KPN NV		6,446,169	$	19,828
VEON Ltd., ADR (b)		825,596		496
				20,324
Consumer Staples (0.2%):
Heineken NV		20,835		1,929
Koninklijke Ahold Delhaize NV		131,189		3,823
				5,752
Financials (1.4%):
ABN AMRO Bank NV (d)		391,552		5,049
ING Groep NV		2,200,034		26,677
NN Group NV		48,394		2,068
				33,794
Health Care (0.2%):
Koninklijke Philips NV		254,120		3,808
QIAGEN NV (b)		44,772		2,235
				6,043
Industrials (1.0%):
PostNL NV (c)		305,847		569
SIF Holding NV (c)		160,874		1,954
Signify NV (d)		36,431		1,244
Wolters Kluwer NV		186,885		20,595
				24,362
Information Technology (0.6%):
ASM International NV		44,947		12,462
STMicroelectronics NV		86,535		3,349
				15,811
				106,086
New Zealand (0.4%):
Consumer Staples (0.0%): (a)
Scales Corp. Ltd.		441,317		1,224
Health Care (0.4%):
Fisher & Paykel Healthcare Corp. Ltd.		661,849		9,908
				11,132
Norway (1.1%):
Consumer Staples (0.1%):
Mowi ASA		99,469		1,560
Energy (0.4%):
Aker BP ASA (c)		143,324		4,989
Equinor ASA		48,788		1,880

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
TGS ASA		215,719	$	2,953
Var Energi ASA (c)		401,525		1,483
				11,305
Financials (0.3%):
SpareBank 1 SMN		718,089		8,561
Health Care (0.1%):
Medistim ASA		80,939		2,169
Information Technology (0.1%):
Bouvet ASA		339,486		1,966
Materials (0.1%):
Norsk Hydro ASA		84,128		634
Yara International ASA		46,506		2,149
				2,783
				28,344
Qatar (0.1%):
Communication Services (0.1%):
Ooredoo QPSC		582,140		1,420
Russian Federation (0.0%): (a)
Communication Services (0.0%):
Mobile TeleSystems PJSC, ADR (b) (f) (g)		177,615		10
Consumer Staples (0.0%):
Magnit PJSC, GDR (f) (g)		94,274		—	(e)
Energy (0.0%):
Gazprom PJSC, ADR (b) (f) (g) (h) (i)		153,287		8
LUKOIL PJSC, ADR (f) (g) (h) (i)		34,917		4
				12
Financials (0.0%):
Sberbank of Russia PJSC, ADR (b) (f) (h) (i)		505,824		50
Sberbank of Russia PJSC (b) (f) (g) (h) (i)		564,350		2
				52
				74
Saudi Arabia (0.2%):
Energy (0.1%):
Saudi Arabian Oil Co. (d)		144,525		1,293
Financials (0.1%):
Alinma Bank		286,214		2,650
				3,943
Singapore (0.6%):
Consumer Staples (0.2%):
Sheng Siong Group Ltd.		2,026,700		2,458
Wilmar International Ltd.		1,037,000		3,147
				5,605

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Financials (0.2%):
DBS Group Holdings Ltd.		137,300	$	3,582
iFAST Corp. Ltd.		543,900		2,142
				5,724
Information Technology (0.1%):
AEM Holdings Ltd.		731,200		2,032
Utilities (0.1%):
Sembcorp Industries Ltd.		860,300		2,036
				15,397
South Africa (0.2%):
Communication Services (0.0%): (a)
MTN Group Ltd.		75,467		619
Energy (0.1%):
Exxaro Resources Ltd.		109,038		1,427
Financials (0.1%):
Absa Group Ltd.		157,716		1,893
Old Mutual Ltd.		2,280,800		1,466
				3,359
				5,405
Spain (1.5%):
Financials (1.1%):
Banco Bilbao Vizcaya Argentaria SA (c)		3,743,905		22,061
Banco Santander SA		808,852		2,413
Bankinter SA		261,303		1,718
CaixaBank SA		717,604		2,668
				28,860
Health Care (0.1%):
Faes Farma SA		511,230		1,965
Information Technology (0.1%):
Global Dominion Access SA (d)		484,335		1,844
Utilities (0.2%):
Corp. ACCIONA Energias Renovables SA		63,939		2,535
Iberdrola SA		213,058		2,407
				4,942
				37,611
Sweden (2.8%):
Consumer Discretionary (0.1%):
Evolution AB (d)		26,254		2,706
Health Care (0.4%):
BioGaia AB B Shares		227,115		1,836
Biotage AB		194,116		3,403
Cellavision AB		57,570		1,216

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Sectra AB Class B (b)		147,792	$	2,416
Xvivo Perfusion AB (b)		109,195		1,992
				10,863
Industrials (2.1%):
Atlas Copco AB Class A		151,443		1,889
Atlas Copco AB Class B		2,150,189		24,424
BTS Group AB B Shares (c)		95,190		2,485
Eolus Vind AB Class B		139,230		1,480
GARO AB		205,986		2,262
Hexatronic Group AB		333,068		4,726
Nibe Industrier AB Class B		1,107,743		10,464
SKF AB B Shares		251,110		4,183
Volvo AB Class B		114,459		2,104
				54,017
Information Technology (0.1%):
HMS Networks AB		54,380		1,650
Materials (0.1%):
Boliden AB		51,886		1,961
				71,197
Switzerland (10.1%):
Consumer Discretionary (0.3%):
Cie Financiere Richemont SA Registered Shares		34,435		4,566
The Swatch Group AG		14,475		3,874
				8,440
Consumer Staples (2.8%):
Coca-Cola HBC AG		580,754		14,203
Nestle SA Registered Shares		474,208		56,451
				70,654
Financials (1.9%):
Julius Baer Group Ltd.		43,792		2,523
Partners Group Holding AG		15,997		15,942
Swiss Life Holding AG		3,386		1,810
UBS Group AG		1,502,484		27,729
				48,004
Health Care (3.7%):
Coltene Holding AG Registered Shares		26,804		2,128
Novartis AG Registered Shares		492,431		43,811
Roche Holding AG		144,728		47,279
				93,218
Industrials (0.4%):
Adecco Group AG		116,187		3,950
Kardex Holding AG Registered Shares		21,372		3,543
Schweiter Technologies AG Class BR		1,498		1,204
Zehnder Group AG Registered Shares		26,839		1,596
				10,293

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (0.4%):
Comet Holding AG Class R		13,097	$	2,725
Landis+Gyr Group AG		43,425		3,033
u-blox Holding AG		30,096		3,919
				9,677
Materials (0.6%):
Glencore PLC		550,942		3,759
Gurit Holding AG (c)		23,810		2,448
Holcim AG		126,930		6,632
Vetropack Holding AG		50,122		1,771
				14,610
				254,896
Taiwan (1.0%):
Financials (0.2%):
Chailease Holding Co. Ltd.		256,588		1,694
Fubon Financial Holding Co. Ltd.		1,084,716		2,155
				3,849
Health Care (0.1%):
Lotus Pharmaceutical Co. Ltd.		466,000		3,728
Information Technology (0.7%):
Catcher Technology Co. Ltd.		381,522		2,276
Delta Electronics, Inc.		221,000		2,186
E Ink Holdings, Inc.		229,000		1,373
Hon Hai Precision Industry Co. Ltd.		1,128,036		3,694
Taiwan Semiconductor Manufacturing Co. Ltd.		493,000		7,918
				17,447
				25,024
Thailand (0.2%):
Financials (0.1%):
Kasikornbank PCL		920,579		3,794
Health Care (0.1%):
Chularat Hospital PCL		21,307,600		2,239
				6,033
Turkey (0.1%):
Communication Services (0.1%):
Turk Telekomunikasyon A/S (c)		1,521,252		1,428
Turkcell Iletisim Hizmetleri A/S		1,057,613		1,933
				3,361
United Arab Emirates (0.1%):
Real Estate (0.1%):
Emaar Development PJSC (b)		1,674,606		1,920

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
United Kingdom (14.3%):
Communication Services (0.5%):
4imprint Group PLC		60,328	$	3,111
BT Group PLC		1,651,191		2,429
Informa PLC		247,727		1,858
WPP PLC		583,890		6,135
				13,533
Consumer Discretionary (0.9%):
AB Dynamics PLC (c)		124,343		2,338
Focusrite PLC		262,754		2,619
JD Sports Fashion PLC		1,774,938		2,735
Kingfisher PLC		525,330		1,536
Next PLC		124,302		8,882
Stellantis NV		331,690		5,232
				23,342
Consumer Staples (2.3%):
Diageo PLC		580,848		26,819
Imperial Brands PLC		880,285		22,637
J Sainsbury PLC		905,094		2,441
Marks & Spencer Group PLC (b)		312,675		456
Reckitt Benckiser Group PLC		25,458		1,827
Tesco PLC		923,295		2,543
				56,723
Energy (3.1%):
BP PLC		5,310,436		31,706
Harbour Energy PLC		373,489		1,434
Shell PLC		1,525,226		44,627
				77,767
Financials (2.4%):
3i Group PLC		223,582		3,673
Barclays PLC		9,309,319		18,206
HSBC Holdings PLC		3,437,281		21,055
Legal & General Group PLC		2,659,400		8,156
Standard Chartered PLC		1,243,344		9,259
				60,349
Health Care (0.7%):
Advanced Medical Solutions Group PLC		434,508		1,437
AstraZeneca PLC		42,521		5,754
CVS Group PLC		215,226		5,325
Ergomed PLC (b)		192,616		3,082
GSK PLC		187,387		3,186
Verici Dx PLC (b) (g)		39,782		6
				18,790
Industrials (1.9%):
Ashtead Group PLC		325,333		19,852
Babcock International Group PLC (b)		412,170		1,424

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
BAE Systems PLC		171,830	$	1,701
Clarkson PLC		68,986		2,574
Concentric AB		121,948		2,389
easyJet PLC (b)		578,167		2,778
Judges Scientific PLC		46,962		4,598
Renew Holdings PLC		343,697		2,850
Robert Walters PLC		328,150		2,320
RS GROUP PLC		145,850		1,622
SThree PLC		680,692		3,357
Volex PLC		498,409		1,590
				47,055
Information Technology (0.3%):
Aptitude Software Group PLC		350,141		1,549
GB Group PLC		229,590		901
Kainos Group PLC		224,967		4,365
				6,815
Materials (1.9%):
Anglo American PLC		155,665		6,470
Croda International PLC		168,577		13,938
Endeavour Mining PLC (c)		80,071		1,700
Rio Tinto PLC		359,566		24,200
Treatt PLC		326,954		2,630
				48,938
Real Estate (0.2%):
Land Securities Group PLC		238,259		1,778
Safestore Holdings PLC		158,923		1,754
The British Land Co. PLC		346,882		1,663
				5,195
Utilities (0.1%):
Drax Group PLC		244,084		1,804
				360,311
Total Common Stocks (Cost $2,205,254)				2,467,050
Exchange-Traded Funds (0.3%)
United States (0.3%):
iShares Core MSCI EAFE ETF		70,043		4,416
iShares Core MSCI Emerging Markets ETF		17,932		871
iShares MSCI EAFE Small-Cap ETF		35,822		2,042
				7,329
Total Exchange-Traded Funds (Cost $6,879)				7,329
Collateral for Securities Loaned (2.4%)^
United States (2.4%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (j)		15,019,199		15,019
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (j)		15,019,199		15,019

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA International Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (j)		15,019,199	$	15,019
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (j)		15,019,199		15,020
Total Collateral for Securities Loaned (Cost $60,077)				60,077
Total Investments (Cost $2,272,210) — 100.8%				2,534,456
Liabilities in excess of other assets — (0.8)%				(20,239	)
NET ASSETS — 100.00%			$	2,514,217

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

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

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $36,867 thousands and amounted to 1.5% of net assets.

(e)  Rounds to less than $1 thousand.

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of net assets as of November 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At November 30, 2022, illiquid securities were less than 0.05% of the Fund's net assets.

(h)  Restricted security due to trading restrictions. Russian sanctioned entity by the United States Government.

(i)  The following table details the acquisition date and cost of the Fund's Russian sanctioned restricted securities at November 30, 2022 (amount in thousand):

Security Name	Acquisition Date	Cost
Gazprom PJSC, ADR	1/21/2016	$	486
LUKOIL PJSC, ADR	12/29/2015		430
Sberbank of Russia PJSC, ADR	1/15/2016		556
Sberbank of Russia PJSC	7/15/2019		2,134

(j)  Rate disclosed is the daily yield on November 30, 2022.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

23

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA International Fund
Assets:
Investments, at value (Cost $2,272,210)	$	2,534,456	(a)
Foreign currency, at value (Cost $1,394)		1,394
Cash		21,114
Receivables:
Interest and dividends		8,454
Capital shares issued		336
Investments sold		13,303
Reclaims		7,582
From Adviser		124
Prepaid expenses		52
Total Assets		2,586,815
Liabilities:
Payables:
Collateral received on loaned securities		60,077
Investments purchased		7,615
Capital shares redeemed		2,025
Accrued foreign capital gains taxes		645
Accrued expenses and other payables:
Investment advisory fees		1,381
Administration fees		244
Custodian fees		137
Transfer agent fees		231
Compliance fees		1
12b-1 fees		—	(b)
Other accrued expenses		242
Total Liabilities		72,598
Net Assets:
Capital		2,316,542
Total accumulated earnings/(loss)		197,675
Net Assets	$	2,514,217
Net Assets
Fund Shares	$	1,203,911
Institutional Shares		1,309,213
Class A		870
R6 Shares		223
Total	$	2,514,217
Shares (unlimited number of shares authorized with no par value):
Fund Shares		50,935
Institutional Shares		55,560
Class A		37
R6 Shares		9
Total		106,541

(continues on next page)

See notes to financial statements.

24

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA International Fund
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	23.64
Institutional Shares		23.56
Class A		23.68
R6 Shares		24.01
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	25.12

(a)  Includes $53,369 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.

25

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA International Fund
Investment Income:
Dividends	$	36,340	(a)
Interest		1,459
Securities lending (net of fees)		305
Foreign tax withholding		(3,206	)(b)
Total Income		34,898
Expenses:
Investment advisory fees		8,223
Administration fees — Fund Shares		863
Administration fees — Institutional Shares		601
Administration fees — Class A		1
Administration fees — R6 Shares		—	(c)
Sub-Administration fees		39
12b-1 fees — Class A		1
Custodian fees		270
Transfer agent fees — Fund Shares		749
Transfer agent fees — Institutional Shares		601
Transfer agent fees — Class A		—	(c)
Transfer agent fees — R6 Shares		—	(c)
Trustees' fees		25
Compliance fees		11
Legal and audit fees		135
State registration and filing fees		50
Interfund lending fees		3
Other expenses		211
Total Expenses		11,783
Expenses waived/reimbursed by Adviser		(333	)
Net Expenses		11,450
Net Investment Income (Loss)		23,448
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(91,812	)
Foreign taxes on realized gains		(5	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		4,733
Net change in accrued foreign taxes on unrealized gains		(307	)
Net realized/unrealized gains (losses) on investments		(87,391	)
Change in net assets resulting from operations	$	(63,943	)

(a)  Includes EU reclaims received from France and Sweden of $4,983 thousand and $154 thousand, respectively. See Foreign Taxes in Item 2 of the accompanying Notes to Financial Statements.

(b)  Includes EU reclaims and related interest from France of $867 thousand for reclaims that were expensed in previous years. See Foreign Taxes in Item 2 of the accompanying Notes to Financial Statements.

(c)  Rounds to less than $1 thousand.

See notes to financial statements.

26

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA International Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	23,448		$	64,637
Net realized gains (losses)		(91,817	)		95,128
Net change in unrealized appreciation/depreciation		4,426			(458,923	)
Change in net assets resulting from operations		(63,943	)		(299,158	)
Distributions to Shareholders:
Fund Shares		—			(127,097	)
Institutional Shares		—			(122,526	)
Class A		—			(79	)
R6 Shares		—			(22	)
Change in net assets resulting from distributions to shareholders		—			(249,724	)
Change in net assets resulting from capital transactions		(3,701	)		(123,154	)
Change in net assets		(67,644	)		(672,036	)
Net Assets:
Beginning of period		2,581,861			3,253,897
End of period	$	2,514,217		$	2,581,861

(continues on next page)

See notes to financial statements.

27

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA International Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	20,339		$	75,918
Distributions reinvested		—			125,118
Cost of shares redeemed		(82,226	)		(224,413	)
Total Fund Shares	$	(61,887	)	$	(23,377	)
Institutional Shares
Proceeds from shares issued	$	181,029		$	179,428
Distributions reinvested		—			122,400
Cost of shares redeemed		(122,809	)		(401,879	)
Total Institutional Shares	$	58,220		$	(100,051	)
Class A
Proceeds from shares issued	$	16		$	106
Distributions reinvested		—			60
Cost of shares redeemed		(51	)		(138	)
Total Class A	$	(35	)	$	28
R6 Shares
Proceeds from shares issued	$	2		$	262
Distributions reinvested		—			22
Cost of shares redeemed		(1	)		(38	)
Total R6 Shares	$	1		$	246
Change in net assets resulting from capital transactions	$	(3,701	)	$	(123,154	)
Share Transactions:
Fund Shares
Issued		928			2,716
Reinvested		—			4,549
Redeemed		(3,756	)		(8,108	)
Total Fund Shares		(2,828	)		(843	)
Institutional Shares
Issued		8,169			6,628
Reinvested		—			4,466
Redeemed		(5,614	)		(14,102	)
Total Institutional Shares		2,555			(3,008	)
Class A
Issued		1			4
Reinvested		—			2
Redeemed		(2	)		(5	)
Total Class A		(1	)		1
R6 Shares
Issued		—	(a)		8
Reinvested		—			1
Redeemed		—	(a)		(1	)
Total R6 Shares		—	(a)		8
Change in Shares		(274	)		(3,842	)

(a)  Rounds to less than 1 thousand shares.

See notes to financial statements.

28

This page is intentionally left blank.

29

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA International Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	24.21		0.22	(i)(j)		(0.79	)		(0.57	)		—			—
Year Ended May 31: 2022	$	29.46		0.59	(i)		(3.43	)		(2.84	)		(0.51	)		(1.90	)
2021	$	21.53		0.49	(i)		7.94			8.43			(0.50	)		—
2020	$	28.70		0.44	(i)		(1.12	)		(0.68	)		(0.73	)		(5.76	)
2019	$	32.82		0.53			(2.41	)		(1.88	)		(0.44	)		(1.80	)
2018	$	31.16		0.60			2.08			2.68			(0.63	)		(0.39	)
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	24.13		0.22	(i)(j)		(0.79	)		(0.57	)		—			—
Year Ended May 31: 2022	$	29.36		0.61	(i)		(3.41	)		(2.80	)		(0.53	)		(1.90	)
2021	$	21.46		0.51	(i)		7.91			8.42			(0.52	)		—
2020	$	28.61		0.47	(i)		(1.12	)		(0.65	)		(0.74	)		(5.76	)
2019	$	32.72		0.56			(2.41	)		(1.85	)		(0.46	)		(1.80	)
2018	$	31.07		0.64			2.06			2.70			(0.66	)		(0.39	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2020, 2019, and 2018. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

(f)  Does not include acquired fund fees and expenses, if any.

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

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

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

See notes to financial statements.

30

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)(f)(g)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)(f)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(h)
USAA International Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	23.64		(2.35	)%(j)		1.01	%		1.97	%(j)		1.04	%	$	1,203,911		21	%
Year Ended May 31: 2022		(2.41	)	$	24.21		(10.51	)%		1.02	%		2.12	%		1.02	%	$	1,301,727		34	%
2021		(0.50	)	$	29.46		39.52	%		1.01	%		1.94	%		1.03	%	$	1,608,436		67	%(k)
2020		(6.49	)	$	21.53		(6.13	)%		1.06	%		1.68	%		1.07	%	$	1,391,279		119	%(l)
2019		(2.24	)	$	28.70		(5.14	)%		1.08	%		1.76	%		1.08	%	$	1,690,782		30	%
2018		(1.02	)	$	32.82		8.61	%		1.08	%		1.58	%		1.08	%	$	1,876,020		36	%
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	23.56		(2.36	)%(j)		0.94	%		2.01	%(j)		0.96	%	$	1,309,213		21	%
Year Ended May 31: 2022		(2.43	)	$	24.13		(10.43	)%		0.94	%		2.20	%		0.95	%	$	1,278,976		34	%
2021		(0.52	)	$	29.36		39.61	%		0.94	%		2.00	%		0.95	%	$	1,644,340		67	%(k)
2020		(6.50	)	$	21.46		(6.05	)%		0.99	%		1.77	%		0.99	%	$	1,431,107		119	%(l)
2019		(2.26	)	$	28.61		(5.06	)%		1.00	%		1.81	%		1.00	%	$	1,979,758		30	%
2018		(1.05	)	$	32.72		8.68	%		1.00	%		1.62	%		1.00	%	$	2,349,281		36	%

(j)  Includes dividend and interest income received on French Reclaims and Sweden Reclaims during the six months ended November 30, 2022. Without these amounts the net investment income (loss) per share, net investment income (loss) ratio, and total return for each class would have been less by 0.07, 0.63%, and 0.29%, respectively. (See Foreign Taxes in Item 2 of the accompanying Notes to Financial Statements.)

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

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

(continues on next page)

See notes to financial statements.

31

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments
USAA International Fund
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	24.27		0.20	(i)(j)		(0.79	)		(0.59	)		—			—
Year Ended May 31: 2022	$	29.25		0.57	(i)		(3.44	)		(2.87	)		(0.21	)		(1.90	)
2021	$	21.39		0.37	(i)		7.93			8.30			(0.44	)		—
2020	$	28.58		0.36	(i)		(1.10	)		(0.74	)		(0.69	)		(5.76	)
2019	$	32.67		0.47			(2.41	)		(1.94	)		(0.35	)		(1.80	)
2018	$	31.04		0.53			2.04			2.57			(0.55	)		(0.39	)
R6 Shares
Six Months Ended November 30, 2022 (Unaudited)	$	24.53		0.28	(i)(j)		(0.80	)		(0.52	)		—			—
Year Ended May 31: 2022	$	29.65		0.80	(i)		(3.36	)		(2.56	)		(0.66	)		(1.90	)
2021	$	21.52		0.49	(i)		8.19			8.68			(0.55	)		—
2020	$	28.66		0.49	(i)		(1.12	)		(0.63	)		(0.75	)		(5.76	)
August 17, 2018 (m) through May 31, 2019	$	32.01		0.52	(i)		(1.54	)		(1.02	)		(0.53	)		(1.80	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the May 31 fiscal years ended 2020, 2019, and 2018. Expenses paid indirectly decreased the expense ratio for each of these respective years by less than 0.01%.

(f)  Does not include acquired fund fees and expenses, if any.

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

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

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

See notes to financial statements.

32

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period  (continued)

									Ratios to Average Net Assets									Supplemental Data
	Total Distributions			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)(b)			Net Expenses(c)(d)(e)(f)(g)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)(f)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(h)
USAA International Fund
Class A
Six Months Ended November 30, 2022 (Unaudited)		—		$	23.68		(2.43	)%(j)		1.13	%		1.85	%(j)		3.42	%	$	870		21	%
Year Ended May 31: 2022		(2.11	)	$	24.27		(10.57	)%		1.11	%		2.07	%		2.17	%	$	931		34	%
2021		(0.44	)	$	29.25		39.11	%		1.30	%		1.47	%		1.56	%	$	1,093		67	%(k)
2020		(6.45	)	$	21.39		(6.37	)%		1.35	%		1.37	%		1.39	%	$	6,402		119	%(l)
2019		(2.15	)	$	28.58		(5.39	)%		1.35	%		1.52	%		1.41	%	$	7,715		30	%
2018		(0.94	)	$	32.67		8.29	%		1.35	%		1.29	%		1.42	%	$	8,101		36	%
R6 Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	24.01		(2.12	)%(j)		0.47	%		2.50	%(j)		10.16	%	$	223		21	%
Year Ended May 31: 2022		(2.56	)	$	24.53		(9.53	)%		0.31	%		2.87	%		3.83	%	$	227		34	%
2021		(0.55	)	$	29.65		40.78	%		0.80	%		1.95	%		1.22	%	$	28		67	%(k)
2020		(6.51	)	$	21.52		(5.95	)%		0.85	%		1.83	%		1.18	%	$	3,365		119	%(l)
August 17, 2018 (m) through May 31, 2019		(2.33	)	$	28.66		(2.55	)%		0.85	%		2.19	%		2.03	%	$	4,477		30	%

(j)  Includes dividend and interest income received on French Reclaims and Sweden Reclaims during the six months ended November 30, 2022. Without these amounts the net investment income (loss) per share, net investment income (loss) ratio, and total return for each class would have been less by 0.07, 0.63%, and 0.29%, respectively. (See Foreign Taxes in Item 2 of the accompanying Notes to Financial Statements.)

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

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

(m)  Commencement of operations.

See notes to financial statements.

33

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 International Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

• Level 3 — significant unobservable inputs (including the Adviser's 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.

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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

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.

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

A summary of the valuations as of November 30, 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	$	80,323	$	2,386,653	$	74	$	2,467,050
Exchange-Traded Funds		7,329		—		—		7,329
Collateral for Securities Loaned		60,077		—		—		60,077
Total	$	147,729	$	2,386,653	$	74	$	2,534,456

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market

35

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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:

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of November 30, 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

36

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	53,369	$	—	$	60,077

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 maybe reclaimable), capital gains on the sale of securities, and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.

The Fund received European Union reclaims related to prior years. For the six months ended November 30, 2022, the Fund recognized $5,850 thousand related to EU reclaims and $1,575 thousand in related interest and entitlements. These reclaims are reflected on the Statement of Operations as Dividend Income or as a reduction to Foreign tax withholding expense. The related interest entitlements are reflected on the Statement of Operations as Interest income or as a reduction to Foreign tax withholding expense.

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 May 31.

For the six months ended November 30, 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.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	509,957	$	483,678

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. As of November 30, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.3
USAA Cornerstone Equity Fund		1.2

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

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

38

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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

The performance period for each share class consists of the current month plus the previous 35 months. 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.

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

For the period June 1, 2022, to November 30, 2022, performance adjustments were $(298), $(302), $(1), and less than $(1) for Fund Shares, Institutional Shares, Class A, and R6 Shares, in thousands, respectively. Performance adjustments were (0.05)%, (0.05)%, (0.22%), and (0.38)% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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

VCM entered into an Investment Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management"). Wellington Management directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM 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%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively. Amounts incurred for the six months ended November 30, 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

39

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 Institutional Shares, Class A, and R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10% and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 September 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,

40

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of November 30, 2022, the expense limits (excluding voluntary waivers) were 1.06%, 0.99%, 1.35%, and 0.85% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	9	$	372	$	85	$	333	$	799

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

6. Risks:

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, 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.

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. Global markets, or those in a particular region, may all react in similar fashion to important political, economic, or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile.

41

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 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 six months ended November 30, 2022, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at November 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	1,671		16		3.78	%	$	3,437

*  For the six months ended November 30, 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

42

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

43

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22- 11/30/22*		Hypothetical Expenses Paid During Period 6/1/22- 11/30/22*		Annualized Expense Ratio During Period 6/1/22- 11/30/22
Fund Shares	$	1,000.00	$	976.50	$	1,020.00	$	5.00	$	5.11		1.01	%
Institutional Shares		1,000.00		976.40		1,020.36		4.66		4.76		0.94	%
Class A		1,000.00		975.70		1,019.40		5.60		5.72		1.13	%
R6 Shares		1,000.00		978.80		1,022.71		2.33		2.38		0.47	%

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

44

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

23410-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Sustainable World Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	25
Statement of Operations	26
Statements of Changes in Net Assets	27
Financial Highlights	30
Notes to Financial Statements	32
Supplemental Information	41
Proxy Voting and Portfolio Holdings Information	41
Expense Examples	41
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Sustainable World Fund November 30, 2022

(Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Sectors*:

November 30, 2022

(% of Net Assets)

Information Technology	20.0	%
Financials	16.0	%
Health Care	13.1	%
Consumer Discretionary	11.8	%
Industrials	10.0	%
Consumer Staples	7.7	%
Communication Services	6.0	%
Energy	5.1	%
Materials	4.0	%
Utilities	3.1	%

Country Allocation:

November 30, 2022

(% of Net Assets)

*  Includes countries with less than 3.0% of portfolio and short-term investments purchased with cash collateral from securities loaned.

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

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

2

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Shares		Value
Common Stocks (98.4%)
Australia (2.0%):
Consumer Discretionary (0.5%):
Aristocrat Leisure Ltd.		233,893	$	5,619
Lovisa Holdings Ltd.		30,822		502
PWR Holdings Ltd.		57,235		459
				6,580
Energy (0.1%):
Santos Ltd.		76,150		380
Woodside Energy Group Ltd.		20,836		526
				906
Financials (0.8%):
Macquarie Group Ltd.		62,566		7,693
National Australia Bank Ltd.		49,254		1,060
QBE Insurance Group Ltd.		38,439		337
				9,090
Health Care (0.3%):
CSL Ltd.		19,231		3,950
Industrials (0.1%):
Austal Ltd.		248,175		413
IPH Ltd.		41,079		256
Johns Lyng Group Ltd.		97,070		486
Qantas Airways Ltd. (a)		92,361		397
				1,552
Information Technology (0.0%): (b)
Appen Ltd.		90,756		168
Materials (0.1%):
Imdex Ltd.		177,379		294
Mineral Resources Ltd.		6,444		388
Ramelius Resources Ltd.		412,835		244
Rio Tinto Ltd.		5,013		374
				1,300
Real Estate (0.1%):
Charter Hall Group		38,966		376
Goodman Group		26,369		349
				725
				24,271
Austria (0.0%): (b)
Industrials (0.0%):
ANDRITZ AG		8,961		490
Belgium (0.4%):
Information Technology (0.4%):
Melexis NV		49,752		4,383

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Bermuda (0.6%):
Industrials (0.6%):
Triton International Ltd.		101,709	$	6,862
Brazil (0.4%):
Consumer Discretionary (0.1%):
Grupo SBF SA		73,978		208
Lojas Renner SA		66,400		297
Vibra Energia SA		112,676		359
				864
Consumer Staples (0.1%):
Sao Martinho SA		64,300		355
Sendas Distribuidora SA		103,522		400
				755
Energy (0.0%): (b)
Petroleo Brasileiro SA, ADR		36,973		432
Financials (0.1%):
Itau Unibanco Holding SA, ADR		169,008		842
Health Care (0.1%):
Hypera SA		67,600		579
Industrials (0.0%): (b)
SIMPAR SA		122,500		180
Materials (0.0%): (b)
Gerdau SA Preference Shares		58,700		357
Real Estate (0.0%): (b)
Multiplan Empreendimentos Imobiliarios SA		61,300		271
				4,280
Canada (3.9%):
Consumer Discretionary (0.2%):
Lululemon Athletica, Inc. (a)		6,062		2,305
Consumer Staples (0.7%):
Alimentation Couche-Tard, Inc.		181,310		8,261
Energy (0.5%):
Parex Resources, Inc.		376,464		5,391
Pason Systems, Inc.		15,950		190
Trican Well Service Ltd. (a)		70,976		211
				5,792
Financials (0.4%):
Fairfax Financial Holdings Ltd.		9,800		5,623
Industrials (0.7%):
Canadian Pacific Railway Ltd.		105,652		8,651
Information Technology (0.9%):
Constellation Software, Inc.		6,967		11,233

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Materials (0.5%):
Aginco Eagle Mines Ltd.		100,133	$	5,044
Karora Resources, Inc. (a)		63,952		211
Wesdome Gold Mines Ltd. (a)		60,276		407
				5,662
				47,527
China (3.4%):
Communication Services (1.1%):
Baidu, Inc. Class A (a)		42,852		578
Tencent Holdings Ltd.		343,800		13,002
				13,580
Consumer Discretionary (0.6%):
Alibaba Group Holding Ltd. (a)		167,976		1,828
BYD Co. Ltd. Class H		28,500		726
Hisense Home Appliances Group Co. Ltd. Class A		31,400		58
JD.com, Inc. Class A		57,014		1,628
Meituan Class B (a) (c)		57,500		1,239
Pinduoduo, Inc., ADR (a)		13,272		1,089
Yadea Group Holdings Ltd. (c)		196,000		372
				6,940
Consumer Staples (0.5%):
Chacha Food Co. Ltd. Class A		73,700		484
Chenguang Biotech Group Co. Ltd. Class A		155,400		345
Foshan Haitian Flavouring & Food Co. Ltd. Class A		400,857		3,959
Inner Mongolia Yili Industrial Group Co. Ltd. Class A		90,400		366
Tongwei Co. Ltd. Class A		73,300		448
				5,602
Energy (0.1%):
PetroChina Co. Ltd. Class H		1,824,000		830
Financials (0.6%):
China Merchants Bank Co. Ltd. Class H		106,500		541
CITIC Securities Co. Ltd. Class A		120,400		337
Industrial & Commercial Bank of China Ltd. Class H		11,822,370		5,925
PICC Property & Casualty Co. Ltd. Class H		454,000		460
				7,263
Health Care (0.2%):
CSPC Pharmaceutical Group Ltd.		602,000		775
Hygeia Healthcare Holdings Co. Ltd. (a) (c)		69,400		445
Pharmaron Beijing Co. Ltd. Class H (c)		47,300		274
Shenzhen Mindray Bio-Medical Electronics Co. Ltd. Class A		11,700		537
				2,031
Industrials (0.1%):
China Railway Group Ltd. Class H		865,000		488
Xinte Energy Co. Ltd. Class H		218,000		520
				1,008

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (0.1%):
Glodon Co. Ltd. Class A		57,900	$	455
Luxshare Precision Industry Co. Ltd. Class A		112,900		499
WUS Printed Circuit Kunshan Co. Ltd. Class A		181,730		327
				1,281
Materials (0.1%):
Shandong Nanshan Aluminum Co. Ltd. Class A		683,100		337
Tianqi Lithium Corp. Class A (a)		30,600		394
Wanhua Chemical Group Co. Ltd. Class A		38,400		484
				1,215
Real Estate (0.0%): (b)
Longfor Group Holdings Ltd. (c)		151,000		460
Utilities (0.0%): (b)
China Longyuan Power Group Corp. Ltd. Class H		346,000		427
				40,637
Denmark (1.7%):
Consumer Discretionary (0.5%):
Pandora A/S		79,150		6,027
Health Care (1.1%):
Novo Nordisk A/S Class B		109,605		13,750
Industrials (0.1%):
AP Moller — Maersk A/S Class B		177		384
INVISIO AB		15,234		240
				624
				20,401
Finland (0.1%):
Health Care (0.0%): (b)
Revenio Group Oyj		5,527		236
Information Technology (0.1%):
Nokia Oyj		85,283		420
Utilities (0.0%): (b)
Fortum Oyj		26,295		419
				1,075
France (2.7%):
Communication Services (0.0%): (b)
Publicis Groupe SA		8,460		557
Consumer Discretionary (0.6%):
La Francaise des Jeux SAEM (c)		133,626		5,357
LVMH Moet Hennessy Louis Vuitton SE		2,234		1,734
				7,091
Consumer Staples (0.1%):
Pernod Ricard SA		3,479		690

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Energy (0.6%):
Gaztransport Et Technigaz SA		53,956	$	6,726
Financials (0.1%):
AXA SA		22,712		642
BNP Paribas SA		9,993		561
				1,203
Health Care (0.1%):
Equasens		2,628		216
EssilorLuxottica SA		1,879		351
Vetoquinol SA		2,414		216
				783
Industrials (0.6%):
Cie de Saint-Gobain		10,405		480
Eiffage SA		4,144		408
Rexel SA		17,346		319
Safran SA		45,393		5,609
Teleperformance		1,113		254
Thermador Groupe		3,146		297
				7,367
Information Technology (0.1%):
Capgemini SE		3,324		601
Edenred		6,812		374
Lectra		7,367		261
				1,236
Materials (0.5%):
Arkema SA		68,412		6,082
Real Estate (0.0%): (b)
Klepierre SA		12,273		284
				32,019
Germany (1.7%):
Communication Services (0.1%):
Deutsche Telekom AG		49,540		1,008
Consumer Discretionary (0.5%):
Mercedes-Benz Group AG		9,484		644
Volkswagen AG Preference Shares		40,257		5,946
				6,590
Energy (0.1%):
CropEnergies AG		14,189		216
VERBIO Vereinigte BioEnergie AG		5,725		450
				666
Financials (0.0%): (b)
Hannover Rueck SE		2,545		483

See notes to financial statements.

7

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Health Care (0.1%):
Bayer AG Registered Shares		10,366	$	602
Merck KGaA		4,105		752
Nexus AG		6,019		377
				1,731
Industrials (0.2%):
2G Energy AG (d)		11,912		292
Amadeus Fire AG		1,977		235
Brenntag SE		5,566		354
Daimler Truck Holding AG (a)		10,622		350
Deutsche Post AG Registered Shares		8,802		352
Pfeiffer Vacuum Technology AG		1,340		246
SFC Energy AG (a)		6,098		155
				1,984
Information Technology (0.2%):
AIXTRON SE		13,296		438
Basler AG		7,419		263
Infineon Technologies AG		19,311		649
PVA TePla AG (a)		12,535		241
SAP SE		2,771		308
				1,899
Utilities (0.5%):
RWE AG		127,191		5,598
				19,959
Greece (0.1%):
Financials (0.1%):
National Bank of Greece SA (a)		144,651		595
Industrials (0.0%): (b)
Mytilineos SA		28,809		544
				1,139
Hong Kong (0.2%):
Consumer Discretionary (0.1%):
Bosideng International Holdings Ltd.		938,000		467
Consumer Staples (0.0%): (b)
WH Group Ltd. (c)		426,000		250
Industrials (0.0%): (b)
CK Hutchison Holdings Ltd.		60,000		349
Real Estate (0.1%):
China Resources Land Ltd.		132,000		613
CK Asset Holdings Ltd.		65,817		394
				1,007
				2,073

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
India (0.9%):
Communication Services (0.0%): (b)
Sun TV Network Ltd.		15,708	$	95
Consumer Discretionary (0.1%):
Mahindra & Mahindra Ltd.		65,941		1,061
Raymond Ltd.		29,412		497
				1,558
Consumer Staples (0.1%):
Dabur India Ltd.		66,287		481
Varun Beverages Ltd.		37,681		579
				1,060
Financials (0.3%):
Axis Bank Ltd.		48,936		544
Cholamandalam Investment & Finance Co. Ltd.		92,254		814
ICICI Bank Ltd., ADR		91,606		2,173
Manappuram Finance Ltd.		390,039		556
				4,087
Health Care (0.1%):
Apollo Hospitals Enterprise Ltd.		12,278		717
Industrials (0.1%):
Larsen & Toubro Ltd.		48,642		1,243
Information Technology (0.2%):
Infosys Ltd., ADR		52,927		1,077
WNS Holdings Ltd., ADR (a)		8,193		691
				1,768
Materials (0.0%): (b)
JK Paper Ltd.		76,815		399
Utilities (0.0%): (b)
Power Grid Corp. of India Ltd.		190,786		527
				11,454
Indonesia (0.8%):
Communication Services (0.7%):
PT Telkom Indonesia Persero Tbk		31,039,938		8,008
Energy (0.0%): (b)
PT Adaro Energy Indonesia Tbk		1,688,400		418
Financials (0.1%):
PT Bank Mandiri Persero Tbk		1,301,100		878
				9,304
Ireland (1.5%):
Health Care (0.2%):
Medtronic PLC		35,200		2,782

See notes to financial statements.

9

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Industrials (1.3%):
Eaton Corp. PLC		78,318	$	12,801
Johnson Controls International PLC		32,500		2,160
				14,961
				17,743
Israel (0.1%):
Consumer Discretionary (0.0%): (b)
Maytronics Ltd. (d)		14,458		166
Financials (0.0%): (b)
Bank Leumi Le		35,070		322
Health Care (0.1%):
Inmode Ltd. (a)		9,760		375
Information Technology (0.0%): (b)
Nice Ltd. (a)		1,859		360
				1,223
Italy (0.6%):
Consumer Staples (0.0%): (b)
Pharmanutra SpA		3,161		210
Health Care (0.0%): (b)
El.En. SpA		42,010		636
Industrials (0.0%): (b)
Leonardo SpA		37,466		301
Information Technology (0.1%):
Nexi SpA (a) (c) (d)		29,191		259
Sesa SpA		3,615		454
				713
Utilities (0.5%):
Enel SpA		74,946		404
Iren SpA		121,247		201
Snam SpA		978,690		4,996
				5,601
				7,461
Japan (5.6%):
Communication Services (1.0%):
Capcom Co. Ltd.		206,208		6,284
Intage Holdings, Inc.		19,700		222
Kakaku.com, Inc.		250,891		4,510
MarkLines Co. Ltd.		14,700		301
Nintendo Co. Ltd.		7,900		339
Nippon Telegraph & Telephone Corp.		27,034		750
				12,406
Consumer Discretionary (0.8%):
Bandai Namco Holdings, Inc.		4,400		292
Isuzu Motors Ltd.		50,400		660

See notes to financial statements.

10

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Rinnai Corp.		4,100	$	306
Shoei Co. Ltd.		10,500		427
Snow Peak, Inc. (d)		13,100		219
Subaru Corp.		22,000		377
ZOZO, Inc.		282,800		7,141
				9,422
Consumer Staples (0.6%):
Ajinomoto Co., Inc.		18,400		583
Create SD Holdings Co. Ltd. (d)		9,100		204
Seven & i Holdings Co. Ltd.		11,216		456
Toyo Suisan Kaisha Ltd.		154,149		6,481
				7,724
Financials (0.7%):
eGuarantee, Inc.		14,100		254
Mitsubishi UFJ Financial Group, Inc.		1,072,012		5,847
Mizuho Financial Group, Inc.		38,911		486
ORIX Corp.		45,574		739
Sumitomo Mitsui Financial Group, Inc.		14,675		498
Tokio Marine Holdings, Inc.		22,500		464
				8,288
Health Care (0.6%):
Carenet, Inc. (d)		27,500		240
Hoya Corp.		45,502		4,709
Medical Data Vision Co. Ltd.		35,100		262
Nakanishi, Inc.		10,600		222
Nippon Shinyaku Co. Ltd.		5,400		320
Olympus Corp.		19,300		399
Ono Pharmaceutical Co. Ltd.		21,300		546
				6,698
Industrials (1.2%):
Altech Corp.		14,900		228
Fuji Electric Co. Ltd.		89,300		3,701
gremz, Inc.		15,200		203
Hitachi Ltd.		6,945		371
ITOCHU Corp.		28,009		880
JAC Recruitment Co. Ltd.		15,100		286
Japan Elevator Service Holdings Co. Ltd.		18,200		235
Komatsu Ltd.		23,700		551
Management Solutions Co. Ltd. (d)		10,400		295
Mitsui & Co. Ltd.		24,820		721
NIPPON EXPRESS HOLDINGS, Inc.		7,300		433
Nippon Yusen KK		222,962		4,964
Organo Corp.		16,400		340
SHO-BOND Holdings Co. Ltd.		5,400		239
S-Pool, Inc.		46,800		325
Weathernews, Inc.		4,400		246
				14,018

See notes to financial statements.

11

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (0.6%):
Canon, Inc.		13,600	$	318
Cybozu, Inc.		24,200		399
Digital Arts, Inc.		3,700		178
Fujitsu Ltd.		3,759		510
Fukui Computer Holdings, Inc.		11,900		257
Future Corp.		23,900		297
m-up Holdings, Inc.		22,500		226
SHIFT, Inc. (a)		1,500		324
Softcreate Holdings Corp.		11,200		289
TDK Corp.		14,500		523
Tokyo Electron Ltd.		1,501		509
Ulvac, Inc.		80,682		3,556
				7,386
Materials (0.1%):
JCU Corp.		9,300		231
Maeda Kosen Co. Ltd.		9,100		217
Shin-Etsu Chemical Co. Ltd.		3,143		407
Tosoh Corp.		28,582		339
				1,194
Real Estate (0.0%): (b)
Mitsui Fudosan Co. Ltd.		20,200		409
				67,545
Korea, Republic Of (1.4%):
Communication Services (0.1%):
JYP Entertainment Corp.		15,232		712
KT Corp.		20,131		575
				1,287
Consumer Discretionary (0.1%):
Hyundai Mobis Co. Ltd.		2,610		427
Kia Corp.		9,268		488
Shinsegae, Inc.		2,963		479
				1,394
Consumer Staples (0.0%): (b)
BGF retail Co. Ltd.		1,356		213
Financials (0.2%):
Hana Financial Group, Inc.		23,404		801
Samsung Securities Co. Ltd.		18,493		500
Woori Financial Group, Inc.		72,751		727
				2,028
Health Care (0.1%):
Samsung Biologics Co. Ltd. (a) (c)		1,148		781
Industrials (0.0%): (b)
CJ Corp.		5,449		320

See notes to financial statements.

12

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Information Technology (0.9%):
Innox Advanced Materials Co. Ltd.		14,502	$	326
Samsung Electro-Mechanics Co. Ltd.		4,568		500
Samsung Electronics Co. Ltd.		202,727		9,741
SK Hynix, Inc.		12,628		834
				11,401
				17,424
Luxembourg (0.1%):
Energy (0.1%):
Tenaris SA		31,670		550
Health Care (0.0%): (b)
Eurofins Scientific SE		4,609		320
Materials (0.0%): (b)
ArcelorMittal SA		15,557		426
				1,296
Malaysia (0.1%):
Financials (0.1%):
Public Bank Bhd		626,700		636
Materials (0.0%): (b)
Petronas Chemicals Group Bhd		210,500		406
				1,042
Mexico (0.2%):
Consumer Discretionary (0.0%): (b)
Alsea SAB de CV (a)		180,386		360
Consumer Staples (0.0%): (b)
Fomento Economico Mexicano SAB de CV, ADR		1,820		145
Financials (0.1%):
Grupo Financiero Banorte SAB de CV Class O		140,658		1,125
Industrials (0.1%):
Grupo Aeroportuario del Pacifico SAB de CV Class B		30,973		500
				2,130
Netherlands (0.6%):
Consumer Staples (0.1%):
Heineken NV		4,466		414
Koninklijke Ahold Delhaize NV		25,928		755
				1,169
Financials (0.1%):
ING Groep NV		36,578		443
NN Group NV		9,242		395
				838
Health Care (0.0%): (b)
QIAGEN NV (a)		8,869		443

See notes to financial statements.

13

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Industrials (0.0%): (b)
Signify NV (c)		7,311	$	250
Information Technology (0.4%):
ASM International NV		16,169		4,483
STMicroelectronics NV		17,653		683
				5,166
				7,866
New Zealand (0.4%):
Health Care (0.4%):
Fisher & Paykel Healthcare Corp. Ltd.		288,995		4,327
Norway (0.8%):
Consumer Staples (0.0%): (b)
Mowi ASA		19,963		313
Energy (0.5%):
Aker BP ASA		127,749		4,447
Equinor ASA		10,197		393
TGS ASA		24,718		338
Var Energi ASA (d)		89,453		331
				5,509
Financials (0.3%):
SpareBank 1 SMN		239,073		2,850
Information Technology (0.0%): (b)
Bouvet ASA		31,371		182
Materials (0.0%): (b)
Yara International ASA		9,325		431
				9,285
Peru (0.1%):
Financials (0.1%):
Credicorp Ltd.		5,647		867
Puerto Rico (0.0%): (b)
Information Technology (0.0%):
EVERTEC, Inc.		15,619		527
Qatar (0.0%): (b)
Industrials (0.0%):
Industries Qatar QSC		107,646		443
Russian Federation (0.0%): (b)
Consumer Staples (0.0%):
Magnit PJSC (e) (f)		7,278		—	(g)
Energy (0.0%):
Gazprom PJSC (a) (e) (f) (h) (i)		303,950		12
Rosneft Oil Co. PJSC, GDR (a) (e) (f) (h) (i)		124,892		6
				18

See notes to financial statements.

14

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Financials (0.0%):
Sberbank of Russia PJSC, ADR (a) (e) (f) (h) (i)		91,313	$	1
				19
Saudi Arabia (0.2%):
Financials (0.1%):
Alinma Bank		57,045		528
The Saudi National Bank		59,391		818
				1,346
Materials (0.1%):
SABIC Agri-Nutrients Co.		18,672		723
Saudi Arabian Mining Co. (a)		23,157		427
				1,150
				2,496
Singapore (0.5%):
Consumer Staples (0.1%):
Sheng Siong Group Ltd.		210,000		254
Wilmar International Ltd.		209,229		635
				889
Financials (0.4%):
DBS Group Holdings Ltd.		29,005		757
Singapore Exchange Ltd.		537,427		3,598
				4,355
Utilities (0.0%): (b)
Sembcorp Industries Ltd.		165,200		391
				5,635
South Africa (0.5%):
Communication Services (0.1%):
MTN Group Ltd.		92,392		758
Consumer Discretionary (0.3%):
Mr Price Group Ltd.		382,170		3,738
Woolworths Holdings Ltd.		61,603		235
				3,973
Financials (0.1%):
Absa Group Ltd.		56,067		673
Capitec Bank Holdings Ltd.		2,461		292
				965
Industrials (0.0%): (b)
The Bidvest Group Ltd.		30,213		406
				6,102

See notes to financial statements.

15

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November 30, 2022

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

Security Description	Shares		Value
Spain (0.8%):
Financials (0.7%):
Banco Bilbao Vizcaya Argentaria SA		1,250,936	$	7,371
Banco Santander SA (d)		160,875		480
Bankinter SA		52,975		349
				8,200
Information Technology (0.0%): (b)
Global Dominion Access SA (c)		57,640		219
Utilities (0.1%):
Corp. ACCIONA Energias Renovables SA		12,220		485
Iberdrola SA		42,777		483
				968
				9,387
Sweden (1.2%):
Consumer Discretionary (0.1%):
Evolution AB (c)		5,131		529
Health Care (0.0%): (b)
Biotage AB		15,338		269
Industrials (1.1%):
Atlas Copco AB Class A		29,985		374
Atlas Copco AB Class B		547,736		6,222
BTS Group AB B Shares (d)		8,659		226
CTT Systems AB		8,920		184
GARO AB		17,621		193
Hexatronic Group AB		32,310		458
Nibe Industrier AB Class B		584,238		5,519
Volvo AB Class B		22,237		409
				13,585
Materials (0.0%): (b)
Boliden AB		11,022		417
				14,800
Switzerland (3.1%):
Consumer Discretionary (0.1%):
Cie Financiere Richemont SA Registered Shares		6,971		924
Consumer Staples (0.5%):
Coca-Cola HBC AG		18,432		451
Nestle SA Registered Shares		52,749		6,279
				6,730
Financials (1.2%):
Chubb Ltd.		34,590		7,596
Julius Baer Group Ltd.		8,509		490
Partners Group Holding AG		5,202		5,184
Swiss Life Holding AG		840		449
UBS Group AG		25,784		476
				14,195

See notes to financial statements.

16

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Health Care (1.1%):
Coltene Holding AG Registered Shares		4,194	$	333
Novartis AG Registered Shares		12,895		1,147
Roche Holding AG		36,677		11,982
				13,462
Industrials (0.0%): (b)
Kardex Holding AG Registered Shares		1,944		322
Information Technology (0.1%):
Landis+Gyr Group AG		5,534		387
u-blox Holding AG		3,050		397
				784
Materials (0.1%):
Glencore PLC		112,541		768
Gurit Holding AG (d)		2,330		239
Holcim AG		8,516		445
				1,452
				37,869
Taiwan (1.8%):
Consumer Discretionary (0.0%): (b)
Fulgent Sun International Holding Co. Ltd.		103,000		509
Financials (0.5%):
Cathay Financial Holding Co. Ltd.		4,670,000		6,646
Health Care (0.1%):
Lotus Pharmaceutical Co. Ltd.		59,000		472
Universal Vision Biotechnology Co. Ltd.		27,400		238
				710
Information Technology (1.2%):
Gold Circuit Electronics Ltd.		199,800		640
Hon Hai Precision Industry Co. Ltd.		212,000		694
Lite-On Technology Corp.		2,863,000		6,111
Taiwan Semiconductor Manufacturing Co. Ltd.		338,000		5,429
Unimicron Technology Corp.		64,000		329
Wiwynn Corp.		30,000		866
				14,069
Materials (0.0%): (b)
Formosa Plastics Corp.		100,000		293
				22,227
Thailand (0.1%):
Materials (0.1%):
Indorama Ventures PCL		420,000		510
Real Estate (0.0%): (b)
AP Thailand PCL		1,174,600		338
				848

See notes to financial statements.

17

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
United Kingdom (4.6%):
Communication Services (0.1%):
4imprint Group PLC		6,897	$	356
Informa PLC		49,927		374
WPP PLC		25,164		264
				994
Consumer Discretionary (0.4%):
JD Sports Fashion PLC		380,244		586
Next PLC		49,876		3,564
Stellantis NV		66,665		1,051
				5,201
Consumer Staples (0.7%):
Imperial Brands PLC		286,003		7,355
Reckitt Benckiser Group PLC		5,118		367
Tesco PLC		180,802		498
				8,220
Energy (0.1%):
BP PLC		164,334		981
Harbour Energy PLC		68,695		264
				1,245
Financials (1.0%):
3i Group PLC		44,196		726
Barclays PLC		2,397,613		4,689
HSBC Holdings PLC		819,370		5,019
Legal & General Group PLC		104,657		321
Standard Chartered PLC		92,988		692
				11,447
Health Care (0.1%):
AstraZeneca PLC		8,658		1,172
Ergomed PLC (a)		14,702		235
				1,407
Industrials (0.8%):
Alpha Financial Markets Consulting PLC		49,436		286
Ashtead Group PLC		73,304		4,473
BAE Systems PLC		34,510		342
Concentric AB		11,502		225
Judges Scientific PLC		3,624		355
Mitie Group PLC		227,910		210
Renew Holdings PLC		36,672		304
RS GROUP PLC		29,297		326
Sensata Technologies Holding PLC		47,200		2,129
SThree PLC		69,514		343
				8,993
Information Technology (0.0%): (b)
Kainos Group PLC		22,249		432

See notes to financial statements.

18

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November 30, 2022

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

Security Description	Shares		Value
Materials (1.4%):
Anglo American PLC		27,476	$	1,142
Croda International PLC		64,042		5,295
Mondi PLC		25,554		483
Rio Tinto PLC		141,690		9,536
Treatt PLC		34,714		279
				16,735
Real Estate (0.0%): (b)
Safestore Holdings PLC		30,293		334
Utilities (0.0%): (b)
Drax Group PLC		40,694		301
				55,309
United States (55.2%):
Communication Services (2.8%):
Alphabet, Inc. Class C (a)		214,409		21,752
Alphabet, Inc. Class A (a)		14,900		1,504
Meta Platforms, Inc. Class A (a)		76,341		9,016
The Trade Desk, Inc. Class A (a)		31,873		1,662
				33,934
Consumer Discretionary (6.8%):
Acushnet Holdings Corp.		10,131		460
Airbnb, Inc. Class A (a)		14,108		1,441
Amazon.com, Inc. (a)		161,922		15,632
BJ's Restaurants, Inc. (a)		18,980		609
Brunswick Corp.		3,222		239
Darden Restaurants, Inc.		9,200		1,352
Gentherm, Inc. (a)		4,897		351
Johnson Outdoors, Inc. Class A		7,692		435
LKQ Corp.		36,500		1,983
Mattel, Inc. (a)		22,900		418
McDonald's Corp.		65,460		17,857
Movado Group, Inc.		18,444		594
NIKE, Inc. Class B		17,584		1,929
O'Reilly Automotive, Inc. (a)		4,260		3,683
Overstock.com, Inc. (a)		11,930		318
PulteGroup, Inc.		176,210		7,891
Ross Stores, Inc.		86,217		10,145
Ruth's Hospitality Group, Inc.		27,059		474
Samsonite International SA (a) (c)		142,500		386
Sonos, Inc. (a)		26,143		458
Target Corp.		27,446		4,585
Tesla, Inc. (a)		34,134		6,646
Thor Industries, Inc.		5,714		492
Topgolf Callaway Brands Corp. (a)		20,156		422
Tractor Supply Co.		10,581		2,395
Tri Pointe Homes, Inc. (a)		21,663		399
				81,594

See notes to financial statements.

19

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USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Consumer Staples (4.2%):
Colgate-Palmolive Co.		173,721	$	13,460
Keurig Dr Pepper, Inc.		61,600		2,382
Lamb Weston Holdings, Inc.		14,100		1,225
Mondelez International, Inc. Class A		40,700		2,752
PepsiCo, Inc.		100,860		18,710
The Estee Lauder Cos., Inc.		41,100		9,691
U.S. Foods Holding Corp. (a)		62,600		2,290
				50,510
Energy (3.0%):
APA Corp.		159,398		7,468
Cactus, Inc. Class A		52,964		2,881
Clean Energy Fuels Corp. (a)		58,959		398
ConocoPhillips		104,164		12,865
Enterprise Products Partners LP		92,300		2,290
Expro Group Holdings NV (a)		20,477		356
Hess Corp.		16,100		2,317
Marathon Oil Corp.		93,100		2,852
Ovintiv, Inc.		42,600		2,375
RPC, Inc.		80,443		745
Select Energy Services, Inc. Class A		59,085		484
Solaris Oilfield Infrastructure, Inc. Class A		42,358		465
TETRA Technologies, Inc. (a)		180,847		689
				36,185
Financials (7.9%):
Bank of America Corp.		319,464		12,092
Blackstone, Inc.		18,523		1,695
Brown & Brown, Inc.		59,800		3,564
Cboe Global Markets, Inc.		27,400		3,475
Comerica, Inc.		31,900		2,289
Employers Holdings, Inc.		9,819		456
First Busey Corp.		27,938		728
Interactive Brokers Group, Inc.		37,100		2,979
JPMorgan Chase & Co.		105,241		14,542
LPL Financial Holdings, Inc.		40,918		9,686
Markel Corp. (a)		3,800		5,034
MSCI, Inc.		4,434		2,252
OFG Bancorp		18,215		528
S&P Global, Inc.		30,087		10,615
State Street Corp.		24,200		1,928
Synchrony Financial		182,038		6,841
The PNC Financial Services Group, Inc.		26,932		4,532
The Progressive Corp.		30,800		4,070
Unum Group		204,631		8,631
				95,937
Health Care (8.4%):
AbbVie, Inc.		19,100		3,078
Addus HomeCare Corp. (a)		3,623		400

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Amgen, Inc.		43,995	$	12,600
Apollo Medical Holdings, Inc. (a)		11,487		327
Artivion, Inc. (a)		13,167		168
Atrion Corp.		633		383
BioLife Solutions, Inc. (a)		16,954		359
Catalyst Pharmaceuticals, Inc. (a)		38,066		638
Cigna Corp.		7,900		2,598
CorVel Corp. (a)		3,184		487
CryoPort, Inc. (a)		12,599		249
CVS Health Corp.		90,405		9,210
Dexcom, Inc. (a)		21,688		2,522
Dynavax Technologies Corp. (a)		28,302		351
Eli Lilly & Co.		41,723		15,483
Humana, Inc.		5,300		2,914
IDEXX Laboratories, Inc. (a)		19,368		8,248
Johnson & Johnson		89,007		15,843
Lantheus Holdings, Inc. (a)		5,183		322
LeMaitre Vascular, Inc.		13,427		629
McKesson Corp.		3,200		1,221
Merck & Co., Inc.		30,900		3,403
Neogen Corp. (a)		15,735		261
Orthofix Medical, Inc. (a)		18,589		334
STAAR Surgical Co. (a)		4,606		263
Tandem Diabetes Care, Inc. (a)		7,550		317
The Joint Corp. (a)		12,112		181
Thermo Fisher Scientific, Inc.		5,242		2,937
U.S. Physical Therapy, Inc.		3,108		269
UFP Technologies, Inc. (a)		5,904		709
UnitedHealth Group, Inc.		16,465		9,019
Veeva Systems, Inc. Class A (a)		11,393		2,169
Vericel Corp. (a)		17,873		408
Zoetis, Inc.		18,091		2,789
				101,089
Industrials (3.0%):
AAON, Inc.		10,185		807
Allied Motion Technologies, Inc.		13,482		478
CoStar Group, Inc. (a)		29,765		2,412
Delta Air Lines, Inc. (a)		198,922		7,036
Encore Wire Corp.		2,022		295
FedEx Corp.		5,700		1,039
Forward Air Corp.		1,377		155
Honeywell International, Inc.		60,481		13,279
L3Harris Technologies, Inc.		5,600		1,272
Leidos Holdings, Inc.		19,300		2,110
NOW, Inc. (a)		50,891		635
PACCAR, Inc.		8,000		847
Raytheon Technologies Corp.		13,800		1,362
The Greenbrier Cos., Inc.		14,792		568
Transcat, Inc. (a)		9,640		771

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Uber Technologies, Inc. (a)		59,203	$	1,725
Union Pacific Corp.		5,200		1,131
				35,922
Information Technology (14.7%):
Adobe, Inc. (a)		6,184		2,133
Advanced Energy Industries, Inc.		5,688		527
Ambarella, Inc. (a)		2,966		220
Apple, Inc.		273,391		40,470
Arista Networks, Inc. (a)		23,710		3,303
Broadcom, Inc.		3,158		1,740
Cadence Design Systems, Inc. (a)		17,160		2,952
CDW Corp.		12,629		2,382
Cisco Systems, Inc.		220,779		10,977
Crowdstrike Holdings, Inc. Class A (a)		11,847		1,394
ePlus, Inc. (a)		15,024		746
Fidelity National Information Services, Inc.		43,600		3,164
FleetCor Technologies, Inc. (a)		6,700		1,315
Fortinet, Inc. (a)		157,535		8,375
Global Payments, Inc.		12,100		1,256
Grid Dynamics Holdings, Inc. (a)		40,021		510
Insight Enterprises, Inc. (a)		5,707		593
Mastercard, Inc. Class A		36,781		13,109
Microsoft Corp.		152,785		38,982
Motorola Solutions, Inc.		8,935		2,432
Napco Security Technologies, Inc. (a)		20,530		542
NVIDIA Corp.		100,480		17,004
Palo Alto Networks, Inc. (a)		11,937		2,028
PayPal Holdings, Inc. (a)		15,796		1,239
Perficient, Inc. (a)		7,798		554
ServiceNow, Inc. (a)		7,005		2,916
Texas Instruments, Inc.		68,572		12,374
Visa, Inc. Class A		20,190		4,381
				177,618
Materials (1.0%):
Alcoa Corp.		135,564		6,796
Hawkins, Inc.		9,005		374
PPG Industries, Inc.		14,900		2,015
Sealed Air Corp.		48,000		2,555
				11,740
Real Estate (1.4%):
Alexandria Real Estate Equities, Inc.		9,200		1,432
Equity LifeStyle Properties, Inc.		17,000		1,129
Gladstone Land Corp.		11,050		227
Invitation Homes, Inc.		77,400		2,526
Prologis, Inc.		98,711		11,627
				16,941

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares		Value
Utilities (2.0%):
Constellation Energy Corp.		113,152	$	10,876
Exelon Corp.		46,400		1,920
MGE Energy, Inc.		89,252		6,427
The York Water Co.		7,161		327
Vistra Corp.		171,700		4,177
				23,727
				665,197
Total Common Stocks (Cost $993,130)				1,184,942
Exchange-Traded Funds (0.1%)
United States (0.1%):
iShares Core MSCI EAFE ETF		5,289		333
iShares MSCI EAFE Small-Cap ETF		5,064		289
iShares Russell 2000 ETF (d)		1,610		302
				924
Total Exchange-Traded Funds (Cost $929)				924
Collateral for Securities Loaned (0.2%)^
United States (0.2%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 3.73% (j)		624,328		624
HSBC U.S. Government Money Market Fund, I Shares, 3.75% (j)		624,328		624
Invesco Government & Agency Portfolio, Institutional Shares, 3.74% (j)		624,328		624
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 3.62% (j)		624,328		624
Total Collateral for Securities Loaned (Cost $2,496)				2,496
Total Investments (Cost $996,555) — 98.7%				1,188,362
Other assets in excess of liabilities — 1.3%				15,930
NET ASSETS — 100.00%			$	1,204,292

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $10,821 thousands and amounted to 0.9% of net assets.

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

(e)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of November 30, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

See notes to financial statements.

23

USAA Mutual Funds Trust
USAA Sustainable World Fund Schedule of Portfolio Investments — continued
November 30, 2022

  (Unaudited)

(f)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At November 30, 2022, illiquid securities were less than 0.05% of the Fund's net assets.

(g)  Rounds to less than $1 thousand.

(h)  Restricted security due to trading restrictions. Russian sanctioned entity by the United States Government.

(i)  The following table details the acquisition date and cost of the Fund's Russian sanctioned restricted securities at November 30, 2022 (amount in thousand):

Security Name	Acquisition Date	Cost
Gazprom PJSC	8/13/2021	$	1,231
Rosneft Oil Co. PJSC, GDR	4/6/2021		964
Sberbank of Russia PJSC, ADR	3/26/2021		1,405

(j)  Rate disclosed is the daily yield on November 30, 2022.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

LP — Limited Partnership

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

24

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Sustainable World Fund
Assets:
Investments, at value (Cost $996,555)	$	1,188,362	(a)
Foreign currency, at value (Cost $754)		770
Cash		12,112
Receivables:
Interest and dividends		2,305
Capital shares issued		78
Investments sold		7,428
Reclaims		2,166
From Adviser		13
Prepaid expenses		39
Total Assets		1,213,273
Liabilities:
Payables:
Collateral received on loaned securities		2,496
Investments purchased		4,813
Capital shares redeemed		471
Accrued foreign capital gains taxes		10
Accrued expenses and other payables:
Investment advisory fees		713
Administration fees		142
Custodian fees		74
Transfer agent fees		114
Compliance fees		1
Trustees' fees		1
12b-1 fees		—	(b)
Other accrued expenses		146
Total Liabilities		8,981
Net Assets:
Capital		1,036,409
Total accumulated earnings/(loss)		167,883
Net Assets	$	1,204,292
Net Assets
Fund Shares	$	1,195,419
Institutional Shares		4,616
Class A		4,257
Total	$	1,204,292
Shares (unlimited number of shares authorized with no par value):
Fund Shares		51,573
Institutional Shares		198
Class A		183
Total		51,954
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	23.18
Institutional Shares		23.27
Class A		23.22
Maximum Sales Charge — Class A		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	24.64

(a)  Includes $2,438 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.

25

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Sustainable World Fund
Investment Income:
Dividends	$	13,339
Interest		61
Securities lending (net of fees)		39
Foreign tax withholding		(976	)
Total Income		12,463
Expenses:
Investment advisory fees		4,405
Administration fees — Fund Shares		875
Administration fees — Institutional Shares		2
Administration fees — Class A		3
Sub-Administration fees		53
12b-1 fees — Class A		5
Custodian fees		138
Transfer agent fees — Fund Shares		661
Transfer agent fees — Institutional Shares		2
Transfer agent fees — Class A		2
Trustees' fees		24
Compliance fees		5
Legal and audit fees		100
State registration and filing fees		37
Interfund lending fees		—	(a)
Other expenses		116
Total Expenses		6,428
Expenses waived/reimbursed by Adviser		(26	)
Net Expenses		6,402
Net Investment Income (Loss)		6,061
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(32,713	)
Foreign taxes on realized gains		26
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(3,799	)
Net change in accrued foreign taxes on unrealized gains		34
Net realized/unrealized gains (losses) on investments		(36,452	)
Change in net assets resulting from operations	$	(30,391	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

26

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Sustainable World Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	6,061		$	12,802
Net realized gains (losses)		(32,687	)		48,901
Net change in unrealized appreciation/depreciation		(3,765	)		(186,988	)
Change in net assets resulting from operations		(30,391	)		(125,285	)
Distributions to Shareholders:
Fund Shares		—			(247,859	)
Institutional Shares		—			(505	)
Class A		—			(464	)
Change in net assets resulting from distributions to shareholders		—			(248,828	)
Change in net assets resulting from capital transactions		(47,787	)		143,070
Change in net assets		(78,178	)		(231,043	)
Net Assets:
Beginning of period		1,282,470			1,513,513
End of period	$	1,204,292		$	1,282,470

(continues on next page)

See notes to financial statements.

27

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Sustainable World Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	18,470		$	72,669
Distributions reinvested		—			245,078
Cost of shares redeemed		(65,876	)		(180,222	)
Total Fund Shares	$	(47,406	)	$	137,525
Institutional Shares
Proceeds from shares issued	$	738		$	4,067
Distributions reinvested		—			496
Cost of shares redeemed		(1,293	)		(1,169	)
Total Institutional Shares	$	(555	)	$	3,394
Class A
Proceeds from shares issued	$	345		$	2,341
Distributions reinvested		—			253
Cost of shares redeemed		(171	)		(443	)
Total Class A	$	174		$	2,151
Change in net assets resulting from capital transactions	$	(47,787	)	$	143,070
Share Transactions:
Fund Shares
Issued		841			2,521
Reinvested		—			8,958
Redeemed		(2,986	)		(6,358	)
Total Fund Shares		(2,145	)		5,121
Institutional Shares
Issued		34			161
Reinvested		—			18
Redeemed		(59	)		(42	)
Total Institutional Shares		(25	)		137
Class A
Issued		15			89
Reinvested		—			9
Redeemed		(8	)		(15	)
Total Class A		7			83
Change in Shares		(2,163	)		5,341

See notes to financial statements.

28

This page is intentionally left blank.

29

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
USAA Sustainable World Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	23.70		0.11	(h)		(0.63	)		(0.52	)		—			—			—
Year Ended May 31: 2022	$	31.03		0.25	(h)		(2.36	)		(2.11	)		(0.27	)		(4.95	)		(5.22	)
2021	$	23.38		0.23	(h)		8.74			8.97			(0.18	)		(1.14	)		(1.32	)
2020	$	30.71		0.27	(h)		2.87			3.14			(0.32	)		(10.15	)		(10.47	)
2019	$	31.82		0.33			0.51			0.84			(0.28	)		(1.67	)		(1.95	)
2018	$	31.16		0.30			1.78			2.08			(0.23	)		(1.19	)		(1.42	)
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	23.78		0.13	(h)		(0.64	)		(0.51	)		—			—			—
Year Ended May 31: 2022	$	31.10		0.31	(h)		(2.41	)		(2.10	)		(0.27	)		(4.95	)		(5.22	)
2021	$	23.42		0.24	(h)		8.77			9.01			(0.19	)		(1.14	)		(1.33	)
2020	$	30.74		0.29	(h)		2.86			3.15			(0.32	)		(10.15	)		(10.47	)
2019	$	31.75		0.38			0.48			0.86			(0.20	)		(1.67	)		(1.87	)
2018	$	31.14		0.29			1.80			2.09			(0.29	)		(1.19	)		(1.48	)
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	23.77		0.09	(h)		(0.64	)		(0.55	)		—			—			—
Year Ended May 31: 2022	$	31.06		0.19	(h)		(2.40	)		(2.21	)		(0.13	)		(4.95	)		(5.08	)
2021	$	23.40		0.15	(h)		8.76			8.91			(0.11	)		(1.14	)		(1.25	)
2020	$	30.77		0.19	(h)		2.86			3.05			(0.27	)		(10.15	)		(10.42	)
2019	$	31.86		0.24	(h)		0.53			0.77			(0.19	)		(1.67	)		(1.86	)
2018	$	31.07		0.18	(h)		1.80			1.98			—	(l)		(1.19	)		(1.19	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

30

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

									Ratios to Average Net Assets									Supplemental Data
	Redemption Fees Added to Beneficiary Interests			Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)(b)			Net Expenses(c)(d)(e)(f)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(g)
USAA Sustainable World Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	23.18		(2.19	)%		1.09	%		1.03	%		1.09	%	$	1,195,419		18	%
Year Ended May 31: 2022		—		$	23.70		(8.90	)%		1.05	%		0.87	%		1.05	%	$	1,272,993		37	%(i)
2021		—		$	31.03		39.07	%		1.05	%		0.86	%		1.05	%	$	1,507,963		88	%
2020		—		$	23.38		7.81	%		1.07	%		0.98	%		1.07	%	$	1,228,986		103	%(j)
2019		—		$	30.71		3.23	%		1.09	%		1.09	%		1.09	%	$	1,280,661		8	%
2018		—		$	31.82		6.68	%		1.10	%		0.98	%		1.10	%	$	1,353,880		10	%
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)		—		$	23.27		(2.14	)%		1.00	%		1.13	%		1.50	%	$	4,616		18	%
Year Ended May 31: 2022		—		$	23.78		(8.87	)%		1.00	%		1.10	%		1.29	%	$	5,301		37	%(i)
2021		—		$	31.10		39.17	%		0.99	%		0.87	%		1.27	%	$	2,660		88	%
2020		—		$	23.42		7.85	%		1.00	%		1.00	%		1.13	%	$	6,143		103	%(j)
2019		—		$	30.74		3.29	%		1.05	%(k)		1.13	%		1.11	%	$	12,567		8	%
2018		—		$	31.75		6.70	%		1.10	%		1.19	%		1.10	%	$	30,127		10	%
Class A
Six Months Ended November 30, 2022 (Unaudited)		—		$	23.22		(2.31	)%		1.35	%		0.77	%		1.81	%	$	4,257		18	%
Year Ended May 31: 2022		—		$	23.77		(9.18	)%		1.32	%		0.67	%		1.68	%	$	4,176		37	%(i)
2021		—		$	31.06		38.73	%		1.32	%		0.53	%		1.62	%	$	2,890		88	%
2020		—		$	23.40		7.49	%		1.35	%		0.68	%		1.43	%	$	6,425		103	%(j)
2019		—		$	30.77		2.98	%		1.35	%		0.76	%		1.46	%	$	8,133		8	%
2018		—	(l)	$	31.86		6.36	%		1.39	%(m)		0.57	%		1.43	%	$	10,114		10	%

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

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

(i)  Reflects a return to normal trading levels after a prior year subadviser termination.

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

(k)  Effective October 1, 2018, USAA Asset Management Company ("AMCO") (previous Adviser) had voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.00% of the Institutional Shares' average daily net assets.

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

(m)  Effective October 1, 2017, AMCO had voluntarily agreed to limit the annual expenses of the Class A shares to 1.35% of the Class A shares' average daily net assets.

See notes to financial statements.

31

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Sustainable World Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

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

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

The Adviser, acting as the valuation designee has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees' (the "Board") oversight, the Committee

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administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

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

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.

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

A summary of the valuations as of November 30, 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	$	759,934	$	424,989	$	19	$	1,184,942
Exchange-Traded Funds		924		—		—		924
Collateral for Securities Loaned		2,496		—		—		2,496
Total	$	763,354	$	424,989	$	19	$	1,188,362

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities 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.

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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 exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of November 30, 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

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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.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of November 30, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	2,438	$	—	$	2,496

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.

The Fund filed for additional European Union reclaims related to prior years. In October 2022, the Sweden Tax Authority issued favorable decisions relating to claims for Sweden. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. For the six months ended November 30, 2022, the Fund recognized $46 thousand in reclaims. These reclaims are reflected on the Statement of Operations as Dividend Income.

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 May 31.

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For the six months ended November 30, 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.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	214,421	$	253,019

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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 Funds Index. The Lipper Global Funds Index tracks the total return performance of the largest funds within the Lipper Global Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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.

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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 Global Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period June 1, 2022, to November 30, 2022, there were no performance adjustments for Fund Shares, Institutional Shares, and Class A, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 Institutional Shares and Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% and 0.10%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 2022, are reflected on the Statement of Operations as Transfer agent fees.

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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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 September 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 November 30, 2022, the expense limits (excluding voluntary waivers) were 1.09%, 1.00%, and 1.35% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	6	$	37	$	21	$	26	$	90

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

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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 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. Global markets, or those in a particular region, may all react in similar fashion to important political, economic, or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. Interest charged to the Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

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The average borrowing for the days outstanding and average interest rate for the Fund during the six months ended November 30, 2022, were as follows (amounts in thousands):

Amount Outstanding at November 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
$	—	$	341		2		1.95	%	$	1,363

*  For the six months ended November 30, 2022, based on the number of days borrowings were outstanding.

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 six months ended November 30, 2022, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at November 30, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	593		1		2.86	%	$	593

*  For the six months ended November 30, 2022, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

At the tax year ended May 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

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USAA Mutual Funds Trust Supplemental Information
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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

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

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22- 11/30/22*		Hypothetical Expenses Paid During Period 6/1/22- 11/30/22*		Annualized Expense Ratio During Period 6/1/22- 11/30/22
Fund Shares	$	1,000.00	$	978.10	$	1,019.60	$	5.41	$	5.52		1.09	%
Institutional Shares		1,000.00		978.60		1,020.05		4.96		5.06		1.00	%
Class A		1,000.00		976.90		1,018.30		6.69		6.83		1.35	%

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

41

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

23412-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Government Securities Fund

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	8
Statement of Operations	9
Statements of Changes in Net Assets	10
Financial Highlights	12
Notes to Financial Statements	16
Supplemental Information	26
Proxy Voting and Portfolio Holdings Information	26
Expense Examples	26
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Government Securities Fund November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks a high level of current income consistent with preservation of principal.

Asset Allocation:

November 30, 2022

(% of Net Assets)

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

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

2

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Principal Amount		Value
Asset-Backed Securities (2.6%)
CenterPoint Energy Transition Bond Co. IV LLC, Series 2012-1, Class A3, 3.03%, 10/15/25	$	2,797	$	2,722
Montana Higher Education Student Assistance Corp., Series 2012-1, Class A2, 4.94% (LIBOR01M+100bps), 5/20/30 (a)		729		727
Navient Student Loan Trust, Series 2014-1, Class A3, 4.53% (LIBOR01M+51bps), 6/25/31 (a)		1,763		1,667
Nelnet Student Loan Trust, Series 2015-3A, Class A2, 4.62% (LIBOR01M+60bps), 2/27/51, Callable 9/25/30 @100 (a) (b)		2,422		2,358
Nelnet Student Loan Trust, Series 2019-5, Class A, 2.53%, 10/25/67, Callable 12/25/34 @100 (b)		6,688		5,833
Nelnet Student Loan Trust, Series 2006-3, Class B, 3.89% (LIBOR03M+25bps), 6/25/41, Callable 9/25/24 @100 (a)		2,004		1,799
SLM Student Loan Trust, Series 2006-4, Class B, 4.56% (LIBOR03M+20bps), 1/25/70, Callable 10/25/32 @100 (a)		3,044		2,877
SLM Student Loan Trust, Series 2013-6, Class A3, 4.67% (LIBOR01M+65bps), 6/26/28, Callable 11/25/30 @100 (a)		2,434		2,318
SunTrust Student Loan Trust, Series 2006-1A, Class B, 4.64% (LIBOR03M+27bps), 10/28/37, Callable 4/28/24 @100 (a) (b)		774		771
Wepco Environmental Trust Finance I LLC, Series 2021-1, Class A, 1.58%, 12/15/35		4,179		3,523
Total Asset-Backed Securities (Cost $26,513)				24,595
Municipal Bonds (4.0%)
Hawaii (0.0%): (c)
State of Hawaii Department of Business Economic Development & Tourism Revenue, Series A-2, 3.24%, 1/1/31		165		155
Kansas (0.3%):
Kansas Development Finance Authority Revenue, Series H, 3.94%, 4/15/26		3,000		2,895
Louisiana (0.5%):
Louisiana Local Government Environmental Facilities & Community Development Authority Revenue
Series A, 4.15%, 2/1/33		3,000		2,842
Series A, 4.28%, 2/1/36		2,000		1,868
				4,710
Ohio (0.3%):
State of Ohio, GO, Series A, 1.78%, 8/1/32		3,000		2,327
Tennessee (0.2%):
State of Tennessee, GO, Series B, 1.73%, 11/1/32, Continuously Callable @100		2,400		1,830
Texas (1.8%):
Boerne School District, GO, 1.77%, 2/1/32, Continuously Callable @100		650		505
City of Abilene, GO 2.41%, 2/15/26		1,715		1,596
2.54%, 2/15/27		1,195		1,093
2.64%, 2/15/29		1,000		881

See notes to financial statements.

3

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
City of Houston Texas Combined Utility System Revenue 3.82%, 11/15/29, Continuously Callable @100	$	3,000	$	2,789
Series E, 3.72%, 11/15/28		1,530		1,430
State of Texas, GO, 2.53%, 10/1/31, Continuously Callable @100		3,500		2,931
Texas Public Finance Authority Revenue, 0.93%, 2/1/26		2,000		1,779
Texas Public Finance Authority State of Texas, GO, Series C, 3.01%, 10/1/26, Continuously Callable @100		4,000		3,787
				16,791
Virginia (0.8%):
Virginia Public Building Authority Revenue Series C, 2.25%, 8/1/26		1,370		1,249
Series C, 2.40%, 8/1/27		1,475		1,319
Series C, 2.56%, 8/1/29		2,700		2,320
Virginia Public School Authority Revenue, Series C, 0.55%, 8/1/23		3,000		2,912
				7,800
Wisconsin (0.1%):
State of Wisconsin, GO, Series 4, 1.90%, 5/1/33, Continuously Callable @100		1,000		745
Total Municipal Bonds (Cost $41,765)				37,253
U.S. Government Agency Mortgages (51.8%)
Federal Home Loan Mortgage Corporation Series K027, Class A2, 2.64%, 1/25/23		429		429
Series K029, Class A2, 3.32%, 2/25/23 (d)		2,351		2,339
Series K725, Class A2, 3.00%, 1/25/24		4,887		4,789
Series K037, Class A2, 3.49%, 1/25/24		10,030		9,884
Series K038, Class A2, 3.39%, 3/25/24		3,000		2,943
Series K727, Class A2, 2.95%, 7/25/24		17,294		16,818
Series K052, Class A1, 2.60%, 1/25/25		1,344		1,318
Series K045, Class A2, 3.02%, 1/25/25		2,742		2,643
Series K730, Class A2, 3.59%, 1/25/25		4,829		4,696
Series K056, Class A1, 2.20%, 7/25/25		1,698		1,645
Series K049, Class A2, 3.01%, 7/25/25		4,000		3,840
Series K051, Class A2, 3.31%, 9/25/25		10,000		9,649
Series K733, Class AM, 3.75%, 9/25/25		5,000		4,866
Series K056, Class A2, 2.53%, 5/25/26		5,000		4,691
Series K057, Class A2, 2.57%, 7/25/26		7,000		6,568
Series K061, Class A1, 3.01%, 8/25/26		397		391
Series 3987, Class A, 2.00%, 9/15/26		292		286
Series K059, Class A2, 3.12%, 9/25/26 (d)		4,500		4,292
Series K061, Class A2, 3.35%, 11/25/26 (d)		4,000		3,843
Series K066, Class A2, 3.12%, 6/25/27		3,000		2,848
Series K067, Class A2, 3.19%, 7/25/27		9,274		8,827
Series K069, Class A2, 3.19%, 9/25/27 (d)		2,879		2,738
Series K071, Class A2, 3.29%, 11/25/27		5,000		4,773
Series K078, Class A2, 3.85%, 6/25/28		12,500		12,212
Series K080, Class A2, 3.93%, 7/25/28 (d)		15,000		14,687
3.00%, 3/1/32 – 6/1/42		8,154		7,685
3.50%, 10/1/33 – 8/1/48		14,235		13,435

See notes to financial statements.

4

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
4.00%, 10/1/33 – 9/1/52	$	18,447	$	17,835
5.50%, 12/1/35		192		200
Series 3134, Class FA, 4.17% (LIBOR01M+30bps), 3/15/36 (a)		396		391
Series 4023, Class PF, 4.42% (LIBOR01M+55bps), 10/15/41 (a)		333		332
4.50%, 9/1/48 – 10/1/52		4,868		4,748
4.06% (SOFR30A+227bps), 8/1/52 (a)		7,605		7,362
5.00%, 10/1/52		4,930		4,904
				188,907
Federal National Mortgage Association Series 2014-M1, Class A2, 3.40%, 7/25/23 (d)		359		358
Series M7, Class AV2, 2.16%, 10/25/23		1,386		1,372
Series 2015-M13, Class A2, 2.79%, 6/25/25 (d)		1,605		1,533
3.00%, 2/1/27 – 2/1/52		14,060		12,777
Series 2017-M8, Class A2, 3.06%, 5/25/27 (d)		3,629		3,445
Series 2017-M12, Class A2, 3.16%, 6/25/27 (d)		4,324		4,107
Series 73, Class DC, 1.50%, 7/25/27 – 10/25/27		1,981		1,869
Series 102, Class GA, 1.38%, 9/25/27		481		449
Series 2018-M4, Class A2, 3.16%, 3/25/28 (d)		2,549		2,413
Series 2018-M10, Class A2, 3.47%, 7/25/28 (d)		8,049		7,693
1.64%, 9/1/31		1,250		991
Series 2022-M13, Class A2, 2.70%, 6/25/32		3,671		3,235
Series 2005-29, Class FY, 4.32% (LIBOR01M+60bps), 4/25/35 – 8/25/37 (a)		1,177		1,161
5.00%, 12/1/35 – 6/1/52		11,768		11,712
5.50%, 11/1/37 – 10/1/52		5,727		5,799
6.00%, 5/1/38		138		145
4.00%, 8/1/39 – 9/1/52		49,055		46,544
2.50%, 6/1/41 – 11/1/50		12,941		11,195
3.50%, 1/1/42 – 4/1/52		20,572		19,156
2.00%, 11/1/51 – 12/1/51		27,438		22,610
4.50%, 6/1/52 – 9/1/52		33,153		32,231
3.50%, 7/1/52 (e)		4,958		4,538
				195,333
Government National Mortgage Association 8.00%, 6/15/23 – 9/15/30		183		192
4.50%, 4/20/24 – 3/20/41		12,448		12,494
7.00%, 5/15/27 – 7/15/32		588		614
7.50%, 2/15/28 – 11/15/31		140		146
6.00%, 4/15/28 – 12/15/38		5,159		5,419
6.50%, 5/15/28 – 8/20/34		1,496		1,571
6.75%, 5/15/28		5		5
5.50%, 4/20/33 – 6/15/39		7,595		7,910
5.00%, 5/20/33 – 2/15/39		2,189		2,245
4.00%, 7/15/40 – 11/20/49		7,593		7,220
2.50%, 2/20/50 – 12/20/51		26,419		23,228
Series 2022-68, Class WQ, 3.54%, 5/20/50 (d)		4,611		4,330
3.00%, 8/20/51 – 10/20/51		19,735		17,865
				83,239

See notes to financial statements.

5

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Principal Amount		Value
Small Business Administration Pools 3.40% (PRIME-285bps), 9/25/31 (a)	$	4,454	$	4,404
5.87% (PRIME-38bps), 2/25/32 (a)		4,533		4,714
7.13% (PRIME+88bps), 2/25/32 (a)		4,118		4,379
7.83% (PRIME+158bps), 2/25/32 (a)		3,660		3,974
3.75% (PRIME-250bps), 9/25/32 (a)		3,940		3,927
4.50% (PRIME-175bps), 10/25/34 (a)		1,631		1,655
				23,053
				490,532
Total U.S. Government Agency Mortgages (Cost $520,829)				490,532
U.S. Treasury Obligations (37.7%)
U.S. Treasury Bonds 5.25%, 2/15/29		5,000		5,373
3.38%, 8/15/42		5,000		4,577
U.S. Treasury Notes 0.13%, 9/15/23		6,000		5,786
0.38%, 10/31/23		10,000		9,609
0.25%, 11/15/23		5,000		4,791
2.00%, 4/30/24		5,000		4,820
2.00%, 6/30/24		10,000		9,612
0.38%, 8/15/24		5,000		4,664
1.88%, 8/31/24		10,000		9,558
2.25%, 11/15/24		5,000		4,801
2.13%, 11/30/24		4,000		3,831
2.50%, 1/31/25		7,000		6,739
2.00%, 2/15/25		4,000		3,806
2.13%, 5/15/25		4,500		4,282
0.25%, 7/31/25		6,000		5,418
0.25%, 8/31/25		12,000		10,798
0.25%, 10/31/25		20,000		17,927
0.38%, 1/31/26		24,000		21,405
1.38%, 8/31/26		7,000		6,370
0.88%, 9/30/26		25,000		22,270
1.63%, 10/31/26		7,000		6,414
1.13%, 2/29/28		15,000		13,092
1.25%, 4/30/28		5,000		4,377
2.88%, 5/15/28		25,000		23,814
1.25%, 5/31/28		5,000		4,367
1.00%, 7/31/28		3,000		2,572
1.13%, 8/31/28		5,000		4,312
1.38%, 10/31/28		20,000		17,439
2.38%, 3/31/29		30,000		27,614
2.38%, 5/15/29		10,000		9,204
2.75%, 5/31/29		15,000		14,111
0.88%, 11/15/30		7,000		5,690
1.63%, 5/15/31		10,000		8,555
1.25%, 8/15/31		40,000		32,950
4.13%, 11/15/32		15,000		15,593
Total U.S. Treasury Obligations (Cost $387,434)				356,541

See notes to financial statements.

6

USAA Mutual Funds Trust
USAA Government Securities Fund Schedule of Portfolio Investments — continued
November 30, 2022

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

Security Description	Shares or Principal Amount		Value
Investment Companies (0.1%)
Federated Treasury Obligations Fund Institutional Shares, 3.66% (f)		1,370,581	$	1,371
Total Investment Companies (Cost $1,371)				1,371
Repurchase Agreements (4.0%)
Credit Agricole CIB NY, 3.78%, 12/1/22, purchased on 11/30/22, with a maturity date of 12/1/22, with a value of $38,000 (collateralized by Federal National Mortgage Association, 3.00% – 5.50%, due 1/1/39 – 10/1/52, with a value of $38,760)	$	38,000		38,000
Total Repurchase Agreements (Cost $38,000)				38,000
Total Investments (Cost $1,015,912) — 100.2%				948,292
Liabilities in excess of other assets — (0.2)%				(1,827	)
NET ASSETS — 100.00%			$	946,465

(a)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 2022.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of November 30, 2022, the fair value of these securities was $8,962 thousands and amounted to 0.9% of net assets.

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

(d)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at November 30, 2022.

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

(f)  Rate disclosed is the daily yield on November 30, 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

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of November 30, 2022, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of November 30, 2022, based on the last reset date of the security

LLC — Limited Liability Company

PRIME — US Prime rate, rate disclosed as of November 30, 2022.

SOFR30A — 30-day average of SOFR, rate disclosed as of November 30, 2022.

See notes to financial statements.

7

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Government Securities Fund
Assets:
Investments, at value (Cost $977,912)	$	910,292
Repurchase agreements, at value (Cost $38,000)		38,000
Receivables:
Interest		2,965
Capital shares issued		69
Investments sold		165
From Adviser		7
Prepaid expenses		44
Total Assets		951,542
Liabilities:
Payables:
Distributions		29
Investments purchased		4,535
Capital shares redeemed		115
Accrued expenses and other payables:
Investment advisory fees		144
Administration fees		87
Custodian fees		11
Transfer agent fees		84
Compliance fees		1
Trustees' fees		1
12b-1 fees		—	(a)
Other accrued expenses		70
Total Liabilities		5,077
Net Assets:
Capital		1,028,966
Total accumulated earnings/(loss)		(82,501	)
Net Assets	$	946,465
Net Assets
Fund Shares	$	255,833
Institutional Shares		688,678
Class A		33
R6 Shares		1,921
Total	$	946,465
Shares (unlimited number of shares authorized with no par value):
Fund Shares		28,984
Institutional Shares		77,994
Class A		4
R6 Shares		218
Total		107,200
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	8.83
Institutional Shares		8.83
Class A		8.83
R6 Shares		8.83
Maximum Sales Charge — Class A		2.25	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A	$	9.03

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.

8

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Government Securities Fund
Investment Income:
Dividends	$	18
Interest		12,507
Securities lending (net of fees)		4
Total Income		12,529
Expenses:
Investment advisory fees		882
Administration fees — Fund Shares		196
Administration fees — Institutional Shares		356
Administration fees — Class A		—	(a)
Administration fees — R6 Shares		—	(a)
Sub-Administration fees		12
12b-1 fees — Class A		—	(a)
Custodian fees		24
Transfer agent fees — Fund Shares		168
Transfer agent fees — Institutional Shares		356
Transfer agent fees — Class A		—	(a)
Transfer agent fees — R6 Shares		—	(a)
Trustees' fees		24
Compliance fees		4
Legal and audit fees		45
State registration and filing fees		43
Other expenses		75
Total Expenses		2,185
Expenses waived/reimbursed by Adviser		(20	)
Net Expenses		2,165
Net Investment Income (Loss)		10,364
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(7,861	)
Net change in unrealized appreciation/depreciation on investment securities		(30,800	)
Net realized/unrealized gains (losses) on investments		(38,661	)
Change in net assets resulting from operations	$	(28,297	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

9

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Government Securities Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income (Loss)	$	10,364		$	15,961
Net realized gains (losses)		(7,861	)		(3,196	)
Net change in unrealized appreciation/depreciation		(30,800	)		(75,241	)
Change in net assets resulting from operations		(28,297	)		(62,476	)
Distributions to Shareholders:
Fund Shares		(2,870	)		(8,608	)
Institutional Shares		(8,160	)		(21,688	)
Class A		—	(a)		(11	)
R6 Shares		(12	)		(13	)
Change in net assets resulting from distributions to shareholders		(11,042	)		(30,320	)
Change in net assets resulting from capital transactions		(58,104	)		263,131
Change in net assets		(97,443	)		170,335
Net Assets:
Beginning of period		1,043,908			873,573
End of period	$	946,465		$	1,043,908

(a)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.

10

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Government Securities Fund
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	14,838		$	36,461
Distributions reinvested		2,707			8,152
Cost of shares redeemed		(23,184	)		(74,015	)
Total Fund Shares	$	(5,639	)	$	(29,402	)
Institutional Shares
Proceeds from shares issued	$	34,324		$	300,038
Distributions reinvested		8,160			21,687
Cost of shares redeemed		(96,343	)		(29,311	)
Total Institutional Shares	$	(53,859	)	$	292,414
Class A
Proceeds from shares issued	$	—	(a)	$	113
Distributions reinvested		—	(a)		11
Cost of shares redeemed		(5	)		(413	)
Total Class A	$	(5	)	$	(289	)
R6 Shares
Proceeds from shares issued	$	1,423		$	450
Distributions reinvested		12			13
Cost of shares redeemed		(36	)		(55	)
Total R6 Shares	$	1,399		$	408
Change in net assets resulting from capital transactions	$	(58,104	)	$	263,131
Share Transactions:
Fund Shares
Issued		1,663			3,749
Reinvested		304			837
Redeemed		(2,592	)		(7,580	)
Total Fund Shares		(625	)		(2,994	)
Institutional Shares
Issued		3,905			30,328
Reinvested		914			2,234
Redeemed		(10,664	)		(3,125	)
Total Institutional Shares		(5,845	)		29,437
Class A
Issued		—	(b)		12
Reinvested		—	(b)		1
Redeemed		—	(b)		(45	)
Total Class A		—	(b)		(32	)
R6 Shares
Issued		163			46
Reinvested		1			1
Redeemed		(4	)		(6	)
Total R6 Shares		160			41
Change in Shares		(6,310	)		26,452

(a)  Rounds to less than $1 thousand.

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

11

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions
USAA Government Securities Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	9.19		0.09	(h)		(0.35	)		(0.26	)		(0.10	)		—			(0.10	)
Year Ended May 31: 2022	$	10.03		0.15	(h)		(0.71	)		(0.56	)		(0.17	)		(0.11	)		(0.28	)
2021	$	10.23		0.21	(h)		(0.15	)		0.06			(0.22	)		(0.04	)		(0.26	)
2020	$	9.84		0.24	(h)		0.39			0.63			(0.24	)		—			(0.24	)
2019	$	9.55		0.23			0.29			0.52			(0.23	)		—			(0.23	)
2018	$	9.86		0.20			(0.31	)		(0.11	)		(0.20	)		—			(0.20	)
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	9.20		0.10	(h)		(0.37	)		(0.27	)		(0.10	)		—			(0.10	)
Year Ended May 31: 2022	$	10.04		0.16	(h)		(0.71	)		(0.55	)		(0.18	)		(0.11	)		(0.29	)
2021	$	10.23		0.22	(h)		(0.14	)		0.08			(0.23	)		(0.04	)		(0.27	)
2020	$	9.85		0.24	(h)		0.39			0.63			(0.25	)		—			(0.25	)
2019	$	9.55		0.24			0.30			0.54			(0.24	)		—			(0.24	)
2018	$	9.86		0.21			(0.31	)		(0.10	)		(0.21	)		—			(0.21	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

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

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

See notes to financial statements.

12

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)(e)(f)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(g)
USAA Government Securities Fund
Fund Shares
Six Months Ended November 30, 2022 (Unaudited)	$	8.83		(2.85	)%		0.52	%		2.06	%		0.52	%	$	255,833		17	%
Year Ended May 31: 2022	$	9.19		(5.71	)%		0.42	%		1.56	%		0.42	%	$	272,233		34	%
2021	$	10.03		0.56	%		0.41	%		2.04	%		0.41	%	$	327,111		15	%
2020	$	10.23		6.49	%		0.43	%		2.36	%		0.43	%	$	364,077		11	%
2019	$	9.84		5.56	%		0.47	%		2.42	%		0.47	%	$	328,123		9	%
2018	$	9.55		(1.09	)%		0.48	%		2.09	%		0.48	%	$	333,464		15	%
Institutional Shares
Six Months Ended November 30, 2022 (Unaudited)	$	8.83		(2.90	)%		0.42	%		2.16	%		0.42	%	$	688,678		17	%
Year Ended May 31: 2022	$	9.20		(5.64	)%		0.35	%		1.61	%		0.35	%	$	771,104		34	%
2021	$	10.04		0.75	%		0.32	%		2.12	%		0.32	%	$	545,930		15	%
2020	$	10.23		6.45	%		0.36	%		2.43	%		0.36	%	$	638,299		11	%
2019	$	9.85		5.76	%		0.38	%		2.55	%		0.38	%	$	742,233		9	%
2018	$	9.55		(1.01	)%		0.39	%		2.18	%		0.39	%	$	251,297		15	%

(continues on next page)

See notes to financial statements.

13

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Net Realized Gains from Investments			Total Distributions			Redemption Fees Added to Beneficial Interests:
USAA Government Securities Fund
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	9.19		0.09	(h)		(0.36	)		(0.27	)		(0.09	)		—			(0.09	)	$	—
Year Ended May 31: 2022	$	10.03		0.15	(h)		(0.71	)		(0.56	)		(0.17	)		(0.11	)		(0.28	)		—
2021	$	10.22		0.19	(h)		(0.14	)		0.05			(0.20	)		(0.04	)		(0.24	)		—
2020	$	9.84		0.20	(h)		0.39			0.59			(0.21	)		—			(0.21	)		—
2019	$	9.54		0.21			0.30			0.51			(0.21	)		—			(0.21	)		—
2018	$	9.85		0.18			(0.31	)		(0.13	)		(0.18	)		—			(0.18	)		—	(k)
R6 Shares
Six Months Ended November 30, 2022 (Unaudited)	$	9.20		0.10	(h)		(0.36	)		(0.26	)		(0.11	)		—			(0.11	)		—
Year Ended May 31: 2022	$	10.01		0.16	(h)		(0.67	)		(0.51	)		(0.19	)		(0.11	)		(0.30	)		—
2021	$	10.22		0.23	(h)		(0.15	)		0.08			(0.25	)		(0.04	)		(0.29	)		—
2020	$	9.84		0.24	(h)		0.39			0.63			(0.25	)		—			(0.25	)		—
2019	$	9.55		0.24			0.29			0.53			(0.24	)		—			(0.24	)		—
2018	$	9.85		0.22			(0.30	)		(0.08	)		(0.22	)		—			(0.22	)		—

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

(e)  Does not include acquired fund fees and expenses, if any.

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

See notes to financial statements.

14

USAA Mutual Funds Trust Financial Highlights —continued

For a Share Outstanding Throughout Each Period  (continued)

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return (Excludes Sales Charge)(a)(b)			Net Expenses(c)(d)(e)(f)			Net Investment Income (Loss)(c)			Gross Expenses(c)(e)			Net Assets, End of Period (000's)		Portfolio Turnover(a)(g)
USAA Government Securities Fund
Class A
Six Months Ended November 30, 2022 (Unaudited)	$	8.83		(2.96	)%		0.61	%(i)		1.95	%		53.52	%	$	33		17	%
Year Ended May 31: 2022	$	9.19		(5.70	)%		0.41	%(j)		1.56	%		3.28	%	$	40		34	%
2021	$	10.03		0.43	%		0.70	%		1.89	%		1.06	%	$	365		15	%
2020	$	10.22		6.04	%		0.75	%		2.03	%		0.80	%	$	5,299		11	%
2019	$	9.84		5.37	%		0.75	%		2.14	%		0.87	%	$	5,042		9	%
2018	$	9.54		(1.36	)%		0.75	%		1.82	%		0.87	%	$	4,804		15	%
R6 Shares
Six Months Ended November 30, 2022 (Unaudited)	$	8.83		(2.86	)%		0.33	%(i)		2.35	%		2.47	%	$	1,921		17	%
Year Ended May 31: 2022	$	9.20		(5.26	)%		0.26	%(j)		1.65	%		3.55	%	$	531		34	%
2021	$	10.01		0.75	%		0.31	%		2.30	%		0.46	%	$	167		15	%
2020	$	10.22		6.46	%		0.35	%		2.43	%		0.39	%	$	7,903		11	%
2019	$	9.84		5.68	%		0.35	%		2.54	%		0.51	%	$	6,425		9	%
2018	$	9.55		(0.87	)%		0.35	%		2.22	%		0.64	%	$	6,345		15	%

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

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

(i)  Includes impact of voluntary waiver. Without this voluntary waiver, the net expense ratio would have been 3.95% and 0.24% higher for Class A and R6 Shares, respectively.

(j)  Includes impact of voluntary waiver. Without this voluntary waiver, the net expense ratio would have been 0.40% and 0.22% higher for Class A and R6 Shares, respectively.

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

See notes to financial statements.

15

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Government Securities Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

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

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

16

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

Investments in open-end investment companies, other than ETFs, 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.

Repurchase agreements are valued at cost.

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

A summary of the valuations as of November 30, 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
Asset-Backed Securities	$	—	$	24,595	$	—	$	24,595
Municipal Bonds		—		37,253		—		37,253
U.S. Government Agency Mortgages		—		490,532		—		490,532
U.S. Treasury Obligations		—		356,541		—		356,541
Investment Companies		1,371		—		—		1,371
Repurchase Agreements		—		38,000		—		38,000
Total	$	1,371	$	946,921	$	—	$	948,292

For the six months ended November 30, 2022, there were no transfers into/out of Level 3.

Repurchase Agreements:

The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ensure their value is equal to at least 102% of principal including accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Adviser monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements.

Investments in repurchase agreements as presented on the Schedule of Portfolio Investments are not net settlement amounts but gross. At November 30, 2022, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Schedule of Portfolio Investments.

17

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Investment Companies:

Open-End Funds:

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

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can generally take place within 35 days a month or more after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18F-4. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payables for Investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued and recorded daily using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Interest income is recorded daily on the accrual basis. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

18

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund 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.

As of November 30, 2022, the Fund did not have any securities on loan.

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 May 31.

For the six months ended November 30, 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.

19

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended November 30, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities				U.S. Government Securities
Purchases		Sales		Purchases		Sales
$	8,993	$	26,130	$	150,002	$	204,883

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. As of November 30, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		3.4
USAA Target Retirement Income Fund		16.3
USAA Target Retirement 2030 Fund		19.2
USAA Target Retirement 2040 Fund		9.9
USAA Target Retirement 2050 Fund		2.3
USAA Target Retirement 2060 Fund		0.5

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.125% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing the respective class' performance to that of the Lipper Intermediate U.S. Government Funds Index. The Lipper Intermediate U.S. Government Funds Index tracks the total return performance of the largest funds within the Lipper Intermediate U.S. Government Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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

20

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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

For the period June 1, 2022, to November 30, 2022, performance adjustments were $89, $183, $1, and $1 for Fund Shares, Institutional Shares, Class A, and R6 Shares, in thousands, respectively. Performance adjustments were 0.07%, 0.05%, 3.82%, and 0.22% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended November 30, 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%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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, Class A, and R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10% and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended November 30, 2022, are reflected on the Statement of Operations as Transfer agent fees.

21

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

Distributor/Underwriting Services:

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

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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 September 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 November 30, 2022, the expense limits (excluding voluntary waivers) were 0.48%, 0.39%, 0.75%, and 0.35% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

As of November 30, 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 November 30, 2022.

Expires 2024		Expires 2025		Expires 2026		Total
$	25	$	22	$	18	$	65

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. For the six months ended November 30, 2022, the Adviser voluntarily waived fees of $2 thousand.

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

22

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

6. Risks:

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

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

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

Prepayment and Extension Risk — Mortgage-backed securities make regularly scheduled payments of principal along with interest payments. In addition, mortgagors generally have the option of paying off their mortgages without penalty at any time. For example, when a mortgaged property is sold, the old mortgage is usually prepaid. Also, when interest rates fall, the mortgagor may refinance the mortgage and prepay the old mortgage. A homeowner's default on the mortgage also may cause a prepayment of the mortgage. This unpredictability of the mortgage's cash flow is called prepayment risk. For the investor, prepayment risk usually means that principal is received at the least opportune time. For example, when interest rates fall, homeowners may find it advantageous to refinance their mortgages and prepay principal. In this case, the investor is forced to reinvest the principal at the current lower rate. On the other hand, when interest rates rise, homeowners generally will not refinance their mortgages and prepayments will fall. This causes the average life of the mortgage to extend and be more sensitive to interest rates, which is called extension risk. In addition, the amount of principal the investor has to invest in these higher interest rates is reduced.

Liquidity Risk — Market developments and other factors, including a general rise in interest rates, have the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed-income securities. Such a move, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed-income securities, may result in decreased liquidity and increased volatility in the fixed-income markets. Heavy redemptions of fixed-income mutual funds and decreased liquidity from fixed-income securities could hurt the Fund's performance. In addition, significant securities market disruptions related to outbreaks of COVID-19 have led to dislocation in the market for a variety of fixed-income securities (including municipal obligations), which has decreased liquidity and sharply reduced returns.

LIBOR Discontinuation Risk — 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. 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

23

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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.

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.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month SOFR plus 1.10 percent. 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 six months ended November 30, 2022.

24

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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 six months ended November 30, 2022.

8. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

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

Short-Term Amount		Total
$	5,027	$	5,027

9. Subsequent Event:

On December 9, 2022, the Board of Trustees of USAA Mutual Funds Trust ("Trust"), upon the recommendation of Victory Capital Management Inc., the Trust's investment adviser, approved a Plan of Liquidation ("Plan") for the USAA Government Securities Fund Class A Shares (the "Share Class"). It is anticipated that the Share Class will liquidate on or about February 22, 2023. On the liquidation date, the Share Class will redeem all its outstanding shares at the net asset value of such shares.

Effective December 19, 2022, the Share Class will be closed to new investors and shareholder accounts. Through the NAV on February 15, 2023, the Share Class will continue to accept additional investments (including through the reinvestment of dividends and capital gains) from existing shareholders. Please note that no other classes of the Fund are affected.

25

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22- 11/30/22*		Hypothetical Expenses Paid During Period 6/1/22- 11/30/22*		Annualized Expense Ratio During Period 6/1/22- 11/30/22
Fund Shares	$	1,000.00	$	971.50	$	1,022.46	$	2.57	$	2.64		0.52	%
Institutional Shares		1,000.00		971.00		1,022.96		2.08		2.13		0.42	%
Class A		1,000.00		970.40		1,022.01		3.01		3.09		0.61	%
R6 Shares		1,000.00		971.40		1,023.41		1.63		1.67		0.33	%

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

26

Privacy Policy

Protecting the Privacy of Information

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

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

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

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

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

Visit our website at:	Call
www.vcm.com	(800) 235-8396

23414-0123

NOVEMBER 30, 2022

Semi Annual Report

USAA Treasury Money Market Trust^®

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

www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings	2
Schedule of Portfolio Investments	3
Financial Statements
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	10
Supplemental Information	16
Proxy Voting and Portfolio Holdings Information	16
Expense Example	16
Privacy Policy (inside back cover)

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

1

USAA Mutual Funds Trust
USAA Treasury Money Market Trust November 30, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks maximum current income while maintaining the highest degree of safety and liquidity.

Portfolio Mix:

November 30, 2022

(% of Net Assets)

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

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

2

USAA Mutual Funds Trust
USAA Treasury Money Market Trust Schedule of Portfolio Investments
November 30, 2022

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

Security Description	Principal Amount		Value
U.S. Treasury Obligations (19.7%)
U.S. Treasury Notes 4.37% (USBMMY3M+5bps), 1/31/23 (a)	$	75,000	$	75,022
4.35% (USBMMY3M+3bps), 4/30/23 (a)		50,000		50,055
Total U.S. Treasury Obligations (Cost $125,077)				125,077
Repurchase Agreements (80.0%)
Bank of America Securities, Inc., 3.79%, 12/1/22, purchased on 11/30/22, with a maturity date of 12/1/22, with a value of $90,000 (collateralized by U.S. Treasury Notes, 2.38%, due 5/15/29, with a value of $91,800)		90,000		90,000
Fixed Income Clearing Corporation-State Street Bank & Trust Co., 3.77%, 12/1/22, purchased on 11/30/22, with a maturity date of 12/1/22, with a value of $420,000 (collateralized by U.S. Treasury Inflation Note Index (b), 0.63% – 2.63%, due 1/31/29 – 7/15/32, with a value of $428,400)		420,000		420,000
Total Repurchase Agreements (Cost $510,000)				510,000
Total Investments (Cost $635,077) — 99.7%				635,077
Other assets in excess of liabilities — 0.3%				2,219
NET ASSETS — 100.00%			$	637,296

(a)  Variable or Floating-Rate Security. Rate disclosed is as of November 30, 2022.

(b)  U.S. Treasury inflation-indexed notes — designed to provide a real rate of return after being adjusted over time to reflect the impact of inflation. Their principal value periodically adjusts to the rate of inflation. They trade at the prevailing real, or after inflation, interest rates. The U.S. Treasury guarantees repayment of these securities of at least their face value in the event of sustained deflation or a drop in prices.

bps — Basis points

USBMMY3M — 3 Month Treasury Bill Rate

See notes to financial statements.

3

USAA Mutual Funds Trust Statement of Assets and Liabilities
November 30, 2022

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

	USAA Treasury Money Market Trust
Assets:
Investments, at value (Cost $125,077)	$	125,077
Repurchase agreements, at value (Cost $510,000)		510,000
Cash		1,710
Receivables:
Interest		509
Capital shares issued		268
From Adviser		25
Prepaid expenses		23
Total Assets		637,612
Liabilities:
Payables:
Distributions		5
Capital shares redeemed		83
Accrued expenses and other payables:
Investment advisory fees		67
Administration fees		53
Custodian fees		1
Transfer agent fees		55
Compliance fees		1
Trustees' fees		1
Other accrued expenses		50
Total Liabilities		316
Net Assets:
Capital		637,296
Total accumulated earnings/(loss)		—	(a)
Net Assets	$	637,296
Shares (unlimited number of shares authorized with no par value):		637,297
Net asset value, offering and redemption price per share: (b)	$	1.00

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.

4

USAA Mutual Funds Trust Statement of Operations
For the Six Months Ended November 30, 2022

(Amounts in Thousands)  (Unaudited)

	USAA Treasury Money Market Trust
Investment Income:
Interest	$	7,504
Total Income		7,504
Expenses:
Investment advisory fees		369
Administration fees		295
Sub-Administration fees		9
Custodian fees		2
Transfer agent fees		295
Trustees' fees		24
Compliance fees		3
Legal and audit fees		32
State registration and filing fees		26
Other expenses		44
Total Expenses		1,099
Expenses waived/reimbursed by Adviser		(66	)
Net Expenses		1,033
Net Investment Income		6,471
Change in net assets resulting from operations	$	6,471

See notes to financial statements.

5

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Treasury Money Market Trust
	Six Months Ended November 30, 2022 (Unaudited)			Year Ended May 31, 2022
From Investments:
Operations:
Net Investment Income	$	6,471		$	198
Change in net assets resulting from operations		6,471			198
Change in net assets resulting from distributions to shareholders		(6,471	)		(198	)
Change in net assets resulting from capital transactions		117,315			23,204
Change in net assets		117,315			23,204
Net Assets:
Beginning of period		519,981			496,777
End of period	$	637,296		$	519,981
Capital Transactions:
Proceeds from shares issued	$	247,533		$	145,813
Distributions reinvested		6,457			197
Cost of shares redeemed		(136,675	)		(122,806	)
Change in net assets resulting from capital transactions	$	117,315		$	23,204
Share Transactions:
Issued		247,533			145,813
Reinvested		6,457			197
Redeemed		(136,675	)		(122,806	)
Change in Shares		117,315			23,204

See notes to financial statements.

6

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7

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

			Investment Activities									Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gains (Losses)			Total from Investment Activities			Net Investment Income			Total Distributions
Six Months Ended November 30, 2022 (Unaudited)	$	1.00		0.01	(e)		—			0.01			(0.01	)		(0.01	)
Year Ended May 31: 2022	$	1.00		—	(e)(f)		—			—	(f)		—	(f)		—	(f)
2021	$	1.00		—	(e)(f)		—	(f)		—	(f)		—	(f)		—	(f)
2020	$	1.00		0.01	(e)		—			0.01			(0.01	)		(0.01	)
2019	$	1.00		0.02			—			0.02			(0.02	)		(0.02	)
2018	$	1.00		0.01			—			0.01			(0.01	)		(0.01	)

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

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

(c)  Annualized for periods less than one year.

(d)  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 September 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.

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

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

(g)  Prior to August 1, 2017, USAA Asset Management Company (previous Adviser) voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield.

See notes to financial statements.

8

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period  

						Ratios to Average Net Assets									Supplemental Data
	Net Asset Value, End of Period		Total Return(a)(b)			Net Expenses(c)(d)			Net Investment Income(c)			Gross Expenses(c)			Net Assets, End of Period (000's)
Six Months Ended November 30, 2022 (Unaudited)	$	1.00		1.07	%		0.35	%		2.19	%		0.37	%	$	637,296
Year Ended May 31: 2022	$	1.00		0.04	%		0.11	%		0.04	%		0.37	%	$	519,981
2021	$	1.00		0.03	%		0.12	%		0.03	%		0.38	%	$	496,777
2020	$	1.00		1.23	%		0.33	%		1.21	%		0.34	%	$	543,913
2019	$	1.00		1.88	%		0.35	%		1.88	%		0.35	%	$	4,858,998
2018	$	1.00		0.89	%(g)		0.35	%(g)		0.91	%		0.35	%	$	3,732,359

See notes to financial statements.

9

USAA Mutual Funds Trust Notes to Financial Statements
November 30, 2022

  (Unaudited)

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 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 Treasury Money Market Trust (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a government money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act and as a government money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the 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.

Victory Capital Management ("VCM" or 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 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 (unadjusted) in active markets for identical securities

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

10

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

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

Repurchase agreements are valued at cost.

All securities held in the Fund are short-term debt securities, which are valued pursuant to Rule 2a-7 under the 1940 Act and the Money Market Funds: Procedures to Stabilize Net Asset Value ("the Procedures"). 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 the Procedures to stabilize net assets and valuation procedures approved by the Board.

Repurchase Agreements:

The Fund may enter into repurchase agreements with commercial banks or recognized security dealers pursuant to the terms of a Master Repurchase Agreement. A repurchase agreement is an arrangement wherein the Fund purchases securities and the seller agrees to repurchase the securities at an agreed upon time and at an agreed upon price. The purchased securities are marked-to-market daily to ensure their value is equal to at least 102% of principal including accrued interest and are held by the Fund, either through its regular custodian or through a special "tri-party" custodian that maintains separate accounts for both the Fund and its counterparty, until maturity of the repurchase agreement. Master Repurchase Agreements typically contain netting provisions, which provide for the net settlement of all transactions and collateral with the Fund through a single payment in the event of default or termination. Repurchase agreements are subject to credit risk, and the Fund's Adviser monitors the creditworthiness of sellers with which the Fund may enter into repurchase agreements.

Investments in repurchase agreements as presented on the Schedule of Portfolio Investments are not net settlement amounts but gross. At November 30, 2022, the value of the related collateral exceeded the value of the repurchase agreements, reducing the net settlement amount to zero. Details on the collateral are included on the Schedule of Portfolio Investments.

Investment Transactions and Related Income:

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

Federal Income Taxes:

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 May 31.

For the six months ended November 30, 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.

11

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Allocations:

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

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 Custodian fees.

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 Fund's Investment Adviser fee is accrued daily and paid monthly at an annualized rate of 0.125% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended November 30, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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. Amounts incurred for the six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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's fees for the Fund are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended November 30, 2022, are reflected on the Statement of Operations as Transfer agent fees.

12

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

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

Distributor/Underwriting Services:

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

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended November 30, 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 September 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of November 30, 2022, the expense limit (excluding voluntary waivers) was 0.35%.

Under the terms of the expense limitation agreement, as amended June 29, 2022, 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.

In addition, the Adviser agreed to further reimburse fees in excess of the Fund's expense limit of 0.35%. These voluntary reductions, to the extent necessary, are to maintain a certain minimum net yield of the Fund. Under this agreement to reimburse additional fees, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period 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 November 30, 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 November 30, 2022.

Expires 2023		Expires 2024		Expires 2025		Expires 2026		Total
$	745	$	1,348	$	1,298	$	66	$	3,457

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

4. Risks:

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

Stable Net Asset Value Risk — You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal

13

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

Deposit Insurance Corporation ("FDIC") or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Interest Rate Risk — When interest rates rise, debt security prices generally fall. The opposite also generally is true: debt security prices rise when interest rates fall. Interest rate changes are influenced by a number of factors including government policy, monetary policy, inflation expectations, perceptions of risk, and supply and demand of debt securities. The Fund's yield will vary. A sharp and unexpected rise in interest rates could cause the Fund's share price to drop below a dollar. A low interest rate environment may prevent the Fund from providing a positive yield and could also impair the Fund's ability to maintain a stable net asset value.

Large-Shareholders Risk — The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund's distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund's shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds or 529 college savings plan) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

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 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended November 30, 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 paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from June 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through November 30, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. 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 six months ended November 30, 2022.

14

USAA Mutual Funds Trust Notes to Financial Statements — continued
November 30, 2022

  (Unaudited)

6. Federal Income Tax Information:

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

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

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (loss) will be determined at the end of the current tax year.

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

Short-Term Amount		Total
$	1	$	1

15

USAA Mutual Funds Trust Supplemental Information
November 30, 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 June 1, 2022, through November 30, 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 6/1/22		Actual Ending Account Value 11/30/22		Hypothetical Ending Account Value 11/30/22		Actual Expenses Paid During Period 6/1/22-11/30/22*		Hypothetical Expenses Paid During Period 6/1/22-11/30/22*		Annualized Expense Ratio During Period 6/1/22-11/30/22
$	1,000.00	$	1,010.70	$	1,023.31	$	1.76	$	1.78		0.35	%

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

16

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

23416-0123

Item 2. Code of Ethics.

Not applicable – only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable – only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable – only for annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a)  Not applicable.

(b)  Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)     Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)     Certifications pursuant to Rule 30a-2(b) are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) USAA Mutual Fund Trust

By (Signature and Title)*	/s/ James K. De Vries
	James K. De Vries, Principal Financial Officer

Date February 1, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Christopher K. Dyer
	Christopher K. Dyer, Principal Executive Officer

Date January 27, 2023

By (Signature and Title)*	/s/ James K. De Vries
	James K. De Vries, Principal Financial Officer

Date February 1, 2023

EX-99.CERT

Exhibit 99.CERT

CERTIFICATIONS

I, Christopher K. Dyer, certify that:

1. I have reviewed this report on Form N-CSR of USAA Mutual Funds Trust (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 27, 2023	/s/ Christopher K. Dyer
Date	Christopher K. Dyer
	Principal Executive Officer

CERTIFICATIONS

I, James K. De Vries, certify that:

1. I have reviewed this report on Form N-CSR of USAA Mutual Funds Trust (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 27, 2023	/s/ James K. De Vries
Date	James K. De Vries
	Principal Financial Officer

EX-99.906CERT

Exhibit 99.906CERT

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended November 30, 2022 of USAA Mutual Funds Trust (the “Registrant”).

I, Christopher K. Dyer, the Principal Executive Officer of the Registrant, certify that, to the best of my knowledge:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

January 27, 2023

Date

/s/ Christopher K. Dyer

Christopher K. Dyer

Principal Executive Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended November 30, 2022 of USAA Mutual Funds Trust (the “Registrant”).

I, James K. De Vries, the Principal Financial Officer of the Registrant, certify that, to the best of my knowledge:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

January 27, 2023

Date

/s/ James K. De Vries

James K. De Vries

Principal Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.