N-CSRS 1 tm2232627d1_ncsrs.htm N-CSRS

  

 

  

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM N-CSR

  

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

  

Investment Company Act file number:         811-07852

  

USAA Mutual Funds Trust

(Exact name of registrant as specified in charter)

  

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

  

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

(Name and address of agent for service)

  

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

  

Date of fiscal year end: May 31

  

Date of reporting period: November 30, 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


 

This page is intentionally left blank.

 


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

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


15


 

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

 


16


 

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

 

$

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.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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

Securities Lending:

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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

Foreign Taxes:

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

Federal Income Taxes:

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

   
 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

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.

 


20


 

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 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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

5. Risks:

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

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

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

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

ETF Risk — The Fund may invest in shares of ETFs, which generally are 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.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. 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


 

This page is intentionally left blank.

 


17


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

 


22


 

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

 

$

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.

 


23


 

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
 
$

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.

 


24


 

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)
 
$

   

$

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.

 


25


 

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.

 


26


 

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 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

 


27


 

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.

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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


 

This page is intentionally left blank.

 


13


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

USAA 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
 

  (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

 

$

   

$

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.

 


19


 

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

 


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.

 


22


 

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.

 


23


 

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.

 


25


 

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


 
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

 

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


 
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

 

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


 
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

 

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


 
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

 

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


 
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

 

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


 
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

 

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


 
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

 
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


 
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

 

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


 
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

 
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

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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

 


36


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


37


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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

   

$

   
 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


39


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


40


 

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.

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.

 


41


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


42


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


43


 

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.

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.

 


24


 

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

 

$

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.

 


28


 

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.

 


31


 

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


 
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

 

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


 
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

 

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


 
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 (0.6%):

 

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


 
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 (0.9%):

 

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


 
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

 

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


 
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

 

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


 
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

 

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


 
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 (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


 
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

 

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


 
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 (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


 
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

 

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

 


32


 

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 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.

 


33


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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

 


34


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


36


 

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 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.

 


37


 

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 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.

 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


39


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
November 30, 2022
 

  (Unaudited)

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.

 


40


 

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

   

$

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


 

This page is intentionally left blank.

 


7


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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