N-CSRS 1 tm234571d1_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, Building Two, San Antonio, Texas  78256
(Address of principal executive offices)  (Zip code)

  

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

(Name and address of agent for service)

  

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

  

Date of fiscal year end: July 31

  

Date of reporting period: January 31, 2023

  

 

  

  

 

  

  

  

Item 1. Reports to Stockholders.

  

 

  

  

  

 

January 31, 2023

Semi Annual Report

USAA Capital Growth Fund

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


 

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, 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

   

23

   

Statement of Operations

   

24

   

Statements of Changes in Net Assets

   

25

   

Financial Highlights

   

26

   

Notes to Financial Statements

   

28

   

Supplemental Information

   

37

   

Proxy Voting and Portfolio Holdings Information

   

37

   

Expense Examples

   

37

   

Advisory Contract Approval

    38    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Apple, Inc.

   

3.1

%

 

Microsoft Corp.

   

1.3

%

 

Exxon Mobil Corp.

   

1.2

%

 

UnitedHealth Group, Inc.

   

1.1

%

 

LVMH Moet Hennessy Louis Vuitton SE

   

1.1

%

 

Lockheed Martin Corp.

   

1.1

%

 

Berkshire Hathaway, Inc. Class B

   

1.1

%

 

Amgen, Inc.

   

1.0

%

 

Merck & Co., Inc.

   

1.0

%

 

Nestle SA Registered Shares

   

1.0

%

 

Sector Allocation*:

January 31, 2023

(% 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 Capital Growth Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.2%)

 

Australia (2.6%):

 

Consumer Discretionary (0.3%):

 

Aristocrat Leisure Ltd.

   

90,389

   

$

2,182

   

Energy (0.1%):

 

Santos Ltd.

   

91,595

     

467

   

Woodside Energy Group Ltd.

   

25,144

     

651

   
     

1,118

   

Financials (0.6%):

 

Macquarie Group Ltd.

   

23,087

     

3,079

   

National Australia Bank Ltd.

   

63,689

     

1,437

   

QBE Insurance Group Ltd.

   

49,478

     

483

   
     

4,999

   

Health Care (0.4%):

 

CSL Ltd.

   

15,717

     

3,318

   

Industrials (0.1%):

 

Qantas Airways Ltd. (a)

   

119,754

     

540

   

Materials (0.7%):

 

BHP Group Ltd.

   

109,653

     

3,840

   

Mineral Resources Ltd.

   

11,059

     

700

   

Rio Tinto Ltd.

   

10,533

     

945

   
     

5,485

   

Real Estate (0.4%):

 

Charter Hall Group

   

50,365

     

496

   

Goodman Group

   

34,097

     

486

   

Scentre Group

   

974,628

     

2,114

   
     

3,096

   
     

20,738

   

Austria (0.1%):

 

Industrials (0.1%):

 

ANDRITZ AG

   

11,637

     

696

   

Belgium (0.2%):

 

Information Technology (0.2%):

 

Melexis NV

   

16,114

     

1,716

   

Brazil (0.4%):

 

Consumer Discretionary (0.1%):

 

Cury Construtora e Incorporadora SA

   

122,900

     

327

   

Lojas Renner SA

   

49,600

     

211

   

Vibra Energia SA

   

61,400

     

199

   
     

737

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Consumer Staples (0.1%):

 

Sao Martinho SA

   

43,200

   

$

213

   

Sendas Distribuidora SA

   

74,311

     

287

   
     

500

   

Financials (0.0%): (b)

 

Banco ABC Brasil SA Preference Shares

   

77,000

     

291

   

Industrials (0.1%):

 

Santos Brasil Participacoes SA

   

208,500

     

362

   

SIMPAR SA

   

137,616

     

211

   
     

573

   

Materials (0.0%): (b)

 

Metalurgica Gerdau SA

   

96,800

     

276

   

Real Estate (0.1%):

 

Multiplan Empreendimentos Imobiliarios SA

   

83,000

     

389

   

Utilities (0.0%): (b)

 

Neoenergia SA

   

83,200

     

247

   
     

3,013

   

Canada (2.3%):

 

Consumer Staples (0.3%):

 

Alimentation Couche-Tard, Inc.

   

59,430

     

2,714

   

Energy (0.1%):

 

Parex Resources, Inc.

   

64,181

     

1,093

   

Financials (0.9%):

 

Manulife Financial Corp.

   

124,557

     

2,465

   

National Bank of Canada

   

18,565

     

1,394

   

The Toronto-Dominion Bank

   

49,536

     

3,428

   
     

7,287

   

Industrials (0.3%):

 

Canadian Pacific Railway Ltd.

   

31,543

     

2,490

   

Information Technology (0.4%):

 

Constellation Software, Inc.

   

1,786

     

3,156

   

Materials (0.3%):

 

Aginco Eagle Mines Ltd.

   

37,310

     

2,107

   
     

18,847

   

Chile (0.1%):

 

Consumer Staples (0.1%):

 

SMU SA

   

2,182,814

     

339

   

Industrials (0.0%): (b)

 

Quinenco SA

   

46,521

     

162

   

Materials (0.0%): (b)

 

CAP SA

   

36,418

     

337

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Real Estate (0.0%): (b)

 

Parque Arauco SA

   

212,731

   

$

274

   
     

1,112

   

China (0.5%):

 

Communication Services (0.2%):

 

Tencent Holdings Ltd.

   

32,800

     

1,598

   

Consumer Discretionary (0.0%): (b)

 

Hisense Home Appliances Group Co. Ltd. Class A

   

130,100

     

331

   

Meituan Class B (a) (c)

   

3,280

     

73

   
     

404

   

Consumer Staples (0.0%): (b)

 

Chenguang Biotech Group Co. Ltd. Class A

   

90,500

     

249

   

Health Care (0.1%):

 

Amoy Diagnostics Co. Ltd. Class A

   

38,160

     

163

   

Hygeia Healthcare Holdings Co. Ltd. (a) (c)

   

31,400

     

249

   
     

412

   

Information Technology (0.1%):

 

AsiaInfo Technologies Ltd. (c)

   

236,000

     

436

   

WUS Printed Circuit Kunshan Co. Ltd. Class A

   

190,840

     

361

   
     

797

   

Materials (0.0%): (b)

 

Fufeng Group Ltd.

   

408,000

     

286

   

Real Estate (0.1%):

 

CIFI Ever Sunshine Services Group Ltd.

   

605,117

     

332

   

Seazen Group Ltd. (a)

   

502,000

     

196

   
     

528

   
     

4,274

   

Cyprus (0.0%): (b)

 

Materials (0.0%):

 

Tharisa PLC

   

190,445

     

246

   

Denmark (1.1%):

 

Consumer Discretionary (0.3%):

 

Pandora A/S

   

25,822

     

2,151

   

Health Care (0.8%):

 

Novo Nordisk A/S Class B

   

47,640

     

6,594

   

Industrials (0.0%): (b)

 

AP Moller — Maersk A/S Class B

   

230

     

500

   
     

9,245

   

Finland (0.1%):

 

Information Technology (0.1%):

 

Nokia Oyj

   

110,671

     

525

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Utilities (0.0%): (b)

 

Fortum Oyj

   

33,887

   

$

509

   
     

1,034

   

France (3.4%):

 

Communication Services (0.1%):

 

Publicis Groupe SA

   

10,949

     

772

   

Consumer Discretionary (1.4%):

 

La Francaise des Jeux SAEM (c)

   

55,973

     

2,395

   

LVMH Moet Hennessy Louis Vuitton SE

   

10,457

     

9,127

   
     

11,522

   

Consumer Staples (0.1%):

 

Pernod Ricard SA

   

4,539

     

940

   

Energy (0.1%):

 

Gaztransport Et Technigaz SA

   

9,957

     

1,101

   

Financials (0.2%):

 

AXA SA

   

29,719

     

927

   

BNP Paribas SA

   

13,093

     

899

   
     

1,826

   

Health Care (0.1%):

 

EssilorLuxottica SA

   

2,437

     

447

   

Industrials (0.6%):

 

Cie de Saint-Gobain

   

13,475

     

774

   

Eiffage SA

   

5,340

     

570

   

Rexel SA

   

22,768

     

504

   

Safran SA

   

17,809

     

2,560

   

Teleperformance

   

1,443

     

401

   
     

4,809

   

Information Technology (0.4%):

 

Capgemini SE

   

15,234

     

2,891

   

Edenred

   

8,788

     

479

   
     

3,370

   

Materials (0.3%):

 

Arkema SA

   

26,142

     

2,645

   

Real Estate (0.1%):

 

Klepierre SA

   

15,972

     

405

   
     

27,837

   

Germany (2.1%):

 

Communication Services (0.2%):

 

Deutsche Telekom AG

   

64,136

     

1,429

   

Consumer Discretionary (0.3%):

 

Mercedes-Benz Group AG

   

12,289

     

914

   

Volkswagen AG Preference Shares

   

11,755

     

1,630

   
     

2,544

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Energy (0.1%):

 

VERBIO Vereinigte BioEnergie AG

   

7,379

   

$

465

   

Financials (0.5%):

 

Allianz SE Registered Shares

   

13,681

     

3,271

   

Hannover Rueck SE

   

3,331

     

676

   
     

3,947

   

Health Care (0.2%):

 

Bayer AG Registered Shares

   

13,601

     

847

   

Merck KGaA

   

5,320

     

1,110

   
     

1,957

   

Industrials (0.2%):

 

Brenntag SE

   

7,172

     

535

   

Daimler Truck Holding AG (a)

   

13,782

     

463

   

MTU Aero Engines AG

   

2,015

     

504

   
     

1,502

   

Information Technology (0.5%):

 

Infineon Technologies AG

   

25,054

     

902

   

SAP SE

   

25,882

     

3,068

   
     

3,970

   

Utilities (0.1%):

 

RWE AG

   

25,742

     

1,146

   
     

16,960

   

Greece (0.1%):

 

Financials (0.0%): (b)

 

National Bank of Greece SA (a)

   

90,733

     

431

   

Industrials (0.1%):

 

Mytilineos SA

   

20,748

     

537

   
     

968

   

Hong Kong (0.9%):

 

Consumer Discretionary (0.1%):

 
EC Healthcare    

252,000

     

303

   

Tam Jai International Co. Ltd.

   

542,000

     

185

   
     

488

   

Consumer Staples (0.0%): (b)

 

WH Group Ltd. (c)

   

552,000

     

340

   

Financials (0.2%):

 

AIA Group Ltd.

   

126,000

     

1,425

   

BOC Hong Kong Holdings Ltd.

   

134,500

     

470

   
     

1,895

   

Industrials (0.1%):

 

China State Construction Development Holdings Ltd.

   

918,000

     

249

   

CK Hutchison Holdings Ltd.

   

78,000

     

496

   
     

745

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.1%):

 

BOE Varitronix Ltd.

   

158,000

   

$

376

   

Materials (0.0%): (b)

 

Shougang Fushan Resources Group Ltd.

   

818,000

     

296

   

Real Estate (0.4%):

 

CK Asset Holdings Ltd.

   

460,000

     

2,941

   
     

7,081

   

India (0.9%):

 

Consumer Discretionary (0.1%):

 

Asahi India Glass Ltd.

   

56,148

     

350

   

Raymond Ltd.

   

21,945

     

411

   
     

761

   

Consumer Staples (0.0%): (b)

 

Dabur India Ltd.

   

49,313

     

337

   

Financials (0.2%):

 

Cholamandalam Investment & Finance Co. Ltd.

   

40,771

     

353

   

City Union Bank Ltd.

   

164,795

     

320

   

Home First Finance Co. India Ltd. (a) (c)

   

37,527

     

340

   

Manappuram Finance Ltd.

   

348,790

     

492

   

Ujjivan Small Finance Bank Ltd. (a) (c)

   

751,379

     

266

   
     

1,771

   

Health Care (0.1%):

 

JB Chemicals & Pharmaceuticals Ltd.

   

10,874

     

272

   

Narayana Hrudayalaya Ltd.

   

30,501

     

271

   
     

543

   

Industrials (0.2%):

 

Ashoka Buildcon Ltd. (a)

   

444,406

     

452

   

Blue Star Ltd.

   

18,677

     

281

   

Craftsman Automation Ltd.

   

12,216

     

476

   

GMM Pfaudler Ltd.

   

13,450

     

271

   
     

1,480

   

Information Technology (0.1%):

 

KPIT Technologies Ltd.

   

34,887

     

327

   

WNS Holdings Ltd., ADR (a)

   

3,666

     

311

   
     

638

   

Materials (0.1%):

 

APL Apollo Tubes Ltd.

   

22,748

     

319

   

Finolex Industries Ltd.

   

170,341

     

360

   

JK Paper Ltd.

   

53,226

     

269

   

Supreme Industries Ltd.

   

12,200

     

378

   
     

1,326

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Utilities (0.1%):

 

CESC Ltd. (a)

   

366,779

   

$

325

   

PTC India Ltd.

   

276,193

     

325

   
     

650

   
     

7,506

   

Indonesia (0.2%):

 

Consumer Discretionary (0.1%):

 

PT Mitra Adiperkasa Tbk (a)

   

4,325,100

     

376

   

Consumer Staples (0.0%): (b)

 

PT Industri Jamu Dan Farmasi Sido Muncul Tbk

   

4,680,500

     

236

   

Financials (0.1%):

 

PT Bank CIMB Niaga Tbk

   

4,500,500

     

355

   

PT Bank Tabungan Pensiunan Nasional Syariah Tbk

   

1,581,900

     

270

   
     

625

   

Real Estate (0.0%): (b)

 

PT Puradelta Lestari Tbk

   

24,920,300

     

276

   
     

1,513

   

Ireland (0.4%):

 

Information Technology (0.4%):

 

Accenture PLC Class A

   

10,957

     

3,058

   

Israel (0.2%):

 

Financials (0.0%): (b)

 

Bank Leumi Le-Israel BM

   

45,744

     

404

   

Health Care (0.1%):

 

Inmode Ltd. (a)

   

12,660

     

444

   

Information Technology (0.1%):

 

Nice Ltd. (a)

   

2,440

     

505

   
     

1,353

   

Italy (0.5%):

 

Industrials (0.1%):

 

Leonardo SpA

   

48,535

     

500

   

Utilities (0.4%):

 

Enel SpA

   

289,205

     

1,702

   

Iren SpA

   

157,285

     

285

   

Snam SpA

   

304,401

     

1,550

   
     

3,537

   
     

4,037

   

Japan (6.2%):

 

Communication Services (0.6%):

 

Capcom Co. Ltd.

   

62,300

     

2,019

   

Kakaku.com, Inc.

   

64,200

     

1,070

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Nintendo Co. Ltd.

   

10,600

   

$

460

   

Nippon Telegraph & Telephone Corp.

   

34,800

     

1,044

   
     

4,593

   

Consumer Discretionary (0.9%):

 

Bandai Namco Holdings, Inc.

   

5,700

     

381

   

Isuzu Motors Ltd.

   

65,500

     

828

   

Rinnai Corp.

   

5,200

     

411

   

Subaru Corp.

   

28,700

     

472

   

Toyota Motor Corp.

   

256,900

     

3,773

   

ZOZO, Inc.

   

50,600

     

1,312

   
     

7,177

   

Consumer Staples (0.3%):

 

Ajinomoto Co., Inc.

   

23,800

     

785

   

Seven & i Holdings Co. Ltd.

   

14,600

     

689

   

Toyo Suisan Kaisha Ltd.

   

30,600

     

1,265

   
     

2,739

   

Financials (1.0%):

 

Mitsubishi UFJ Financial Group, Inc.

   

394,200

     

2,888

   

Mizuho Financial Group, Inc.

   

50,920

     

796

   

ORIX Corp.

   

30,200

     

531

   

Sumitomo Mitsui Financial Group, Inc.

   

25,800

     

1,121

   

Tokio Marine Holdings, Inc.

   

126,700

     

2,654

   
     

7,990

   

Health Care (0.7%):

 

Hoya Corp.

   

23,000

     

2,529

   

Nippon Shinyaku Co. Ltd.

   

7,000

     

360

   

Olympus Corp.

   

25,100

     

472

   

Ono Pharmaceutical Co. Ltd.

   

27,600

     

599

   

Shionogi & Co. Ltd.

   

33,400

     

1,592

   
     

5,552

   

Industrials (1.7%):

 

Fuji Electric Co. Ltd.

   

62,300

     

2,522

   

Hitachi Ltd.

   

9,000

     

472

   

ITOCHU Corp.

   

36,200

     

1,170

   

Komatsu Ltd.

   

30,600

     

752

   

MISUMI Group, Inc.

   

59,400

     

1,495

   

Mitsubishi Heavy Industries Ltd.

   

43,700

     

1,714

   

Mitsui & Co. Ltd.

   

32,200

     

950

   

NIPPON EXPRESS HOLDINGS, Inc.

   

9,600

     

557

   

Nippon Yusen KK (d)

   

71,100

     

1,692

   

OKUMA Corp.

   

20,400

     

827

   

Sanwa Holdings Corp.

   

191,000

     

2,022

   
     

14,173

   

Information Technology (0.7%):

 

Advantest Corp.

   

7,700

     

552

   

Canon, Inc.

   

17,900

     

397

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Fujitsu Ltd.

   

19,300

   

$

2,748

   

TDK Corp.

   

18,800

     

672

   

Ulvac, Inc.

   

30,500

     

1,427

   
     

5,796

   

Materials (0.1%):

 

Shin-Etsu Chemical Co. Ltd.

   

4,000

     

590

   

Tosoh Corp.

   

37,600

     

492

   
     

1,082

   

Real Estate (0.1%):

 

Mitsui Fudosan Co. Ltd.

   

26,300

     

493

   

Utilities (0.1%):

 

Tokyo Gas Co. Ltd.

   

40,800

     

854

   
     

50,449

   

Korea, Republic Of (0.7%):

 

Communication Services (0.1%):

 

JYP Entertainment Corp.

   

10,074

     

597

   

Consumer Discretionary (0.1%):

 

Danawa Co. Ltd. (a)

   

9,672

     

123

   

Handsome Co. Ltd.

   

17,216

     

384

   

Shinsegae, Inc.

   

2,046

     

386

   
     

893

   

Consumer Staples (0.1%):

 

BGF retail Co. Ltd.

   

2,019

     

306

   

Financials (0.1%):

 

DGB Financial Group, Inc.

   

45,140

     

293

   

JB Financial Group Co. Ltd.

   

37,633

     

311

   

KIWOOM Securities Co. Ltd.

   

4,266

     

342

   
     

946

   

Health Care (0.1%):

 

Daewoong Pharmaceutical Co. Ltd.

   

2,211

     

274

   

Hugel, Inc. (a)

   

3,487

     

403

   

InBody Co. Ltd.

   

12,563

     

227

   

I-Sens, Inc.

   

5,853

     

167

   
     

1,071

   

Industrials (0.1%):

 

CJ Corp.

   

4,407

     

296

   

Hanwha Aerospace Co. Ltd.

   

5,402

     

354

   
     

650

   

Information Technology (0.1%):

 

Hana Materials, Inc.

   

11,168

     

345

   

Innox Advanced Materials Co. Ltd.

   

14,544

     

371

   

Samwha Capacitor Co. Ltd.

   

11,147

     

352

   
     

1,068

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Materials (0.0%): (b)

 

PI Advanced Materials Co. Ltd.

   

9,579

   

$

267

   
     

5,798

   

Luxembourg (0.2%):

 

Energy (0.1%):

 

Tenaris SA

   

41,547

     

736

   

Health Care (0.1%):

 

Eurofins Scientific SE

   

5,977

     

429

   
     

1,165

   

Malaysia (0.1%):

 

Consumer Discretionary (0.0%): (b)

 

Bermaz Auto Bhd

   

688,800

     

351

   

Financials (0.1%):

 

Hong Leong Financial Group Bhd

   

85,000

     

369

   

Materials (0.0%): (b)

 

Evergreen Fibreboard Bhd

   

2,544,100

     

237

   
     

957

   

Mexico (0.2%):

 

Consumer Discretionary (0.1%):

 

Alsea SAB de CV (a)

   

153,537

     

366

   

Financials (0.1%):

 

Regional SAB de CV (d)

   

66,157

     

571

   

Real Estate (0.0%): (b)

 

Prologis Property Mexico SA de CV

   

110,420

     

359

   
     

1,296

   

Netherlands (1.9%):

 

Communication Services (0.3%):

 

Koninklijke KPN NV

   

795,090

     

2,718

   

Consumer Staples (0.2%):

 

Heineken NV

   

4,869

     

487

   

Koninklijke Ahold Delhaize NV

   

33,579

     

1,002

   
     

1,489

   

Financials (0.5%):

 

ING Groep NV

   

244,525

     

3,540

   

NN Group NV

   

11,972

     

520

   
     

4,060

   

Health Care (0.1%):

 

QIAGEN NV (a)

   

11,517

     

562

   

Industrials (0.0%): (b)

 

Signify NV (c)

   

9,587

     

347

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Information Technology (0.4%):

 

ASM International NV

   

6,946

   

$

2,349

   

STMicroelectronics NV

   

22,867

     

1,076

   
     

3,425

   

Materials (0.4%):

 

LyondellBasell Industries NV Class A

   

30,821

     

2,980

   

Real Estate (0.0%): (b)

 

NEPI Rockcastle NV

   

1

     

(e)

 
     

15,581

   

New Zealand (0.1%):

 

Health Care (0.1%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

64,001

     

1,050

   

Norway (0.3%):

 

Consumer Staples (0.1%):

 

Mowi ASA

   

25,844

     

478

   

Energy (0.1%):

 

Aker BP ASA

   

16,948

     

516

   

Equinor ASA

   

13,379

     

408

   
     

924

   

Financials (0.0%): (b)

 

SpareBank 1 SMN

   

31,558

     

403

   

Materials (0.1%):

 

Yara International ASA

   

12,230

     

544

   
     

2,349

   

Russian Federation (0.0%): (b)

 

Consumer Discretionary (0.0%):

 

Detsky Mir PJSC (a) (c) (f) (g)

   

214,920

     

3

   

Financials (0.0%):

 

Bank St Petersburg PJSC (f) (g)

   

372,110

     

3

   

Industrials (0.0%):

 

Globaltrans Investment PLC Registered Shares, GDR (a) (f)

   

54,896

     

2

   
     

8

   

Saudi Arabia (0.1%):

 

Energy (0.1%):

 

Aldrees Petroleum and Transport Services Co.

   

25,325

     

539

   

Singapore (0.3%):

 

Consumer Staples (0.1%):

 

Wilmar International Ltd.

   

272,600

     

848

   

Financials (0.1%):

 

DBS Group Holdings Ltd.

   

29,000

     

794

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Utilities (0.1%):

 

Sembcorp Industries Ltd.

   

215,300

   

$

594

   
     

2,236

   

South Africa (0.0%): (b)

 

Industrials (0.0%):

 

The Bidvest Group Ltd.

   

27,083

     

350

   

Spain (0.8%):

 

Energy (0.1%):

 

Repsol SA

   

28,503

     

468

   

Financials (0.5%):

 

Banco Bilbao Vizcaya Argentaria SA

   

440,500

     

3,111

   

Banco Santander SA

   

208,261

     

728

   

Bankinter SA

   

68,533

     

494

   
     

4,333

   

Utilities (0.2%):

 

Corp. ACCIONA Energias Renovables SA

   

16,040

     

656

   

Iberdrola SA

   

56,087

     

658

   
     

1,314

   
     

6,115

   

Sweden (0.9%):

 

Consumer Discretionary (0.1%):

 

Evolution AB (c)

   

6,605

     

743

   

Industrials (0.7%):

 

Atlas Copco AB Class B

   

316,801

     

3,343

   

Nibe Industrier AB Class B

   

175,340

     

1,895

   

Volvo AB Class B

   

28,835

     

572

   
     

5,810

   

Materials (0.1%):

 

Boliden AB

   

14,205

     

638

   
     

7,191

   

Switzerland (3.8%):

 

Consumer Discretionary (0.2%):

 

Cie Financiere Richemont SA Registered Shares

   

9,056

     

1,397

   

Consumer Staples (1.2%):

 

Coca-Cola HBC AG

   

85,720

     

2,083

   

Nestle SA Registered Shares

   

64,720

     

7,899

   
     

9,982

   

Financials (0.8%):

 

Julius Baer Group Ltd.

   

11,012

     

707

   

Partners Group Holding AG

   

1,094

     

1,027

   

Swiss Life Holding AG

   

1,082

     

640

   

UBS Group AG

   

176,705

     

3,773

   
     

6,147

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Health Care (1.3%):

 

Novartis AG Registered Shares

   

61,277

   

$

5,542

   

Roche Holding AG

   

17,482

     

5,459

   
     

11,001

   

Industrials (0.1%):

 

ABB Ltd. Registered Shares

   

14,738

     

513

   

Materials (0.2%):

 

Glencore PLC

   

145,347

     

973

   

Holcim AG

   

11,117

     

665

   
     

1,638

   
     

30,678

   

Taiwan (0.7%):

 

Consumer Discretionary (0.1%):

 

Fulgent Sun International Holding Co. Ltd.

   

49,000

     

217

   

Tong Yang Industry Co. Ltd.

   

204,000

     

308

   
     

525

   

Health Care (0.1%):

 

Lotus Pharmaceutical Co. Ltd.

   

32,000

     

255

   

Pegavision Corp.

   

19,000

     

289

   

Universal Vision Biotechnology Co. Ltd.

   

35,350

     

386

   
     

930

   

Industrials (0.1%):

 

Chicony Power Technology Co. Ltd.

   

179,000

     

461

   

Symtek Automation Asia Co. Ltd.

   

87,000

     

269

   

Turvo International Co. Ltd.

   

62,000

     

209

   
     

939

   

Information Technology (0.3%):

 

Gold Circuit Electronics Ltd.

   

171,400

     

503

   

King Yuan Electronics Co. Ltd.

   

338,000

     

434

   

Macronix International Co. Ltd.

   

378,000

     

454

   

Sigurd Microelectronics Corp.

   

206,000

     

351

   

Tripod Technology Corp.

   

101,000

     

334

   

Wiwynn Corp.

   

15,000

     

377

   

Zhen Ding Technology Holding Ltd.

   

101,000

     

373

   
     

2,826

   

Materials (0.1%):

 

Taiwan Hon Chuan Enterprise Co. Ltd.

   

155,000

     

464

   
     

5,684

   

Thailand (0.2%):

 

Consumer Discretionary (0.0%): (b)

 

AAPICO Hitech PCL

   

265,700

     

267

   

Financials (0.1%):

 

AEON Thana Sinsap Thailand PCL-NVDR

   

65,500

     

397

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Health Care (0.0%): (b)

 

Mega Lifesciences PCL

   

173,300

   

$

275

   

Industrials (0.0%): (b)

 

STARK Corp. PCL-NVDR (a)

   

2,235,300

     

203

   

Real Estate (0.1%):

 

AP Thailand PCL

   

1,756,800

     

635

   
     

1,777

   

United Arab Emirates (0.0%): (b)

 

Industrials (0.0%):

 

RAS Al Khaimah Ceramics

   

365,205

     

278

   

United Kingdom (5.3%):

 

Communication Services (0.1%):

 

Informa PLC

   

64,318

     

532

   

WPP PLC

   

32,723

     

382

   
     

914

   

Consumer Discretionary (0.4%):

 

JD Sports Fashion PLC

   

492,687

     

993

   

Next PLC

   

16,141

     

1,321

   

Stellantis NV

   

86,304

     

1,357

   
     

3,671

   

Consumer Staples (0.8%):

 

Diageo PLC

   

67,428

     

2,948

   

Imperial Brands PLC

   

102,261

     

2,565

   

Reckitt Benckiser Group PLC

   

6,642

     

473

   

Tesco PLC

   

234,076

     

711

   
     

6,697

   

Energy (1.1%):

 
BP PLC    

699,385

     

4,224

   

Harbour Energy PLC

   

88,930

     

344

   

Shell PLC

   

162,224

     

4,761

   
     

9,329

   

Financials (1.0%):

 
3i Group PLC    

57,221

     

1,116

   

Barclays PLC

   

840,056

     

1,931

   

HSBC Holdings PLC

   

376,821

     

2,776

   

Legal & General Group PLC

   

450,914

     

1,418

   

Standard Chartered PLC

   

120,238

     

1,010

   
     

8,251

   

Health Care (0.3%):

 

AstraZeneca PLC

   

13,470

     

1,765

   

CVS Group PLC

   

24,301

     

604

   
     

2,369

   

Industrials (0.5%):

 

Ashtead Group PLC

   

48,879

     

3,219

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

BAE Systems PLC

   

44,747

   

$

473

   

RS GROUP PLC

   

38,429

     

447

   
     

4,139

   

Information Technology (0.1%):

 

The Sage Group PLC

   

46,929

     

451

   

Materials (0.8%):

 

Anglo American PLC

   

12,412

     

535

   

Croda International PLC

   

13,991

     

1,192

   

Pan African Resources PLC

   

1,432,067

     

292

   

Rio Tinto PLC

   

59,061

     

4,624

   
     

6,643

   

Real Estate (0.1%):

 

Safestore Holdings PLC

   

39,370

     

490

   

Utilities (0.1%):

 

Drax Group PLC

   

52,936

     

423

   
     

43,377

   

United States (61.3%):

 

Communication Services (4.5%):

 

Alphabet, Inc. Class C (a)

   

77,771

     

7,767

   

AT&T, Inc.

   

331,228

     

6,747

   

Comcast Corp. Class A

   

96,050

     

3,779

   

Match Group, Inc. (a)

   

45,122

     

2,442

   

Meta Platforms, Inc. Class A (a)

   

31,550

     

4,700

   

Sirius XM Holdings, Inc. (d)

   

749,711

     

4,341

   

T-Mobile U.S., Inc. (a)

   

20,026

     

2,990

   

Verizon Communications, Inc.

   

88,665

     

3,686

   
     

36,452

   

Consumer Discretionary (4.9%):

 

AutoZone, Inc. (a)

   

2,173

     

5,300

   

Best Buy Co., Inc.

   

31,339

     

2,780

   

Dollar General Corp.

   

10,703

     

2,500

   

Ford Motor Co.

   

195,359

     

2,639

   

General Motors Co.

   

69,295

     

2,725

   

Genuine Parts Co.

   

14,359

     

2,410

   

Lennar Corp. Class A

   

30,182

     

3,091

   

Lowe's Cos., Inc.

   

15,013

     

3,126

   

McDonald's Corp.

   

12,891

     

3,447

   

O'Reilly Automotive, Inc. (a)

   

6,602

     

5,231

   

Samsonite International SA (a) (c)

   

108,000

     

322

   

Target Corp.

   

13,211

     

2,274

   

The Home Depot, Inc.

   

12,367

     

4,009

   
     

39,854

   

Consumer Staples (3.1%):

 

Altria Group, Inc.

   

130,276

     

5,868

   

Colgate-Palmolive Co.

   

35,597

     

2,653

   

General Mills, Inc.

   

35,678

     

2,796

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

PepsiCo, Inc.

   

20,568

   

$

3,517

   

Philip Morris International, Inc.

   

32,449

     

3,382

   

The Hershey Co.

   

12,465

     

2,800

   

Tyson Foods, Inc. Class A

   

34,150

     

2,245

   

Walgreens Boots Alliance, Inc.

   

55,442

     

2,044

   
     

25,305

   

Energy (3.6%):

 

Chevron Corp.

   

21,714

     

3,779

   

ConocoPhillips

   

24,961

     

3,042

   

Devon Energy Corp.

   

34,397

     

2,175

   

EOG Resources, Inc.

   

18,635

     

2,465

   

Exxon Mobil Corp.

   

83,307

     

9,665

   

Marathon Oil Corp.

   

80,025

     

2,198

   

Marathon Petroleum Corp.

   

23,282

     

2,992

   

Valero Energy Corp.

   

19,934

     

2,791

   
     

29,107

   

Financials (8.1%):

 

American Express Co.

   

18,818

     

3,292

   

Annaly Capital Management, Inc.

   

4,825

     

113

   

Aon PLC Class A

   

8,957

     

2,854

   

Arch Capital Group Ltd. (a)

   

46,001

     

2,960

   

Berkshire Hathaway, Inc. Class B (a)

   

28,080

     

8,747

   

Capital One Financial Corp.

   

26,130

     

3,109

   

Citigroup, Inc.

   

61,098

     

3,191

   

FactSet Research Systems, Inc.

   

5,514

     

2,332

   

JPMorgan Chase & Co.

   

33,022

     

4,622

   

LPL Financial Holdings, Inc.

   

10,293

     

2,441

   

M&T Bank Corp.

   

15,357

     

2,396

   

Marsh & McLennan Cos., Inc.

   

16,946

     

2,964

   

MetLife, Inc.

   

38,158

     

2,786

   

Morgan Stanley

   

34,414

     

3,350

   

MSCI, Inc.

   

4,862

     

2,584

   

Prudential Financial, Inc.

   

25,772

     

2,704

   

Raymond James Financial, Inc.

   

20,694

     

2,334

   

Regions Financial Corp.

   

110,817

     

2,609

   

T. Rowe Price Group, Inc.

   

11,129

     

1,296

   

The Goldman Sachs Group, Inc.

   

8,342

     

3,052

   

The Progressive Corp.

   

22,801

     

3,109

   

W.R. Berkley Corp.

   

37,239

     

2,612

   
     

65,457

   

Health Care (11.1%):

 

AbbVie, Inc.

   

50,312

     

7,434

   

AmerisourceBergen Corp.

   

17,264

     

2,917

   

Amgen, Inc.

   

33,754

     

8,520

   

Biogen, Inc. (a)

   

9,167

     

2,667

   

Bristol-Myers Squibb Co.

   

87,121

     

6,329

   

Cigna Corp.

   

19,757

     

6,256

   

CVS Health Corp.

   

32,485

     

2,866

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Elevance Health, Inc.

   

12,880

   

$

6,440

   

Eli Lilly & Co.

   

21,661

     

7,455

   

Gilead Sciences, Inc.

   

37,082

     

3,113

   

IDEXX Laboratories, Inc. (a)

   

5,874

     

2,822

   

Johnson & Johnson

   

26,235

     

4,287

   

McKesson Corp.

   

7,880

     

2,984

   

Merck & Co., Inc.

   

74,978

     

8,053

   

Mettler-Toledo International, Inc. (a)

   

1,728

     

2,649

   

Pfizer, Inc.

   

79,789

     

3,523

   

UnitedHealth Group, Inc.

   

18,658

     

9,314

   

Waters Corp. (a)

   

7,411

     

2,435

   
     

90,064

   

Industrials (7.0%):

 

3M Co.

   

22,164

     

2,551

   

Carlisle Cos., Inc.

   

10,461

     

2,624

   

Cintas Corp.

   

5,793

     

2,571

   

Cummins, Inc.

   

10,949

     

2,732

   

Fastenal Co.

   

48,587

     

2,456

   

FedEx Corp.

   

12,733

     

2,468

   

General Dynamics Corp.

   

22,799

     

5,314

   

Illinois Tool Works, Inc.

   

11,717

     

2,766

   

Lockheed Martin Corp.

   

19,141

     

8,867

   

Masco Corp.

   

47,021

     

2,502

   

Northrop Grumman Corp.

   

5,644

     

2,529

   

Otis Worldwide Corp.

   

30,668

     

2,522

   

PACCAR, Inc.

   

52,632

     

5,753

   

Republic Services, Inc.

   

20,437

     

2,551

   

United Parcel Service, Inc. Class B

   

17,434

     

3,229

   

W.W. Grainger, Inc.

   

8,817

     

5,197

   
     

56,632

   

Information Technology (13.0%):

 

Adobe, Inc. (a)

   

8,799

     

3,259

   

Apple, Inc.

   

174,384

     

25,162

   

Automatic Data Processing, Inc.

   

11,775

     

2,659

   

Broadcom, Inc.

   

6,678

     

3,907

   

Cisco Systems, Inc.

   

147,817

     

7,194

   

Cognizant Technology Solutions Corp. Class A

   

45,371

     

3,028

   

Enphase Energy, Inc. (a)

   

8,900

     

1,970

   

Fair Isaac Corp. (a)

   

8,046

     

5,358

   

HP, Inc.

   

167,194

     

4,872

   

Intel Corp.

   

100,610

     

2,843

   

International Business Machines Corp.

   

43,390

     

5,846

   

Micron Technology, Inc.

   

44,358

     

2,675

   

Microsoft Corp.

   

42,496

     

10,531

   

Motorola Solutions, Inc.

   

10,704

     

2,751

   

ON Semiconductor Corp. (a)

   

33,531

     

2,463

   

Oracle Corp.

   

39,911

     

3,530

   

Palo Alto Networks, Inc. (a)

   

15,964

     

2,532

   

Parade Technologies Ltd.

   

13,000

     

402

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Paychex, Inc.

   

21,665

   

$

2,510

   

QUALCOMM, Inc.

   

24,687

     

3,289

   

Texas Instruments, Inc.

   

35,780

     

6,341

   

VeriSign, Inc. (a)

   

12,565

     

2,740

   
     

105,862

   

Materials (2.3%):

 

CF Industries Holdings, Inc.

   

22,490

     

1,905

   

Corteva, Inc.

   

38,543

     

2,484

   

Nucor Corp.

   

37,976

     

6,419

   

Sealed Air Corp.

   

48,519

     

2,657

   

Steel Dynamics, Inc.

   

25,246

     

3,046

   

The Sherwin-Williams Co.

   

10,671

     

2,524

   
     

19,035

   

Real Estate (1.7%):

 

Alexandria Real Estate Equities, Inc.

   

1,930

     

310

   

American Homes 4 Rent Class A

   

4,295

     

147

   

American Tower Corp.

   

6,092

     

1,361

   

AvalonBay Communities, Inc.

   

1,861

     

330

   

Boston Properties, Inc.

   

1,975

     

147

   

Camden Property Trust

   

1,344

     

166

   

CBRE Group, Inc. Class A (a)

   

4,471

     

382

   

Crown Castle, Inc.

   

5,797

     

859

   

Digital Realty Trust, Inc.

   

3,771

     

432

   

Equinix, Inc.

   

1,196

     

883

   

Equity LifeStyle Properties, Inc.

   

2,333

     

167

   

Equity Residential

   

4,745

     

302

   

Essex Property Trust, Inc.

   

867

     

196

   

Extra Space Storage, Inc.

   

1,782

     

281

   

Gaming and Leisure Properties, Inc.

   

3,642

     

195

   

Healthpeak Properties, Inc.

   

7,186

     

197

   

Host Hotels & Resorts, Inc.

   

9,459

     

178

   

Invitation Homes, Inc.

   

7,714

     

251

   

Iron Mountain, Inc.

   

3,875

     

212

   

Kimco Realty Corp.

   

8,470

     

190

   

Medical Properties Trust, Inc.

   

7,895

     

102

   

Mid-America Apartment Communities, Inc.

   

1,549

     

258

   

Prologis, Inc.

   

12,361

     

1,598

   

Public Storage

   

2,105

     

641

   

Realty Income Corp.

   

7,353

     

499

   

Regency Centers Corp.

   

2,034

     

136

   

SBA Communications Corp.

   

1,470

     

437

   

Simon Property Group, Inc.

   

4,380

     

563

   

Sun Communities, Inc.

   

1,548

     

243

   

UDR, Inc.

   

3,947

     

168

   

Ventas, Inc.

   

5,242

     

272

   

VICI Properties, Inc.

   

13,289

     

454

   

Vornado Realty Trust

   

2,165

     

53

   

Welltower, Inc.

   

5,647

     

424

   

Weyerhaeuser Co.

   

10,027

     

345

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

WP Carey, Inc.

   

2,465

   

$

211

   

Zillow Group, Inc. Class C (a)

   

3,049

     

135

   
     

13,725

   

Utilities (2.0%):

 

Consolidated Edison, Inc.

   

30,028

     

2,862

   

DTE Energy Co.

   

21,743

     

2,530

   

Exelon Corp.

   

72,962

     

3,078

   

Sempra Energy

   

17,651

     

2,830

   

The AES Corp.

   

88,490

     

2,426

   

UGI Corp.

   

62,478

     

2,490

   
     

16,216

   
     

497,709

   

Total Common Stocks (Cost $672,281)

   

805,821

   

Exchange-Traded Funds (0.2%)

 

United States (0.2%):

 

iShares Core MSCI EAFE ETF

   

19,061

     

1,278

   

Total Exchange-Traded Funds (Cost $1,225)

   

1,278

   

Collateral for Securities Loaned (0.5%)^

 

United States (0.5%):

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (h)
   

1,129,562

     

1,130

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (h)

   

1,129,562

     

1,129

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (h)

   

1,129,562

     

1,130

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (h)
   

1,129,562

     

1,129

   

Total Collateral for Securities Loaned (Cost $4,518)

   

4,518

   

Total Investments (Cost $678,024) — 99.9%

   

811,617

   

Other assets in excess of liabilities — 0.1%

   

524

   

NET ASSETS — 100.00%

 

$

812,141

   

^  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. As of January 31, 2023, the fair value of these securities was $5,514 thousands and amounted to 0.7% of net assets.

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

(e)  Rounds to less than $1 thousand.

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Capital Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of January 31, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g)  The following table details the earliest acquisition date and cost of the Fund's Russian sanctioned restricted securities at January 31, 2023 (amount in thousand):

Security Name

  Acquisition
      Date
 

Cost

 

Bank St Petersburg PJSC

 

12/15/2021

 

$

410

   

Detsky Mir PJSC

 

9/30/2020

   

348

   

(h)  Rate disclosed is the daily yield on January 31, 2023.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

NVDR — Non-Voting Depository Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.

 


22


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Capital
Growth Fund
 

Assets:

 

Investments, at value (Cost $678,024)

 

$

811,617

(a)

 

Foreign currency, at value (Cost $494)

   

498

   

Cash

   

3,772

   

Receivables:

 

Interest and dividends

   

760

   

Capital shares issued

   

43

   

Investments sold

   

490

   

Reclaims

   

1,054

   

From Adviser

   

3

   

Prepaid expenses

   

11

   

Total Assets

   

818,248

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

4,518

   

Investments purchased

   

155

   

Capital shares redeemed

   

425

   

Accrued foreign capital gains taxes

   

160

   

Accrued expenses and other payables:

 

Investment advisory fees

   

534

   

Administration fees

   

101

   

Custodian fees

   

29

   

Transfer agent fees

   

90

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

93

   

Total Liabilities

   

6,107

   

Net Assets:

 

Capital

   

692,013

   

Total accumulated earnings/(loss)

   

120,128

   

Net Assets

 

$

812,141

   

Net Assets

 

Fund Shares

 

$

809,701

   

Institutional Shares

   

2,440

   

Total

 

$

812,141

   

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

 

Fund Shares

   

74,075

   

Institutional Shares

   

221

   

Total

   

74,296

   

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

 

Fund Shares

 

$

10.93

   

Institutional Shares

   

11.03

   

(a)  Includes $6,034 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.

 


23


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Capital
Growth Fund
 

Investment Income:

 

Dividends

 

$

9,413

   

Interest

   

25

   

Securities lending (net of fees)

   

205

   

Foreign tax withholding

   

(480

)

 

Total Income

   

9,163

   

Expenses:

 

Investment advisory fees

   

3,087

   

Administration fees — Fund Shares

   

582

   

Administration fees — Institutional Shares

   

1

   

Sub-Administration fees

   

37

   

Custodian fees

   

74

   

Transfer agent fees — Fund Shares

   

525

   

Transfer agent fees — Institutional Shares

   

1

   

Trustees' fees

   

23

   

Compliance fees

   

4

   

Legal and audit fees

   

78

   

State registration and filing fees

   

28

   

Other expenses

   

85

   

Recoupment of prior expenses waived/reimbursed by Adviser

   

3

   

Total Expenses

   

4,528

   

Expenses waived/reimbursed by Adviser

   

(11

)

 

Net Expenses

   

4,517

   

Net Investment Income (Loss)

   

4,646

   

Realized/Unrealized Gains (Losses) from Investments:

 

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

   

(6,749

)

 

Foreign taxes on realized gains

   

(78

)

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

32,870

   

Net change in accrued foreign taxes on unrealized gains

   

(61

)

 

Net realized/unrealized gains (losses) on investments

   

25,982

   

Change in net assets resulting from operations

 

$

30,628

   

See notes to financial statements.

 


24


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Capital Growth Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

4,646

   

$

13,209

   

Net realized gains (losses)

   

(6,827

)

   

65,519

   

Net change in unrealized appreciation/depreciation

   

32,809

     

(137,565

)

 

Change in net assets resulting from operations

   

30,628

     

(58,837

)

 

Distributions to Shareholders:

 

Fund Shares

   

(55,813

)

   

(105,732

)

 

Institutional Shares

   

(172

)

   

(271

)

 

Change in net assets resulting from distributions to shareholders

   

(55,985

)

   

(106,003

)

 

Change in net assets resulting from capital transactions

   

36,037

     

64,768

   

Change in net assets

   

10,680

     

(100,072

)

 

Net Assets:

 

Beginning of period

   

801,461

     

901,533

   

End of period

 

$

812,141

   

$

801,461

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

19,894

   

$

53,698

   

Distributions reinvested

   

55,328

     

105,030

   

Cost of shares redeemed

   

(39,422

)

   

(94,848

)

 

Total Fund Shares

 

$

35,800

   

$

63,880

   

Institutional Shares

 

Proceeds from shares issued

 

$

800

   

$

1,776

   

Distributions reinvested

   

164

     

264

   

Cost of shares redeemed

   

(727

)

   

(1,152

)

 

Total Institutional Shares

 

$

237

   

$

888

   

Change in net assets resulting from capital transactions

 

$

36,037

   

$

64,768

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,841

     

4,272

   

Reinvested

   

5,160

     

8,241

   

Redeemed

   

(3,656

)

   

(7,586

)

 

Total Fund Shares

   

3,345

     

4,927

   

Institutional Shares

 

Issued

   

74

     

144

   

Reinvested

   

15

     

20

   

Redeemed

   

(66

)

   

(94

)

 

Total Institutional Shares

   

23

     

70

   

Change in Shares

   

3,368

     

4,997

   

See notes to financial statements.

 


25


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Capital Growth Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

11.30

   

$

13.67

   

$

10.62

   

$

11.36

   

$

12.63

   

$

11.67

   

Investment Activities:

 

Net investment income (loss)

   

0.07

(a)

   

0.19

(a)

   

0.13

(a)

   

0.14

(a)

   

0.16

     

0.15

   
Net realized and unrealized
gains (losses)
   

0.36

     

(0.95

)

   

3.28

     

0.13

     

(0.48

)

   

1.21

   
Total from Investment
Activities
   

0.43

     

(0.76

)

   

3.41

     

0.27

     

(0.32

)

   

1.36

   

Distributions to Shareholders from:

 

Net investment income

   

(0.11

)

   

(0.16

)

   

(0.12

)

   

(0.17

)

   

(0.17

)

   

(0.12

)

 

Net realized gains

   

(0.69

)

   

(1.45

)

   

(0.24

)

   

(0.84

)

   

(0.78

)

   

(0.28

)

 
Total Distributions to
Shareholders
   

(0.80

)

   

(1.61

)

   

(0.36

)

   

(1.01

)

   

(0.95

)

   

(0.40

)

 

Net Asset Value, End of Period

 

$

10.93

   

$

11.30

   

$

13.67

   

$

10.62

   

$

11.36

   

$

12.63

   

Total Return (b) (c)

   

3.96

%

   

(6.74

)%

   

32.74

%

   

2.14

%

   

(1.82

)%

   

11.76

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

1.16

%

   

1.09

%

   

1.07

%

   

1.12

%

   

1.13

%

   

1.15

%

 

Net Investment Income (Loss) (d)

   

1.19

%

   

1.52

%

   

1.04

%

   

1.35

%

   

1.43

%

   

1.25

%

 

Gross Expenses (d) (e)

   

1.16

%

   

1.09

%

   

1.07

%

   

1.13

%

   

1.13

%

   

1.15

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

809,701

   

$

799,210

   

$

899,767

   

$

755,102

   

$

826,325

   

$

902,670

   

Portfolio Turnover (b) (h)

   

24

%

   

58

%

   

67

%(i)

   

152

%(j)

   

54

%(k)

   

22

%(l)

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

(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.

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

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

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

(continues on next page)

See notes to financial statements.

 


26


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Capital Growth Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

11.39

   

$

13.81

   

$

10.66

   

$

11.39

   

$

12.66

   

$

11.70

   

Investment Activities:

 

Net investment income (loss)

   

0.06

(a)

   

0.20

(a)

   

0.15

(a)

   

0.14

(a)

   

0.23

(a)

   

0.17

   
Net realized and unrealized
gains (losses)
   

0.36

     

(0.95

)

   

3.35

     

0.14

     

(0.55

)

   

1.20

   
Total from Investment
Activities
   

0.42

     

(0.75

)

   

3.50

     

0.28

     

(0.32

)

   

1.37

   

Distributions to Shareholders from:

 

Net investment income

   

(0.09

)

   

(0.22

)

   

(0.11

)

   

(0.17

)

   

(0.17

)

   

(0.13

)

 

Net realized gains

   

(0.69

)

   

(1.45

)

   

(0.24

)

   

(0.84

)

   

(0.78

)

   

(0.28

)

 
Total Distributions to
Shareholders
   

(0.78

)

   

(1.67

)

   

(0.35

)

   

(1.01

)

   

(0.95

)

   

(0.41

)

 

Net Asset Value, End of Period

 

$

11.03

   

$

11.39

   

$

13.81

   

$

10.66

   

$

11.39

   

$

12.66

   

Total Return (b) (c)

   

3.84

%

   

(6.68

)%

   

33.45

%

   

2.20

%

   

(1.77

)%

   

11.84

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

1.29

%

   

1.06

%

   

0.77

%

   

1.01

%

   

1.03

%

   

1.10

%

 

Net Investment Income (Loss) (d)

   

1.03

%

   

1.58

%

   

1.30

%

   

1.31

%

   

2.04

%

   

1.38

%

 

Gross Expenses (d) (e)

   

1.93

%

   

1.66

%

   

0.92

%

   

1.01

%

   

1.03

%

   

1.21

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

2,440

   

$

2,251

   

$

1,766

   

$

11,559

   

$

110,430

   

$

7,961

   

Portfolio Turnover (b) (h)

   

24

%

   

58

%

   

67

%(i)

   

152

%(j)

   

54

%(k)

   

22

%(l)

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

(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.

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

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

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

See notes to financial statements.

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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.

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to 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, 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 January 31, 2023, 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

 

$

526,933

   

$

278,880

   

$

8

   

$

805,821

   

Exchange-Traded Funds

   

1,278

     

     

     

1,278

   

Collateral for Securities Loaned

   

4,518

     

     

     

4,518

   

Total

 

$

532,729

   

$

278,880

   

$

8

   

$

811,617

   

As of January 31, 2023, 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

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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.

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 January 31, 2023, 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 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

 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund 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 January 31, 2023.

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

6,034

   

$

1,840

   

$

4,518

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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

 


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

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

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

185,218

   

$

200,250

   

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 January 31, 2023, 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.

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.

 


32


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 August 1, 2022, to January 31, 2023, performance adjustments were $164 and $2 for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were 0.04% and 0.19% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2023, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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.

 


33


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 1.12% and 1.10% for Fund Shares and Institutional Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

9

   

$

13

   

$

8

   

$

30

   

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 January 31, 2023.

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

5. Risks:

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

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

 


34


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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 January 31, 2023.

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.

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

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

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

8. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Capital Growth Fund

 

Victory Capital Growth Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


36


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

1,039.60

   

$

1,019.36

   

$

5.96

   

$

5.90

     

1.16

%

 

Institutional Shares

   

1,000.00

     

1,038.40

     

1,018.70

     

6.63

     

6.56

     

1.29

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


37


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Capital Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


38


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the

 


39


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

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

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

 


40


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

36843-0323


 

January 31, 2023

Semi Annual Report

USAA Aggressive Growth Fund

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


 

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, 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

    9    

Notes to Financial Statements

   

11

   

Supplemental Information

   

19

   

Proxy Voting and Portfolio Holdings Information

    19    

Expense Examples

    19    

Advisory Contract Approval

    20    

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 Aggressive Growth Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks capital appreciation.

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Microsoft Corp.

   

7.1

%

 

Apple, Inc.

   

5.6

%

 

Visa, Inc. Class A

   

5.3

%

 

Alphabet, Inc. Class C

   

5.0

%

 

Amazon.com, Inc.

   

4.5

%

 

NVIDIA Corp.

   

4.2

%

 

ServiceNow, Inc.

   

3.1

%

 

UnitedHealth Group, Inc.

   

2.8

%

 

Tractor Supply Co.

   

2.4

%

 

Dexcom, Inc.

   

2.1

%

 

Sector Allocation*:

January 31, 2023

(% 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 Aggressive Growth Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.4%)

 

Communication Services (8.1%):

 

Alphabet, Inc. Class C (a)

   

757,572

   

$

75,659

   

Meta Platforms, Inc. Class A (a)

   

125,961

     

18,764

   

Netflix, Inc. (a)

   

39,335

     

13,919

   

The Trade Desk, Inc. Class A (a)

   

279,507

     

14,171

   
     

122,513

   

Communications Equipment (3.1%):

 

Arista Networks, Inc. (a)

   

207,683

     

26,172

   

Motorola Solutions, Inc.

   

77,589

     

19,941

   
     

46,113

   

Consumer Discretionary (16.0%):

 

Airbnb, Inc. Class A (a)

   

91,620

     

10,180

   

Amazon.com, Inc. (a)

   

664,448

     

68,525

   

Booking Holdings, Inc. (a)

   

3,908

     

9,512

   

Chipotle Mexican Grill, Inc. (a)

   

3,769

     

6,205

   

Dollar Tree, Inc. (a)

   

95,804

     

14,388

   

Lululemon Athletica, Inc. (a)

   

53,397

     

16,387

   

NIKE, Inc. Class B

   

178,872

     

22,776

   

O'Reilly Automotive, Inc. (a)

   

33,469

     

26,519

   

Tesla, Inc. (a)

   

102,981

     

17,838

   

Tractor Supply Co.

   

158,557

     

36,149

   

Ulta Beauty, Inc. (a)

   

19,417

     

9,980

   

Yum! Brands, Inc.

   

24,089

     

3,144

   
     

241,603

   

Consumer Staples (3.4%):

 

Constellation Brands, Inc. Class A

   

95,711

     

22,159

   

Costco Wholesale Corp.

   

35,546

     

18,169

   

The Hershey Co.

   

49,139

     

11,037

   
     

51,365

   

Electronic Equipment, Instruments & Components (1.4%):

 

CDW Corp.

   

110,368

     

21,636

   

Energy (0.9%):

 

Cheniere Energy, Inc.

   

32,198

     

4,919

   

Diamondback Energy, Inc.

   

54,337

     

7,940

   
     

12,859

   

Financials (4.1%):

 

Blackstone, Inc.

   

162,546

     

15,598

   

LPL Financial Holdings, Inc.

   

17,289

     

4,100

   

MSCI, Inc.

   

54,399

     

28,916

   

The Progressive Corp.

   

94,062

     

12,825

   
     

61,439

   

Health Care (14.6%):

 

Agilent Technologies, Inc.

   

73,931

     

11,244

   

BioMarin Pharmaceutical, Inc. (a)

   

88,213

     

10,175

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Aggressive Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Dexcom, Inc. (a)

   

297,940

   

$

31,907

   

Intuitive Surgical, Inc. (a)

   

60,751

     

14,926

   

Jazz Pharmaceuticals PLC (a)

   

95,125

     

14,902

   

Tenet Healthcare Corp. (a)

   

135,293

     

7,421

   

Thermo Fisher Scientific, Inc.

   

45,660

     

26,041

   

UnitedHealth Group, Inc.

   

85,517

     

42,689

   

Veeva Systems, Inc. Class A (a)

   

99,514

     

16,972

   

Vertex Pharmaceuticals, Inc. (a)

   

88,765

     

28,680

   

Zoetis, Inc.

   

92,905

     

15,375

   
     

220,332

   

Industrials (6.4%):

 

CoStar Group, Inc. (a)

   

351,178

     

27,357

   

Deere & Co.

   

15,670

     

6,626

   

HEICO Corp. Class A

   

105,649

     

14,123

   

Old Dominion Freight Line, Inc.

   

24,300

     

8,098

   

Quanta Services, Inc.

   

84,176

     

12,811

   

Uber Technologies, Inc. (a)

   

619,918

     

19,174

   

Verisk Analytics, Inc.

   

49,858

     

9,063

   
     

97,252

   

IT Services (8.0%):

 

Block, Inc. (a)

   

55,049

     

4,499

   

Gartner, Inc. (a)

   

27,286

     

9,226

   

PayPal Holdings, Inc. (a)

   

138,532

     

11,289

   

Snowflake, Inc. Class A (a)

   

54,194

     

8,478

   

Toast, Inc. Class A (a)

   

289,147

     

6,451

   

Visa, Inc. Class A

   

347,911

     

80,093

   
     

120,036

   

Materials (0.7%):

 

Graphic Packaging Holding Co.

   

457,255

     

11,015

   

Real Estate (0.4%):

 

SBA Communications Corp.

   

18,641

     

5,546

   

Semiconductors & Semiconductor Equipment (8.3%):

 

Advanced Micro Devices, Inc. (a)

   

80,544

     

6,053

   

Broadcom, Inc.

   

27,695

     

16,202

   

Enphase Energy, Inc. (a)

   

34,977

     

7,743

   

KLA Corp.

   

17,252

     

6,771

   

Lam Research Corp.

   

27,397

     

13,701

   

Monolithic Power Systems, Inc.

   

26,862

     

11,458

   

NVIDIA Corp.

   

321,832

     

62,877

   
     

124,805

   

Software (17.4%):

 

Adobe, Inc. (a)

   

54,068

     

20,023

   

Cadence Design Systems, Inc. (a)

   

149,521

     

27,337

   

Intuit, Inc.

   

24,052

     

10,166

   

Microsoft Corp.

   

432,775

     

107,246

   

Palo Alto Networks, Inc. (a)

   

162,934

     

25,848

   

Salesforce, Inc. (a)

   

40,309

     

6,771

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Aggressive Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

ServiceNow, Inc. (a)

   

102,607

   

$

46,699

   

Synopsys, Inc. (a)

   

32,330

     

11,437

   

Workday, Inc. Class A (a)

   

35,341

     

6,412

   
     

261,939

   

Technology Hardware, Storage & Peripherals (5.6%):

 

Apple, Inc.

   

585,746

     

84,517

   

Total Common Stocks (Cost $1,031,332)

   

1,482,970

   

Total Investments (Cost $1,031,332) — 98.4%

   

1,482,970

   

Other assets in excess of liabilities — 1.6%

   

24,672

   

NET ASSETS — 100.00%

 

$

1,507,642

   

(a)  Non-income producing security.

PLC — Public Limited Company

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Aggressive
Growth Fund
 

Assets:

 

Investments, at value (Cost $1,031,332)

 

$

1,482,970

   

Cash

   

25,762

   

Receivables:

 

Interest and dividends

   

55

   

Capital shares issued

   

194

   

Investments sold

   

7,149

   

From Adviser

   

4

   

Prepaid expenses

   

12

   

Total Assets

   

1,516,146

   

Liabilities:

 

Payables:

 

Investments purchased

   

6,747

   

Capital shares redeemed

   

865

   

Accrued expenses and other payables:

 

Investment advisory fees

   

487

   

Administration fees

   

183

   

Custodian fees

   

12

   

Transfer agent fees

   

127

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

81

   

Total Liabilities

   

8,504

   

Net Assets:

 

Capital

   

1,126,378

   

Total accumulated earnings/(loss)

   

381,264

   

Net Assets

 

$

1,507,642

   

Net Assets

 

Fund Shares

 

$

1,504,913

   

Institutional Shares

   

2,729

   

Total

 

$

1,507,642

   

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

 

Fund Shares

   

38,887

   

Institutional Shares

   

69

   

Total

   

38,956

   

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

 

Fund Shares

 

$

38.70

   

Institutional Shares

   

39.49

   

(a)  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 January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Aggressive
Growth Fund
 

Investment Income:

 

Dividends

 

$

4,028

   

Interest

   

184

   

Securities lending (net of fees)

   

1

   

Total Income

   

4,213

   

Expenses:

 

Investment advisory fees

   

2,994

   

Administration fees — Fund Shares

   

1,127

   

Administration fees — Institutional Shares

   

2

   

Sub-Administration fees

   

20

   

Custodian fees

   

32

   

Transfer agent fees — Fund Shares

   

757

   

Transfer agent fees — Institutional Shares

   

2

   

Trustees' fees

   

23

   

Compliance fees

   

7

   

Legal and audit fees

   

44

   

State registration and filing fees

   

32

   

Interfund lending fees

   

(a)

 

Other expenses

   

109

   

Total Expenses

   

5,149

   

Expenses waived/reimbursed by Adviser

   

(12

)

 

Net Expenses

   

5,137

   

Net Investment Income (Loss)

   

(924

)

 

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(45,131

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(43,885

)

 

Net realized/unrealized gains (losses) on investments

   

(89,016

)

 

Change in net assets resulting from operations

 

$

(89,940

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


7


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Aggressive Growth Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

(924

)

 

$

(5,838

)

 

Net realized gains (losses)

   

(45,131

)

   

77,353

   

Net change in unrealized appreciation/depreciation

   

(43,885

)

   

(606,328

)

 

Change in net assets resulting from operations

   

(89,940

)

   

(534,813

)

 

Distributions to Shareholders:

 

Fund Shares

   

(32,252

)

   

(234,710

)

 

Institutional Shares

   

(65

)

   

(2,113

)

 

Change in net assets resulting from distributions to shareholders

   

(32,317

)

   

(236,823

)

 

Change in net assets resulting from capital transactions

   

(21,885

)

   

95,752

   

Change in net assets

   

(144,142

)

   

(675,884

)

 

Net Assets:

 

Beginning of period

   

1,651,784

     

2,327,668

   

End of period

 

$

1,507,642

   

$

1,651,784

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

35,147

   

$

126,323

   

Distributions reinvested

   

31,799

     

231,580

   

Cost of shares redeemed

   

(88,149

)

   

(252,897

)

 

Total Fund Shares

 

$

(21,203

)

 

$

105,006

   

Institutional Shares

 

Proceeds from shares issued

 

$

238

   

$

2,762

   

Distributions reinvested

   

58

     

2,069

   

Cost of shares redeemed

   

(978

)

   

(14,085

)

 

Total Institutional Shares

 

$

(682

)

 

$

(9,254

)

 

Change in net assets resulting from capital transactions

 

$

(21,885

)

 

$

95,752

   

Share Transactions:

 

Fund Shares

 

Issued

   

926

     

2,442

   

Reinvested

   

846

     

4,259

   

Redeemed

   

(2,321

)

   

(4,951

)

 

Total Fund Shares

   

(549

)

   

1,750

   

Institutional Shares

 

Issued

   

6

     

47

   

Reinvested

   

2

     

37

   

Redeemed

   

(26

)

   

(325

)

 

Total Institutional Shares

   

(18

)

   

(241

)

 

Change in Shares

   

(567

)

   

1,509

   

See notes to financial statements.

 


8


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Aggressive Growth Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

41.79

   

$

61.22

   

$

46.02

   

$

43.91

   

$

48.92

   

$

43.96

   

Investment Activities:

 

Net investment income (loss)

   

(0.02

)(a)

   

(0.15

)(a)

   

(0.15

)(a)

   

(0.07

)(a)

   

0.13

     

0.19

   
Net realized and unrealized
gains (losses)
   

(2.23

)

   

(12.92

)

   

15.45

     

9.82

     

1.72

     

8.79

   
Total from Investment
Activities
   

(2.25

)

   

(13.07

)

   

15.30

     

9.75

     

1.85

     

8.98

   

Distributions to Shareholders from:

 

Net investment income

   

     

     

     

(0.04

)

   

(0.08

)

   

(0.19

)

 

Net realized gains

   

(0.84

)

   

(6.36

)

   

(0.10

)

   

(7.60

)

   

(6.78

)

   

(3.83

)

 

Total Distributions

   

(0.84

)

   

(6.36

)

   

(0.10

)

   

(7.64

)

   

(6.86

)

   

(4.02

)

 

Net Asset Value, End of Period

 

$

38.70

   

$

41.79

   

$

61.22

   

$

46.02

   

$

43.91

   

$

48.92

   

Total Return (b) (c)

   

(5.32

)%

   

(23.75

)%

   

33.27

%

   

26.30

%

   

5.53

%

   

21.57

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.68

%

   

0.63

%

   

0.63

%

   

0.72

%

   

0.72

%

   

0.75

%(h)

 

Net Investment Income (Loss) (d)

   

(0.12

)%

   

(0.29

)%

   

(0.28

)%

   

(0.17

)%

   

0.30

%

   

0.32

%

 

Gross Expenses (d) (e)

   

0.68

%

   

0.63

%

   

0.63

%

   

0.72

%

   

0.72

%

   

0.75

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,504,913

   

$

1,648,078

   

$

2,307,263

   

$

1,861,282

   

$

1,624,319

   

$

1,592,944

   

Portfolio Turnover (b) (i)

   

27

%

   

65

%

   

46

%

   

64

%

   

78

%

   

57

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

(h)  Reflects total annual operating expenses before reduction of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

(continues on next page)

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Aggressive Growth Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

42.60

   

$

62.27

   

$

46.82

   

$

44.54

   

$

49.55

   

$

44.36

   

Investment Activities:

 

Net investment income (loss) (a)

   

0.01

     

(0.18

)

   

(0.17

)

   

(0.05

)

   

0.14

     

0.14

   
Net realized and unrealized
gains (losses)
   

(2.28

)

   

(13.13

)

   

15.72

     

9.98

     

1.75

     

8.93

   
Total from Investment
Activities
   

(2.27

)

   

(13.31

)

   

15.55

     

9.93

     

1.89

     

9.07

   

Distributions to Shareholders from:

 

Net investment income

   

     

     

     

(0.05

)

   

(0.12

)

   

(0.05

)

 

Net realized gains

   

(0.84

)

   

(6.36

)

   

(0.10

)

   

(7.60

)

   

(6.78

)

   

(3.83

)

 

Total Distributions

   

(0.84

)

   

(6.36

)

   

(0.10

)

   

(7.65

)

   

(6.90

)

   

(3.88

)

 

Net Asset Value, End of Period

 

$

39.49

   

$

42.60

   

$

62.27

   

$

46.82

   

$

44.54

   

$

49.55

   

Total Return (b) (c)

   

(5.27

)%

   

(23.73

)%

   

33.24

%

   

26.33

%

   

5.56

%

   

21.54

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.53

%

   

0.66

%

   

0.66

%

   

0.70

%

   

0.70

%

   

0.75

%(h)(i)

 

Net Investment Income (Loss) (d)

   

0.04

%

   

(0.33

)%

   

(0.32

)%

   

(0.13

)%

   

0.32

%

   

0.30

%

 

Gross Expenses (d) (e)

   

1.30

%

   

0.72

%

   

0.73

%

   

0.81

%

   

0.83

%

   

0.94

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

2,729

   

$

3,706

   

$

20,405

   

$

12,287

   

$

11,841

   

$

11,379

   

Portfolio Turnover (b) (j)

   

27

%

   

65

%

   

46

%

   

64

%

   

78

%

   

57

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

(h)  Reflects total annual operating expenses before reduction of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

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

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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.

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

A summary of the valuations as of January 31, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,482,970

   

$

   

$

   

$

1,482,970

   

Total

 

$

1,482,970

   

$

   

$

   

$

1,482,970

   

As of January 31, 2023, 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:

Open-End Funds:

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

Investment Transactions and Related Income:

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

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023, 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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

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

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

Purchases

 

Sales

 
$

396,581

   

$

433,071

   

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 0.50% of the first $750 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $750 million but not over $1.5 billion, and 0.33% of that portion of the Fund's average daily net assets over $1.5 billion. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Large-Cap Growth Funds Index. The Lipper Large-Cap Growth Funds Index tracks the total return performance of the largest funds within the Lipper Large-Cap Growth Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 Large-Cap Growth Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $(380) and $(3) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.05)% and (0.17)% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Custodian fees.

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

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The Adviser has entered into an expense limitation agreement with the Fund until at least November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.75% and 0.70% for Fund Shares and Institutional Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

2

   

$

10

   

$

10

   

$

12

   

$

34

   

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 January 31, 2023.

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

5. Risks:

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

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

Large-Capitalization Stock Risk — The Fund invests in large-capitalization companies. Such investments may go in and out of favor based on market and economic conditions and may underperform other market segments. Some large-capitalization companies may be unable to respond quickly to new competitive challenges and attain the high growth rate of successful smaller companies,

 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

especially during extended periods of economic expansion. As such, returns on investments in stocks of large-capitalization companies could trail the returns on investments in stocks of small- and mid-capitalization companies.

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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 January 31, 2023, were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
January 31, 2023
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
Borrower  

$

   

$

897

     

2

     

4.21

%

 

$

992

   

*  Based on the number of days borrowings were outstanding for the six months ended January 31, 2023.

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

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 July 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

8. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Aggressive Growth Fund

 

Victory Aggressive Growth Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


18


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

946.80

   

$

1,021.78

   

$

3.34

   

$

3.47

     

0.68

%

 

Institutional Shares

   

1,000.00

     

947.30

     

1,022.53

     

2.60

     

2.70

     

0.53

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


19


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Aggressive Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


20


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for

 


21


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


22


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23418-0323


 

JANUARY 31, 2023

Semi Annual Report

USAA Growth Fund

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


 

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, 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

    9    

Notes to Financial Statements

   

11

   

Supplemental Information

   

20

   

Proxy Voting and Portfolio Holdings Information

    20    

Expense Examples

    20    

Advisory Contract Approval

    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 Growth Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Microsoft Corp.

   

7.2

%

 

Visa, Inc. Class A

   

5.6

%

 

Apple, Inc.

   

5.0

%

 

NVIDIA Corp.

   

4.6

%

 

Amazon.com, Inc.

   

4.3

%

 

Alphabet, Inc. Class C

   

3.7

%

 

Meta Platforms, Inc. Class A

   

3.4

%

 

The Boeing Co.

   

3.3

%

 

Tesla, Inc.

   

3.2

%

 

Netflix, Inc.

   

3.0

%

 

Sector Allocation*:

January 31, 2023

(% 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 Growth Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.0%)

 

Communication Services (13.5%):

 

Alphabet, Inc. Class A (a)

   

320,380

   

$

31,666

   

Alphabet, Inc. Class C (a)

   

730,867

     

72,992

   

Meta Platforms, Inc. Class A (a)

   

450,311

     

67,083

   

Netflix, Inc. (a)

   

165,574

     

58,590

   

The Walt Disney Co. (a)

   

310,137

     

33,647

   
     

263,978

   

Consumer Discretionary (14.2%):

 

Alibaba Group Holding Ltd., ADR (a)

   

149,190

     

16,441

   

Amazon.com, Inc. (a)

   

820,854

     

84,655

   

Booking Holdings, Inc. (a)

   

4,021

     

9,788

   

Chipotle Mexican Grill, Inc. (a)

   

3,863

     

6,360

   

Dollar Tree, Inc. (a)

   

98,825

     

14,842

   

Starbucks Corp.

   

252,574

     

27,566

   

Tesla, Inc. (a)

   

362,489

     

62,790

   

Tractor Supply Co.

   

76,645

     

17,474

   

Ulta Beauty, Inc. (a)

   

20,118

     

10,340

   

Yum China Holdings, Inc.

   

133,281

     

8,211

   

Yum! Brands, Inc.

   

141,371

     

18,450

   
     

276,917

   

Consumer Staples (4.5%):

 

Constellation Brands, Inc. Class A

   

86,579

     

20,045

   

Costco Wholesale Corp.

   

36,717

     

18,768

   

Monster Beverage Corp. (a)

   

360,838

     

37,556

   

The Hershey Co.

   

50,567

     

11,357

   
     

87,726

   

Energy (0.7%):

 

Cheniere Energy, Inc.

   

33,181

     

5,070

   

Diamondback Energy, Inc.

   

56,204

     

8,212

   
     

13,282

   

Financials (3.2%):

 

FactSet Research Systems, Inc.

   

44,524

     

18,831

   

LPL Financial Holdings, Inc.

   

17,901

     

4,245

   

MSCI, Inc.

   

20,316

     

10,799

   

SEI Investments Co.

   

252,780

     

15,781

   

The Progressive Corp.

   

97,296

     

13,266

   
     

62,922

   

Health Care (13.4%):

 

Agilent Technologies, Inc.

   

76,104

     

11,574

   

BioMarin Pharmaceutical, Inc. (a)

   

91,225

     

10,523

   

Dexcom, Inc. (a)

   

125,336

     

13,422

   

Illumina, Inc. (a)

   

94,070

     

20,150

   

Intuitive Surgical, Inc. (a)

   

88,945

     

21,853

   

Jazz Pharmaceuticals PLC (a)

   

97,920

     

15,340

   

Novartis AG, ADR

   

242,531

     

21,978

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

NOVO Nordisk A/S, ADR

   

122,807

   

$

17,043

   

Regeneron Pharmaceuticals, Inc. (a)

   

32,679

     

24,786

   

Roche Holdings Ltd., ADR

   

401,264

     

15,710

   

Tenet Healthcare Corp. (a)

   

118,216

     

6,484

   

UnitedHealth Group, Inc.

   

48,448

     

24,185

   

Vertex Pharmaceuticals, Inc. (a)

   

181,258

     

58,564

   
     

261,612

   

Industrials (7.9%):

 

CoStar Group, Inc. (a)

   

121,065

     

9,431

   

Deere & Co.

   

37,411

     

15,819

   

Expeditors International of Washington, Inc.

   

165,303

     

17,877

   

HEICO Corp. Class A

   

115,345

     

15,419

   

Old Dominion Freight Line, Inc.

   

25,109

     

8,367

   

Quanta Services, Inc.

   

86,650

     

13,187

   

The Boeing Co. (a)

   

304,059

     

64,765

   

Verisk Analytics, Inc.

   

51,211

     

9,310

   
     

154,175

   

IT Services (9.6%):

 

Block, Inc. (a)

   

244,497

     

19,980

   

Gartner, Inc. (a)

   

28,113

     

9,506

   

PayPal Holdings, Inc. (a)

   

185,984

     

15,156

   

Shopify, Inc. Class A (a)

   

376,553

     

18,553

   

Snowflake, Inc. Class A (a)

   

56,068

     

8,771

   

Toast, Inc. Class A (a)

   

299,128

     

6,674

   

Visa, Inc. Class A

   

477,730

     

109,978

   
     

188,618

   

Materials (0.6%):

 

Graphic Packaging Holding Co.

   

468,303

     

11,281

   

Real Estate (0.3%):

 

SBA Communications Corp.

   

18,550

     

5,519

   

Semiconductors & Semiconductor Equipment (8.1%):

 

Advanced Micro Devices, Inc. (a)

   

82,725

     

6,217

   

Enphase Energy, Inc. (a)

   

36,057

     

7,982

   

KLA Corp.

   

17,790

     

6,982

   

Lam Research Corp.

   

28,097

     

14,052

   

Monolithic Power Systems, Inc.

   

27,699

     

11,815

   

NVIDIA Corp.

   

458,536

     

89,584

   

QUALCOMM, Inc.

   

160,387

     

21,365

   
     

157,997

   

Software (17.0%):

 

Autodesk, Inc. (a)

   

173,694

     

37,372

   

Intuit, Inc.

   

24,708

     

10,443

   

Microsoft Corp.

   

565,962

     

140,251

   

Oracle Corp.

   

516,239

     

45,667

   

Palo Alto Networks, Inc. (a)

   

54,248

     

8,606

   

Salesforce, Inc. (a)

   

224,985

     

37,791

   

ServiceNow, Inc. (a)

   

48,521

     

22,083

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Growth Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Synopsys, Inc. (a)

   

33,329

   

$

11,790

   

Workday, Inc. Class A (a)

   

100,083

     

18,158

   
     

332,161

   

Technology Hardware, Storage & Peripherals (5.0%):

 

Apple, Inc.

   

678,485

     

97,899

   

Total Common Stocks (Cost $1,144,826)

   

1,914,087

   

Exchange-Traded Funds (1.1%)

 

iShares Russell 1000 Growth ETF

   

91,406

     

21,214

   

Total Exchange-Traded Funds (Cost $19,226)

   

21,214

   

Total Investments (Cost $1,164,052) — 99.1%

   

1,935,301

   

Other assets in excess of liabilities — 0.9%

   

17,367

   

NET ASSETS — 100.00%

 

$

1,952,668

   

At January 31, 2023, the Fund's investments in foreign securities were 5.8% of net assets.

(a)  Non-income producing security.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA
Growth Fund
 

Assets:

 

Investments, at value (Cost $1,164,052)

 

$

1,935,301

   

Cash

   

18,000

   

Receivables:

 

Interest and dividends

   

50

   

Capital shares issued

   

310

   

Investments sold

   

861

   

Reclaims

   

261

   

From Adviser

   

15

   

Prepaid expenses

   

17

   

Total Assets

   

1,954,815

   

Liabilities:

 

Payables:

 

Capital shares redeemed

   

716

   

Accrued expenses and other payables:

 

Investment advisory fees

   

939

   

Administration fees

   

221

   

Custodian fees

   

22

   

Transfer agent fees

   

145

   

Compliance fees

   

2

   

Trustees' fees

   

1

   

Other accrued expenses

   

101

   

Total Liabilities

   

2,147

   

Net Assets:

 

Capital

   

1,150,696

   

Total accumulated earnings/(loss)

   

801,972

   

Net Assets

 

$

1,952,668

   

Net Assets

 

Fund Shares

 

$

1,509,756

   

Institutional Shares

   

442,912

   

Total

 

$

1,952,668

   

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

 

Fund Shares

   

58,890

   

Institutional Shares

   

17,319

   

Total

   

76,209

   

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

 

Fund Shares

 

$

25.64

   

Institutional Shares

   

25.57

   

(a)  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 January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA
Growth Fund
 

Investment Income:

 

Dividends

 

$

5,403

   

Interest

   

131

   

Securities lending (net of fees)

   

1

   

Foreign tax withholding

   

(10

)

 

Total Income

   

5,525

   

Expenses:

 

Investment advisory fees

   

6,285

   

Administration fees — Fund Shares

   

1,103

   

Administration fees — Institutional Shares

   

325

   

Sub-Administration fees

   

36

   

Custodian fees

   

51

   

Transfer agent fees — Fund Shares

   

609

   

Transfer agent fees — Institutional Shares

   

325

   

Trustees' fees

   

24

   

Compliance fees

   

11

   

Legal and audit fees

   

45

   

State registration and filing fees

   

37

   

Interfund lending fees

   

6

   

Other expenses

   

156

   

Total Expenses

   

9,013

   

Expenses waived/reimbursed by Adviser

   

(39

)

 

Net Expenses

   

8,974

   

Net Investment Income (Loss)

   

(3,449

)

 

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

128,988

   

Net change in unrealized appreciation/depreciation on investment securities

   

(177,946

)

 

Net realized/unrealized gains (losses) on investments

   

(48,958

)

 

Change in net assets resulting from operations

 

$

(52,407

)

 

See notes to financial statements.

 


7


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Growth Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

(3,449

)

 

$

(13,472

)

 

Net realized gains (losses)

   

128,988

     

148,621

   

Net change in unrealized appreciation/depreciation

   

(177,946

)

   

(932,308

)

 

Change in net assets resulting from operations

   

(52,407

)

   

(797,159

)

 

Distributions to Shareholders:

 

Fund Shares

   

(90,169

)

   

(207,204

)

 

Institutional Shares

   

(31,795

)

   

(139,551

)

 

Change in net assets resulting from distributions to shareholders

   

(121,964

)

   

(346,755

)

 

Change in net assets resulting from capital transactions

   

(679,190

)

   

387,328

   

Change in net assets

   

(853,561

)

   

(756,586

)

 

Net Assets:

 

Beginning of period

   

2,806,229

     

3,562,815

   

End of period

 

$

1,952,668

   

$

2,806,229

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

26,730

   

$

91,044

   

Distributions reinvested

   

88,787

     

204,327

   

Cost of shares redeemed

   

(97,823

)

   

(234,982

)

 

Total Fund Shares

 

$

17,694

   

$

60,389

   

Institutional Shares

 

Proceeds from shares issued

 

$

34,958

   

$

509,954

   

Distributions reinvested

   

31,707

     

139,296

   

Cost of shares redeemed

   

(763,549

)

   

(322,311

)

 

Total Institutional Shares

 

$

(696,884

)

 

$

326,939

   

Change in net assets resulting from capital transactions

 

$

(679,190

)

 

$

387,328

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,061

     

2,757

   

Reinvested

   

3,642

     

5,764

   

Redeemed

   

(3,884

)

   

(7,091

)

 

Total Fund Shares

   

819

     

1,430

   

Institutional Shares

 

Issued

   

1,485

     

14,873

   

Reinvested

   

1,304

     

3,940

   

Redeemed

   

(28,964

)

   

(9,492

)

 

Total Institutional Shares

   

(26,175

)

   

9,321

   

Change in Shares

   

(25,356

)

   

10,751

   

See notes to financial statements.

 


8


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Growth Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

27.66

   

$

39.27

   

$

30.85

   

$

31.54

   

$

32.15

   

$

28.65

   

Investment Activities:

 

Net investment income (loss)

   

(0.05

)(a)

   

(0.14

)(a)

   

(0.13

)(a)

   

(0.05

)(a)

   

0.12

     

0.07

   
Net realized and unrealized
gains (losses)
   

(0.37

)

   

(7.72

)

   

10.03

     

6.18

     

2.80

     

4.18

   
Total from Investment
Activities
   

(0.42

)

   

(7.86

)

   

9.90

     

6.13

     

2.92

     

4.25

   

Distributions to Shareholders from:

 

Net investment income

   

     

     

     

(0.08

)

   

(0.09

)

   

(0.05

)

 

Net realized gains

   

(1.60

)

   

(3.75

)

   

(1.48

)

   

(6.74

)

   

(3.44

)

   

(0.70

)

 

Total Distributions

   

(1.60

)

   

(3.75

)

   

(1.48

)

   

(6.82

)

   

(3.53

)

   

(0.75

)

 

Net Asset Value, End of Period

 

$

25.64

   

$

27.66

   

$

39.27

   

$

30.85

   

$

31.54

   

$

32.15

   

Total Return (b) (c)

   

(1.21

)%

   

(22.11

)%

   

32.87

%

   

23.71

%

   

10.90

%

   

14.99

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.87

%

   

0.84

%

   

0.84

%

   

0.91

%

   

0.90

%(h)

   

0.97

%(h)

 

Net Investment Income (Loss) (d)

   

(0.36

)%

   

(0.43

)%

   

(0.38

)%

   

(0.16

)%

   

0.41

%

   

0.33

%

 

Gross Expenses (d) (e)

   

0.87

%

   

0.84

%

   

0.84

%

   

0.91

%

   

0.90

%(h)

   

0.97

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,509,756

   

$

1,606,239

   

$

2,224,130

   

$

1,841,547

   

$

1,676,470

   

$

1,581,693

   

Portfolio Turnover (b) (i)

   

25

%

   

62

%

   

40

%

   

59

%

   

70

%(j)

   

19

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Growth Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

27.59

   

$

39.17

   

$

30.77

   

$

31.47

   

$

32.08

   

$

28.59

   

Investment Activities:

 

Net investment income (loss)

   

(0.03

)(a)

   

(0.13

)(a)

   

(0.13

)(a)

   

(0.04

)(a)

   

0.15

     

0.09

   
Net realized and unrealized
gains (losses)
   

(0.39

)

   

(7.70

)

   

10.01

     

6.16

     

2.78

     

4.18

   
Total from Investment
Activities
   

(0.42

)

   

(7.83

)

   

9.88

     

6.12

     

2.93

     

4.27

   

Distributions to Shareholders from:

 

Net investment income

   

     

     

     

(0.08

)

   

(0.10

)

   

(0.08

)

 

Net realized gains

   

(1.60

)

   

(3.75

)

   

(1.48

)

   

(6.74

)

   

(3.44

)

   

(0.70

)

 

Total Distributions

   

(1.60

)

   

(3.75

)

   

(1.48

)

   

(6.82

)

   

(3.54

)

   

(0.78

)

 

Net Asset Value, End of Period

 

$

25.57

   

$

27.59

   

$

39.17

   

$

30.77

   

$

31.47

   

$

32.08

   

Total Return (b) (c)

   

(1.21

)%

   

(22.09

)%

   

32.89

%

   

23.75

%

   

10.94

%

   

15.07

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.81

%

   

0.83

%

   

0.83

%

   

0.87

%

   

0.85

%(h)

   

0.92

%(h)

 

Net Investment Income (Loss) (d)

   

(0.25

)%

   

(0.41

)%

   

(0.36

)%

   

(0.13

)%

   

0.47

%

   

0.39

%

 

Gross Expenses (d) (e)

   

0.82

%

   

0.83

%

   

0.83

%

   

0.87

%

   

0.85

%(h)

   

0.92

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

442,912

   

$

1,199,990

   

$

1,338,685

   

$

1,175,311

   

$

1,083,799

   

$

1,324,054

   

Portfolio Turnover (b) (i)

   

25

%

   

62

%

   

40

%

   

59

%

   

70

%(j)

   

19

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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.

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to 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, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

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

A summary of the valuations as of January 31, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,914,087

   

$

   

$

   

$

1,914,087

   

Exchange-Traded Funds

   

21,214

     

     

     

21,214

   

Total

 

$

1,935,301

   

$

   

$

   

$

1,935,301

   

As of January 31, 2023, 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.

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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.

Investment Transactions and Related Income:

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

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

As of January 31, 2023, 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

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

529,673

   

$

1,329,710

   

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.2

   

USAA Target Retirement Income Fund

   

0.4

   

USAA Target Retirement 2030 Fund

   

1.3

   

USAA Target Retirement 2040 Fund

   

2.2

   

USAA Target Retirement 2050 Fund

   

1.4

   

USAA Target Retirement 2060 Fund

   

0.2

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

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

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

rate of 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Large-Cap Growth Funds Index. The Lipper Large-Cap Growth Funds Index tracks the total return performance of the largest funds within the Lipper Large-Cap Growth Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 Large-Cap Growth Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $(374) and $(234) for Fund Shares and Institutional Shares, in thousands, respectively. Performance adjustments were (0.05)% and (0.07)% for Fund Shares and Institutional Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM entered into a Subadvisory Agreement with Loomis, Sayles & Company, L.P. ("Loomis Sayles") under which Loomis Sayles directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2023, 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

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.92% and 0.88% for Fund Shares and Institutional Shares, respectively.

Under the terms of the expense limitation agreement, 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.

 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

As of January 31, 2023, 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 January 31, 2023.

Expires
2026
 

Total

 
$

39

   

$

39

   

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 January 31, 2023.

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.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the six months ended January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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 January 31, 2023, were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
January 31, 2023
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

4,306

     

11

     

4.14

%

 

$

8,405

   

*  Based on the number of days borrowings were outstanding for the six months ended January 31, 2023.

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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Growth Fund

 

Victory Growth Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


19


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

987.90

   

$

1,020.82

   

$

4.36

   

$

4.43

     

0.87

%

 

Institutional Shares

   

1,000.00

     

987.90

     

1,021.12

     

4.06

     

4.13

     

0.81

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


20


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Growth Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Loomis, Sayles & Company, LP (the "Subadviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement and Subadvisory Agreement were approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 21, 2022.

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

The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadviser in providing services to the Fund.

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

Advisory Agreement

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

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports

 


21


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

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

 


22


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

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

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

Subadvisory Agreement

In approving the Subadvisory Agreement with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadviser, including the personnel providing services; (ii) the Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreement. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreement. In approving the Subadvisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadviser, including information presented periodically throughout the previous year. The Board considered the Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and the Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadviser, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with

 


23


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to the Subadviser.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadviser. In considering the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreement were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreement and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of the Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreement. For similar reasons, the Board concluded that the potential for economies of scale in the Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreement.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that the Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to the Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended June 30, 2022, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of the Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadviser. The Board was mindful of the Adviser's focus on the Subadviser's performance. The Board also noted the Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices and the Adviser is appropriately monitoring the Fund's performamce; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.

 


24


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23420-0323


 

January 31, 2023

Semi Annual Report

USAA Growth & Income Fund

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


 

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, vcm.com has what you seek. Visit us anytime. We're always open.


 

USAA Mutual Funds Trust

TABLE OF CONTENTS

Investment Objective & Portfolio Holdings

   

2

   

Schedule of Portfolio Investments

   

3

   

Financial Statements

 

Statement of Assets and Liabilities

   

9

   

Statement of Operations

   

10

   

Statements of Changes in Net Assets

   

11

   

Financial Highlights

    13    

Notes to Financial Statements

   

16

   

Supplemental Information

   

24

   

Proxy Voting and Portfolio Holdings Information

   

24

   

Expense Examples

   

24

   

Advisory Contract Approval

   

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 Growth & Income Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Apple, Inc.

   

5.6

%

 

Microsoft Corp.

   

5.3

%

 

Visa, Inc. Class A

   

2.1

%

 

Alphabet, Inc. Class C

   

2.0

%

 

Amazon.com, Inc.

   

1.9

%

 

NVIDIA Corp.

   

1.7

%

 

UnitedHealth Group, Inc.

   

1.7

%

 

Vertex Pharmaceuticals, Inc.

   

1.5

%

 

Johnson & Johnson

   

1.3

%

 

Exxon Mobil Corp.

   

1.3

%

 

Sector Allocation*:

January 31, 2023

(% 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 Growth & Income Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.7%)

 

Communication Services (6.8%):

 

Alphabet, Inc. Class C (a)

   

330,474

   

$

33,004

   

AT&T, Inc.

   

576,332

     

11,740

   

Comcast Corp. Class A

   

274,253

     

10,792

   

Fox Corp. Class A

   

75,364

     

2,558

   

Meta Platforms, Inc. Class A (a)

   

57,358

     

8,545

   

Netflix, Inc. (a)

   

33,711

     

11,929

   

Omnicom Group, Inc.

   

138,769

     

11,933

   

Sirius XM Holdings, Inc. (b)

   

1,477,792

     

8,556

   

The Interpublic Group of Cos., Inc.

   

240,887

     

8,783

   

Verizon Communications, Inc.

   

41,772

     

1,736

   
     

109,576

   

Communications Equipment (1.4%):

 

Cisco Systems, Inc.

   

363,797

     

17,706

   

Motorola Solutions, Inc.

   

16,630

     

4,274

   
     

21,980

   

Consumer Discretionary (10.2%):

 

Amazon.com, Inc. (a)

   

291,054

     

30,016

   

Best Buy Co., Inc.

   

87,194

     

7,736

   

Booking Holdings, Inc. (a)

   

3,339

     

8,127

   

Chipotle Mexican Grill, Inc. (a)

   

3,209

     

5,283

   

Dollar Tree, Inc. (a)

   

82,533

     

12,395

   

Genuine Parts Co.

   

21,823

     

3,662

   

H&R Block, Inc.

   

145,522

     

5,672

   

Lennar Corp. Class A

   

31,413

     

3,217

   

Lowe's Cos., Inc.

   

46,676

     

9,720

   

McDonald's Corp.

   

24,308

     

6,500

   

PulteGroup, Inc.

   

57,892

     

3,294

   

Starbucks Corp.

   

26,594

     

2,903

   

Target Corp.

   

47,451

     

8,168

   

Tesla, Inc. (a)

   

88,539

     

15,337

   

The Home Depot, Inc.

   

22,189

     

7,193

   

Toll Brothers, Inc.

   

34,407

     

2,047

   

Tractor Supply Co.

   

56,190

     

12,811

   

Ulta Beauty, Inc. (a)

   

16,673

     

8,569

   

Williams-Sonoma, Inc.

   

18,301

     

2,470

   

Yum! Brands, Inc.

   

77,798

     

10,153

   
     

165,273

   

Consumer Staples (7.1%):

 

Altria Group, Inc.

   

359,755

     

16,203

   

Campbell Soup Co.

   

68,955

     

3,581

   

Colgate-Palmolive Co.

   

71,391

     

5,321

   

Constellation Brands, Inc. Class A

   

65,082

     

15,068

   

Costco Wholesale Corp.

   

30,443

     

15,561

   

General Mills, Inc.

   

62,311

     

4,883

   

Kimberly-Clark Corp.

   

24,081

     

3,131

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

PepsiCo, Inc.

   

29,950

   

$

5,122

   

Philip Morris International, Inc.

   

123,785

     

12,903

   

The Coca-Cola Co.

   

55,340

     

3,393

   

The Hershey Co.

   

53,935

     

12,114

   

The Procter & Gamble Co.

   

88,878

     

12,654

   

Walmart, Inc.

   

27,175

     

3,910

   
     

113,844

   

Energy (4.2%):

 

Cheniere Energy, Inc.

   

27,654

     

4,225

   

Chevron Corp.

   

66,307

     

11,539

   

Devon Energy Corp.

   

122,260

     

7,732

   

Diamondback Energy, Inc.

   

46,506

     

6,796

   

EOG Resources, Inc.

   

62,480

     

8,263

   

Exxon Mobil Corp.

   

174,692

     

20,266

   

Marathon Petroleum Corp.

   

32,471

     

4,173

   

Valero Energy Corp.

   

40,094

     

5,614

   
     

68,608

   

Financials (10.1%):

 

Aflac, Inc.

   

80,256

     

5,899

   

American Express Co.

   

56,988

     

9,969

   

American Financial Group, Inc.

   

20,705

     

2,952

   

Ameriprise Financial, Inc.

   

31,097

     

10,888

   

Capital One Financial Corp.

   

11,426

     

1,360

   

Discover Financial Services

   

34,322

     

4,006

   

East West Bancorp, Inc.

   

31,994

     

2,512

   

Everest Re Group Ltd.

   

8,853

     

3,096

   

FactSet Research Systems, Inc.

   

5,000

     

2,115

   

Fidelity National Financial, Inc.

   

205,312

     

9,040

   

Jefferies Financial Group, Inc.

   

186,551

     

7,328

   

JPMorgan Chase & Co.

   

45,678

     

6,393

   

LPL Financial Holdings, Inc.

   

14,834

     

3,517

   

M&T Bank Corp.

   

35,146

     

5,483

   

MetLife, Inc.

   

54,457

     

3,976

   

Morgan Stanley

   

37,781

     

3,677

   

MSCI, Inc.

   

13,426

     

7,137

   

Popular, Inc.

   

28,672

     

1,968

   

Principal Financial Group, Inc.

   

83,972

     

7,772

   

Regions Financial Corp.

   

684,477

     

16,113

   

Synchrony Financial

   

207,783

     

7,632

   

Synovus Financial Corp.

   

42,250

     

1,772

   

The Goldman Sachs Group, Inc.

   

22,871

     

8,366

   

The Hanover Insurance Group, Inc.

   

20,591

     

2,771

   

The Hartford Financial Services Group, Inc.

   

67,231

     

5,218

   

The Progressive Corp.

   

80,508

     

10,977

   

The Travelers Cos., Inc.

   

26,181

     

5,004

   

U.S. Bancorp

   

132,173

     

6,582

   
     

163,523

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Health Care (14.9%):

 

Abbott Laboratories

   

20,636

   

$

2,281

   

AbbVie, Inc.

   

23,865

     

3,526

   

Agilent Technologies, Inc.

   

63,203

     

9,612

   

Amgen, Inc.

   

52,972

     

13,370

   

BioMarin Pharmaceutical, Inc. (a)

   

75,409

     

8,698

   

Bristol-Myers Squibb Co.

   

85,272

     

6,195

   

Cardinal Health, Inc.

   

67,721

     

5,232

   

Chemed Corp.

   

6,392

     

3,229

   

Cigna Corp.

   

23,956

     

7,586

   

CVS Health Corp.

   

76,570

     

6,755

   

Dexcom, Inc. (a)

   

86,351

     

9,247

   

Elevance Health, Inc.

   

12,564

     

6,282

   

Eli Lilly & Co.

   

25,930

     

8,924

   

Gilead Sciences, Inc.

   

151,549

     

12,721

   

Intuitive Surgical, Inc. (a)

   

28,345

     

6,964

   

Jazz Pharmaceuticals PLC (a)

   

81,321

     

12,740

   

Johnson & Johnson

   

133,154

     

21,760

   

McKesson Corp.

   

16,715

     

6,330

   

Merck & Co., Inc.

   

129,048

     

13,861

   

Pfizer, Inc.

   

170,278

     

7,520

   

Quest Diagnostics, Inc.

   

32,016

     

4,754

   

Tenet Healthcare Corp. (a)

   

90,928

     

4,987

   

Thermo Fisher Scientific, Inc.

   

12,164

     

6,938

   

UnitedHealth Group, Inc.

   

53,904

     

26,908

   

Vertex Pharmaceuticals, Inc. (a)

   

76,240

     

24,633

   
     

241,053

   

Industrials (9.8%):

 

3M Co.

   

47,514

     

5,468

   

Cintas Corp.

   

14,782

     

6,559

   

CoStar Group, Inc. (a)

   

76,412

     

5,953

   

CSX Corp.

   

90,521

     

2,799

   

Cummins, Inc.

   

16,514

     

4,121

   

Deere & Co.

   

13,376

     

5,656

   

Expeditors International of Washington, Inc.

   

26,266

     

2,841

   

Fastenal Co.

   

178,830

     

9,040

   

General Dynamics Corp.

   

29,272

     

6,822

   

HEICO Corp. Class A

   

90,547

     

12,104

   

Huntington Ingalls Industries, Inc.

   

12,598

     

2,778

   

Illinois Tool Works, Inc.

   

21,648

     

5,110

   

Lennox International, Inc.

   

14,191

     

3,698

   

Lockheed Martin Corp.

   

22,592

     

10,466

   

ManpowerGroup, Inc.

   

35,316

     

3,078

   

Masco Corp.

   

150,349

     

7,999

   

Northrop Grumman Corp.

   

9,276

     

4,156

   

Old Dominion Freight Line, Inc.

   

29,077

     

9,690

   

Owens Corning

   

35,247

     

3,407

   

Quanta Services, Inc.

   

71,967

     

10,953

   

Republic Services, Inc.

   

24,194

     

3,020

   

Snap-on, Inc.

   

20,079

     

4,994

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Union Pacific Corp.

   

34,457

   

$

7,036

   

United Parcel Service, Inc. Class B

   

46,231

     

8,563

   

Verisk Analytics, Inc.

   

42,485

     

7,723

   

W.W. Grainger, Inc.

   

5,677

     

3,346

   
     

157,380

   

IT Services (5.3%):

 

Accenture PLC Class A

   

26,441

     

7,378

   

Automatic Data Processing, Inc.

   

13,069

     

2,951

   

Block, Inc. (a)

   

47,074

     

3,847

   

Gartner, Inc. (a)

   

23,402

     

7,913

   

International Business Machines Corp.

   

44,262

     

5,963

   

Mastercard, Inc. Class A

   

18,091

     

6,705

   

Paychex, Inc.

   

34,915

     

4,045

   

Snowflake, Inc. Class A (a)

   

46,404

     

7,260

   

Toast, Inc. Class A (a)

   

247,574

     

5,523

   

Visa, Inc. Class A

   

147,576

     

33,974

   
     

85,559

   

Materials (3.1%):

 

Avery Dennison Corp.

   

9,145

     

1,732

   

CF Industries Holdings, Inc.

   

54,418

     

4,609

   

Graphic Packaging Holding Co.

   

388,442

     

9,358

   

LyondellBasell Industries NV Class A

   

129,939

     

12,564

   

Nucor Corp.

   

51,973

     

8,785

   

Packaging Corp. of America

   

40,390

     

5,764

   

Reliance Steel & Aluminum Co.

   

10,353

     

2,355

   

Steel Dynamics, Inc.

   

29,919

     

3,609

   

Westlake Corp.

   

13,519

     

1,659

   
     

50,435

   

Real Estate (3.1%):

 

AvalonBay Communities, Inc.

   

17,172

     

3,047

   

Boston Properties, Inc.

   

27,309

     

2,036

   

Digital Realty Trust, Inc.

   

56,533

     

6,480

   

Equinix, Inc.

   

4,490

     

3,314

   

Equity Residential

   

33,576

     

2,137

   

National Retail Properties, Inc.

   

43,884

     

2,078

   

Prologis, Inc.

   

37,376

     

4,832

   

Realty Income Corp.

   

74,143

     

5,029

   

Regency Centers Corp.

   

22,544

     

1,502

   

SBA Communications Corp.

   

23,731

     

7,061

   

VICI Properties, Inc.

   

329,360

     

11,257

   

Vornado Realty Trust

   

69,695

     

1,700

   
     

50,473

   

Semiconductors & Semiconductor Equipment (5.4%):

 

Advanced Micro Devices, Inc. (a)

   

68,708

     

5,164

   

Enphase Energy, Inc. (a)

   

29,876

     

6,614

   

Intel Corp.

   

84,231

     

2,380

   

KLA Corp.

   

24,766

     

9,720

   

Lam Research Corp.

   

23,345

     

11,675

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Monolithic Power Systems, Inc.

   

23,101

   

$

9,854

   

NVIDIA Corp.

   

138,733

     

27,104

   

QUALCOMM, Inc.

   

30,313

     

4,038

   

Skyworks Solutions, Inc.

   

23,784

     

2,608

   

Texas Instruments, Inc.

   

43,027

     

7,625

   
     

86,782

   

Software (8.5%):

 

Intuit, Inc.

   

20,526

     

8,676

   

Microsoft Corp.

   

342,790

     

84,947

   

Palo Alto Networks, Inc. (a)

   

35,252

     

5,592

   

Salesforce, Inc. (a)

   

34,657

     

5,821

   

ServiceNow, Inc. (a)

   

35,375

     

16,100

   

Synopsys, Inc. (a)

   

27,617

     

9,770

   

Workday, Inc. Class A (a)

   

30,394

     

5,514

   
     

136,420

   

Technology Hardware, Storage & Peripherals (6.7%):

 

Apple, Inc.

   

621,615

     

89,693

   

Hewlett Packard Enterprise Co.

   

183,562

     

2,961

   

HP, Inc.

   

367,834

     

10,718

   

NetApp, Inc.

   

63,533

     

4,208

   
     

107,580

   

Utilities (3.1%):

 

American Electric Power Co., Inc.

   

47,863

     

4,497

   

DTE Energy Co.

   

32,563

     

3,789

   

Duke Energy Corp.

   

80,035

     

8,200

   

Evergy, Inc.

   

82,622

     

5,176

   

Exelon Corp.

   

143,366

     

6,049

   

Sempra Energy

   

26,615

     

4,267

   

The Southern Co.

   

182,996

     

12,385

   

UGI Corp.

   

139,191

     

5,544

   
     

49,907

   

Total Common Stocks (Cost $1,260,528)

   

1,608,393

   

Collateral for Securities Loaned (0.5%)^

 
Goldman Sachs Financial Square Government Fund, Institutional Shares,
4.22% (c)
   

2,194,521

     

2,195

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (c)

   

2,194,521

     

2,194

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (c)

   

2,194,521

     

2,194

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares,
4.14% (c)
   

2,194,521

     

2,195

   

Total Collateral for Securities Loaned (Cost $8,778)

   

8,778

   

Total Investments (Cost $1,269,306) — 100.2%

   

1,617,171

   

Liabilities in excess of other assets — (0.2)%

   

(3,958

)

 

NET ASSETS — 100.00%

 

$

1,613,213

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Growth & Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on January 31, 2023.

PLC — Public Limited Company

See notes to financial statements.

 


8


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Growth &
Income Fund
 

Assets:

 

Investments, at value (Cost $1,269,306)

 

$

1,617,171

(a)

 

Cash

   

3,826

   

Receivables:

 

Interest and dividends

   

1,007

   

Capital shares issued

   

155

   

Investments sold

   

1,446

   

From Adviser

   

7

   

Prepaid expenses

   

12

   

Total Assets

   

1,623,624

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

8,778

   

Capital shares redeemed

   

470

   

Accrued expenses and other payables:

 

Investment advisory fees

   

735

   

Administration fees

   

199

   

Custodian fees

   

13

   

Transfer agent fees

   

108

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

106

   

Total Liabilities

   

10,411

   

Net Assets:

 

Capital

   

1,315,453

   

Total accumulated earnings/(loss)

   

297,760

   

Net Assets

 

$

1,613,213

   

Net Assets

 

Fund Shares

 

$

1,607,697

   

Institutional Shares

   

4,761

   

Class A

   

755

   

Total

 

$

1,613,213

   

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

 

Fund Shares

   

81,549

   

Institutional Shares

   

240

   

Class A

   

39

   

Total

   

81,828

   

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

 

Fund Shares

 

$

19.71

   

Institutional Shares

   

19.80

   

Class A

   

19.62

   

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
 

$

20.82

   

(a)  Includes $8,471 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.

 


9


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Growth &
Income Fund
 

Investment Income:

 

Dividends

 

$

16,102

   

Interest

   

63

   

Securities lending (net of fees)

   

406

   

Foreign tax withholding

   

(3

)

 

Total Income

   

16,568

   

Expenses:

 

Investment advisory fees

   

4,416

   

Administration fees — Fund Shares

   

1,192

   

Administration fees — Institutional Shares

   

2

   

Administration fees — Class A

   

1

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

1

   

Custodian fees

   

35

   

Transfer agent fees — Fund Shares

   

628

   

Transfer agent fees — Institutional Shares

   

2

   

Transfer agent fees — Class A

   

(a)

 

Trustees' fees

   

23

   

Compliance fees

   

8

   

Legal and audit fees

   

50

   

State registration and filing fees

   

36

   

Other expenses

   

113

   

Total Expenses

   

6,527

   

Expenses waived/reimbursed by Adviser

   

(21

)

 

Net Expenses

   

6,506

   

Net Investment Income (Loss)

   

10,062

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(5,867

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(11,579

)

 

Net realized/unrealized gains (losses) on investments

   

(17,446

)

 

Change in net assets resulting from operations

 

$

(7,384

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA Growth & Income Fund

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

10,062

   

$

15,736

   

Net realized gains (losses)

   

(5,867

)

   

193,593

   

Net change in unrealized appreciation/depreciation

   

(11,579

)

   

(335,138

)

 

Change in net assets resulting from operations

   

(7,384

)

   

(125,809

)

 

Distributions to Shareholders:

 

Fund Shares

   

(165,578

)

   

(218,056

)

 

Institutional Shares

   

(491

)

   

(1,013

)

 

Class A

   

(87

)

   

(96

)

 

Change in net assets resulting from distributions to shareholders

   

(166,156

)

   

(219,165

)

 

Change in net assets resulting from capital transactions

   

108,169

     

(124,503

)

 

Change in net assets

   

(65,371

)

   

(469,477

)

 

Net Assets:

 

Beginning of period

   

1,678,584

     

2,148,061

   

End of period

 

$

1,613,213

   

$

1,678,584

   

(continues on next page)

See notes to financial statements.

 


11


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Growth & Income Fund

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

29,226

   

$

81,304

   

Distributions reinvested

   

162,839

     

214,656

   

Cost of shares redeemed

   

(84,098

)

   

(203,002

)

 

Total Fund Shares

 

$

107,967

   

$

92,958

   

Institutional Shares

 

Proceeds from shares issued

 

$

1,445

   

$

4,436

   

Distributions reinvested

   

488

     

1,011

   

Cost of shares redeemed

   

(1,844

)

   

(223,014

)

 

Total Institutional Shares

 

$

89

   

$

(217,567

)

 

Class A

 

Proceeds from shares issued

 

$

142

   

$

157

   

Distributions reinvested

   

83

     

81

   

Cost of shares redeemed

   

(112

)

   

(132

)

 

Total Class A

 

$

113

   

$

106

   

Change in net assets resulting from capital transactions

 

$

108,169

   

$

(124,503

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,429

     

3,313

   

Reinvested

   

8,388

     

8,617

   

Redeemed

   

(4,135

)

   

(8,279

)

 

Total Fund Shares

   

5,682

     

3,651

   

Institutional Shares

 

Issued

   

68

     

177

   

Reinvested

   

25

     

40

   

Redeemed

   

(88

)

   

(7,945

)

 

Total Institutional Shares

   

5

     

(7,728

)

 

Class A

 

Issued

   

8

     

7

   

Reinvested

   

4

     

3

   

Redeemed

   

(6

)

   

(6

)

 

Total Class A

   

6

     

4

   

Change in Shares

   

5,693

     

(4,073

)

 

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Growth & Income Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

22.05

   

$

26.78

   

$

20.41

   

$

23.70

   

$

26.19

   

$

24.25

   

Investment Activities:

 

Net investment income (loss)

   

0.13

(a)

   

0.21

(a)

   

0.15

(a)

   

0.22

(a)

   

0.25

     

0.19

   
Net realized and unrealized
gains (losses)
   

(0.25

)

   

(1.86

)

   

6.40

     

1.45

     

(0.24

)

   

3.03

   
Total from Investment
Activities
   

(0.12

)

   

(1.65

)

   

6.55

     

1.67

     

0.01

     

3.22

   

Distributions to Shareholders from:

 

Net investment income

   

(0.07

)

   

(0.22

)

   

(0.18

)

   

(0.23

)

   

(0.24

)

   

(0.18

)

 

Net realized gains

   

(2.15

)

   

(2.86

)

   

     

(4.73

)

   

(2.26

)

   

(1.10

)

 

Total Distributions

   

(2.22

)

   

(3.08

)

   

(0.18

)

   

(4.96

)

   

(2.50

)

   

(1.28

)

 

Net Asset Value, End of Period

 

$

19.71

   

$

22.05

   

$

26.78

   

$

20.41

   

$

23.70

   

$

26.19

   

Total Return (b) (c)

   

(0.33

)%

   

(7.41

)%

   

32.24

%

   

7.81

%

   

0.89

%

   

13.59

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.82

%

   

0.81

%

   

0.81

%

   

0.87

%

   

0.88

%

   

0.88

%

 

Net Investment Income (Loss) (d)

   

1.26

%

   

0.84

%

   

0.63

%

   

1.05

%

   

1.04

%

   

0.80

%

 

Gross Expenses (d) (e)

   

0.82

%

   

0.81

%

   

0.81

%

   

0.87

%

   

0.88

%

   

0.88

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,607,697

   

$

1,672,669

   

$

1,934,246

   

$

1,605,020

   

$

1,673,033

   

$

1,756,259

   

Portfolio Turnover (b) (h)

   

27

%

   

71

%

   

62

%

   

74

%

   

93

%(i)

   

23

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

(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.

(i)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


13


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Growth & Income Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

22.12

   

$

26.75

   

$

20.38

   

$

23.68

   

$

26.17

   

$

24.23

   

Investment Activities:

 

Net investment income (loss)

   

0.22

(a)

   

0.16

(a)

   

0.15

(a)

   

0.23

(a)

   

0.26

     

0.20

   
Net realized and unrealized
gains (losses)
   

(0.23

)

   

(1.67

)

   

6.40

     

1.44

     

(0.24

)

   

3.03

   
Total from Investment
Activities
   

(0.01

)

   

(1.51

)

   

6.55

     

1.67

     

0.02

     

3.23

   

Distributions to Shareholders from:

 

Net investment income

   

(0.16

)

   

(0.26

)

   

(0.18

)

   

(0.24

)

   

(0.25

)

   

(0.19

)

 

Net realized gains

   

(2.15

)

   

(2.86

)

   

     

(4.73

)

   

(2.26

)

   

(1.10

)

 

Total Distributions

   

(2.31

)

   

(3.12

)

   

(0.18

)

   

(4.97

)

   

(2.51

)

   

(1.29

)

 

Net Asset Value, End of Period

 

$

19.80

   

$

22.12

   

$

26.75

   

$

20.38

   

$

23.68

   

$

26.17

   

Total Return (b) (c)

   

0.18

%

   

(6.77

)%

   

32.32

%

   

7.86

%

   

0.94

%

   

13.66

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

(0.02

)%(h)

   

0.72

%

   

0.79

%

   

0.83

%

   

0.83

%(i)

   

0.84

%

 

Net Investment Income (Loss) (d)

   

2.10

%

   

0.59

%

   

0.65

%

   

1.09

%

   

1.09

%

   

0.85

%

 

Gross Expenses (d) (e)

   

0.44

%(h)

   

0.74

%

   

0.79

%

   

0.83

%

   

0.83

%

   

0.84

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

4,761

   

$

5,193

   

$

213,041

   

$

172,787

   

$

165,137

   

$

159,148

   

Portfolio Turnover (b) (j)

   

27

%

   

71

%

   

62

%

   

74

%

   

93

%(k)

   

23

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

(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)  For the six months ended January 31, 2023, the net expense ratio and gross expense ratio include the impact of performance fee adjustments. If the performance fee adjustment of (0.86)% was not applied, the net expense ratio and gross expense ratio would have been 0.84% and 1.30%, respectively.

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

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

(k)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


14


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Growth & Income Fund

 
   

Class A

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

21.96

   

$

26.69

   

$

20.31

   

$

23.61

   

$

26.10

   

$

24.17

   

Investment Activities:

 

Net investment income (loss)

   

0.12

(a)

   

0.21

(a)

   

0.08

(a)

   

0.16

(a)

   

0.19

     

0.12

   
Net realized and unrealized
gains (losses)
   

(0.24

)

   

(1.85

)

   

6.40

     

1.45

     

(0.25

)

   

3.02

   
Total from Investment
Activities
   

(0.12

)

   

(1.64

)

   

6.48

     

1.61

     

(0.06

)

   

3.14

   

Distributions to Shareholders from:

 

Net investment income

   

(0.07

)

   

(0.23

)

   

(0.10

)

   

(0.18

)

   

(0.17

)

   

(0.11

)

 

Net realized gains

   

(2.15

)

   

(2.86

)

   

     

(4.73

)

   

(2.26

)

   

(1.10

)

 

Total Distributions

   

(2.22

)

   

(3.09

)

   

(0.10

)

   

(4.91

)

   

(2.43

)

   

(1.21

)

 

Net Asset Value, End of Period

 

$

19.62

   

$

21.96

   

$

26.69

   

$

20.31

   

$

23.61

   

$

26.10

   
Total Return (excludes sales
charge) (b) (c)
   

(0.35

)%

   

(7.38

)%

   

32.04

%

   

7.52

%

   

0.62

%

   

13.28

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.90

%

   

0.78

%

   

1.09

%

   

1.14

%

   

1.15

%

   

1.17

%(h)

 

Net Investment Income (Loss) (d)

   

1.17

%

   

0.87

%

   

0.35

%

   

0.79

%

   

0.77

%

   

0.52

%

 

Gross Expenses (d) (e)

   

3.45

%

   

3.01

%

   

1.49

%

   

1.14

%

   

1.23

%

   

1.20

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

755

   

$

722

   

$

774

   

$

8,514

   

$

9,912

   

$

10,858

   

Portfolio Turnover (b) (i)

   

27

%

   

71

%

   

62

%

   

74

%

   

93

%(j)

   

23

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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
January 31, 2023
 

  (Unaudited)

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

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

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

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

A summary of the valuations as of January 31, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,608,393

   

$

   

$

   

$

1,608,393

   

Collateral for Securities Loaned

   

8,778

     

     

     

8,778

   

Total

 

$

1,617,171

   

$

   

$

   

$

1,617,171

   

As of January 31, 2023, 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:

Open-End Funds:

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

Investment Transactions and Related Income:

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

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 January 31, 2023.

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

8,471

   

$

   

$

8,778

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Allocations:

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

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing fees, and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

428,018

   

$

470,066

   

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 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Multi-Cap Core Funds Index. The Lipper Multi-Cap Core Funds Index tracks the total return performance of the largest funds within the Lipper Multi-Cap Core Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

For the period August 1, 2022, to January 31, 2023, performance adjustments were $(347), $(21), and $(1) for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.04)%, (0.86)%, and (0.25)% 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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
January 31, 2023
 

  (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 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.88%, 0.84%, and 1.15% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

29

   

$

31

   

$

21

   

$

81

   

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 January 31, 2023.

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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023.

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

8. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Growth & Income Fund

 

Victory Growth & Income Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


23


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

996.70

   

$

1,021.07

   

$

4.13

   

$

4.18

     

0.82

%

 

Institutional Shares**

   

1,000.00

     

1,001.80

     

1,020.97

     

4.24

     

4.28

     

0.84

%

 

Class A

   

1,000.00

     

996.50

     

1,020.67

     

4.53

     

4.58

     

0.90

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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

 


24


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Growth & Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


25


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods, and also took into account the Fund's more recent improved performance.

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

 


26


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


27


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23432-0323


 

January 31, 2023

Semi Annual Report

USAA Income Stock Fund

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


 

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, 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

    7    

Statement of Operations

    8    

Statements of Changes in Net Assets

    9    

Financial Highlights

    11    

Notes to Financial Statements

   

13

   

Supplemental Information

   

22

   

Proxy Voting and Portfolio Holdings Information

    22    

Expense Examples

    22    

Advisory Contract Approval

    23    

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 Income Stock Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Johnson & Johnson

   

2.4

%

 

Exxon Mobil Corp.

   

2.2

%

 

Cisco Systems, Inc.

   

1.9

%

 

Altria Group, Inc.

   

1.8

%

 

Regions Financial Corp.

   

1.8

%

 

Amgen, Inc.

   

1.5

%

 

Philip Morris International, Inc.

   

1.4

%

 

The Procter & Gamble Co.

   

1.4

%

 

Gilead Sciences, Inc.

   

1.4

%

 

LyondellBasell Industries NV Class A

   

1.4

%

 

Sector Allocation*:

January 31, 2023

(% 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 Income Stock Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (99.6%)

 

Communication Services (6.3%):

 

AT&T, Inc.

   

1,605,353

   

$

32,702

   

Comcast Corp. Class A

   

771,823

     

30,371

   

Fox Corp. Class A

   

214,091

     

7,266

   

Omnicom Group, Inc.

   

390,536

     

33,582

   

Sirius XM Holdings, Inc. (a)

   

4,158,916

     

24,080

   

The Interpublic Group of Cos., Inc.

   

686,410

     

25,027

   

Verizon Communications, Inc.

   

116,418

     

4,839

   
     

157,867

   

Consumer Discretionary (7.7%):

 

Best Buy Co., Inc.

   

243,007

     

21,560

   

Genuine Parts Co.

   

60,820

     

10,207

   

H&R Block, Inc.

   

330,992

     

12,902

   

Lennar Corp. Class A

   

89,418

     

9,156

   

Lowe's Cos., Inc.

   

130,086

     

27,090

   

McDonald's Corp.

   

68,495

     

18,316

   

PulteGroup, Inc.

   

164,964

     

9,385

   

Starbucks Corp.

   

74,078

     

8,085

   

Target Corp.

   

132,175

     

22,753

   

The Home Depot, Inc.

   

59,739

     

19,366

   

Toll Brothers, Inc.

   

101,299

     

6,026

   

Williams-Sonoma, Inc.

   

52,149

     

7,037

   

Yum! Brands, Inc.

   

162,247

     

21,174

   
     

193,057

   

Consumer Staples (8.2%):

 

Altria Group, Inc.

   

1,012,450

     

45,601

   

Campbell Soup Co.

   

118,635

     

6,161

   

Colgate-Palmolive Co.

   

198,964

     

14,829

   

General Mills, Inc.

   

173,658

     

13,608

   

Kimberly-Clark Corp.

   

69,141

     

8,989

   

PepsiCo, Inc.

   

86,176

     

14,738

   

Philip Morris International, Inc.

   

344,984

     

35,961

   

The Coca-Cola Co.

   

160,548

     

9,845

   

The Hershey Co.

   

33,800

     

7,591

   

The Procter & Gamble Co.

   

250,129

     

35,613

   

Walmart, Inc.

   

76,479

     

11,003

   
     

203,939

   

Energy (6.4%):

 

Chevron Corp.

   

186,606

     

32,473

   

Devon Energy Corp.

   

340,735

     

21,548

   

EOG Resources, Inc.

   

175,838

     

23,255

   

Exxon Mobil Corp.

   

477,819

     

55,431

   

Marathon Petroleum Corp.

   

90,447

     

11,624

   

Valero Energy Corp.

   

112,838

     

15,801

   
     

160,132

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Financials (15.8%):

 

Aflac, Inc.

   

226,138

   

$

16,621

   

American Express Co.

   

160,379

     

28,056

   

American Financial Group, Inc.

   

57,674

     

8,224

   

Ameriprise Financial, Inc.

   

86,621

     

30,327

   

Capital One Financial Corp.

   

33,823

     

4,025

   

Discover Financial Services

   

97,801

     

11,416

   

East West Bancorp, Inc.

   

90,040

     

7,070

   

Everest Re Group Ltd.

   

24,661

     

8,624

   

FactSet Research Systems, Inc.

   

14,741

     

6,235

   

Fidelity National Financial, Inc.

   

577,805

     

25,441

   

Jefferies Financial Group, Inc.

   

525,645

     

20,647

   

JPMorgan Chase & Co.

   

129,922

     

18,184

   

M&T Bank Corp.

   

98,912

     

15,430

   

MetLife, Inc.

   

151,771

     

11,082

   

Morgan Stanley

   

103,964

     

10,119

   

Popular, Inc.

   

79,864

     

5,482

   

Principal Financial Group, Inc.

   

234,237

     

21,679

   

Regions Financial Corp.

   

1,880,526

     

44,268

   

Synchrony Financial

   

591,458

     

21,724

   

Synovus Financial Corp.

   

120,266

     

5,045

   

The Goldman Sachs Group, Inc.

   

63,743

     

23,318

   

The Hanover Insurance Group, Inc.

   

56,661

     

7,625

   

The Hartford Financial Services Group, Inc.

   

187,271

     

14,534

   

The Travelers Cos., Inc.

   

73,681

     

14,082

   

U.S. Bancorp

   

376,233

     

18,736

   
     

397,994

   

Health Care (15.9%):

 

Abbott Laboratories

   

57,514

     

6,358

   

AbbVie, Inc.

   

67,164

     

9,923

   

Amgen, Inc.

   

145,748

     

36,787

   

Bristol-Myers Squibb Co.

   

242,729

     

17,634

   

Cardinal Health, Inc.

   

192,379

     

14,861

   

Chemed Corp.

   

18,013

     

9,099

   

Cigna Corp.

   

67,419

     

21,350

   

CVS Health Corp.

   

215,753

     

19,034

   

Elevance Health, Inc.

   

33,087

     

16,543

   

Eli Lilly & Co.

   

71,037

     

24,447

   

Gilead Sciences, Inc.

   

422,360

     

35,453

   

Johnson & Johnson

   

367,229

     

60,012

   

McKesson Corp.

   

46,586

     

17,641

   

Merck & Co., Inc.

   

262,001

     

28,142

   

Pfizer, Inc.

   

479,210

     

21,162

   

Quest Diagnostics, Inc.

   

89,228

     

13,249

   

Thermo Fisher Scientific, Inc.

   

34,664

     

19,770

   

UnitedHealth Group, Inc.

   

52,791

     

26,352

   
     

397,817

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Industrials (12.0%):

 

3M Co.

   

135,392

   

$

15,581

   

Cintas Corp.

   

41,600

     

18,460

   

CSX Corp.

   

255,061

     

7,886

   

Cummins, Inc.

   

46,001

     

11,479

   

Expeditors International of Washington, Inc.

   

73,163

     

7,913

   

Fastenal Co.

   

498,392

     

25,193

   

General Dynamics Corp.

   

83,325

     

19,420

   

Huntington Ingalls Industries, Inc.

   

35,899

     

7,917

   

Illinois Tool Works, Inc.

   

61,688

     

14,561

   

Lennox International, Inc.

   

39,939

     

10,409

   

Lockheed Martin Corp.

   

62,964

     

29,168

   

ManpowerGroup, Inc.

   

100,528

     

8,762

   

Masco Corp.

   

427,970

     

22,768

   

Northrop Grumman Corp.

   

13,826

     

6,195

   

Old Dominion Freight Line, Inc.

   

33,460

     

11,150

   

Owens Corning

   

98,233

     

9,494

   

Republic Services, Inc.

   

70,678

     

8,822

   

Snap-on, Inc.

   

55,961

     

13,919

   

Union Pacific Corp.

   

96,973

     

19,802

   

United Parcel Service, Inc. Class B

   

130,108

     

24,099

   

W.W. Grainger, Inc.

   

16,178

     

9,537

   
     

302,535

   

Information Technology (11.8%):

 

Accenture PLC Class A

   

75,345

     

21,025

   

Apple, Inc.

   

192,134

     

27,723

   

Automatic Data Processing, Inc.

   

38,153

     

8,615

   

Cisco Systems, Inc.

   

997,727

     

48,560

   

Hewlett Packard Enterprise Co.

   

517,225

     

8,343

   

HP, Inc.

   

1,025,137

     

29,872

   

Intel Corp.

   

194,196

     

5,488

   

International Business Machines Corp.

   

123,358

     

16,620

   

KLA Corp.

   

27,839

     

10,926

   

Mastercard, Inc. Class A

   

50,419

     

18,686

   

Microsoft Corp.

   

101,460

     

25,143

   

Motorola Solutions, Inc.

   

47,338

     

12,166

   

NetApp, Inc.

   

177,066

     

11,727

   

Paychex, Inc.

   

99,492

     

11,527

   

QUALCOMM, Inc.

   

85,310

     

11,364

   

Skyworks Solutions, Inc.

   

66,250

     

7,266

   

Texas Instruments, Inc.

   

121,090

     

21,458

   
     

296,509

   

Materials (4.6%):

 

Avery Dennison Corp.

   

26,059

     

4,937

   

CF Industries Holdings, Inc.

   

153,336

     

12,988

   

LyondellBasell Industries NV Class A

   

365,685

     

35,358

   

Nucor Corp.

   

140,617

     

23,767

   

Packaging Corp. of America

   

115,094

     

16,424

   

Reliance Steel & Aluminum Co.

   

28,840

     

6,560

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Income Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Steel Dynamics, Inc.

   

83,383

   

$

10,059

   

Westlake Corp.

   

38,048

     

4,670

   
     

114,763

   

Real Estate (5.1%):

 

AvalonBay Communities, Inc.

   

47,254

     

8,385

   

Boston Properties, Inc.

   

76,111

     

5,673

   

Digital Realty Trust, Inc.

   

153,947

     

17,645

   

Equinix, Inc.

   

12,509

     

9,233

   

Equity Residential

   

92,392

     

5,881

   

National Retail Properties, Inc.

   

120,758

     

5,718

   

Prologis, Inc.

   

104,109

     

13,459

   

Realty Income Corp.

   

211,273

     

14,331

   

Regency Centers Corp.

   

62,035

     

4,133

   

SBA Communications Corp.

   

23,999

     

7,140

   

VICI Properties, Inc.

   

900,578

     

30,783

   

Vornado Realty Trust

   

194,237

     

4,737

   
     

127,118

   

Utilities (5.8%):

 

American Electric Power Co., Inc.

   

133,322

     

12,527

   

DTE Energy Co.

   

90,704

     

10,555

   

Duke Energy Corp.

   

223,056

     

22,852

   

Evergy, Inc.

   

350,857

     

21,981

   

Exelon Corp.

   

397,904

     

16,788

   

Sempra Energy

   

75,840

     

12,160

   

The Southern Co.

   

502,331

     

33,998

   

UGI Corp.

   

399,647

     

15,918

   
     

146,779

   

Total Common Stocks (Cost $2,020,070)

   

2,498,510

   

Collateral for Securities Loaned (1.0%)^

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (b)
   

6,175,989

     

6,176

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (b)

   

6,175,989

     

6,176

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (b)

   

6,175,989

     

6,176

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (b)
   

6,175,989

     

6,176

   

Total Collateral for Securities Loaned (Cost $24,704)

   

24,704

   

Total Investments (Cost $2,044,774) — 100.6%

   

2,523,214

   

Liabilities in excess of other assets — (0.6)%

   

(15,353

)

 

NET ASSETS — 100.00%

 

$

2,507,861

   

^  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 January 31, 2023.

PLC — Public Limited Company

See notes to financial statements.

 


6


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Income
Stock Fund
 

Assets:

 

Investments, at value (Cost $2,044,774)

 

$

2,523,214

(a)

 

Cash

   

7,794

   

Receivables:

 

Interest and dividends

   

2,778

   

Capital shares issued

   

789

   

Reclaims

   

338

   

From Adviser

   

19

   

Prepaid expenses

   

16

   

Total Assets

   

2,534,948

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

24,704

   

Capital shares redeemed

   

750

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,059

   

Administration fees

   

282

   

Custodian fees

   

20

   

Transfer agent fees

   

156

   

Compliance fees

   

2

   

Trustees' fees

   

(b)

 

Other accrued expenses

   

114

   

Total Liabilities

   

27,087

   

Net Assets:

 

Capital

   

2,005,384

   

Total accumulated earnings/(loss)

   

502,477

   

Net Assets

 

$

2,507,861

   

Net Assets

 

Fund Shares

 

$

1,683,706

   

Institutional Shares

   

824,155

   

Total

 

$

2,507,861

   

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

 

Fund Shares

   

93,402

   

Institutional Shares

   

45,798

   

Total

   

139,200

   

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

 

Fund Shares

 

$

18.03

   

Institutional Shares

   

18.00

   

(a)  Includes $23,839 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.

 


7


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Income
Stock Fund
 

Investment Income:

 

Dividends

 

$

39,406

   

Interest

   

50

   

Securities lending (net of fees)

   

1,158

   

Foreign tax withholding

   

(16

)

 

Total Income

   

40,598

   

Expenses:

 

Investment advisory fees

   

6,394

   

Administration fees — Fund Shares

   

1,236

   

Administration fees — Institutional Shares

   

455

   

Sub-Administration fees

   

12

   

Custodian fees

   

55

   

Transfer agent fees — Fund Shares

   

491

   

Transfer agent fees — Institutional Shares

   

455

   

Trustees' fees

   

24

   

Compliance fees

   

13

   

Legal and audit fees

   

57

   

State registration and filing fees

   

35

   

Interfund lending fees

   

1

   

Other expenses

   

160

   

Total Expenses

   

9,388

   

Expenses waived/reimbursed by Adviser

   

(49

)

 

Net Expenses

   

9,339

   

Net Investment Income (Loss)

   

31,259

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

19,124

   

Net change in unrealized appreciation/depreciation on investment securities

   

58,951

   

Net realized/unrealized gains (losses) on investments

   

78,075

   

Change in net assets resulting from operations

 

$

109,334

   

See notes to financial statements.

 


8


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Income Stock Fund

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

31,259

   

$

57,445

   

Net realized gains (losses)

   

19,124

     

255,926

   

Net change in unrealized appreciation/depreciation

   

58,951

     

(234,853

)

 

Change in net assets resulting from operations

   

109,334

     

78,518

   

Distributions to Shareholders:

 

Fund Shares

   

(137,786

)

   

(173,892

)

 

Institutional Shares

   

(72,821

)

   

(115,113

)

 

R6 Shares

   

     

(3

)(a)

 

Change in net assets resulting from distributions to shareholders

   

(210,607

)

   

(289,008

)

 

Change in net assets resulting from capital transactions

   

(15,148

)

   

15,459

   

Change in net assets

   

(116,421

)

   

(195,031

)

 

Net Assets:

 

Beginning of period

   

2,624,282

     

2,819,313

   

End of period

 

$

2,507,861

   

$

2,624,282

   

(a)  R6 Shares activity is for the period August 1, 2021, to February 28, 2022 (date of termination).

(continues on next page)

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Income Stock Fund

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

32,644

   

$

83,412

   

Distributions reinvested

   

133,407

     

168,003

   

Cost of shares redeemed

   

(89,695

)

   

(196,041

)

 

Total Fund Shares

 

$

76,356

   

$

55,374

   

Institutional Shares

 

Proceeds from shares issued

 

$

111,296

   

$

238,151

   

Distributions reinvested

   

72,711

     

115,011

   

Cost of shares redeemed

   

(275,511

)

   

(393,052

)

 

Total Institutional Shares

 

$

(91,504

)

 

$

(39,890

)

 

R6 Shares

 

Proceeds from shares issued

 

$

   

$

3

(a)

 

Distributions reinvested

   

     

3

(a)

 

Cost of shares redeemed

   

     

(31

)(a)

 

Total R6 Shares

 

$

   

$

(25

)

 

Change in net assets resulting from capital transactions

 

$

(15,148

)

 

$

15,459

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,793

     

4,240

   

Reinvested

   

7,449

     

8,564

   

Redeemed

   

(4,935

)

   

(9,964

)

 

Total Fund Shares

   

4,307

     

2,840

   

Institutional Shares

 

Issued

   

6,031

     

11,749

   

Reinvested

   

4,066

     

5,867

   

Redeemed

   

(15,221

)

   

(20,215

)

 

Total Institutional Shares

   

(5,124

)

   

(2,599

)

 

R6 Shares

 

Issued

   

     

(a)(b)

 

Reinvested

   

     

(a)(b)

 

Redeemed

   

     

(1

)(a)

 

Total R6 Shares

   

     

(1

)

 

Change in Shares

   

(817

)

   

240

   

(a)  R6 Shares activity is for the period August 1, 2021, to February 28, 2022 (date of termination).

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Income Stock Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

18.75

   

$

20.18

   

$

15.73

   

$

19.78

   

$

20.24

   

$

19.68

   

Investment Activities:

 

Net investment income (loss)

   

0.22

(a)

   

0.40

(a)

   

0.34

(a)

   

0.40

(a)

   

0.43

     

0.40

   
Net realized and unrealized
gains (losses)
   

0.62

     

0.21

     

4.45

     

(0.87

)

   

0.70

     

1.74

   
Total from Investment
Activities
   

0.84

     

0.61

     

4.79

     

(0.47

)

   

1.13

     

2.14

   

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

(0.43

)

   

(0.33

)

   

(0.36

)

   

(0.44

)

   

(0.40

)

 

Net realized gains

   

(1.37

)

   

(1.61

)

   

(0.01

)

   

(3.22

)

   

(1.15

)

   

(1.18

)

 

Total Distributions

   

(1.56

)

   

(2.04

)

   

(0.34

)

   

(3.58

)

   

(1.59

)

   

(1.58

)

 

Net Asset Value, End of Period

 

$

18.03

   

$

18.75

   

$

20.18

   

$

15.73

   

$

19.78

   

$

20.24

   

Total Return (b) (c)

   

4.65

%

   

2.75

%

   

30.75

%

   

(3.84

)%

   

6.26

%

   

11.16

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.74

%

   

0.70

%

   

0.70

%

   

0.74

%

   

0.75

%

   

0.76

%(h)

 

Net Investment Income (Loss) (d)

   

2.44

%

   

2.04

%

   

1.90

%

   

2.31

%

   

2.44

%

   

2.19

%

 

Gross Expenses (d) (e)

   

0.74

%

   

0.70

%

   

0.70

%

   

0.74

%

   

0.75

%

   

0.76

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,683,706

   

$

1,670,838

   

$

1,740,731

   

$

1,482,959

   

$

1,707,034

   

$

1,713,558

   

Portfolio Turnover (b) (i)

   

17

%

   

50

%

   

53

%

   

64

%

   

86

%(j)

   

23

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


11


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Income Stock Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

18.72

   

$

20.15

   

$

15.71

   

$

19.76

   

$

20.22

   

$

19.66

   

Investment Activities:

 

Net investment income (loss)

   

0.23

(a)

   

0.40

(a)

   

0.34

(a)

   

0.40

(a)

   

0.43

     

0.41

   
Net realized and unrealized
gains (losses)
   

0.62

     

0.21

     

4.44

     

(0.86

)

   

0.70

     

1.73

   
Total from Investment
Activities
   

0.85

     

0.61

     

4.78

     

(0.46

)

   

1.13

     

2.14

   

Distributions to Shareholders from:

 

Net investment income

   

(0.20

)

   

(0.43

)

   

(0.33

)

   

(0.37

)

   

(0.44

)

   

(0.40

)

 

Net realized gains

   

(1.37

)

   

(1.61

)

   

(0.01

)

   

(3.22

)

   

(1.15

)

   

(1.18

)

 

Total Distributions

   

(1.57

)

   

(2.04

)

   

(0.34

)

   

(3.59

)

   

(1.59

)

   

(1.58

)

 

Net Asset Value, End of Period

 

$

18.00

   

$

18.72

   

$

20.15

   

$

15.71

   

$

19.76

   

$

20.22

   

Total Return (b) (c)

   

4.66

%

   

2.77

%

   

30.75

%

   

(3.81

)%

   

6.30

%

   

11.21

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.72

%

   

0.68

%

   

0.68

%

   

0.72

%

   

0.73

%

   

0.72

%(h)

 

Net Investment Income (Loss) (d)

   

2.46

%

   

2.05

%

   

1.91

%

   

2.34

%

   

2.47

%

   

2.22

%

 

Gross Expenses (d) (e)

   

0.73

%

   

0.69

%

   

0.69

%

   

0.72

%

   

0.73

%

   

0.72

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

824,155

   

$

953,444

   

$

1,078,555

   

$

1,028,803

   

$

1,088,446

   

$

1,034,842

   

Portfolio Turnover (b) (i)

   

17

%

   

50

%

   

53

%

   

64

%

   

86

%(j)

   

23

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

  (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 Income Stock Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. Effective February 28, 2022, the R6 Shares were liquidated. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to 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, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

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

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

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

A summary of the valuations as of January 31, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

2,498,510

   

$

   

$

   

$

2,498,510

   

Collateral for Securities Loaned

   

24,704

     

     

     

24,704

   

Total

 

$

2,523,214

   

$

   

$

   

$

2,523,214

   

As of January 31, 2023, 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:

Open-End Funds:

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

Investment Transactions and Related Income:

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

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 January 31, 2023.

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

23,839

   

$

   

$

24,704

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

Allocations:

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

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

424,669

   

$

619,896

   

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.3

   

USAA Target Retirement Income Fund

   

0.2

   

USAA Target Retirement 2030 Fund

   

0.6

   

USAA Target Retirement 2040 Fund

   

1.0

   

USAA Target Retirement 2050 Fund

   

0.7

   

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 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Equity Income Funds Index. The Lipper Equity Income Funds Index tracks the total return performance of the largest funds within the Lipper Equity Income Funds category.

 


16


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 Equity Income Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, there were no performance fee adjustments. 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 January 31, 2023, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Compliance fees.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.76% and 0.72% for Fund Shares and Institutional Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

2

   

$

38

   

$

33

   

$

49

   

$

122

   

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 January 31, 2023.

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.

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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.

Financials Sectors Risk — The Fund's investments in companies within the financials sector means that market or economic factors impacting that sector could have a significant effect on the value of the Fund's investments and could make the Fund's performance more volatile. Financial companies, such as retail and commercial banks, insurance companies, and financial services companies, are especially subject to the adverse effects of economic recession, currency exchange rates, extensive government regulation, decreases in the availability of capital, volatile interest rates, portfolio concentrations in geographic markets, industries or products (such as commercial and residential real estate loans), and competition from new entrants in their fields of business.

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2023, were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
January 31, 2023
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
Borrower  

$

   

$

7,809

     

1

     

4.31

%

 

$

7,809

   

*  Based on the number of days borrowings were outstanding for the six months ended January 31, 2023.

8. Federal Income Tax Information:

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

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

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

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Income Stock Fund

 

Victory Income Stock Fund

 
 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


21


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

1,046.50

   

$

1,021.48

   

$

3.82

   

$

3.77

     

0.74

%

 

Institutional Shares

   

1,000.00

     

1,046.60

     

1,021.58

     

3.71

     

3.67

     

0.72

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


22


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Income Stock Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


23


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, five- and ten-year periods ended June 30, 2022, and was below the average of its performance universe for the three-year period ended June 30, 2022, and that the Fund's performance was above its Lipper index for the one-year period ended June 30, 2022, and was below its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods, and also took into account the Fund's more recent improved performance.

 


24


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


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

 

vcm.com

  (800) 235-8396  

23422-0323


 

January 31, 2023

Semi Annual Report

USAA Science & Technology Fund

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


 

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, 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

    11    

Statement of Operations

    12    

Statements of Changes in Net Assets

    13    

Financial Highlights

    14    

Notes to Financial Statements

   

16

   

Supplemental Information

   

25

   

Proxy Voting and Portfolio Holdings Information

    25    

Expense Examples

    25    

Advisory Contract Approval

    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 Science & Technology Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term capital appreciation.

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Microsoft Corp.

   

8.8

%

 

Amazon.com, Inc.

   

4.4

%

 

Vertex Pharmaceuticals, Inc.

   

3.8

%

 

MACOM Technology Solutions Holdings, Inc.

   

2.7

%

 

Visa, Inc. Class A

   

2.5

%

 

Impinj, Inc.

   

2.2

%

 

Lattice Semiconductor Corp.

   

2.1

%

 

ServiceNow, Inc.

   

2.1

%

 

Varonis Systems, Inc.

   

1.8

%

 

Meta Platforms, Inc. Class A

   

1.8

%

 

Sector Allocation*:

January 31, 2023

(% 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 Science & Technology Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.6%)

 

Australia (0.2%):

 

Health Care (0.2%):

 

Opthea Ltd., ADR (a)

   

305,881

   

$

1,667

   

Belgium (0.0%): (b)

 

Health Care (0.0%):

 

UCB SA

   

2,705

     

222

   

Brazil (0.0%): (b)

 

Health Care (0.0%):

 

Hapvida Participacoes E Investimentos SA (a) (c)

   

73,848

     

75

   

Canada (0.3%):

 

Health Care (0.3%):

 

Xenon Pharmaceuticals, Inc. (a)

   

75,626

     

2,956

   

Cayman Islands (0.5%):

 

Health Care (0.5%):

 

Theravance Biopharma, Inc. (a)

   

432,234

     

4,672

   

China (0.6%):

 

Consumer Discretionary (0.4%):

 

Alibaba Group Holding Ltd. (a)

   

142,300

     

1,957

   

Trip.com Group Ltd. (a)

   

57,150

     

2,102

   
     

4,059

   

Health Care (0.1%):

 

Everest Medicines Ltd. (a) (c)

   

23,000

     

73

   

InnoCare Pharma Ltd. (a) (c)

   

18,000

     

31

   

Zai Lab Ltd. (a)

   

28,600

     

120

   
     

224

   

Information Technology (0.1%):

 

Glodon Co. Ltd. Class A

   

112,700

     

1,094

   
     

5,377

   

Denmark (0.0%): (b)

 

Health Care (0.0%):

 

Ascendis Pharma A/S, ADR (a)

   

929

     

115

   

Genmab A/S (a)

   

287

     

113

   
     

228

   

Finland (0.4%):

 

Information Technology (0.4%):

 

Nokia Oyj, ADR

   

786,517

     

3,744

   

Ireland (1.8%):

 

Health Care (1.8%):

 

Alkermes PLC (a)

   

4,400

     

126

   

ICON PLC (a)

   

100

     

23

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Jazz Pharmaceuticals PLC (a)

   

105,431

   

$

16,517

   

Prothena Corp. PLC (a)

   

26,878

     

1,520

   
     

18,186

   

Israel (1.3%):

 

Information Technology (1.3%):

 

Monday.com Ltd. (a) (d)

   

60,710

     

7,904

   

Wix.com Ltd. (a)

   

60,975

     

5,303

   
     

13,207

   

Italy (0.0%): (b)

 

Health Care (0.0%):

 

DiaSorin SpA

   

1,056

     

137

   

Japan (0.7%):

 

Health Care (0.5%):

 

Astellas Pharma, Inc.

   

3,500

     

52

   

Chugai Pharmaceutical Co. Ltd.

   

5,900

     

153

   

Daiichi Sankyo Co. Ltd.

   

9,050

     

284

   

Eisai Co. Ltd.

   

3,765

     

233

   

Hoya Corp.

   

37,000

     

4,069

   

Ono Pharmaceutical Co. Ltd.

   

5,030

     

109

   
     

4,900

   

Information Technology (0.2%):

 

Rohm Co. Ltd.

   

30,850

     

2,473

   
     

7,373

   

Netherlands (0.0%): (b)

 

Health Care (0.0%):

 

Argenx SE, ADR (a)

   

305

     

117

   

Merus NV (a)

   

3,685

     

57

   
     

174

   

Singapore (0.6%):

 

Information Technology (0.6%):

 

Flex Ltd. (a)

   

255,952

     

5,977

   

Switzerland (0.0%): (b)

 

Health Care (0.0%):

 

Novartis AG Registered Shares

   

1,358

     

123

   

Tecan Group AG Class R

   

254

     

106

   
     

229

   

Taiwan (0.8%):

 

Information Technology (0.8%):

 

ASPEED Technology, Inc.

   

18,600

     

1,317

   

Hon Hai Precision Industry Co. Ltd.

   

722,000

     

2,408

   

Silicon Motion Technology Corp., ADR

   

71,494

     

4,583

   
     

8,308

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

United Kingdom (0.5%):

 

Consumer Discretionary (0.2%):

 

Trainline PLC (a) (c)

   

436,293

   

$

1,527

   

Health Care (0.3%):

 

Abcam PLC, ADR (a)

   

8,819

     

123

   

AstraZeneca PLC, ADR

   

5,521

     

361

   

Genus PLC

   

3,913

     

140

   

GSK PLC

   

8,133

     

143

   

Hikma Pharmaceuticals PLC

   

4,996

     

106

   

Immunocore Holdings PLC, ADR (a)

   

39,365

     

2,412

   

Smith & Nephew PLC

   

9,795

     

135

   

Verona Pharma PLC, ADR (a)

   

4,637

     

102

   
     

3,522

   
     

5,049

   

United States (90.9%):

 

Communication Services (6.0%):

 

Alphabet, Inc. Class A (a)

   

104,690

     

10,348

   

Bandwidth, Inc. Class A (a)

   

139,600

     

3,473

   

Cargurus, Inc. (a)

   

93,728

     

1,654

   

Meta Platforms, Inc. Class A (a)

   

119,816

     

17,849

   

Netflix, Inc. (a)

   

32,811

     

11,611

   

Take-Two Interactive Software, Inc. (a)

   

78,583

     

8,898

   

ZoomInfo Technologies, Inc. (a)

   

265,904

     

7,506

   
     

61,339

   

Consumer Discretionary (6.4%):

 

2U, Inc. (a)

   

603,160

     

5,205

   

Airbnb, Inc. Class A (a)

   

19,456

     

2,162

   

Amazon.com, Inc. (a)

   

432,983

     

44,654

   

Booking Holdings, Inc. (a)

   

3,175

     

7,728

   

Etsy, Inc. (a)

   

17,767

     

2,444

   

Peloton Interactive, Inc. Class A (a)

   

198,799

     

2,571

   
     

64,764

   

Health Care (23.0%):

 

Abbott Laboratories

   

3,085

     

341

   

Aclaris Therapeutics, Inc. (a)

   

5,344

     

90

   

AdaptHealth Corp. (a)

   

3,045

     

65

   

Addus HomeCare Corp. (a)

   

1,179

     

127

   

Agilent Technologies, Inc.

   

50,061

     

7,613

   

Agilon Health, Inc. (a)

   

5,609

     

122

   

Agios Pharmaceuticals, Inc. (a)

   

194,257

     

5,727

   

Aldeyra Therapeutics, Inc. (a)

   

487,758

     

2,878

   

Alnylam Pharmaceuticals, Inc. (a)

   

505

     

114

   

Amedisys, Inc. (a)

   

812

     

78

   

AmerisourceBergen Corp.

   

1,100

     

186

   

Amicus Therapeutics, Inc. (a)

   

496,772

     

6,478

   

Apellis Pharmaceuticals, Inc. (a)

   

113,389

     

5,979

   

Ardelyx, Inc. (a)

   

738,059

     

2,162

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Athenex, Inc. (a)

   

2,812,296

   

$

514

   

AtriCure, Inc. (a)

   

2,686

     

116

   

Avantor, Inc. (a)

   

4,546

     

109

   

Baxter International, Inc.

   

1,102

     

50

   

Becton Dickinson and Co.

   

1,822

     

460

   

Biogen, Inc. (a)

   

691

     

201

   

Biohaven Ltd. (a)

   

160,900

     

3,072

   

BioMarin Pharmaceutical, Inc. (a)

   

62,691

     

7,231

   

Bio-Techne Corp.

   

1,233

     

98

   

Blueprint Medicines Corp. (a)

   

777

     

36

   

Boston Scientific Corp. (a)

   

12,617

     

584

   

Bristol-Myers Squibb Co.

   

7,167

     

521

   

Cara Therapeutics, Inc. (a)

   

321,160

     

3,751

   

Celldex Therapeutics, Inc. (a)

   

1,926

     

85

   

Centene Corp. (a)

   

8,736

     

666

   

Chinook Therapeutics, Inc. (a)

   

237,927

     

6,012

   

Cytokinetics, Inc. (a)

   

3,193

     

136

   

Danaher Corp.

   

3,917

     

1,036

   

Day One Biopharmaceuticals, Inc. (a)

   

62,456

     

1,360

   

Dexcom, Inc. (a)

   

3,216

     

344

   

Edwards Lifesciences Corp. (a)

   

5,423

     

416

   

Elanco Animal Health, Inc. (a)

   

2,797

     

38

   

Eli Lilly & Co.

   

4,687

     

1,613

   

Encompass Health Corp.

   

3,024

     

189

   

Equillium, Inc. (a)

   

991,921

     

1,022

   

Exact Sciences Corp. (a)

   

61,073

     

4,124

   

FibroGen, Inc. (a)

   

151,684

     

3,580

   

Glaukos Corp. (a)

   

2,586

     

127

   

HCA Healthcare, Inc.

   

2,041

     

521

   

Hologic, Inc. (a)

   

2,773

     

226

   

Humana, Inc.

   

1,438

     

736

   

Ideaya Biosciences, Inc. (a)

   

81,737

     

1,392

   

IGM Biosciences, Inc. (a)

   

281,720

     

6,403

   

Illumina, Inc. (a)

   

1,298

     

278

   

Immunovant, Inc. (a)

   

150,765

     

2,679

   

Inari Medical, Inc. (a)

   

1,777

     

101

   

Inhibrx, Inc. (a)

   

66,252

     

1,656

   

Insulet Corp. (a)

   

833

     

239

   

Intra-Cellular Therapies, Inc. (a)

   

2,720

     

130

   

Ironwood Pharmaceuticals, Inc. (a)

   

9,908

     

114

   

Karuna Therapeutics, Inc. (a)

   

705

     

141

   

Krystal Biotech, Inc. (a)

   

86,780

     

7,213

   

Kura Oncology, Inc. (a)

   

86,077

     

1,190

   

Laboratory Corp. of America Holdings

   

920

     

232

   

Madrigal Pharmaceuticals, Inc. (a)

   

7,319

     

2,110

   

Merck & Co., Inc.

   

10,927

     

1,174

   

Mettler-Toledo International, Inc. (a)

   

2,505

     

3,840

   

Moderna, Inc. (a)

   

70,952

     

12,492

   

Molina Healthcare, Inc. (a)

   

1,424

     

444

   

NanoString Technologies, Inc. (a)

   

11,144

     

118

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Nuvalent, Inc. Class A (a)

   

86,822

   

$

2,626

   

ORIC Pharmaceuticals, Inc. (a)

   

370,967

     

2,100

   

Owens & Minor, Inc. (a)

   

3,374

     

67

   

Pacific Biosciences of California, Inc. (a)

   

147,257

     

1,633

   

Pfizer, Inc.

   

30,239

     

1,335

   

Pliant Therapeutics, Inc. (a)

   

58,076

     

2,035

   

Prometheus Biosciences, Inc. (a)

   

38,161

     

4,337

   

Provention Bio, Inc. (a)

   

138,732

     

1,201

   

PTC Therapeutics, Inc. (a)

   

33,877

     

1,555

   

QuidelOrtho Corp. (a)

   

821

     

70

   

Rain Oncology, Inc. (a)

   

149,555

     

1,343

   

Reata Pharmaceuticals, Inc. Class A (a)

   

29,015

     

1,257

   

Regeneron Pharmaceuticals, Inc. (a)

   

335

     

254

   

Regulus Therapeutics, Inc. (a)

   

627,009

     

903

   

Repligen Corp. (a)

   

100

     

19

   

Replimune Group, Inc. (a)

   

192,003

     

5,347

   

Revance Therapeutics, Inc. (a)

   

201,250

     

6,979

   

REVOLUTION Medicines, Inc. (a)

   

149,946

     

4,010

   

Rocket Pharmaceuticals, Inc. (a)

   

139,305

     

3,027

   

Sage Therapeutics, Inc. (a)

   

36,225

     

1,606

   

Sarepta Therapeutics, Inc. (a)

   

82,228

     

10,276

   

Seagen, Inc. (a)

   

970

     

135

   

SpringWorks Therapeutics, Inc. (a)

   

161,298

     

5,065

   

Stryker Corp.

   

2,416

     

613

   

Surgery Partners, Inc. (a)

   

4,928

     

164

   

Syndax Pharmaceuticals, Inc. (a)

   

69,084

     

1,983

   

Syneos Health, Inc. (a)

   

6,209

     

223

   

Teleflex, Inc.

   

812

     

198

   

Ultragenyx Pharmaceutical, Inc. (a)

   

979

     

44

   

UnitedHealth Group, Inc.

   

4,296

     

2,144

   

Vaxcyte, Inc. (a)

   

142,322

     

6,454

   

Veeva Systems, Inc. Class A (a)

   

35,108

     

5,988

   

Ventyx Biosciences, Inc. (a)

   

84,307

     

3,541

   

Veracyte, Inc. (a)

   

3,568

     

90

   

Vertex Pharmaceuticals, Inc. (a)

   

120,020

     

38,778

   

Waters Corp. (a)

   

568

     

187

   

Zoetis, Inc.

   

3,548

     

587

   

Zymeworks, Inc. (a) (d)

   

153,669

     

1,452

   
     

232,506

   

Information Technology (55.5%):

 

Advanced Micro Devices, Inc. (a)

   

84,615

     

6,359

   

Ambarella, Inc. (a)

   

145,553

     

13,076

   

Applied Materials, Inc.

   

119,911

     

13,369

   

AppLovin Corp. Class A (a) (d)

   

179,058

     

2,274

   

Arista Networks, Inc. (a)

   

39,108

     

4,928

   

Backblaze, Inc. Class A (a)

   

141,376

     

1,009

   

Bentley Systems, Inc. Class B

   

27,598

     

1,078

   

Block, Inc. (a)

   

66,781

     

5,457

   

Calix, Inc. (a)

   

76,868

     

4,046

   

Ceridian HCM Holding, Inc. (a)

   

84,500

     

6,108

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Dropbox, Inc. Class A (a)

   

163,775

   

$

3,805

   

Dynatrace, Inc. (a)

   

168,061

     

6,459

   

Extreme Networks, Inc. (a)

   

393,268

     

7,091

   

F5, Inc. (a)

   

26,798

     

3,957

   

Fair Isaac Corp. (a)

   

17,000

     

11,321

   

Five9, Inc. (a)

   

16,122

     

1,270

   

FleetCor Technologies, Inc. (a)

   

17,076

     

3,566

   

Genpact Ltd.

   

85,051

     

4,021

   

Gitlab, Inc. Class A (a)

   

97,715

     

4,828

   

Global Payments, Inc.

   

47,830

     

5,391

   

GoDaddy, Inc. Class A (a)

   

177,704

     

14,595

   

Guidewire Software, Inc. (a)

   

24,375

     

1,785

   

Harmonic, Inc. (a)

   

422,037

     

5,558

   

HashiCorp, Inc. Class A (a)

   

64,992

     

2,091

   

HubSpot, Inc. (a)

   

5,595

     

1,942

   

Impinj, Inc. (a)

   

173,619

     

22,532

   

Intel Corp.

   

74,002

     

2,091

   

KLA Corp.

   

15,763

     

6,187

   

Lam Research Corp.

   

24,309

     

12,157

   

Lattice Semiconductor Corp. (a)

   

284,383

     

21,553

   

MACOM Technology Solutions Holdings, Inc. (a)

   

406,178

     

27,222

   

Marvell Technology, Inc.

   

291,706

     

12,587

   

MaxLinear, Inc. (a)

   

177,197

     

7,301

   

Micron Technology, Inc.

   

74,416

     

4,487

   

Microsoft Corp.

   

361,036

     

89,468

   

Monolithic Power Systems, Inc.

   

35,850

     

15,292

   

NVIDIA Corp.

   

78,268

     

15,291

   

Okta, Inc. (a)

   

17,621

     

1,297

   

ON Semiconductor Corp. (a)

   

185,913

     

13,655

   

Palo Alto Networks, Inc. (a)

   

18,123

     

2,875

   

Paycom Software, Inc. (a)

   

47,358

     

15,341

   

PayPal Holdings, Inc. (a)

   

41,327

     

3,368

   

Qualtrics International, Inc. Class A (a)

   

100,764

     

1,589

   

RingCentral, Inc. Class A (a)

   

110,066

     

4,296

   

Salesforce, Inc. (a)

   

81,346

     

13,664

   

Samsara, Inc. Class A (a)

   

345,797

     

4,717

   

Semtech Corp. (a)

   

155,185

     

5,126

   

SentinelOne, Inc. Class A (a)

   

63,006

     

951

   

ServiceNow, Inc. (a)

   

46,939

     

21,363

   

Shift4 Payments, Inc. Class A (a)

   

106,448

     

6,817

   

Snowflake, Inc. Class A (a)

   

65,212

     

10,202

   

Sprout Social, Inc. Class A (a)

   

128,696

     

8,233

   

Squarespace, Inc. Class A (a)

   

73,546

     

1,745

   

Texas Instruments, Inc.

   

67,755

     

12,007

   

Twilio, Inc. Class A (a)

   

82,594

     

4,942

   

Varonis Systems, Inc. (a)

   

693,805

     

17,928

   

VeriSign, Inc. (a)

   

10,390

     

2,266

   

Visa, Inc. Class A

   

110,334

     

25,400

   

WEX, Inc. (a)

   

25,557

     

4,727

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Wolfspeed, Inc. (a)

   

45,431

   

$

3,499

   

Workday, Inc. Class A (a)

   

23,344

     

4,235

   
     

561,795

   
     

920,404

   

Total Common Stocks (Cost $752,118)

   

997,985

   

Rights (0.0%) (b)

 

United States (0.0%):

 

Health Care (0.0%):

 

Abiomed, Inc. (a) (e)

   

145

     

(f)

 

Contra Clementia Pharmaceuticals (a) (e)

   

14,251

     

(f)

 
     

(f)

 

Total Rights (Cost $19)

   

(f)

 

Warrants (0.0%) (b)

 

United States (0.0%):

 

Health Care (0.0%):

 

Athenex, Inc. (a)

   

5,153,482

     

(f)

 

Nuvation Bio, Inc. (a)

   

163,420

     

26

   

Regulus Therapeutics, Inc. (a) (g) (i)

   

470,257

     

(f)

 
     

26

   

Total Warrants (Cost $640)

   

26

   

Collateral for Securities Loaned (0.2%)^

 

United States (0.2%):

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (h)
   

534,235

     

535

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (h)

   

534,235

     

534

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (h)

   

534,235

     

534

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (h)
   

534,235

     

534

   

Total Collateral for Securities Loaned (Cost $2,137)

   

2,137

   

Total Investments (Cost $754,914) — 98.8%

   

1,000,148

   

Other assets in excess of liabilities — 1.2%

   

12,301

   

NET ASSETS — 100.00%

 

$

1,012,449

   

At January 31, 2023, the Fund's investments in foreign securities were 7.7% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Science & Technology Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. As of January 31, 2023, the fair value of these securities was $1,706 thousands and amounted to 0.2% 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 January 31, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(f)  Rounds to less than $1 thousand.

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

(h)  Rate disclosed is the daily yield on January 31, 2023.

(i)  The following table details the earliest acquisition date and cost of the Fund's restricted securities at January 31, 2023 (amount in thousand):

Security Name

 

Acquisition Date

 

Cost

 

Regulus Therapeutics, Inc.

 

12/03/2020

 

$

588

   

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

 


10


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Science &
Technology Fund
 

Assets:

 

Investments, at value (Cost $754,914)

 

$

1,000,148

(a)

 

Foreign currency, at value (Cost $188)

   

196

   

Cash

   

11,466

   

Receivables:

 

Interest and dividends

   

120

   

Capital shares issued

   

98

   

Investments sold

   

4,165

   

Reclaims

   

8

   

From Adviser

   

17

   

Prepaid expenses

   

9

   

Total Assets

   

1,016,227

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

2,137

   

Investments purchased

   

525

   

Capital shares redeemed

   

250

   

Accrued expenses and other payables:

 

Investment advisory fees

   

536

   

Administration fees

   

123

   

Custodian fees

   

13

   

Transfer agent fees

   

100

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

5

   

Other accrued expenses

   

87

   

Total Liabilities

   

3,778

   

Net Assets:

 

Capital

   

959,032

   

Total accumulated earnings/(loss)

   

53,417

   

Net Assets

 

$

1,012,449

   

Net Assets

 

Fund Shares

 

$

963,069

   

Class A

   

49,380

   

Total

 

$

1,012,449

   

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

 

Fund Shares

   

50,631

   

Class A

   

2,760

   

Total

   

53,391

   

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

 

Fund Shares

 

$

19.02

   

Class A

   

17.89

   

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
 

$

18.98

   

(a)  Includes $1,507 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.

 


11


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Science &
Technology Fund
 

Investment Income:

 

Dividends

 

$

1,479

   

Interest

   

159

   

Securities lending (net of fees)

   

163

   

Foreign tax withholding

   

(8

)

 

Total Income

   

1,793

   

Expenses:

 

Investment advisory fees

   

3,347

   

Administration fees — Fund Shares

   

726

   

Administration fees — Class A

   

38

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

63

   

Custodian fees

   

34

   

Transfer agent fees — Fund Shares

   

564

   

Transfer agent fees — Class A

   

25

   

Trustees' fees

   

23

   

Compliance fees

   

5

   

Legal and audit fees

   

51

   

State registration and filing fees

   

30

   

Interfund lending fees

   

3

   

Other expenses

   

93

   

Total Expenses

   

5,022

   

Expenses waived/reimbursed by Adviser

   

(26

)

 

Net Expenses

   

4,996

   

Net Investment Income (Loss)

   

(3,203

)

 

Realized/Unrealized Gains (Losses) from Investments:

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

(73,205

)

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

25,153

   

Net realized/unrealized gains (losses) on investments

   

(48,052

)

 

Change in net assets resulting from operations

 

$

(51,255

)

 

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Science & Technology Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

(3,203

)

 

$

(10,212

)

 

Net realized gains (losses)

   

(73,205

)

   

(89,350

)

 

Net change in unrealized appreciation/depreciation

   

25,153

     

(608,567

)

 

Change in net assets resulting from operations

   

(51,255

)

   

(708,129

)

 

Distributions to Shareholders:

 

Fund Shares

   

     

(232,742

)

 

Class A

   

     

(13,315

)

 

Change in net assets resulting from distributions to shareholders

   

     

(246,057

)

 

Change in net assets resulting from capital transactions

   

(59,662

)

   

44,830

   

Change in net assets

   

(110,917

)

   

(909,356

)

 

Net Assets:

 

Beginning of period

   

1,123,366

     

2,032,722

   

End of period

 

$

1,012,449

   

$

1,123,366

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

22,061

   

$

82,344

   

Distributions reinvested

   

     

228,857

   

Cost of shares redeemed

   

(77,440

)

   

(263,314

)

 

Total Fund Shares

 

$

(55,379

)

 

$

47,887

   

Class A

 

Proceeds from shares issued

 

$

434

   

$

2,968

   

Distributions reinvested

   

     

12,974

   

Cost of shares redeemed

   

(4,717

)

   

(18,999

)

 

Total Class A

 

$

(4,283

)

 

$

(3,057

)

 

Change in net assets resulting from capital transactions

 

$

(59,662

)

 

$

44,830

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,198

     

3,009

   

Reinvested

   

     

7,988

   

Redeemed

   

(4,255

)

   

(9,756

)

 

Total Fund Shares

   

(3,057

)

   

1,241

   

Class A

 

Issued

   

25

     

113

   

Reinvested

   

     

480

   

Redeemed

   

(275

)

   

(710

)

 

Total Class A

   

(250

)

   

(117

)

 

Change in Shares

   

(3,307

)

   

1,124

   

See notes to financial statements.

 


13


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Science & Technology Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

19.87

   

$

36.68

   

$

28.93

   

$

28.39

   

$

29.19

   

$

26.89

   

Investment Activities:

 

Net investment income (loss)

   

(0.06

)(a)

   

(0.17

)(a)

   

(0.26

)(a)

   

(0.17

)(a)

   

0.01

     

(b)

 
Net realized and unrealized
gains (losses)
   

(0.79

)

   

(12.03

)

   

9.92

     

7.26

     

2.83

     

4.50

   
Total from Investment
Activities
   

(0.85

)

   

(12.20

)

   

9.66

     

7.09

     

2.84

     

4.50

   

Distributions to Shareholders from:

 

Net realized gains

   

     

(4.61

)

   

(1.91

)

   

(6.55

)

   

(3.64

)

   

(2.20

)

 

Total Distributions

   

     

(4.61

)

   

(1.91

)

   

(6.55

)

   

(3.64

)

   

(2.20

)

 

Net Asset Value, End of Period

 

$

19.02

   

$

19.87

   

$

36.68

   

$

28.93

   

$

28.39

   

$

29.19

   

Total Return (c) (d)

   

(4.33

)%

   

(37.07

)%

   

33.71

%

   

30.85

%

   

12.79

%

   

17.55

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.97

%

   

0.95

%

   

0.99

%

   

1.04

%

   

1.02

%(i)

   

1.04

%(i)

 

Net Investment Income (Loss) (e)

   

(0.62

)%

   

(0.64

)%

   

(0.76

)%

   

(0.66

)%

   

(0.39

)%

   

(0.31

)%

 

Gross Expenses (e) (f)

   

0.97

%

   

0.95

%

   

0.99

%

   

1.04

%

   

1.02

%(i)

   

1.04

%(i)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

963,069

   

$

1,067,016

   

$

1,923,477

   

$

1,559,222

   

$

1,383,956

   

$

1,328,080

   

Portfolio Turnover (c) (j)

   

34

%

   

46

%

   

43

%

   

44

%

   

109

%(k)

   

56

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

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

(i)  Reflects total annual operating expenses before reduction of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

(k)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


14


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Science & Technology Fund

 
   

Class A

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

18.72

   

$

34.93

   

$

27.71

   

$

27.53

   

$

28.49

   

$

26.36

   

Investment Activities:

 

Net investment income (loss)

   

(0.08

)(a)

   

(0.24

)(a)

   

(0.35

)(a)

   

(0.23

)(a)

   

(0.07

)

   

(0.08

)

 
Net realized and unrealized
gains (losses)
   

(0.75

)

   

(11.36

)

   

9.48

     

6.96

     

2.75

     

4.41

   
Total from Investment
Activities
   

(0.83

)

   

(11.60

)

   

9.13

     

6.73

     

2.68

     

4.33

   

Distributions to Shareholders from:

 

Net realized gains

   

     

(4.61

)

   

(1.91

)

   

(6.55

)

   

(3.64

)

   

(2.20

)

 

Total Distributions

   

     

(4.61

)

   

(1.91

)

   

(6.55

)

   

(3.64

)

   

(2.20

)

 

Net Asset Value, End of Period

 

$

17.89

   

$

18.72

   

$

34.93

   

$

27.71

   

$

27.53

   

$

28.49

   
Total Return (excludes sales
charge) (b) (c)
   

(4.43

)%

   

(37.26

)%

   

33.27

%

   

30.47

%

   

12.52

%

   

17.24

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

1.24

%

   

1.24

%

   

1.30

%

   

1.33

%

   

1.29

%(h)(i)

   

1.31

%(h)(j)

 

Net Investment Income (Loss) (e)

   

(0.89

)%

   

(0.93

)%

   

(1.07

)%

   

(0.94

)%

   

(0.65

)%

   

(0.57

)%

 

Gross Expenses (d) (e)

   

1.25

%

   

1.24

%

   

1.30

%

   

1.33

%

   

1.29

%(h)

   

1.31

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

49,380

   

$

56,350

   

$

109,245

   

$

93,813

   

$

104,773

   

$

115,229

   

Portfolio Turnover (c) (k)

   

34

%

   

46

%

   

43

%

   

44

%

   

109

%(l)

   

56

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

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

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

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

(l)  Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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
January 31, 2023
 

  (Unaudited)

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

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

Investments in open-end investment companies, 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 January 31, 2023, 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

 

$

978,758

   

$

19,227

   

$

   

$

997,985

   

Rights

   

     

     

(a)

   

(a)

 

Warrants

   

26

     

     

     

26

   

Collateral for Securities Loaned

   

2,137

     

     

     

2,137

   

Total

 

$

980,921

   

$

19,227

   

$

(a)

 

$

1,000,148

   

(a)  Zero market value securities.

As of January 31, 2023, there were no significant 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.

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 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

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023.

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

1,507

   

$

   

$

2,137

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

336,508

   

$

402,564

   

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 January 31, 2023, 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 Science & Technology Funds Index. The Lipper Science & Technology Funds Index tracks the total return performance of the largest funds within the Lipper Science & Technology Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 Science & Technology Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $(448) and $(26) for Fund Shares and Class A, in thousands, respectively. Performance adjustments were (0.09)% and (0.10)% for Fund Shares and Class A, respectively. The performance adjustment rate included in the

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM has entered into a Subadvisory Agreement with Wellington Management Company LLP ("Wellington Management"), under which Wellington directs the investment and reinvestment of a portion of the Fund's assets (as allocated from time to time by VCM). This arrangement provides for monthly fees that are paid by VCM. VCM (not the Fund) pays the subadviser fees.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.15%, which is based on the Fund's average daily net assets of the Fund Shares and Class A, respectively. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 Class A are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 January 31, 2023, the Distributor did not receive any commissions 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 1.06%, and 1.34% for Fund Shares and Class A, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2026
 

Total

 
$

26

   

$

26

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2023.

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

5. Risks:

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

Sector Risk — A mutual fund portfolio consisting of investments related to the fields of science and technology is likely to be more volatile than a portfolio that is more widely diversified in other economic sectors. There is a possibility that the Fund's investments in companies whose values are highly dependent on scientific and technological developments may be more volatile because of the short life cycles and competitive pressures of many of the products or services of these companies. Because of

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

the competitiveness and rapid changes in the fields of science and technology, many of the companies in the Fund's portfolio are subject to distinctive risks. The products and services of these companies may not be economically successful or may quickly become outdated. Additionally, many of these companies must comply with significant governmental regulations and may need governmental approval of their products and services.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, 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.

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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,

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 average borrowing or lending for the days outstanding and average interest rate for the Fund during the six months ended January 31, 2023, were as follows (amounts in thousands):

Borrower
or Lender
  Amount
Outstanding at
January 31, 2023
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

1,246

     

20

     

3.84

%

 

$

1,950

   

*  Based on the number of days borrowings were outstanding for the six months ended January 31, 2023.

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

8. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Science & Technology Fund

 

Victory Science & Technology Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


24


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22 -
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22 -
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22 -
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

956.70

   

$

1,020.32

   

$

4.78

   

$

4.94

     

0.97

%

 

Class A

   

1,000.00

     

955.70

     

1,018.95

     

6.11

     

6.31

     

1.24

%

 

*   Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


25


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Science & Technology Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Wellington Management Company LLP (the "Subadviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement and Subadvisory Agreement were approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 21, 2022.

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

The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadviser in providing services to the Fund.

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

Advisory Agreement

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

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports

 


26


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

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

 


27


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

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

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

Subadvisory Agreement

In approving the Subadvisory Agreement with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadviser, including the personnel providing services; (ii) the Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreement. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreement. In approving the Subadvisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

 


28


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadviser, including information presented periodically throughout the previous year. The Board considered the Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and the Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadviser, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to the Subadviser.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadviser. In considering the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreement were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreement and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of the Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreement. For similar reasons, the Board concluded that the potential for economies of scale in the Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreement.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that the Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to the Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended June 30, 2022, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of the Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadviser. The Board was mindful of the Adviser's focus on the Subadviser's performance. The Board also noted the Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices and the Adviser is appropriately monitoring the Fund's performance; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.

 


29


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

31704-0323


 

January 31, 2023

Semi Annual Report

USAA Small Cap Stock Fund

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


 

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, 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

    16    

Statement of Operations

    17    

Statements of Changes in Net Assets

    18    

Financial Highlights

    19    

Notes to Financial Statements

   

21

   

Supplemental Information

   

30

   

Proxy Voting and Portfolio Holdings Information

    30    

Expense Examples

    30    

Advisory Contract Approval

    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 Small Cap Stock Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Halozyme Therapeutics, Inc.

   

0.8

%

 

EMCOR Group, Inc.

   

0.8

%

 

Topgolf Callaway Brands Corp.

   

0.7

%

 

Perficient, Inc.

   

0.7

%

 

Magnite, Inc.

   

0.7

%

 

RBC Bearings, Inc.

   

0.7

%

 

Stifel Financial Corp.

   

0.7

%

 

Diodes, Inc.

   

0.7

%

 

CorVel Corp.

   

0.6

%

 

ExlService Holdings, Inc.

   

0.6

%

 

Sector Allocation*:

January 31, 2023

(% 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 Small Cap Stock Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.3%)

 

Communication Services (2.7%):

 

Bumble, Inc. Class A (a)

   

6,903

   

$

178

   

Cargurus, Inc. (a)

   

63,262

     

1,117

   

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

   

75,266

     

468

   

Cian PLC, ADR (a) (c)

   

914

     

(d)

 

Cinemark Holdings, Inc. (a)

   

140,555

     

1,678

   

Cogent Communications Holdings, Inc.

   

26,364

     

1,808

   

EverQuote, Inc. Class A (a)

   

12,600

     

196

   

Gray Television, Inc.

   

136,195

     

1,765

   

IDT Corp. Class B (a)

   

28,366

     

834

   

Iridium Communications, Inc. (a)

   

22,038

     

1,319

   

Lions Gate Entertainment Corp. Class B (a)

   

117,966

     

899

   

Madison Square Garden Sports Corp.

   

11,960

     

2,175

   

Magnite, Inc. (a)

   

597,836

     

7,222

   

Shutterstock, Inc.

   

25,562

     

1,924

   

TechTarget, Inc. (a)

   

34,123

     

1,690

   

The Marcus Corp.

   

7,348

     

111

   

Thryv Holdings, Inc. (a)

   

61,704

     

1,380

   

World Wrestling Entertainment, Inc. Class A

   

10,400

     

880

   

ZipRecruiter, Inc. (a)

   

50,104

     

984

   
     

26,628

   

Consumer Discretionary (10.8%):

 

Acushnet Holdings Corp.

   

55,675

     

2,614

   

Adient PLC (a)

   

14,800

     

666

   

Asbury Automotive Group, Inc. (a)

   

13,706

     

3,015

   

Big 5 Sporting Goods Corp. (b)

   

68,005

     

679

   

BJ's Restaurants, Inc. (a)

   

141,779

     

4,476

   

Bloomin' Brands, Inc.

   

135,298

     

3,281

   

Brinker International, Inc. (a)

   

36,500

     

1,440

   

Brunswick Corp.

   

54,925

     

4,632

   

Carter's, Inc.

   

15,900

     

1,326

   

Century Communities, Inc.

   

27,186

     

1,664

   

Chegg, Inc. (a)

   

15,650

     

325

   

Columbia Sportswear Co.

   

13,800

     

1,323

   

Dave & Buster's Entertainment, Inc. (a)

   

25,958

     

1,125

   

Dillard's, Inc. Class A

   

2,348

     

923

   

Etsy, Inc. (a)

   

6,518

     

897

   

First Watch Restaurant Group, Inc. (a)

   

9,772

     

158

   

Foot Locker, Inc.

   

79,966

     

3,479

   

Fox Factory Holding Corp. (a)

   

24,948

     

2,946

   

Frontdoor, Inc. (a)

   

42,095

     

1,144

   

Genius Sports Ltd. (a)

   

79,986

     

439

   

Gentherm, Inc. (a)

   

50,302

     

3,744

   

G-III Apparel Group Ltd. (a)

   

64,461

     

1,091

   

Group 1 Automotive, Inc.

   

7,895

     

1,688

   

Hibbett, Inc.

   

15,259

     

1,013

   

Installed Building Products, Inc.

   

15,590

     

1,716

   

Kontoor Brands, Inc.

   

28,561

     

1,364

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Life Time Group Holdings, Inc. (a)

   

4,364

   

$

82

   

Light & Wonder, Inc. (a)

   

45,080

     

2,941

   

Lithia Motors, Inc.

   

3,859

     

1,016

   

Macy's, Inc.

   

69,277

     

1,637

   

MarineMax, Inc. (a)

   

40,272

     

1,259

   

Marriott Vacations Worldwide Corp.

   

10,800

     

1,728

   

Meritage Homes Corp. (a)

   

25,500

     

2,746

   

Movado Group, Inc.

   

58,874

     

2,082

   

Perdoceo Education Corp. (a)

   

88,648

     

1,327

   

Porch Group, Inc. (a) (b)

   

417,245

     

1,231

   

Portillo's, Inc. Class A (a)

   

68,160

     

1,538

   

PVH Corp.

   

23,549

     

2,117

   

Rent-A-Center, Inc.

   

53,955

     

1,451

   

Signet Jewelers Ltd.

   

39,700

     

3,049

   

Skyline Champion Corp. (a)

   

22,361

     

1,318

   

Smith & Wesson Brands, Inc.

   

130,013

     

1,441

   

Sonic Automotive, Inc. Class A

   

28,836

     

1,549

   

Sonos, Inc. (a)

   

215,066

     

3,966

   

Steven Madden Ltd.

   

49,041

     

1,758

   

Stoneridge, Inc. (a)

   

28,448

     

702

   

Taylor Morrison Home Corp. (a)

   

83,854

     

3,002

   

The Lovesac Co. (a)

   

10,410

     

268

   

The Wendy's Co.

   

65,930

     

1,470

   

Thor Industries, Inc.

   

36,858

     

3,514

   

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

   

510,715

     

884

   

Topgolf Callaway Brands Corp. (a)

   

297,342

     

7,282

   

Tri Pointe Homes, Inc. (a)

   

118,233

     

2,612

   

Under Armour, Inc. Class C (a)

   

151,270

     

1,649

   

Visteon Corp. (a)

   

15,139

     

2,367

   

Winnebago Industries, Inc.

   

20,602

     

1,312

   

YETI Holdings, Inc. (a)

   

22,661

     

1,014

   
     

107,480

   

Consumer Staples (2.2%):

 

Central Garden & Pet Co. Class A (a)

   

36,784

     

1,458

   

Coty, Inc. Class A (a)

   

208,320

     

2,075

   

Grocery Outlet Holding Corp. (a)

   

35,950

     

1,092

   

Herbalife Nutrition Ltd. (a)

   

48,392

     

850

   

Ingles Markets, Inc. Class A

   

15,478

     

1,470

   

MGP Ingredients, Inc.

   

9,188

     

896

   

Sprouts Farmers Market, Inc. (a)

   

32,790

     

1,048

   

The Andersons, Inc.

   

35,282

     

1,298

   

The Beauty Health Co. (a) (b)

   

107,300

     

1,223

   

The Simply Good Foods Co. (a)

   

37,400

     

1,358

   

The Vita Coco Co., Inc. (a)

   

128,944

     

1,750

   

U.S. Foods Holding Corp. (a)

   

68,030

     

2,594

   

United Natural Foods, Inc. (a)

   

30,006

     

1,249

   

USANA Health Sciences, Inc. (a)

   

23,238

     

1,358

   

Vector Group Ltd.

   

147,731

     

1,913

   
     

21,632

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Energy (5.4%):

 

Arch Resources, Inc. (b)

   

7,599

   

$

1,125

   

Cactus, Inc. Class A

   

103,757

     

5,614

   

California Resources Corp.

   

26,610

     

1,137

   

Chord Energy Corp.

   

9,858

     

1,413

   

Civitas Resources, Inc.

   

55,353

     

3,684

   

Clean Energy Fuels Corp. (a)

   

113,659

     

643

   

CONSOL Energy, Inc.

   

30,768

     

1,779

   

Crescent Energy Co. Class A (b)

   

100,048

     

1,207

   

CVR Energy, Inc.

   

27,597

     

916

   

DHT Holdings, Inc.

   

103,220

     

885

   

Diamond Offshore Drilling, Inc. (a)

   

121,424

     

1,392

   

Dorian LPG Ltd.

   

57,151

     

1,134

   

Earthstone Energy, Inc. Class A (a) (b)

   

55,554

     

772

   

Expro Group Holdings NV (a)

   

247,398

     

4,673

   

Green Plains, Inc. (a)

   

111,425

     

3,874

   

International Seaways, Inc.

   

50,696

     

1,969

   

Magnolia Oil & Gas Corp. Class A

   

59,498

     

1,405

   

Matador Resources Co.

   

28,568

     

1,890

   

Northern Oil and Gas, Inc.

   

71,100

     

2,383

   

Patterson-UTI Energy, Inc.

   

41,456

     

697

   

PBF Energy, Inc. Class A

   

34,157

     

1,434

   

PDC Energy, Inc.

   

15,910

     

1,078

   

Permian Resources Corp.

   

118,854

     

1,292

   

Plains GP Holdings LP Class A (b)

   

129,900

     

1,700

   

RPC, Inc.

   

540,286

     

5,360

   

SM Energy Co.

   

46,985

     

1,544

   

Solaris Oilfield Infrastructure, Inc. Class A

   

197,990

     

2,097

   

Teekay Corp. (a)

   

239,216

     

1,163

   
     

54,260

   

Financials (16.3%):

 

Ameris Bancorp

   

50,420

     

2,378

   

Arbor Realty Trust, Inc.

   

56,514

     

844

   

Ares Commercial Real Estate Corp.

   

53,210

     

653

   

Artisan Partners Asset Management, Inc. Class A

   

92,816

     

3,418

   

Assured Guaranty Ltd.

   

23,950

     

1,499

   

Atlantic Union Bankshares Corp.

   

54,722

     

2,117

   

Banc of California, Inc.

   

91,300

     

1,590

   

Bank of Hawaii Corp.

   

24,320

     

1,860

   

BankUnited, Inc.

   

54,243

     

2,042

   

Banner Corp.

   

11,300

     

733

   

Blackstone Mortgage Trust, Inc. Class A

   

78,100

     

1,862

   

Bread Financial Holdings, Inc.

   

30,222

     

1,240

   

Cathay General Bancorp

   

44,467

     

1,955

   

Chimera Investment Corp.

   

112,309

     

819

   

Claros Mortgage Trust, Inc. (b)

   

33,102

     

554

   

Customers Bancorp, Inc. (a)

   

43,644

     

1,325

   

Donnelley Financial Solutions, Inc. (a)

   

26,998

     

1,231

   

Eastern Bankshares, Inc.

   

77,800

     

1,258

   

Employers Holdings, Inc.

   

59,892

     

2,627

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Enova International, Inc. (a)

   

35,904

   

$

1,639

   

Essent Group Ltd.

   

54,607

     

2,404

   

FB Financial Corp.

   

43,170

     

1,621

   

Federated Hermes, Inc.

   

121,810

     

4,787

   

First Bancorp

   

201,980

     

2,717

   

First Bancorp/Southern Pines NC

   

31,970

     

1,274

   

First Busey Corp.

   

164,175

     

3,919

   

First Merchants Corp.

   

51,750

     

2,207

   

Genworth Financial, Inc. (a)

   

283,876

     

1,567

   

Globe Life, Inc.

   

29,910

     

3,615

   

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

   

85,890

     

825

   

Heartland Financial USA, Inc.

   

27,882

     

1,379

   

Heritage Financial Corp.

   

20,473

     

584

   

Home BancShares, Inc.

   

154,494

     

3,688

   

Houlihan Lokey, Inc.

   

25,920

     

2,568

   

International Bancshares Corp.

   

40,659

     

1,906

   

James River Group Holdings Ltd.

   

128,543

     

2,913

   

Kemper Corp.

   

87,332

     

5,129

   

Kinsale Capital Group, Inc.

   

11,004

     

3,064

   

Ladder Capital Corp.

   

116,880

     

1,309

   

LendingTree, Inc. (a)

   

24,488

     

971

   

MGIC Investment Corp.

   

114,238

     

1,613

   

Moelis & Co. Class A

   

28,763

     

1,345

   

Mr. Cooper Group, Inc. (a)

   

37,212

     

1,711

   

New York Community Bancorp, Inc.

   

117,045

     

1,169

   

New York Mortgage Trust, Inc.

   

229,486

     

716

   

NMI Holdings, Inc. Class A (a)

   

61,581

     

1,431

   

Northwest Bancshares, Inc. (b)

   

109,000

     

1,541

   

OFG Bancorp

   

113,171

     

3,204

   

Pacific Premier Bancorp, Inc.

   

67,050

     

2,168

   

PennyMac Financial Services, Inc.

   

27,610

     

1,861

   

PJT Partners, Inc. Class A

   

24,790

     

1,984

   

Primerica, Inc.

   

32,280

     

5,221

   

Prosperity Bancshares, Inc.

   

28,248

     

2,143

   

RLI Corp.

   

24,637

     

3,263

   

Safety Insurance Group, Inc.

   

7,060

     

596

   

Sandy Spring Bancorp, Inc.

   

42,200

     

1,426

   

Selective Insurance Group, Inc.

   

28,700

     

2,727

   

ServisFirst Bancshares, Inc.

   

24,721

     

1,686

   

Silvergate Capital Corp. Class A (a) (b)

   

30,300

     

431

   

SouthState Corp.

   

63,107

     

5,023

   

StepStone Group, Inc. Class A

   

70,865

     

2,069

   

Stewart Information Services Corp.

   

49,917

     

2,385

   

Stifel Financial Corp.

   

102,955

     

6,940

   

SVB Financial Group (a)

   

6,850

     

2,072

   

Synovus Financial Corp.

   

69,472

     

2,914

   

Texas Capital Bancshares, Inc. (a)

   

84,407

     

5,577

   

The Bancorp, Inc. (a)

   

49,162

     

1,668

   

The Bank of NT Butterfield & Son Ltd.

   

74,000

     

2,365

   

The Hanover Insurance Group, Inc.

   

7,928

     

1,067

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

UMB Financial Corp.

   

38,865

   

$

3,505

   

United Community Banks, Inc.

   

78,100

     

2,541

   

Valley National Bancorp

   

248,120

     

2,948

   

Virtus Investment Partners, Inc.

   

6,620

     

1,423

   

White Mountains Insurance Group Ltd.

   

1,990

     

3,041

   

Wintrust Financial Corp.

   

17,230

     

1,576

   
     

163,441

   

Health Care (16.8%):

 

ACADIA Pharmaceuticals, Inc. (a)

   

55,547

     

1,057

   

Affimed NV (a)

   

48,483

     

63

   

Akoya Biosciences, Inc. (a)

   

86,219

     

970

   

Alector, Inc. (a)

   

133,480

     

1,177

   

Alkermes PLC (a)

   

53,036

     

1,519

   

American Well Corp. Class A (a)

   

184,972

     

734

   

AMN Healthcare Services, Inc. (a)

   

14,968

     

1,435

   

Amneal Pharmaceuticals, Inc. (a)

   

324,238

     

713

   

Apellis Pharmaceuticals, Inc. (a)

   

28,109

     

1,482

   

Arcus Biosciences, Inc. (a)

   

106,935

     

2,313

   

Arrowhead Pharmaceuticals, Inc. (a)

   

29,171

     

1,021

   

Avanos Medical, Inc. (a)

   

51,821

     

1,588

   

Azenta, Inc. (a)

   

88,929

     

4,971

   

Beam Therapeutics, Inc. (a)

   

37,236

     

1,618

   

BioLife Solutions, Inc. (a)

   

73,382

     

1,720

   

Biomerica, Inc. (a) (b)

   

102,984

     

309

   

bluebird bio, Inc. (a)

   

123,150

     

782

   

Blueprint Medicines Corp. (a)

   

33,380

     

1,560

   

Brookdale Senior Living, Inc. (a)

   

221,286

     

637

   

CareDx, Inc. (a)

   

57,509

     

859

   

Castle Biosciences, Inc. (a)

   

86,425

     

2,340

   

Catalyst Pharmaceuticals, Inc. (a)

   

62,425

     

967

   

Codiak Biosciences, Inc. (a)

   

66,385

     

47

   

Collegium Pharmaceutical, Inc. (a)

   

44,980

     

1,263

   

Computer Programs and Systems, Inc. (a)

   

14,437

     

424

   

Corcept Therapeutics, Inc. (a)

   

92,957

     

2,125

   

CorVel Corp. (a)

   

36,000

     

6,414

   

CryoPort, Inc. (a)

   

18,764

     

428

   

CytoSorbents Corp. (a) (b)

   

201,182

     

575

   

Definitive Healthcare Corp. (a) (b)

   

95,053

     

1,177

   

Dynavax Technologies Corp. (a)

   

76,719

     

873

   

Eagle Pharmaceuticals, Inc. (a)

   

26,354

     

895

   

Edgewise Therapeutics, Inc. (a)

   

59,000

     

604

   

Emergent BioSolutions, Inc. (a)

   

74,216

     

979

   

Encompass Health Corp.

   

61,170

     

3,820

   

Evolent Health, Inc. Class A (a)

   

87,397

     

2,816

   

Figs, Inc. Class A (a)

   

120,700

     

1,080

   

Fulgent Genetics, Inc. (a)

   

36,489

     

1,233

   

Gamida Cell Ltd. (a) (b)

   

105,374

     

169

   

Globus Medical, Inc. (a)

   

20,162

     

1,522

   

Haemonetics Corp. (a)

   

34,057

     

2,881

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Halozyme Therapeutics, Inc. (a)

   

153,348

   

$

7,939

   

Harmony Biosciences Holdings, Inc. (a)

   

15,538

     

749

   

Health Catalyst, Inc. (a)

   

79,788

     

1,109

   

HealthEquity, Inc. (a)

   

6,587

     

401

   

Heska Corp. (a)

   

10,500

     

939

   

iCAD, Inc. (a)

   

166,911

     

382

   

ICU Medical, Inc. (a)

   

5,814

     

1,123

   

ImmunoGen, Inc. (a)

   

190,444

     

876

   

Inmode Ltd. (a)

   

3,318

     

116

   

Innoviva, Inc. (a)

   

76,455

     

967

   

Insmed, Inc. (a)

   

49,000

     

1,055

   

Integer Holdings Corp. (a)

   

52,827

     

3,477

   

Intellia Therapeutics, Inc. (a)

   

52,766

     

2,239

   

Iovance Biotherapeutics, Inc. (a)

   

26,568

     

212

   

Ironwood Pharmaceuticals, Inc. (a)

   

129,700

     

1,494

   

iTeos Therapeutics, Inc. (a)

   

38,423

     

803

   

Kezar Life Sciences, Inc. (a)

   

122,900

     

881

   

Kiniksa Pharmaceuticals Ltd. Class A (a)

   

75,254

     

1,088

   

LivaNova PLC (a)

   

30,860

     

1,734

   

Maxcyte, Inc. (a)

   

103,794

     

606

   

Medpace Holdings, Inc. (a)

   

24,703

     

5,461

   

Merit Medical Systems, Inc. (a)

   

22,919

     

1,635

   

Mesa Laboratories, Inc.

   

5,734

     

1,116

   

Mirati Therapeutics, Inc. (a)

   

19,850

     

1,060

   

ModivCare, Inc. (a)

   

9,949

     

1,067

   

Multiplan Corp. (a)

   

363,298

     

480

   

Myriad Genetics, Inc. (a)

   

41,637

     

821

   

Natera, Inc. (a)

   

38,928

     

1,671

   

Neogen Corp. (a)

   

170,680

     

3,654

   

Nupathe, Inc. (a) (c)

   

133,709

     

(d)

 

NuVasive, Inc. (a)

   

34,990

     

1,596

   

Olink Holding AB, ADR (a) (b)

   

66,466

     

1,301

   

Omniab, Inc. (a) (c)

   

14,208

     

   

Omnicell, Inc. (a)

   

23,308

     

1,293

   

OrthoPediatrics Corp. (a)

   

45,231

     

2,132

   

Owens & Minor, Inc. (a)

   

63,036

     

1,244

   

Pacific Biosciences of California, Inc. (a)

   

118,174

     

1,311

   

Pacira BioSciences, Inc. (a)

   

29,387

     

1,154

   

Patterson Cos., Inc.

   

49,100

     

1,482

   

Perrigo Co. PLC

   

35,361

     

1,323

   

Phreesia, Inc. (a)

   

8,082

     

303

   

Pliant Therapeutics, Inc. (a)

   

58,998

     

2,067

   

Prestige Consumer Healthcare, Inc. (a)

   

44,681

     

2,938

   

Prothena Corp. PLC (a)

   

25,711

     

1,454

   

Quanterix Corp. (a)

   

124,860

     

1,764

   

Repligen Corp. (a)

   

9,800

     

1,816

   

Revance Therapeutics, Inc. (a)

   

46,936

     

1,628

   

Select Medical Holdings Corp.

   

99,422

     

2,890

   

Shockwave Medical, Inc. (a)

   

4,900

     

921

   

SI-BONE, Inc. (a)

   

118,244

     

2,014

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

SIGA Technologies, Inc.

   

118,935

   

$

872

   

STAAR Surgical Co. (a)

   

64,872

     

4,577

   

Stoke Therapeutics, Inc. (a)

   

98,475

     

981

   

Supernus Pharmaceuticals, Inc. (a)

   

49,110

     

2,014

   

Tandem Diabetes Care, Inc. (a)

   

38,608

     

1,573

   

TCR2 Therapeutics, Inc. (a)

   

70,792

     

103

   

Tenet Healthcare Corp. (a)

   

37,674

     

2,066

   

The Ensign Group, Inc.

   

54,068

     

5,042

   

TransMedics Group, Inc. (a)

   

12,350

     

778

   

U.S. Physical Therapy, Inc.

   

12,466

     

1,236

   

UFP Technologies, Inc. (a)

   

21,854

     

2,486

   

Vanda Pharmaceuticals, Inc. (a)

   

127,610

     

980

   

Veracyte, Inc. (a)

   

96,476

     

2,425

   

Vericel Corp. (a)

   

128,443

     

3,528

   

Vir Biotechnology, Inc. (a)

   

36,436

     

1,077

   

Xencor, Inc. (a)

   

17,123

     

564

   

Xenon Pharmaceuticals, Inc. (a)

   

36,583

     

1,430

   

Zimvie, Inc. (a)

   

81,360

     

798

   

Zymeworks, Inc. (a) (b)

   

83,369

     

788

   
     

168,264

   

Industrials (16.4%):

 

AAON, Inc.

   

47,437

     

3,620

   

AAR Corp. (a)

   

35,850

     

1,844

   

ACCO Brands Corp.

   

171,888

     

1,092

   

Alta Equipment Group, Inc.

   

58,969

     

1,000

   

Ameresco, Inc. Class A (a)

   

14,218

     

917

   

Applied Industrial Technologies, Inc.

   

12,470

     

1,786

   

ArcBest Corp.

   

28,641

     

2,390

   

Array Technologies, Inc. (a)

   

193,402

     

4,299

   

Atkore, Inc. (a)

   

29,694

     

3,868

   

Axon Enterprise, Inc. (a)

   

13,047

     

2,550

   

Boise Cascade Co.

   

21,839

     

1,637

   

BWX Technologies, Inc.

   

21,246

     

1,293

   

CACI International, Inc. Class A (a)

   

6,282

     

1,935

   

Cadre Holdings, Inc.

   

41,409

     

948

   

Casella Waste Systems, Inc. (a)

   

35,020

     

2,806

   

Chart Industries, Inc. (a)

   

12,672

     

1,698

   

Clean Harbors, Inc. (a)

   

13,747

     

1,791

   

Columbus McKinnon Corp.

   

44,829

     

1,612

   

CoreCivic, Inc. (a)

   

67,112

     

714

   

CRA International, Inc.

   

12,148

     

1,444

   

Crane Holdings Co.

   

18,600

     

2,156

   

Curtiss-Wright Corp.

   

9,895

     

1,641

   

Daseke, Inc. (a)

   

82,159

     

573

   

Deluxe Corp.

   

52,084

     

1,041

   

EMCOR Group, Inc.

   

51,979

     

7,706

   

Encore Wire Corp.

   

18,388

     

2,968

   

Enovix Corp. (a) (b)

   

123,685

     

982

   

EnPro Industries, Inc.

   

13,873

     

1,680

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Esab Corp.

   

28,065

   

$

1,622

   

ESCO Technologies, Inc.

   

15,900

     

1,565

   

Exponent, Inc.

   

57,558

     

5,902

   

Federal Signal Corp.

   

34,340

     

1,829

   

Finning International, Inc.

   

50,360

     

1,421

   

Fiverr International Ltd. (a)

   

146

     

5

   

Fluor Corp. (a)

   

44,200

     

1,624

   

Forward Air Corp.

   

30,279

     

3,266

   

FTI Consulting, Inc. (a)

   

9,751

     

1,555

   

Gibraltar Industries, Inc. (a)

   

57,996

     

3,107

   

Golden Ocean Group Ltd. (b)

   

117,286

     

1,124

   

Granite Construction, Inc.

   

36,210

     

1,542

   

H&E Equipment Services, Inc.

   

32,740

     

1,666

   

Hawaiian Holdings, Inc. (a)

   

87,300

     

1,076

   

Hexcel Corp.

   

63,240

     

4,463

   

Hub Group, Inc. Class A (a)

   

21,450

     

1,829

   

Hudson Technologies, Inc. (a)

   

86,561

     

884

   

ICF International, Inc.

   

11,280

     

1,153

   

JELD-WEN Holding, Inc. (a)

   

104,701

     

1,324

   

Kirby Corp. (a)

   

20,542

     

1,454

   

Korn Ferry

   

27,810

     

1,501

   

Kornit Digital Ltd. (a)

   

164,297

     

4,142

   

Landstar System, Inc.

   

24,430

     

4,222

   

Matson, Inc.

   

21,519

     

1,423

   

Maxar Technologies, Inc.

   

21,694

     

1,121

   

McGrath RentCorp

   

6,310

     

628

   

Mueller Industries, Inc.

   

21,515

     

1,410

   

Mueller Water Products, Inc. Class A

   

103,070

     

1,304

   

MYR Group, Inc. (a)

   

17,119

     

1,696

   

NOW, Inc. (a)

   

435,867

     

6,120

   

RBC Bearings, Inc. (a)

   

29,594

     

7,220

   

Ritchie Bros Auctioneers, Inc.

   

9,200

     

556

   

Rush Enterprises, Inc. Class A

   

29,151

     

1,569

   

Ryder System, Inc.

   

9,931

     

938

   

Saia, Inc. (a)

   

13,252

     

3,615

   

The Timken Co.

   

39,813

     

3,279

   

Triton International Ltd.

   

35,605

     

2,515

   

UFP Industries, Inc.

   

57,653

     

5,393

   

UniFirst Corp.

   

10,892

     

2,161

   

Univar Solutions, Inc. (a)

   

41,858

     

1,443

   

Vicor Corp. (a)

   

20,234

     

1,405

   

Wabash National Corp.

   

65,390

     

1,684

   

Watts Water Technologies, Inc. Class A

   

12,342

     

2,018

   

Werner Enterprises, Inc.

   

39,745

     

1,867

   

WESCO International, Inc. (a)

   

11,150

     

1,661

   

WillScot Mobile Mini Holdings Corp. (a)

   

119,239

     

5,778

   

Zurn Elkay Water Solutions Corp.

   

53,644

     

1,173

   
     

164,244

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Information Technology (17.6%):

 

908 Devices, Inc. (a) (b)

   

135,340

   

$

1,261

   

A10 Networks, Inc.

   

60,235

     

932

   

ACI Worldwide, Inc. (a)

   

56,659

     

1,582

   

Adeia, Inc.

   

103,750

     

1,136

   

Advanced Energy Industries, Inc.

   

55,669

     

5,163

   

Airgain, Inc. (a)

   

146,399

     

1,171

   

Akoustis Technologies, Inc. (a) (b)

   

207,138

     

764

   

Allegro MicroSystems, Inc. (a)

   

124,794

     

4,763

   

Ambarella, Inc. (a)

   

40,361

     

3,626

   

Appian Corp. (a)

   

692

     

29

   

Arteris, Inc. (a)

   

113,368

     

712

   

Avid Technology, Inc. (a)

   

28,998

     

879

   

Axcelis Technologies, Inc. (a)

   

11,500

     

1,264

   

AXT, Inc. (a)

   

238,217

     

1,403

   

Badger Meter, Inc.

   

14,191

     

1,645

   

Belden, Inc.

   

37,510

     

3,042

   

Canadian Solar, Inc. (a)

   

7,450

     

313

   

CEVA, Inc. (a)

   

77,961

     

2,582

   

Ciena Corp. (a)

   

42,567

     

2,214

   

Conduent, Inc. (a)

   

200,155

     

955

   

Confluent, Inc. Class A (a)

   

25,650

     

593

   

Consensus Cloud Solutions, Inc. (a)

   

14,240

     

837

   

CyberArk Software Ltd. (a)

   

7,295

     

1,028

   

Digital Turbine, Inc. (a)

   

209,978

     

3,645

   

Diodes, Inc. (a)

   

77,183

     

6,884

   

Domo, Inc. Class B (a)

   

9,859

     

153

   

Ebix, Inc.

   

32,358

     

617

   

ePlus, Inc. (a)

   

83,866

     

4,175

   

Euronet Worldwide, Inc. (a)

   

40,928

     

4,612

   

EVERTEC, Inc.

   

161,839

     

5,978

   

ExlService Holdings, Inc. (a)

   

36,830

     

6,283

   

First Solar, Inc. (a)

   

7,951

     

1,412

   

FormFactor, Inc. (a)

   

172,441

     

4,852

   

Globant SA (a)

   

1,561

     

253

   

Grid Dynamics Holdings, Inc. (a)

   

107,965

     

1,352

   

Guidewire Software, Inc. (a)

   

27,260

     

1,997

   

Harmonic, Inc. (a)

   

211,062

     

2,780

   

HubSpot, Inc. (a)

   

2,200

     

763

   

indie Semiconductor, Inc. Class A (a) (b)

   

411,736

     

3,282

   

Infinera Corp. (a)

   

246,582

     

1,805

   

Insight Enterprises, Inc. (a)

   

41,935

     

4,727

   

Knowles Corp. (a)

   

94,840

     

1,824

   

Limelight Networks, Inc. (a)

   

1,244,858

     

1,954

   

LivePerson, Inc. (a)

   

12,217

     

157

   

Methode Electronics, Inc.

   

30,257

     

1,444

   

Monolithic Power Systems, Inc.

   

2,485

     

1,060

   

NetScout Systems, Inc. (a)

   

39,544

     

1,269

   

Nutanix, Inc. Class A (a)

   

72,484

     

2,020

   

Okta, Inc. (a)

   

2,750

     

202

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Onto Innovation, Inc. (a)

   

24,168

   

$

1,901

   

OSI Systems, Inc. (a)

   

19,982

     

1,892

   

PAR Technology Corp. (a) (b)

   

19,028

     

647

   

Paycom Software, Inc. (a)

   

1,650

     

534

   

Paylocity Holding Corp. (a)

   

3,634

     

757

   

Perficient, Inc. (a)

   

97,920

     

7,260

   

Photronics, Inc. (a)

   

63,721

     

1,155

   

Plexus Corp. (a)

   

18,812

     

1,806

   

Power Integrations, Inc.

   

56,704

     

4,882

   

Progress Software Corp.

   

27,713

     

1,470

   

PROS Holdings, Inc. (a)

   

90,360

     

2,277

   

PTC, Inc. (a)

   

16,749

     

2,259

   

Pure Storage, Inc. Class A (a)

   

101,683

     

2,943

   

Qualys, Inc. (a)

   

24,810

     

2,862

   

Radware Ltd. (a)

   

85,814

     

1,828

   

Rapid7, Inc. (a)

   

59,615

     

2,377

   

Riskified Ltd. Class A (a)

   

36,916

     

224

   

Sanmina Corp. (a)

   

51,117

     

3,115

   

ShotSpotter, Inc. (a)

   

12,501

     

482

   

Silicon Laboratories, Inc. (a)

   

9,071

     

1,423

   

SiTime Corp. (a)

   

6,230

     

718

   

SolarWinds Corp. (a)

   

66,345

     

674

   

Sprout Social, Inc. Class A (a)

   

23,602

     

1,510

   

SPS Commerce, Inc. (a)

   

23,045

     

3,136

   

Squarespace, Inc. Class A (a)

   

37,326

     

885

   

Stratasys Ltd. (a)

   

10,311

     

148

   

Synaptics, Inc. (a)

   

20,246

     

2,531

   

Toast, Inc. Class A (a)

   

52,311

     

1,167

   

TTEC Holdings, Inc.

   

25,565

     

1,300

   

Varonis Systems, Inc. (a)

   

53,996

     

1,395

   

Veeco Instruments, Inc. (a)

   

205,900

     

4,089

   

Verint Systems, Inc. (a)

   

112,320

     

4,265

   

Veritone, Inc. (a) (b)

   

68,249

     

577

   

Verra Mobility Corp. (a)

   

81,240

     

1,254

   

Vishay Intertechnology, Inc.

   

77,534

     

1,775

   

WNS Holdings Ltd., ADR (a)

   

30,732

     

2,604

   

Workiva, Inc. (a)

   

7,340

     

635

   

Xerox Holdings Corp.

   

87,233

     

1,429

   

Zeta Global Holdings Corp. Class A (a)

   

76,068

     

691

   
     

176,271

   

Materials (3.1%):

 

AdvanSix, Inc.

   

36,980

     

1,599

   

Alpha Metallurgical Resources, Inc.

   

7,700

     

1,239

   

ATI, Inc. (a)

   

44,000

     

1,601

   

Avient Corp.

   

37,995

     

1,540

   

Axalta Coating Systems Ltd. (a)

   

47,880

     

1,441

   

Balchem Corp.

   

15,160

     

1,980

   

Commercial Metals Co.

   

40,019

     

2,172

   

Constellium SE (a)

   

108,310

     

1,574

   

Ecovyst, Inc. (a)

   

128,527

     

1,348

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Graphic Packaging Holding Co.

   

91,510

   

$

2,204

   

Greif, Inc. Class A

   

25,020

     

1,787

   

Intrepid Potash, Inc. (a)

   

18,450

     

604

   

Materion Corp.

   

26,655

     

2,406

   

O-I Glass, Inc. (a)

   

98,240

     

1,891

   

Olin Corp.

   

32,460

     

2,097

   

Summit Materials, Inc. Class A (a)

   

43,175

     

1,419

   

Sylvamo Corp.

   

16,493

     

784

   

TimkenSteel Corp. (a)

   

57,489

     

1,131

   

Tronox Holdings PLC

   

74,755

     

1,282

   

Warrior Met Coal, Inc.

   

34,453

     

1,305

   
     

31,404

   

Real Estate (5.1%):

 

Alexander & Baldwin, Inc.

   

92,012

     

1,842

   

Anywhere Real Estate, Inc. (a)

   

44,273

     

375

   

Apartment Investment and Management Co.

   

80,372

     

604

   

Armada Hoffler Properties, Inc.

   

50,611

     

642

   

Brandywine Realty Trust

   

104,813

     

688

   

CareTrust REIT, Inc.

   

73,000

     

1,513

   

Corporate Office Properties Trust

   

72,090

     

2,024

   

CTO Realty Growth, Inc.

   

31,845

     

625

   

DiamondRock Hospitality Co.

   

157,000

     

1,512

   

DigitalBridge Group, Inc.

   

58,634

     

868

   

Douglas Elliman, Inc.

   

62,267

     

290

   

Easterly Government Properties, Inc.

   

84,813

     

1,377

   

Equity Commonwealth

   

95,780

     

2,444

   

Essential Properties Realty Trust, Inc.

   

74,000

     

1,886

   

Four Corners Property Trust, Inc.

   

91,550

     

2,633

   

Gladstone Commercial Corp.

   

32,630

     

554

   

Gladstone Land Corp.

   

31,338

     

612

   

Hudson Pacific Properties, Inc.

   

82,300

     

937

   

Independence Realty Trust, Inc.

   

53,343

     

1,004

   

Innovative Industrial Properties, Inc.

   

6,880

     

618

   

Kennedy-Wilson Holdings, Inc.

   

71,610

     

1,280

   

Kite Realty Group Trust

   

46,758

     

1,015

   

LXP Industrial Trust

   

189,700

     

2,191

   

National Health Investors, Inc.

   

14,337

     

843

   

Office Properties Income Trust

   

43,583

     

748

   

Outfront Media, Inc.

   

45,654

     

909

   

Pebblebrook Hotel Trust

   

48,920

     

802

   

Physicians Realty Trust

   

112,100

     

1,778

   

PotlatchDeltic Corp.

   

61,813

     

3,026

   

Redfin Corp. (a) (b)

   

115,963

     

867

   

Ryman Hospitality Properties, Inc.

   

11,618

     

1,079

   

Sabra Health Care REIT, Inc.

   

132,000

     

1,782

   

Service Properties Trust

   

88,545

     

789

   

SITE Centers Corp.

   

150,165

     

2,050

   

STAG Industrial, Inc.

   

103,201

     

3,674

   

Summit Hotel Properties, Inc.

   

161,400

     

1,375

   

Sunstone Hotel Investors, Inc.

   

43,000

     

473

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

The Howard Hughes Corp. (a)

   

17,840

   

$

1,525

   

The Macerich Co.

   

66,909

     

919

   

Veris Residential, Inc. (a)

   

67,855

     

1,174

   
     

51,347

   

Utilities (1.9%):

 

ALLETE, Inc.

   

43,830

     

2,710

   

Black Hills Corp.

   

52,260

     

3,783

   

Brookfield Infrastructure Corp. Class A

   

32,705

     

1,446

   

Clearway Energy, Inc. Class C

   

44,136

     

1,492

   

Montauk Renewables, Inc. (a)

   

65,798

     

731

   

NorthWestern Corp.

   

26,570

     

1,509

   

ONE Gas, Inc.

   

37,303

     

3,072

   

Otter Tail Corp.

   

29,602

     

1,899

   

Portland General Electric Co.

   

36,800

     

1,751

   
     

18,393

   

Total Common Stocks (Cost $972,134)

   

983,364

   

Rights (0.0%) (e)

 

Health Care (0.0%):

 

Flexion Therapeutics, Inc. (a) (c)

   

58,207

     

1

(d)

 

Total Rights (Cost $36)

   

1

(d)

 

Exchange-Traded Funds (0.2%)

 

iShares Russell 2000 ETF

   

10,705

     

2,050

   

Total Exchange-Traded Funds (Cost $1,977)

   

2,050

   

Collateral for Securities Loaned (1.8%)^

 
Goldman Sachs Financial Square Government Fund, Institutional Shares,
4.22% (f)
   

4,535,888

     

4,536

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (f)

   

4,535,888

     

4,536

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (f)

   

4,535,888

     

4,536

   
Morgan Stanley Institutional Liquidity Government Portfolio,
Institutional Shares, 4.14% (f)
   

4,535,888

     

4,536

   

Total Collateral for Securities Loaned (Cost $18,144)

   

18,144

   

Total Investments (Cost $992,291) — 100.3%

   

1,003,559

   

Liabilities in excess of other assets — (0.3)%

   

(2,612

)

 

NET ASSETS — 100.00%

 

$

1,000,947

   

At January 31, 2023, the Fund's investments in foreign securities were 5.4% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Small Cap Stock Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

(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 January 31, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(d)  Rounds to less than $1 thousand.

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

(f)  Rate disclosed is the daily yield on January 31, 2023.

ADR — American Depositary Receipt

ETF — Exchange-Traded Fund

LP — Limited Partnership

PLC — Public Limited Company

REIT — Real Estate Investment Trust

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Small Cap
Stock Fund
 

Assets:

 

Investments, at value (Cost $992,291)

 

$

1,003,559

(a)

 

Cash

   

14,400

   

Receivables:

 

Interest and dividends

   

166

   

Capital shares issued

   

131

   

Investments sold

   

4,051

   

From Adviser

   

20

   

Prepaid expenses

   

11

   

Total Assets

   

1,022,338

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

18,144

   

Investments purchased

   

2,060

   

Capital shares redeemed

   

286

   

Accrued expenses and other payables:

 

Investment advisory fees

   

607

   

Administration fees

   

106

   

Custodian fees

   

10

   

Transfer agent fees

   

96

   

Compliance fees

   

1

   

Trustees' fees

   

1

   

Other accrued expenses

   

80

   

Total Liabilities

   

21,391

   

Net Assets:

 

Capital

   

926,658

   

Total accumulated earnings/(loss)

   

74,289

   

Net Assets

 

$

1,000,947

   

Net Assets

 

Fund Shares

 

$

619,436

   

Institutional Shares

   

381,511

   

Total

 

$

1,000,947

   

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

 

Fund Shares

   

49,599

   

Institutional Shares

   

29,898

   

Total

   

79,497

   

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

 

Fund Shares

 

$

12.49

   

Institutional Shares

   

12.76

   

(a)  Includes $17,895 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.

 


16


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Small Cap
Stock Fund
 

Investment Income:

 

Dividends

 

$

6,110

   

Interest

   

78

   

Securities lending (net of fees)

   

155

   

Foreign tax withholding

   

(13

)

 

Total Income

   

6,330

   

Expenses:

 

Investment advisory fees

   

3,580

   

Administration fees — Fund Shares

   

446

   

Administration fees — Institutional Shares

   

180

   

Sub-Administration fees

   

55

   

Custodian fees

   

28

   

Transfer agent fees — Fund Shares

   

377

   

Transfer agent fees — Institutional Shares

   

180

   

Trustees' fees

   

23

   

Compliance fees

   

5

   

Legal and audit fees

   

44

   

State registration and filing fees

   

31

   

Other expenses

   

91

   

Total Expenses

   

5,040

   

Expenses waived/reimbursed by Adviser

   

(60

)

 

Net Expenses

   

4,980

   

Net Investment Income (Loss)

   

1,350

   

Realized/Unrealized Gains (Losses) from Investments:

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

88,988

   

Net change in unrealized appreciation/depreciation on investment securities

   

(46,791

)

 

Net realized/unrealized gains (losses) on investments

   

42,197

   

Change in net assets resulting from operations

 

$

43,547

   

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Small Cap Stock Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

1,350

   

$

(900

)

 

Net realized gains (losses)

   

88,988

     

141,932

   

Net change in unrealized appreciation/depreciation

   

(46,791

)

   

(279,245

)

 

Change in net assets resulting from operations

   

43,547

     

(138,213

)

 

Distributions to Shareholders:

 

Fund Shares

   

(33,366

)

   

(241,242

)

 

Institutional Shares

   

(19,905

)

   

(116,892

)

 

Change in net assets resulting from distributions to shareholders

   

(53,271

)

   

(358,134

)

 

Change in net assets resulting from capital transactions

   

35,111

     

8,529

   

Change in net assets

   

25,387

     

(487,818

)

 

Net Assets:

 

Beginning of period

   

975,560

     

1,463,378

   

End of period

 

$

1,000,947

   

$

975,560

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

13,282

   

$

43,857

   

Distributions reinvested

   

33,025

     

238,354

   

Cost of shares redeemed

   

(44,497

)

   

(131,418

)

 

Total Fund Shares

 

$

1,810

   

$

150,793

   

Institutional Shares

 

Proceeds from shares issued

 

$

42,781

   

$

102,131

   

Distributions reinvested

   

19,887

     

116,737

   

Cost of shares redeemed

   

(29,367

)

   

(361,132

)

 

Total Institutional Shares

 

$

33,301

   

$

(142,264

)

 

Change in net assets resulting from capital transactions

 

$

35,111

   

$

8,529

   

Share Transactions:

 

Fund Shares

 

Issued

   

1,094

     

2,739

   

Reinvested

   

2,818

     

16,656

   

Redeemed

   

(3,690

)

   

(8,545

)

 

Total Fund Shares

   

222

     

10,850

   

Institutional Shares

 

Issued

   

3,324

     

6,818

   

Reinvested

   

1,661

     

8,001

   

Redeemed

   

(2,394

)

   

(17,462

)

 

Total Institutional Shares

   

2,591

     

(2,643

)

 

Change in Shares

   

2,813

     

8,207

   

See notes to financial statements.

 


18


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Small Cap Stock Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

12.63

   

$

21.25

   

$

14.88

   

$

16.74

   

$

19.33

   

$

18.02

   

Investment Activities:

 

Net investment income (loss)

   

0.02

(a)

   

(0.01

)(a)

   

(0.01

)(a)

   

0.05

(a)

   

0.07

     

0.05

   
Net realized and unrealized
gains (losses)
   

0.54

     

(2.14

)

   

7.95

     

(0.28

)

   

(0.71

)

   

3.19

   
Total from Investment
Activities
   

0.56

     

(2.15

)

   

7.94

     

(0.23

)

   

(0.64

)

   

3.24

   

Distributions to Shareholders from:

 

Net investment income

   

     

     

(0.14

)

   

(0.03

)

   

(0.04

)

   

(0.07

)

 

Net realized gains

   

(0.70

)

   

(6.47

)

   

(1.43

)

   

(1.60

)

   

(1.91

)

   

(1.86

)

 

Total Distributions

   

(0.70

)

   

(6.47

)

   

(1.57

)

   

(1.63

)

   

(1.95

)

   

(1.93

)

 

Net Asset Value, End of Period

 

$

12.49

   

$

12.63

   

$

21.25

   

$

14.88

   

$

16.74

   

$

19.33

   

Total Return (b) (c)

   

4.80

%

   

(13.71

)%

   

55.25

%

   

(2.21

)%

   

(2.07

)%

   

19.21

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

1.08

%

   

1.08

%

   

1.10

%

   

1.10

%

   

1.06

%(h)

   

1.06

%(h)

 

Net Investment Income (Loss) (d)

   

0.25

%

   

(0.09

)%

   

(0.04

)%

   

0.33

%

   

0.58

%

   

0.31

%

 

Gross Expenses (d) (e)

   

1.08

%

   

1.08

%

   

1.10

%

   

1.10

%

   

1.06

%(h)

   

1.06

%(h)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

619,436

   

$

623,725

   

$

818,576

   

$

595,019

   

$

694,015

   

$

758,065

   

Portfolio Turnover (b) (i)

   

41

%

   

77

%

   

85

%

   

71

%

   

84

%

   

68

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(continues on next page)

See notes to financial statements.

 


19


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Small Cap Stock Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

12.88

   

$

21.53

   

$

15.06

   

$

16.91

   

$

19.50

   

$

18.16

   

Investment Activities:

 

Net investment income (loss)

   

0.02

(a)

   

(0.01

)(a)

   

(a)(b)

   

0.07

(a)

   

0.08

     

0.07

   
Net realized and unrealized
gains (losses)
   

0.56

     

(2.17

)

   

8.04

     

(0.28

)

   

(0.71

)

   

3.22

   
Total from Investment
Activities
   

0.58

     

(2.18

)

   

8.04

     

(0.21

)

   

(0.63

)

   

3.29

   

Distributions to Shareholders from:

 

Net investment income

   

     

     

(0.14

)

   

(0.04

)

   

(0.05

)

   

(0.09

)

 

Net realized gains

   

(0.70

)

   

(6.47

)

   

(1.43

)

   

(1.60

)

   

(1.91

)

   

(1.86

)

 

Total Distributions

   

(0.70

)

   

(6.47

)

   

(1.57

)

   

(1.64

)

   

(1.96

)

   

(1.95

)

 

Net Asset Value, End of Period

 

$

12.76

   

$

12.88

   

$

21.53

   

$

15.06

   

$

16.91

   

$

19.50

   

Total Return (c) (d)

   

4.79

%

   

(13.60

)%

   

55.30

%

   

(2.08

)%

   

(1.98

)%

   

19.36

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.98

%

   

1.03

%

   

1.04

%

   

0.98

%

   

0.96

%(i)

   

0.95

%(i)

 

Net Investment Income (Loss) (e)

   

0.34

%

   

(0.06

)%

   

0.02

%

   

0.45

%

   

0.67

%

   

0.42

%

 

Gross Expenses (e) (f)

   

1.01

%

   

1.04

%

   

1.05

%

   

0.99

%

   

0.96

%(i)

   

0.95

%(i)

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

381,511

   

$

351,835

   

$

644,802

   

$

557,173

   

$

904,981

   

$

996,393

   

Portfolio Turnover (c) (j)

   

41

%

   

77

%

   

85

%

   

71

%

   

84

%

   

68

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

(i)  Reflects total annual operating expenses before reduction of any expenses paid indirectly. The share's expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

See notes to financial statements.

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

A summary of the valuations as of January 31, 2023, 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

 

$

983,364

   

$

   

$

(a)

 

$

983,364

   

Rights

   

     

     

1

     

1

   

Exchange-Traded Funds

   

2,050

     

     

     

2,050

   

Collateral for Securities Loaned

   

18,144

     

     

     

18,144

   

Total

 

$

1,003,558

   

$

   

$

1

   

$

1,003,559

   

(a) Rounds to less than $1 thousand.

As of January 31, 2023, 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.

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023, 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 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

 


23


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023.

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

17,895

   

$

   

$

18,144

   

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.

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, and printing fees), and realized and unrealized gains or losses on investments are allocated to

 


24


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

384,140

   

$

407,499

   

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.1

   

USAA Cornerstone Equity Fund

   

0.6

   

USAA Target Retirement Income Fund

   

0.9

   

USAA Target Retirement 2030 Fund

   

2.4

   

USAA Target Retirement 2040 Fund

   

3.4

   

USAA Target Retirement 2050 Fund

   

2.3

   

USAA Target Retirement 2060 Fund

   

0.3

   

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 January 31, 2023, 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 Small-Cap Core Funds Index. The Lipper Small-Cap Core Funds Index tracks the total return performance of the largest funds within the Lipper Small-Cap Core Funds category.

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.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 Small-Cap Core Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, there were no performance fee adjustments. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets.

VCM has entered into a Subadvisory Agreement with Granahan Investment Management, Inc. ("GIMI"), under which GIMI 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% and 0.10%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

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

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

incurred and paid to VCTA for the six months ended January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 1.10% and 0.98% for Fund Shares and Institutional Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

42

   

$

67

   

$

73

   

$

60

   

$

242

   

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 January 31, 2023.

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

6. Risks:

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

Small-Capitalization Stock Risk — The Fund is subject to small-cap company risk, which is the greater risk of investing in smaller, less well-known companies, as opposed to investing in established companies with proven track records. Small-cap companies also may have limited product lines, markets, or

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

financial resources. Securities of such companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in the securities of larger companies.

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, 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.

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023, were as follows (amounts in thousands):

Amount
Outstanding at
January 31, 2023
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
$

   

$

1,250

     

1

     

5.44

%

 

$

1,250

   

*  For the six months ended January 31, 2023, 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

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023.

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

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Small Cap Stock Fund

 

Victory Small Cap Stock Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


29


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

1,048.00

   

$

1,019.76

   

$

5.58

   

$

5.50

     

1.08

%

 

Institutional Shares

   

1,000.00

     

1,047.90

     

1,020.27

     

5.06

     

4.99

     

0.98

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


30


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Small Cap Stock Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") and the Subadvisory Agreement between the Adviser and Granahan Investment Management, Inc. (the "Subadviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement and Subadvisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement and Subadvisory Agreement at a meeting held on November 21, 2022.

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

The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Adviser and the Subadviser in providing services to the Fund.

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

Advisory Agreement

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

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management

 


31


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end

 


32


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one- and three-year periods ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the five- and ten-year periods ended June 30, 2022.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser pays the Fund's subadvisory fees and also noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

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

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

Subadvisory Agreement

In approving the Subadvisory Agreement with respect to the Fund, the Board considered various factors, among them: (i) the nature, extent, and quality of services provided to the Fund by the Subadviser, including the personnel providing services; (ii) the Subadviser's compensation and any other benefits derived from the subadvisory relationship; (iii) comparisons, to the extent applicable, of subadvisory fees and performance to comparable investment companies; and (iv) the terms of the Subadvisory Agreement. A summary of the Board's analysis of these factors is set forth below. After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Subadvisory Agreement. In approving the Subadvisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

 


33


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Nature, Extent, and Quality of Services Provided; Investment Personnel — The Trustees considered information provided to them regarding the services provided by the Subadviser, including information presented periodically throughout the previous year. The Board considered the Subadviser's level of knowledge and investment style. The Board reviewed the experience and credentials of the investment personnel who are responsible for managing the investment of portfolio securities with respect to the Fund and the Subadviser's level of staffing. The Trustees considered, based on the materials provided to them by the Subadviser, whether the method of compensating portfolio managers is reasonable and includes mechanisms to prevent a manager with underperformance from taking undue risks. The Trustees also noted the Subadviser's brokerage practices. The Board also considered the Subadviser's regulatory and compliance history. The Board also took into account the Subadviser's risk management processes. The Board noted that the Adviser's monitoring processes of the Subadviser include: (i) regular telephonic meetings to discuss, among other matters, investment strategies, and to review portfolio performance; (ii) quarterly portfolio compliance checklists and quarterly compliance certifications to the Board; and (iii) due diligence visits to the Subadviser.

Subadviser Compensation — The Board also took into consideration the financial condition of the Subadviser. In considering the cost of services to be provided by the Subadviser and the profitability to the Subadviser of its relationship with the Fund, the Trustees noted that the fees under the Subadvisory Agreement were paid by the Adviser. The Trustees also relied on the ability of the Adviser to negotiate the Subadvisory Agreement and the fees thereunder at arm's length. For the above reasons, the Board determined that the profitability of the Subadviser from its relationship with the Fund was not a material factor in its deliberations with respect to the consideration of the approval of the Subadvisory Agreement. For similar reasons, the Board concluded that the potential for economies of scale in the Subadviser's management of the Fund was not a material factor in considering the Subadvisory Agreement.

Subadvisory Fees and Fund Performance — The Board compared the subadvisory fees for the Fund with the fees that the Subadviser charges to comparable clients, as applicable. The Board considered that the Fund pays a management fee to the Adviser and that, in turn, the Adviser pays a subadvisory fee to the Subadviser. As noted above, the Board considered the Fund's performance during the one-, three-, five-, and ten-year periods ended June 30, 2022, as compared to the Fund's peer group and noted that the Board reviews at its regularly scheduled meetings information about the Fund's performance results. The Board also considered the performance of the Subadviser. The Board noted the Adviser's experience and resources in monitoring the performance, investment style, and risk-adjusted performance of the Subadviser. The Board was mindful of the Adviser's focus on the Subadviser's performance. The Board also noted the Subadviser's performance record for similar accounts, as applicable.

Conclusions — The Board reached the following conclusions regarding the Subadvisory Agreement: (i) the Subadviser is qualified to manage the Fund's assets in accordance with its investment objectives and policies; (ii) the Subadviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and relevant indices; and (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser and the Subadviser. Based on its conclusions, the Board determined that approval of the Subadvisory Agreement with respect to the Fund would be in the best interests of the Fund and its shareholders.

 


34


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40053-0323


 

January 31, 2023

Semi Annual Report

USAA Value Fund

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


 

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, 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

   

24

   

Proxy Voting and Portfolio Holdings Information

    24    

Expense Examples

    24    

Advisory Contract Approval

    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 Value Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks long-term growth of capital.

Top 10 Equity Holdings*:

January 31, 2023

(% of Net Assets)

Fairfax Financial Holdings Ltd.

   

2.6

%

 

Markel Corp.

   

2.1

%

 

The Progressive Corp.

   

1.9

%

 

Merck & Co., Inc.

   

1.7

%

 

JPMorgan Chase & Co.

   

1.7

%

 

Alphabet, Inc. Class A

   

1.6

%

 

Johnson & Johnson

   

1.6

%

 

Vistra Corp.

   

1.6

%

 

Brown & Brown, Inc.

   

1.4

%

 

Marathon Oil Corp.

   

1.4

%

 

Sector Allocation*:

January 31, 2023

(% 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 Value Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Common Stocks (98.7%)

 

Communication Services (5.3%):

 

Alphabet, Inc. Class A (a)

   

192,294

   

$

19,006

   

AT&T, Inc.

   

249,936

     

5,091

   

Charter Communications, Inc. Class A (a)

   

8,219

     

3,159

   

Comcast Corp. Class A

   

153,454

     

6,039

   

Match Group, Inc. (a)

   

59,391

     

3,214

   

Meta Platforms, Inc. Class A (a)

   

86,104

     

12,827

   

Omnicom Group, Inc.

   

29,223

     

2,513

   

Playtika Holding Corp. (a)

   

270,464

     

2,837

   

Verizon Communications, Inc.

   

142,826

     

5,937

   

World Wrestling Entertainment, Inc. Class A

   

36,819

     

3,116

   
     

63,739

   

Consumer Discretionary (6.3%):

 

AutoNation, Inc. (a)

   

23,290

     

2,951

   

Bath & Body Works, Inc.

   

67,752

     

3,117

   

Best Buy Co., Inc.

   

57,943

     

5,141

   

Darden Restaurants, Inc.

   

42,500

     

6,289

   

Deckers Outdoor Corp. (a)

   

4,545

     

1,943

   

Dick's Sporting Goods, Inc.

   

29,670

     

3,880

   

Ford Motor Co.

   

240,545

     

3,250

   

LKQ Corp.

   

223,510

     

13,178

   

Mattel, Inc. (a)

   

272,300

     

5,571

   

PulteGroup, Inc.

   

68,756

     

3,912

   

Target Corp.

   

28,023

     

4,824

   

The Home Depot, Inc.

   

17,585

     

5,701

   

Ulta Beauty, Inc. (a)

   

7,291

     

3,747

   

Whirlpool Corp.

   

25,846

     

4,021

   

Williams-Sonoma, Inc.

   

30,438

     

4,107

   

Yum! Brands, Inc.

   

28,492

     

3,718

   
     

75,350

   

Consumer Staples (5.9%):

 

Altria Group, Inc.

   

142,258

     

6,407

   

Colgate-Palmolive Co.

   

36,905

     

2,751

   

Keurig Dr Pepper, Inc.

   

339,992

     

11,995

   

Lamb Weston Holdings, Inc.

   

35,800

     

3,576

   

Mondelez International, Inc. Class A

   

190,700

     

12,479

   

Philip Morris International, Inc.

   

83,924

     

8,748

   

The Kroger Co.

   

75,536

     

3,371

   

The Procter & Gamble Co.

   

41,865

     

5,961

   

Tyson Foods, Inc. Class A

   

38,127

     

2,507

   

U.S. Foods Holding Corp. (a)

   

286,700

     

10,932

   

Walmart, Inc.

   

17,637

     

2,537

   
     

71,264

   

Energy (7.1%):

 

Chevron Corp.

   

25,352

     

4,412

   

ConocoPhillips

   

55,560

     

6,771

   

Enterprise Products Partners LP

   

442,624

     

11,331

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

EOG Resources, Inc.

   

30,489

   

$

4,032

   

Exxon Mobil Corp.

   

123,591

     

14,338

   

Hess Corp.

   

71,500

     

10,736

   

Marathon Oil Corp.

   

599,961

     

16,481

   

Ovintiv, Inc.

   

192,600

     

9,482

   

PDC Energy, Inc.

   

45,330

     

3,070

   

Pioneer Natural Resources Co.

   

20,435

     

4,707

   
     

85,360

   

Financials (21.0%):

 

Affiliated Managers Group, Inc.

   

15,904

     

2,747

   

American Financial Group, Inc.

   

18,691

     

2,665

   

Ameriprise Financial, Inc.

   

14,761

     

5,168

   

Brown & Brown, Inc.

   

282,200

     

16,526

   

Capital One Financial Corp.

   

47,810

     

5,689

   

Cboe Global Markets, Inc.

   

107,400

     

13,197

   

Citigroup, Inc.

   

107,819

     

5,630

   

Credit Acceptance Corp. (a) (b)

   

2,523

     

1,167

   

Discover Financial Services

   

41,658

     

4,863

   

East West Bancorp, Inc.

   

61,134

     

4,800

   

Evercore, Inc.

   

39,259

     

5,096

   

Everest Re Group Ltd.

   

6,900

     

2,413

   

Fairfax Financial Holdings Ltd.

   

46,400

     

30,722

   

Fidelity National Financial, Inc.

   

140,865

     

6,202

   

Interactive Brokers Group, Inc.

   

179,100

     

14,317

   

JPMorgan Chase & Co.

   

142,652

     

19,966

   

Markel Corp. (a)

   

17,700

     

24,939

   

MGIC Investment Corp.

   

325,334

     

4,594

   

Primerica, Inc.

   

21,971

     

3,554

   

Regions Financial Corp.

   

221,417

     

5,212

   

SEI Investments Co.

   

102,039

     

6,370

   

Signature Bank

   

24,614

     

3,174

   

State Street Corp.

   

117,200

     

10,704

   

Synchrony Financial

   

95,223

     

3,498

   

The Goldman Sachs Group, Inc.

   

19,801

     

7,244

   

The Hartford Financial Services Group, Inc.

   

98,942

     

7,679

   

The Progressive Corp.

   

167,987

     

22,905

   

The Travelers Cos., Inc.

   

25,081

     

4,794

   

U.S. Bancorp

   

80,528

     

4,010

   

Wells Fargo & Co.

   

49,159

     

2,304

   
     

252,149

   

Health Care (16.9%):

 

AbbVie, Inc.

   

89,800

     

13,268

   

Amgen, Inc.

   

13,160

     

3,322

   

Biogen, Inc. (a)

   

10,469

     

3,045

   

Bristol-Myers Squibb Co.

   

62,016

     

4,506

   

Cigna Corp.

   

48,231

     

15,273

   

CVS Health Corp.

   

37,719

     

3,328

   

Elevance Health, Inc.

   

11,791

     

5,895

   

Eli Lilly & Co.

   

7,637

     

2,628

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

GE Healthcare Technologies, Inc. (a)

   

76,800

   

$

5,339

   

Gilead Sciences, Inc.

   

41,151

     

3,454

   

HCA Healthcare, Inc.

   

21,580

     

5,504

   

Hologic, Inc. (a)

   

61,566

     

5,010

   

Humana, Inc.

   

20,295

     

10,385

   

IDEXX Laboratories, Inc. (a)

   

9,704

     

4,663

   

Johnson & Johnson

   

114,696

     

18,744

   

Laboratory Corp. of America Holdings

   

12,959

     

3,267

   

McKesson Corp.

   

22,963

     

8,696

   

Medtronic PLC

   

166,400

     

13,926

   

Merck & Co., Inc.

   

189,493

     

20,353

   

Mettler-Toledo International, Inc. (a)

   

3,167

     

4,855

   

Moderna, Inc. (a)

   

25,423

     

4,476

   

Organon & Co.

   

99,038

     

2,984

   

Pfizer, Inc.

   

128,706

     

5,684

   

Quest Diagnostics, Inc.

   

26,978

     

4,006

   

Regeneron Pharmaceuticals, Inc. (a)

   

3,671

     

2,784

   

Royalty Pharma PLC Class A

   

79,945

     

3,133

   

Thermo Fisher Scientific, Inc.

   

3,837

     

2,188

   

UnitedHealth Group, Inc.

   

31,985

     

15,967

   

Universal Health Services, Inc. Class B

   

20,395

     

3,023

   

Waters Corp. (a)

   

10,446

     

3,432

   
     

203,138

   

Industrials (11.9%):

 

3M Co.

   

52,046

     

5,989

   

Booz Allen Hamilton Holding Corp.

   

35,736

     

3,382

   

Builders FirstSource, Inc. (a)

   

62,315

     

4,966

   

CACI International, Inc. Class A (a)

   

12,607

     

3,884

   

Cintas Corp.

   

11,245

     

4,990

   

Cummins, Inc.

   

19,716

     

4,920

   

Eaton Corp. PLC

   

40,200

     

6,521

   

Emerson Electric Co.

   

50,291

     

4,537

   

Fastenal Co.

   

84,705

     

4,282

   

FedEx Corp.

   

44,523

     

8,631

   

Honeywell International, Inc.

   

12,669

     

2,641

   

Johnson Controls International PLC

   

153,300

     

10,665

   

Leidos Holdings, Inc.

   

90,800

     

8,975

   

Lennox International, Inc.

   

14,122

     

3,680

   

Lockheed Martin Corp.

   

6,269

     

2,904

   

ManpowerGroup, Inc.

   

33,492

     

2,919

   

Masco Corp.

   

69,861

     

3,717

   

MSC Industrial Direct Co., Inc.

   

41,171

     

3,405

   

Otis Worldwide Corp.

   

69,621

     

5,725

   

PACCAR, Inc.

   

42,300

     

4,624

   

Parker-Hannifin Corp.

   

25,100

     

8,183

   

Raytheon Technologies Corp.

   

66,167

     

6,607

   

Robert Half International, Inc.

   

33,699

     

2,829

   

Sensata Technologies Holding PLC

   

223,200

     

11,350

   

Union Pacific Corp.

   

23,447

     

4,788

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

United Parcel Service, Inc. Class B

   

27,127

   

$

5,025

   

W.W. Grainger, Inc.

   

5,319

     

3,135

   
     

143,274

   

Information Technology (8.6%):

 

Adobe, Inc. (a)

   

7,544

     

2,794

   

Amdocs Ltd.

   

39,040

     

3,589

   

Autodesk, Inc. (a)

   

18,793

     

4,043

   

Cadence Design Systems, Inc. (a)

   

24,486

     

4,477

   

CDW Corp.

   

20,031

     

3,927

   

Cisco Systems, Inc.

   

171,607

     

8,352

   

Cognizant Technology Solutions Corp. Class A

   

49,529

     

3,306

   

Dell Technologies, Inc. Class C

   

53,963

     

2,192

   

Fidelity National Information Services, Inc.

   

205,900

     

15,451

   

FleetCor Technologies, Inc. (a)

   

47,194

     

9,855

   

Fortinet, Inc. (a)

   

39,501

     

2,067

   

Global Payments, Inc.

   

27,300

     

3,077

   

Intel Corp.

   

142,253

     

4,020

   

International Business Machines Corp.

   

14,427

     

1,944

   

Mastercard, Inc. Class A

   

9,140

     

3,387

   

Micron Technology, Inc.

   

47,347

     

2,855

   

PayPal Holdings, Inc. (a)

   

42,153

     

3,435

   

Qorvo, Inc. (a)

   

32,414

     

3,522

   

QUALCOMM, Inc.

   

19,967

     

2,660

   

Skyworks Solutions, Inc.

   

35,716

     

3,917

   

Texas Instruments, Inc.

   

29,499

     

5,228

   

The Western Union Co.

   

143,357

     

2,031

   

Ubiquiti, Inc.

   

7,481

     

2,186

   

VeriSign, Inc. (a)

   

15,106

     

3,294

   

Vontier Corp.

   

90,196

     

2,077

   
     

103,686

   

Materials (4.5%):

 

Cleveland-Cliffs, Inc. (a)

   

114,403

     

2,443

   

Dow, Inc.

   

129,671

     

7,696

   

Louisiana-Pacific Corp.

   

50,857

     

3,463

   

LyondellBasell Industries NV Class A

   

72,877

     

7,046

   

Nucor Corp.

   

37,029

     

6,259

   

PPG Industries, Inc.

   

71,000

     

9,254

   

Sealed Air Corp.

   

225,829

     

12,366

   

Steel Dynamics, Inc.

   

47,373

     

5,715

   
     

54,242

   

Real Estate (5.1%):

 

Alexandria Real Estate Equities, Inc.

   

92,527

     

14,873

   

AvalonBay Communities, Inc.

   

19,184

     

3,404

   

Brixmor Property Group, Inc.

   

170,045

     

4,001

   

Equity LifeStyle Properties, Inc.

   

82,800

     

5,943

   

Gaming and Leisure Properties, Inc.

   

76,584

     

4,102

   

Healthpeak Properties, Inc.

   

110,587

     

3,039

   

Invitation Homes, Inc.

   

252,000

     

8,190

   

Prologis, Inc.

   

47,151

     

6,096

   

Realty Income Corp.

   

70,309

     

4,769

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Value Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Ventas, Inc.

   

47,506

   

$

2,461

   

VICI Properties, Inc.

   

134,917

     

4,612

   
     

61,490

   

Utilities (6.1%):

 

Constellation Energy Corp.

   

61,499

     

5,250

   

DTE Energy Co.

   

40,929

     

4,763

   

Duke Energy Corp.

   

84,926

     

8,701

   

Evergy, Inc.

   

72,193

     

4,523

   

Exelon Corp.

   

299,412

     

12,632

   

PPL Corp.

   

170,457

     

5,046

   

The AES Corp.

   

148,386

     

4,067

   

The Southern Co.

   

75,607

     

5,117

   

UGI Corp.

   

126,468

     

5,037

   

Vistra Corp.

   

808,686

     

18,648

   
     

73,784

   

Total Common Stocks (Cost $1,033,689)

   

1,187,476

   

Collateral for Securities Loaned (0.1%)^

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (c)
   

285,782

     

286

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (c)

   

285,782

     

285

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (c)

   

285,782

     

286

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (c)
   

285,782

     

286

   

Total Collateral for Securities Loaned (Cost $1,143)

   

1,143

   

Total Investments (Cost $1,034,832) — 98.8%

   

1,188,619

   

Other assets in excess of liabilities — 1.2%

   

14,822

   

NET ASSETS — 100.00%

 

$

1,203,441

   

At January 31, 2023, the Fund's investments in foreign securities were 7.7% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Rate disclosed is the daily yield on January 31, 2023.

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.

 


7


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA
Value Fund
 

Assets:

 

Investments, at value (Cost $1,034,832)

 

$

1,188,619

(a)

 

Cash

   

17,965

   

Receivables:

 

Interest and dividends

   

910

   

Capital shares issued

   

17

   

From Adviser

   

9

   

Prepaid expenses

   

13

   

Total Assets

   

1,207,533

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

1,143

   

Investments purchased

   

1,868

   

Capital shares redeemed

   

148

   

Accrued expenses and other payables:

 

Investment advisory fees

   

611

   

Administration fees

   

131

   

Custodian fees

   

9

   

Transfer agent fees

   

102

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

78

   

Total Liabilities

   

4,092

   

Net Assets:

 

Capital

   

1,055,534

   

Total accumulated earnings/(loss)

   

147,907

   

Net Assets

 

$

1,203,441

   

Net Assets

 

Fund Shares

 

$

763,396

   

Institutional Shares

   

439,936

   

Class A

   

109

   

Total

 

$

1,203,441

   

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

 

Fund Shares

   

44,535

   

Institutional Shares

   

25,646

   

Class A

   

6

   

Total

   

70,187

   

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

 

Fund Shares

 

$

17.14

   

Institutional Shares

   

17.15

   

Class A

   

17.45

   

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
 

$

18.51

   

(a)  Includes $1,155 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 January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA
Value Fund
 

Investment Income:

 

Dividends

 

$

14,039

   

Interest

   

104

   

Securities lending (net of fees)

   

12

   

Foreign tax withholding

   

(70

)

 

Total Income

   

14,085

   

Expenses:

 

Investment advisory fees

   

3,592

   

Administration fees — Fund Shares

   

556

   

Administration fees — Institutional Shares

   

204

   

Administration fees — Class A

   

(a)

 

Sub-Administration fees

   

21

   
12b-1 fees — Class A    

(a)

 

Custodian fees

   

26

   

Transfer agent fees — Fund Shares

   

386

   

Transfer agent fees — Institutional Shares

   

204

   

Transfer agent fees — Class A

   

(a)

 

Trustees' fees

   

23

   

Compliance fees

   

6

   

Legal and audit fees

   

48

   

State registration and filing fees

   

35

   

Other expenses

   

78

   

Total Expenses

   

5,179

   

Expenses waived/reimbursed by Adviser

   

(28

)

 

Net Expenses

   

5,151

   

Net Investment Income (Loss)

   

8,934

   

Realized/Unrealized Gains (Losses) from Investments:

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

(1,401

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

38,674

   

Net realized/unrealized gains (losses) on investments

   

37,273

   

Change in net assets resulting from operations

 

$

46,207

   

(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 Value Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

8,934

   

$

14,966

   

Net realized gains (losses)

   

(1,401

)

   

122,544

   

Net change in unrealized appreciation/depreciation

   

38,674

     

(125,131

)

 

Change in net assets resulting from operations

   

46,207

     

12,379

   

Distributions to Shareholders:

 

Fund Shares

   

(55,837

)

   

(48,312

)

 

Institutional Shares

   

(31,668

)

   

(23,853

)

 

Class A

   

(8

)

   

(6

)

 

Change in net assets resulting from distributions to shareholders

   

(87,513

)

   

(72,171

)

 

Change in net assets resulting from capital transactions

   

124,729

     

73,080

   

Change in net assets

   

83,423

     

13,288

   

Net Assets:

 

Beginning of period

   

1,120,018

     

1,106,730

   

End of period

 

$

1,203,441

   

$

1,120,018

   

(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 Value Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

15,817

   

$

45,234

   

Distributions reinvested

   

55,308

     

47,728

   

Cost of shares redeemed

   

(48,391

)

   

(121,375

)

 

Total Fund Shares

 

$

22,734

   

$

(28,413

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

81,140

   

$

135,197

   

Distributions reinvested

   

31,654

     

23,841

   

Cost of shares redeemed

   

(10,809

)

   

(57,515

)

 

Total Institutional Shares

 

$

101,985

   

$

101,523

   

Class A

 

Proceeds from shares issued

 

$

5

   

$

62

   

Distributions reinvested

   

5

     

4

   

Cost of shares redeemed

   

(a)

   

(96

)

 

Total Class A

 

$

10

   

$

(30

)

 

Change in net assets resulting from capital transactions

 

$

124,729

   

$

73,080

   

Share Transactions:

 

Fund Shares

 

Issued

   

928

     

2,456

   

Reinvested

   

3,319

     

2,599

   

Redeemed

   

(2,840

)

   

(6,602

)

 

Total Fund Shares

   

1,407

     

(1,547

)

 

Institutional Shares

 

Issued

   

4,571

     

6,987

   

Reinvested

   

1,898

     

1,297

   

Redeemed

   

(632

)

   

(3,124

)

 

Total Institutional Shares

   

5,837

     

5,160

   

Class A

 

Issued

   

1

     

3

   

Reinvested

   

(b)

   

(b)

 

Redeemed

   

(b)

   

(5

)

 

Total Class A

   

1

     

(2

)

 

Change in Shares

   

7,245

     

3,611

   

(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

   

USAA Value Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

17.79

   

$

18.65

   

$

13.57

   

$

19.32

   

$

22.01

   

$

21.55

   

Investment Activities:

 

Net investment income (loss)

   

0.13

(a)

   

0.23

(a)

   

0.21

(a)

   

0.26

(a)

   

0.25

     

0.21

   
Net realized and unrealized
gains (losses)
   

0.54

     

0.03

(b)

   

5.12

     

(1.39

)

   

(0.54

)

   

1.84

   
Total from Investment
Activities
   

0.67

     

0.26

     

5.33

     

(1.13

)

   

(0.29

)

   

2.05

   

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

(0.24

)

   

(0.19

)

   

(0.21

)

   

(0.24

)

   

(0.21

)

 

Net realized gains

   

(1.13

)

   

(0.88

)

   

(0.06

)

   

(4.41

)

   

(2.16

)

   

(1.38

)

 

Total Distributions

   

(1.32

)

   

(1.12

)

   

(0.25

)

   

(4.62

)

   

(2.40

)

   

(1.59

)

 

Net Asset Value, End of Period

 

$

17.14

   

$

17.79

   

$

18.65

   

$

13.57

   

$

19.32

   

$

22.01

   

Total Return (c) (d)

   

4.06

%

   

1.23

%

   

39.66

%

   

(9.43

)%

   

(0.11

)%

   

9.69

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.91

%

   

0.91

%

   

0.92

%

   

0.96

%

   

0.96

%

   

0.99

%

 

Net Investment Income (Loss) (e)

   

1.53

%

   

1.28

%

   

1.29

%

   

1.69

%

   

1.35

%

   

1.10

%

 

Gross Expenses (e) (f)

   

0.91

%

   

0.91

%

   

0.92

%

   

0.97

%

   

0.96

%

   

0.99

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

763,396

   

$

767,351

   

$

833,149

   

$

711,182

   

$

940,515

   

$

1,007,712

   

Portfolio Turnover (c) (i)

   

30

%

   

69

%

   

55

%

   

74

%

   

108

%(j)

   

29

%

 

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

(b)  The amount shown reflects a net realized and unrealized gain per share, whereas the Statement of Operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


12


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Value Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

17.80

   

$

18.67

   

$

13.58

   

$

19.33

   

$

22.00

   

$

21.54

   

Investment Activities:

 

Net investment income (loss)

   

0.14

(a)

   

0.24

(a)

   

0.22

(a)

   

0.27

(a)

   

0.28

(a)

   

0.23

   
Net realized and unrealized
gains (losses)
   

0.53

     

0.03

(b)

   

5.13

     

(1.39

)

   

(0.55

)

   

1.84

   
Total from Investment
Activities
   

0.67

     

0.27

     

5.35

     

(1.12

)

   

(0.27

)

   

2.07

   

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

(0.26

)

   

(0.20

)

   

(0.22

)

   

(0.24

)

   

(0.23

)

 

Net realized gains

   

(1.13

)

   

(0.88

)

   

(0.06

)

   

(4.41

)

   

(2.16

)

   

(1.38

)

 

Total Distributions

   

(1.32

)

   

(1.14

)

   

(0.26

)

   

(4.63

)

   

(2.40

)

   

(1.61

)

 

Net Asset Value, End of Period

 

$

17.15

   

$

17.80

   

$

18.67

   

$

13.58

   

$

19.33

   

$

22.00

   

Total Return (c) (d)

   

4.06

%

   

1.28

%

   

39.83

%

   

(9.40

)%

   

(0.02

)%

   

9.79

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.86

%

   

0.86

%

   

0.84

%

   

0.88

%

   

0.88

%

   

0.91

%

 

Net Investment Income (Loss) (e)

   

1.59

%

   

1.33

%

   

1.36

%

   

1.75

%

   

1.42

%

   

1.18

%

 

Gross Expenses (e) (f)

   

0.87

%

   

0.86

%

   

0.85

%

   

0.89

%

   

0.88

%

   

0.91

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

439,936

   

$

352,564

   

$

273,446

   

$

215,830

   

$

222,701

   

$

640,281

   

Portfolio Turnover (c) (i)

   

30

%

   

69

%

   

55

%

   

74

%

   

108

%(j)

   

29

%

 

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

(b)  The amount shown reflects a net realized and unrealized gain per share, whereas the Statement of Operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


13


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Value Fund

 
   

Class A

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

18.12

   

$

18.59

   

$

13.48

   

$

19.24

   

$

21.91

   

$

21.46

   

Investment Activities:

 

Net investment income (loss)

   

0.10

(a)

   

0.40

(a)

   

0.16

(a)

   

0.23

(a)

   

0.20

     

0.15

   
Net realized and unrealized
gains (losses)
   

0.55

     

0.01

(b)

   

5.17

     

(1.39

)

   

(0.55

)

   

1.83

   
Total from Investment
Activities
   

0.65

     

0.41

     

5.33

     

(1.16

)

   

(0.35

)

   

1.98

   

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

     

(0.16

)

   

(0.19

)

   

(0.16

)

   

(0.15

)

 

Net realized gains

   

(1.13

)

   

(0.88

)

   

(0.06

)

   

(4.41

)

   

(2.16

)

   

(1.38

)

 

Total Distributions

   

(1.32

)

   

(0.88

)

   

(0.22

)

   

(4.60

)

   

(2.32

)

   

(1.53

)

 

Net Asset Value, End of Period

 

$

17.45

   

$

18.12

   

$

18.59

   

$

13.48

   

$

19.24

   

$

21.91

   
Total Return (excludes sales
charges) (c) (d)
   

3.88

%

   

2.09

%

   

39.88

%

   

(9.66

)%

   

(0.44

)%

   

9.41

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

1.27

%

   

0.03

%(i)

   

1.21

%

   

1.21

%

   

1.27

%(j)

   

1.30

%

 

Net Investment Income (Loss) (e)

   

1.18

%

   

2.16

%

   

1.02

%

   

1.45

%

   

1.03

%

   

0.79

%

 

Gross Expenses (e) (f)

   

20.58

%

   

13.91

%(k)

   

1.65

%

   

1.21

%

   

1.31

%

   

1.30

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

109

   

$

103

   

$

135

   

$

6,027

   

$

8,613

   

$

9,807

   

Portfolio Turnover (c) (l)

   

30

%

   

69

%

   

55

%

   

74

%

   

108

%(m)

   

29

%

 

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

(b)  The amount shown reflects a net realized and unrealized gain per share, whereas the Statement of Operations reflected a net realized and unrealized loss for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(continues on next page)

See notes to financial statements.

 


14


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

(h)  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.

(i)  For the year ended July 31, 2022, the Class A net expense ratio includes the impact of the performance fee adjustment. If the performance fee adjustment of (1.24)% was not applied to the Class A net expense ratio, the Class A net expense ratio would have been 1.27%.

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

(k)  The class specific expenses have significantly impacted the gross expense ratio due to fluctuations in Class A net assets.

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

(m)  Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

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

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

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
January 31, 2023
 

  (Unaudited)

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to 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, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

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

A summary of the valuations as of January 31, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,187,476

   

$

   

$

   

$

1,187,476

   

Collateral for Securities Loaned

       

1,143

         

1,143

   

Total

 

$

1,188,619

   

$

   

$

   

$

1,188,619

   

As of January 31, 2023, 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:

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

 


17


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 January 31, 2023.

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

1,155

   

$

   

$

1,143

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

 


18


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Allocations:

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

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing fees, and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

379,972

   

$

334,971

   

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned a percentage of total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.2

   

USAA Cornerstone Equity Fund

   

0.3

   

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 0.65% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Multi-Cap Value Funds Index. The Lipper Multi-Cap Value Funds Index tracks the total return performance of the largest funds within the Lipper Multi-Cap Value Funds category.

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.

 


19


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 Multi-Cap Value Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $(106), $(39), and $0 for Fund Shares, Institutional Shares, and Class A, in thousands, respectively. Performance adjustments were (0.03)%, (0.02)%, 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. For the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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,

 


20


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.96%, 0.88%, and 1.27% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

17

   

$

32

   

$

33

   

$

28

   

$

110

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the six months ended January 31, 2023.

 


21


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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.

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

Market Risk — Overall market risks may affect the value of the Fund. Domestic and international factors such as political events, war, 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.

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 January 31, 2023, 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 (one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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

 


22


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023.

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

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Value Fund

 

Victory Value Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


23


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

1,040.60

   

$

1,020.62

   

$

4.68

   

$

4.63

     

0.91

%

 

Institutional Shares

   

1,000.00

     

1,040.60

     

1,020.87

     

4.42

     

4.38

     

0.86

%

 

Class A

   

1,000.00

     

1,038.80

     

1,018.80

     

6.53

     

6.46

     

1.27

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


24


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Value Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


25


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods, and also took into account the Fund's more recent improved performance.

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

 


26


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


27


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40847-0323


 

January 31, 2023

Semi Annual Report

USAA Income Fund

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


 

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, 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

    33    

Statement of Operations

    34    

Statements of Changes in Net Assets

    35    

Financial Highlights

    37    

Notes to Financial Statements

   

41

   

Supplemental Information

   

53

   

Proxy Voting and Portfolio Holdings Information

    53    

Expense Examples

    53    

Advisory Contract Approval

    54    

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 Income Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

January 31, 2023

(% 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 Income Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (6.6%)

 
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46,
Callable 8/15/24 @ 100 (a)
 

$

8,500

   

$

7,523

   
American Credit Acceptance Receivables Trust, Series 2022-1, Class B, 1.68%,
9/14/26, Callable 11/13/24 @ 100 (a)
   

2,500

     

2,447

   
American Credit Acceptance Receivables Trust, Series 2022-1, Class C, 2.12%,
3/13/28, Callable 11/13/24 @ 100 (a)
   

3,500

     

3,365

   
ARI Fleet Lease Trust, Series 2022-A, Class B, 3.79%, 1/15/31, Callable
5/15/25 @ 100 (a)
   

1,400

     

1,322

   
ARI Fleet Lease Trust, Series 2022-A, Class A3, 3.43%, 1/15/31, Callable
5/15/25 @ 100 (a)
   

2,286

     

2,210

   
Avis Budget Rental Car Funding AESOP LLC, Series 2018-2A, Class B, 4.27%,
3/20/25, Callable 4/20/24 @ 100 (a)
   

5,250

     

5,166

   
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B, 7.09%,
4/20/27 (a)
   

3,500

     

3,595

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class B, 3.55%,
9/22/25, Callable 10/20/24 @ 100 (a)
   

7,500

     

7,249

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25, Callable
4/15/24 @ 100
   

3,611

     

3,506

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24, Callable
3/15/23 @ 100
   

1,924

     

1,920

   
Carvana Auto Receivables Trust, Series 2021-N4, Class A2, 1.80%, 9/11/28,
Callable 9/10/26 @ 100
   

2,750

     

2,527

   
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27, Callable
12/14/23 @ 100 (a)
   

2,000

     

1,887

   
CF Hippolyta Issuer LLC, Series 2021-1A, Class A1, 1.53%, 3/15/61, Callable
3/15/24 @ 100 (a)
   

2,837

     

2,500

   
CIT Education Loan Trust, Series 2007-1, Class B, 5.02% (LIBOR03M+30bps),
6/25/42, Callable 9/25/30 @ 100 (a) (b)
   

3,183

     

2,730

   
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27, Callable
2/15/24 @ 100
   

1,100

     

1,059

   
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26,
Callable 4/15/24 @ 100 (a)
   

5,000

     

4,994

   
CPS Auto Receivables Trust, Series 2022-D, Class B, 6.84%, 1/16/29, Callable
11/15/27 @ 100 (a)
   

2,360

     

2,442

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30,
Callable 11/15/24 @ 100 (a)
   

2,327

     

2,236

   
Credit Acceptance Auto Loan Trust, Series 2022-3A, Class B, 7.52%, 12/15/32,
Callable 10/15/26 @ 100 (a)
   

3,500

     

3,651

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class B, 2.39%, 4/16/29,
Callable 6/15/23 @ 100 (a)
   

1,497

     

1,492

   
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class B, 1.26%, 4/15/30,
Callable 12/15/24 @ 100 (a)
   

5,885

     

5,428

   

Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%, 3/20/24 (a)

   

170

     

169

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

5,667

     

4,862

   
Diamond Issuer, Series 2021-1A, Class A, 2.31%, 11/20/51, Callable
11/20/25 @ 100 (a)
   

4,875

     

4,214

   
Encina Equipment Finance LLC, Series 2021-1A, Class A2, 0.74%, 12/15/26,
Callable 2/15/24 @ 100 (a)
   

894

     

881

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Enterprise Fleet Financing LLC, Series 2022-4, Class A3, 5.65%, 10/22/29,
Callable 8/20/26 @ 100 (a)
 

$

4,000

   

$

4,087

   

Evergreen Credit Card Trust, Series 2022-CRT1, Class C, 6.19%, 7/15/26 (a)

   

4,500

     

4,409

   

Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)

   

3,750

     

3,760

   
Exeter Automobile Receivables Trust, Series 2019-2A, Class D, 3.71%, 3/17/25,
Callable 12/15/23 @ 100 (a)
   

7,266

     

7,184

   

ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable 2/25/23 @ 100 (a)

   

5,625

     

5,306

   
First Investors Auto Owner Trust, Series 2018-2A, Class F, 7.31%, 9/15/25,
Callable 2/15/23 @ 100 (a)
   

3,150

     

3,149

   
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25,
Callable 11/15/23 @ 100 (a)
   

2,110

     

2,098

   

FirstKey Homes Trust, Series 2021-SFR2, Class B, 1.61%, 9/17/38 (a)

   

6,538

     

5,741

   
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26, Callable
2/15/25 @ 100 (a)
   

3,898

     

3,882

   
Flagship Credit Auto Trust, Series 2018-3, Class D, 4.15%, 12/16/24, Callable
3/15/24 @ 100 (a)
   

859

     

854

   
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31, Callable
2/15/25 @ 100 (a)
   

5,333

     

5,042

   
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31, Callable
2/15/25 @ 100 (a)
   

4,000

     

3,671

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B, 0.87%,
1/15/26, Callable 5/15/24 @ 100 (a)
   

3,281

     

3,216

   
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class B, 0.78%, 11/17/25,
Callable 8/15/25 @ 100 (a)
   

5,500

     

5,372

   
GM Financial Consumer Automobile Receivables Trust, Series 2019-3,
Class B, 2.32%, 12/16/24, Callable 4/16/23 @ 100
   

1,685

     

1,674

   
GM Financial Consumer Automobile Receivables Trust, Series 2020-2,
Class B, 2.54%, 8/18/25, Callable 1/16/24 @ 100
   

1,500

     

1,459

   

Golden Credit Card Trust, Series 2021-1A, Class B, 1.44%, 8/15/28 (a)

   

9,000

     

7,940

   

Golden Credit Card Trust, Series 2021-1A, Class C, 1.74%, 8/15/28 (a)

   

4,467

     

3,943

   

Hertz Vehicle Financing III LP, Series 2021-2A, Class C, 2.52%, 12/27/27 (a)

   

3,667

     

3,151

   
Hertz Vehicle Financing LLC, Series 2022-4A, Class B, 4.12%, 9/25/26,
Callable 9/25/25 @ 100 (a)
   

2,000

     

1,909

   

Hertz Vehicle Financing LLC, Series 2021-1A, Class C, 2.05%, 12/26/25 (a)

   

2,000

     

1,835

   
Hertz Vehicle Financing LLC, Series 2022-2A, Class C, 2.95%, 6/26/28, Callable
6/25/27 @ 100 (a)
   

3,500

     

3,001

   
HPEFS Equipment Trust, Series 2022-1A, Class C, 1.96%, 5/21/29, Callable
6/20/25 @ 100 (a)
   

1,000

     

939

   
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28, Callable
7/20/24 @ 100 (a)
   

7,686

     

7,308

   
JPMorgan Chase Bank NA, Series 2021-3, Class C, 0.86%, 2/26/29, Callable
4/25/25 @ 100 (a)
   

2,480

     

2,343

   
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28, Callable
3/25/25 @ 100 (a)
   

3,048

     

2,941

   
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27, Callable
5/15/25 @ 100 (a)
   

1,500

     

1,368

   

Master Credit Card Trust, Series 2022-2A, Class C, 2.73%, 7/21/28 (a)

   

2,344

     

2,108

   

Master Credit Card Trust, Series 2021-1A, Class B, 0.79%, 11/21/25 (a)

   

1,615

     

1,514

   

Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)

   

4,500

     

4,209

   

Master Credit Card Trust II, Series 2022-1A, Class C, 2.27%, 7/21/26 (a)

   

3,000

     

2,817

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Master Credit Card Trust II, Series 2020-1A, Class B, 2.27%, 9/21/24 (a)

 

$

834

   

$

830

   

MMAF Equipment Finance LLC, Series 2017-AA, Class A5, 2.68%, 7/16/27 (a)

   

418

     

417

   

MMAF Equipment Finance LLC, Series 2022-A, Class A4, 3.32%, 6/13/44 (a)

   

1,500

     

1,431

   

MVW LLC, Series 2021-1WA, Class A, 1.14%, 1/22/41, Callable 3/20/26 @ 100 (a)

   

1,044

     

953

   
Navient Student Loan Trust, Series 2018-2A, Class B, 5.66% (LIBOR01M+115bps),
3/25/67, Callable 9/25/34 @ 100 (a) (b)
   

3,500

     

3,133

   
Navient Student Loan Trust, Series 2015-2, Class B, 6.01% (LIBOR01M+150bps),
8/25/50, Callable 6/25/31 @ 100 (b)
   

3,000

     

2,654

   
Nelnet Student Loan Trust, Series 2005-4, Class B, 5.03% (LIBOR03M+28bps),
9/22/35, Callable 6/22/26 @ 100 (b)
   

873

     

766

   
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49, Callable
11/19/23 @ 100 (a)
   

6,571

     

5,858

   
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47, Callable
4/20/23 @ 100 (a)
   

15,625

     

14,457

   
OSCAR U.S. Funding Trust LLC, Series 2018-1A, Class A4, 3.50%, 5/12/25,
Callable 2/10/23 @ 100 (a)
   

175

     

175

   
Progress Residential Trust, Series 2021-SFR6, Class A, 1.52%, 7/17/38,
Callable 7/17/26 @ 100 (a)
   

4,395

     

3,852

   
Progress Residential Trust, Series 2021-SFR6, Class B, 1.75%, 7/17/38,
Callable 7/17/26 @ 100 (a)
   

3,938

     

3,432

   

PSNH Funding LLC, Series 2018-1, Class A3, 3.81%, 2/1/35

   

15,545

     

14,757

   
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%,
8/16/32, Callable 2/15/26 @ 100 (a)
   

2,244

     

2,231

   
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B, 5.28%,
5/15/32, Callable 11/15/25 @ 100 (a)
   

3,373

     

3,295

   
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%,
4/15/26, Callable 9/15/24 @ 100 (a)
   

1,500

     

1,485

   
Santander Drive Auto Receivables Trust, Series 2022-3, Class B, 4.13%, 8/16/27,
Callable 5/15/25 @ 100
   

3,188

     

3,129

   
Santander Retail Auto Lease Trust, Series 2021-C, Class B, 0.83%, 3/20/26,
Callable 6/20/24 @ 100 (a)
   

3,500

     

3,311

   
SCF Equipment Leasing LLC, Series 2022-2A, Class B, 6.50%, 2/20/32, Callable
10/20/29 @ 100 (a)
   

1,071

     

1,095

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28, Callable
9/20/24 @ 100 (a)
   

3,824

     

3,655

   
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27,
Callable 9/20/24 @ 100 (a)
   

3,979

     

3,898

   
SLM Student Loan Trust, Series 2007-1, Class B, 5.04% (LIBOR03M+22bps),
1/27/42, Callable 7/25/29 @ 100 (b)
   

4,631

     

4,112

   
SLM Student Loan Trust, Series 2005-9, Class B, 5.12% (LIBOR03M+30bps),
1/25/41, Callable 10/25/30 @ 100 (b)
   

1,078

     

973

   
SLM Student Loan Trust, Series 2006-9, Class B, 5.05% (LIBOR03M+23bps),
1/25/41, Callable 7/25/33 @ 100 (b)
   

3,624

     

3,432

   
SLM Student Loan Trust, Series 2007-7, Class B, 5.57% (LIBOR03M+75bps),
10/27/70, Callable 7/25/24 @ 100 (b)
   

5,740

     

5,504

   
SLM Student Loan Trust, Series 2006-10, Class B, 5.04% (LIBOR03M+22bps),
3/25/44, Callable 4/25/32 @ 100 (b)
   

1,320

     

1,201

   
SLM Student Loan Trust, Series 2003-14, Class B, 5.37% (LIBOR03M+55bps),
10/25/65, Callable 4/25/29 @ 100 (b)
   

1,081

     

988

   
SLM Student Loan Trust, Series 2012-6, Class B, 5.51% (LIBOR01M+100bps),
4/27/43, Callable 10/25/29 @ 100 (b)
   

20,862

     

18,703

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26

 

$

10,417

   

$

10,367

   
Toyota Auto Loan Extended Note Trust, Series 2021-1A, Class A, 1.07%,
2/27/34, Callable 2/25/26 @ 100 (a) (c)
   

5,500

     

4,957

   
VB-S1 Issuer LLC — VBTEL, Series 2022-1A, Class D, 4.29%, 2/15/52, Callable
2/15/26 @ 100 (a)
   

938

     

845

   
VB-S1 Issuer LLC — VBTEL, Series 2022-1A, Class C2I, 3.16%, 2/15/52,
Callable 2/15/26 @ 100 (a)
   

4,000

     

3,614

   
WEPCO Environmental Trust Finance I LLC, Series 2021-1, Class A, 1.58%,
12/15/35
   

8,024

     

6,907

   
Westlake Automobile Receivables Trust, Series 2021-2A, Class B, 0.62%,
7/15/26, Callable 3/15/25 @ 100 (a)
   

6,500

     

6,323

   

Total Asset-Backed Securities (Cost $350,556)

   

330,345

   

Collateralized Mortgage Obligations (4.6%)

 

Aventura Mall Trust, Series 2018-AVM, Class D, 4.11%, 7/5/40 (a) (c)

   

4,000

     

3,382

   
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class B, 3.49%,
4/14/33, Callable 4/14/25 @ 100 (a)
   

9,027

     

8,432

   

BANK, Series 2019-BN24, Class ASB, 2.93%, 11/15/62, Callable 12/15/29 @ 100

   

7,123

     

6,625

   

BANK, Series 2017-BNK4, Class B, 4.00%, 5/15/50, Callable 4/15/27 @ 100

   

5,600

     

5,039

   
BBCMS Mortgage Trust, Series 2022-C16, Class AS, 4.60%, 6/15/55, Callable
6/15/32 @ 100 (c)
   

2,703

     

2,540

   

BPR Trust, Series 2021-TY, Class A, 5.51% (LIBOR01M+105bps), 9/15/38 (a) (b)

   

4,904

     

4,688

   

BPR Trust, Series 2022-OANA, Class D, 8.17% (TSFR1M+370bps), 4/15/37 (a) (b)

   

5,000

     

4,854

   

BPR Trust, Series 2021-TY, Class C, 6.16% (LIBOR01M+170bps), 9/15/38 (a) (b)

   

1,538

     

1,445

   

BPR Trust, Series 2022-STAR, Class A, 7.71% (TSFR1M+323bps), 8/15/24 (a) (b)

   

3,726

     

3,714

   

BPR Trust, Series 2022-OANA, Class B, 6.93% (TSFR1M+245bps), 4/15/37 (a) (b)

   

6,000

     

5,894

   
BX Commercial Mortgage Trust, Series 2019-XL, Class B, 5.67%
(LIBOR01M+108bps), 10/15/36 (a) (b)
   

5,246

     

5,195

   
BX Commercial Mortgage Trust, Series 2020-VIV4, Class A, 2.84%, 3/9/44,
Callable 3/9/30 @ 100 (a)
   

1,875

     

1,597

   
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 6.04%
(LIBOR01M+145bps), 10/15/36 (a) (b)
   

1,275

     

1,251

   
BX Commercial Mortgage Trust, Series 2022-CSMO, Class B, 7.62%
(TSFR1M+314bps), 6/15/27 (a) (b)
   

5,000

     

4,982

   

BX Trust, Series 2019-OC11, Class A, 3.20%, 12/9/41, Callable 12/9/29 @ 100 (a)

   

9,231

     

8,139

   

BX Trust, Series 2022-CLS, Class B, 6.30%, 10/13/27 (a)

   

4,000

     

3,969

   

BXP Trust, Series 2021-601L, Class C, 2.78%, 1/15/44 (a) (c)

   

6,500

     

4,763

   

BXP Trust, Series 2021-601L, Class D, 2.78%, 1/15/44 (a) (c)

   

3,500

     

2,279

   
Cantor Commercial Real Estate Lending, Series 2019-CF3, Class ASB, 2.94%,
1/15/53, Callable 12/15/29 @ 100
   

6,000

     

5,561

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class AS, 3.86%,
7/10/47, Callable 7/10/24 @ 100
   

4,000

     

3,870

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class C, 4.68%,
1/10/36 (a)
   

8,100

     

7,915

   
Citigroup Commercial Mortgage Trust, Series 2014-GC23, Class A3, 3.36%,
7/10/47, Callable 7/10/24 @ 100
   

5,531

     

5,385

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class A, 2.65%,
12/10/41 (a)
   

10,000

     

8,419

   
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50, Callable
6/10/25 @ 100 (c)
   

3,500

     

3,370

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

COMM Mortgage Trust, Series 2012-CR3, Class AM, 3.42%, 10/15/45 (a)

 

$

3,092

   

$

2,854

   
COMM Mortgage Trust, Series 2012-CR4, Class XA, 1.23%, 10/15/45, Callable
2/15/23 @ 100 (c) (d)
   

13,056

     

1

   
COMM Mortgage Trust, Series 2012-CR4, Class AM, 3.25%, 10/15/45, Callable
10/15/23 @ 100
   

8,600

     

7,924

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49, Callable
8/10/24 @ 100 (a) (c)
   

11,500

     

11,000

   
COMM Mortgage Trust, Series 2015-LC23, Class AM, 4.16%, 10/10/48, Callable
11/10/25 @ 100 (c)
   

6,300

     

5,930

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.29%, 7/10/50, Callable
6/10/25 @ 100 (c)
   

2,500

     

2,346

   
COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46, Callable
11/10/30 @ 100 (a)
   

3,500

     

2,858

   

CSMC Trust, Series 2020-WEST, Class A, 3.04%, 2/15/35, Callable 2/15/30 @ 100 (a)

   

2,500

     

2,010

   
DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36, Callable
8/10/26 @ 100 (a)
   

2,500

     

2,017

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

6,250

     

5,322

   
Extended Stay America Trust, Series 2021-ESH, Class B, 5.84%
(LIBOR01M+138bps), 7/15/38 (a) (b)
   

4,935

     

4,824

   
GS Mortgage Securities Corp. II, Series 2005-ROCK, Class X1, 0.21%,
5/3/32 (a) (c) (d)
   

190,667

     

1,053

   
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A, 2.86%,
5/10/34 (a)
   

2,000

     

1,904

   
GS Mortgage Securities Trust, Series 2020-GC45, Class A5, 2.91%, 2/13/53,
Callable 1/13/30 @ 100
   

4,231

     

3,778

   

Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)

   

2,730

     

2,539

   

Hudson Yards Mortgage Trust, Series 2019-55HY, Class A, 2.94%, 12/10/41 (a) (c)

   

2,000

     

1,749

   

ILPT Commercial Mortgage Trust, Series 2022-LPFX, Class A, 3.38%, 3/15/32 (a)

   

6,000

     

5,115

   
J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU,
Class B, 2.08%, 1/5/40 (a) (c)
   

2,500

     

1,976

   
JPMBB Commercial Mortgage Securities Trust, Series 2014-C18, Class AS, 4.44%,
2/15/47, Callable 1/15/29 @ 100 (c)
   

9,000

     

8,770

   
Magnetite XXXV Ltd., Series 2022-35A, Class A1, 6.71% (TSFR3M+205bps),
10/25/35, Callable 7/25/28 @ 100 (a) (b)
   

4,000

     

3,982

   

Manhattan West Mortgage Trust, Series 2020-1MW, Class C, 2.33%, 9/10/39 (a) (c)

   

1,000

     

850

   

Manhattan West Mortgage Trust, Series 2020-1MW, Class A, 2.13%, 9/10/39 (a)

   

8,000

     

7,014

   
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2013-C9,
Class AS, 3.46%, 5/15/46, Callable 4/15/23 @ 100
   

3,200

     

3,170

   
Morgan Stanley Capital Trust, Series 2015-MS1, Class AS, 4.02%, 5/15/48,
Callable 7/15/25 @ 100 (c)
   

7,000

     

6,646

   
Palmer Square Loan Funding Ltd., Series 2022-5A, Class A1, 6.22%
(TSFR3M+156bps), 1/15/31, Callable 10/15/23 @ 100 (a) (b)
   

2,894

     

2,882

   

SLG Office Trust, Series 2021-OVA, Class A, 2.59%, 7/15/41 (a)

   

5,200

     

4,339

   

SMRT, Series 2022-MINI, Class B, 5.83% (TSFR1M+135bps), 1/15/39 (a) (b)

   

6,500

     

6,336

   
WFRBS Commercial Mortgage Trust, Series 2012-C10, 3.24%, 12/15/45,
Callable 2/15/23 @ 100
   

1,467

     

1,405

   
WFRBS Commercial Mortgage Trust, Series 2013-C13, Class AS, 3.35%,
5/15/45, Callable 5/15/23 @ 100
   

5,000

     

4,968

   

Total Collateralized Mortgage Obligations (Cost $249,548)

   

228,870

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Preferred Stocks (1.0%)

 

Communication Services (0.2%):

 

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

   

360,000

   

$

7,416

   

Consumer Staples (0.1%):

 

CHS, Inc., cumulative redeemable, Series 1, 7.88% (e)

   

190,818

     

4,946

   

Financials (0.0%): (f)

 

Citigroup Capital XIII, 11.17% (LIBOR03M+637bps), 10/30/40 (b)

   

40,000

     

1,149

   

Real Estate (0.7%):

 

Equity Residential, cumulative redeemable, Series K, 8.29% (e)

   

111,611

     

5,861

   
Mid-America Apartment Communities, Inc., cumulative redeemable,
Series I, 8.50% (e)
   

219,731

     

12,386

   

Prologis, Inc., cumulative redeemable, Series Q, 8.54% (e)

   

283,503

     

16,298

   
     

34,545

   

Total Preferred Stocks (Cost $43,327)

   

48,056

   

Senior Secured Loans (0.1%)

 
CSC Holdings LLC, 2017 Term Loan, First Lien, 6.82% (LIBOR01M+225bps),
7/17/25 (b)
 

$

2,320

     

2,235

   

Total Senior Secured Loans (Cost $2,311)

   

2,235

   

Corporate Bonds (45.8%)

 

Communication Services (2.3%):

 
AT&T, Inc.
4.50%, 5/15/35, Callable 11/15/34 @ 100
   

3,000

     

2,851

   

3.10%, 2/1/43, Callable 8/1/42 @ 100

   

8,000

     

5,975

   
CCO Holdings LLC/CCO Holdings Capital Corp., 7.38%, 3/1/31, Callable
3/1/26 @ 103.69 (a)
   

5,125

     

3,121

   
Charter Communications Operating LLC/Charter Communications
Operating Capital
2.30%, 2/1/32, Callable 11/1/31 @ 100
   

2,500

     

1,918

   

6.38%, 10/23/35, Callable 4/23/35 @ 100

   

5,000

     

5,094

   

3.50%, 6/1/41, Callable 12/1/40 @ 100

   

10,000

     

7,003

   
Comcast Corp.
3.90%, 3/1/38, Callable 9/1/37 @ 100
   

3,000

     

2,745

   

2.89%, 11/1/51, Callable 5/1/51 @ 100

   

3,500

     

2,442

   

CSC Holdings LLC, 5.50%, 4/15/27, Callable 3/13/23 @ 102.75 (a)

   

3,000

     

2,641

   

Discovery Communications LLC, 3.95%, 3/20/28, Callable 12/20/27 @ 100

   

10,000

     

9,345

   

Fox Corp., 4.71%, 1/25/29, Callable 10/25/28 @ 100

   

4,000

     

3,953

   
Paramount Global
3.38%, 2/15/28, Callable 11/15/27 @ 100
   

3,111

     

2,860

   

4.20%, 6/1/29, Callable 3/1/29 @ 100

   

8,000

     

7,421

   

Rogers Communications, Inc., 4.50%, 3/15/42, Callable 9/15/41 @ 100 (a)

   

9,500

     

8,264

   
T-Mobile USA, Inc.
4.75%, 2/1/28, Callable 2/21/23 @ 102.38
   

2,857

     

2,838

   

3.88%, 4/15/30, Callable 1/15/30 @ 100

   

15,000

     

14,047

   

2.55%, 2/15/31, Callable 11/15/30 @ 100

   

10,000

     

8,496

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Verizon Communications, Inc.
2.10%, 3/22/28, Callable 1/22/28 @ 100
 

$

3,500

   

$

3,123

   

4.40%, 11/1/34, Callable 5/1/34 @ 100

   

3,500

     

3,348

   

3.40%, 3/22/41, Callable 9/22/40 @ 100

   

8,000

     

6,441

   

4.13%, 8/15/46

   

5,000

     

4,340

   

2.88%, 11/20/50, Callable 5/20/50 @ 100

   

3,000

     

2,041

   

Warnermedia Holdings, Inc., 5.05%, 3/15/42, Callable 9/15/41 @ 100 (a)

   

3,759

     

3,209

   
     

113,516

   

Consumer Discretionary (2.4%):

 

Advance Auto Parts, Inc., 3.50%, 3/15/32, Callable 12/15/31 @ 100

   

7,750

     

6,596

   

American Honda Finance Corp., 1.30%, 9/9/26

   

5,000

     

4,483

   
AutoNation, Inc.
2.40%, 8/1/31, Callable 5/1/31 @ 100
   

3,750

     

2,860

   

3.85%, 3/1/32, Callable 12/1/31 @ 100

   

4,500

     

3,807

   

BMW U.S. Capital LLC, 3.70%, 4/1/32, Callable 1/1/32 @ 100 (a) (g)

   

3,000

     

2,787

   

Brunswick Corp., 2.40%, 8/18/31, Callable 5/18/31 @ 100

   

6,500

     

4,919

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26,
Callable 1/15/26 @ 100 (a)
   

2,000

     

1,787

   

Genuine Parts Co., 2.75%, 2/1/32, Callable 11/1/31 @ 100

   

3,833

     

3,198

   
Hasbro, Inc.
3.55%, 11/19/26, Callable 9/19/26 @ 100
   

4,500

     

4,287

   

3.90%, 11/19/29, Callable 8/19/29 @ 100

   

7,500

     

6,855

   

Kohl's Corp., 3.63%, 5/1/31, Callable 2/1/31 @ 100

   

6,250

     

4,634

   
Marriott International, Inc.
4.63%, 6/15/30, Callable 3/15/30 @ 100
   

2,333

     

2,275

   

2.85%, 4/15/31, Callable 1/15/31 @ 100

   

8,000

     

6,831

   

3.50%, 10/15/32, Callable 7/15/32 @ 100

   

3,500

     

3,089

   

Mattel, Inc., 3.38%, 4/1/26, Callable 4/1/23 @ 101.69 (a)

   

500

     

468

   
Murphy Oil USA, Inc.
4.75%, 9/15/29, Callable 9/15/24 @ 102.38
   

2,000

     

1,833

   

3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

1,332

     

1,118

   
Nordstrom, Inc.
4.38%, 4/1/30, Callable 1/1/30 @ 100 (g)
   

2,000

     

1,606

   

4.25%, 8/1/31, Callable 5/1/31 @ 100 (g)

   

4,250

     

3,193

   

Novant Health, Inc., 2.64%, 11/1/36, Callable 8/1/36 @ 100

   

13,000

     

10,187

   

O'Reilly Automotive, Inc., 4.20%, 4/1/30, Callable 1/1/30 @ 100

   

5,000

     

4,834

   
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31,
Callable 1/6/31 @ 100 (a)
   

5,367

     

4,147

   

Smithsonian Institution, 2.65%, 9/1/39

   

2,000

     

1,563

   

Sodexo, Inc., 2.72%, 4/16/31, Callable 1/16/31 @ 100 (a)

   

10,750

     

8,940

   

Toll Brothers Finance Corp., 3.80%, 11/1/29, Callable 8/1/29 @ 100

   

2,863

     

2,567

   

Trustees of Tufts College, 3.10%, 8/15/51, Callable 2/15/51 @ 100 (g)

   

9,500

     

6,741

   

University of Notre Dame du Lac, 3.44%, 2/15/45

   

5,000

     

4,252

   

Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100

   

1,000

     

897

   
Volkswagen Group of America Finance LLC, 4.60%, 6/8/29,
Callable 4/8/29 @ 100 (a)
   

6,000

     

5,880

   

Warnermedia Holdings, Inc., 3.76%, 3/15/27, Callable 2/15/27 @ 100 (a)

   

5,000

     

4,685

   
     

121,319

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Consumer Staples (2.5%):

 
7-Eleven, Inc.
1.80%, 2/10/31, Callable 11/10/30 @ 100 (a)
 

$

6,500

   

$

5,179

   

2.80%, 2/10/51, Callable 8/2/50 @ 100 (a)

   

2,000

     

1,321

   

Altria Group, Inc., 2.45%, 2/4/32, Callable 11/4/31 @ 100

   

6,500

     

5,061

   
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc., 4.70%,
2/1/36, Callable 8/1/35 @ 100
   

10,000

     

9,915

   
Anheuser-Busch InBev Worldwide, Inc.
4.38%, 4/15/38, Callable 10/15/37 @ 100
   

6,500

     

6,175

   

3.75%, 7/15/42

   

5,000

     

4,289

   
BAT Capital Corp.
7.75%, 10/19/32, Callable 7/19/32 @ 100
   

2,000

     

2,232

   

4.39%, 8/15/37, Callable 2/15/37 @ 100

   

15,000

     

12,357

   

Bunge Ltd. Finance Corp., 2.75%, 5/14/31, Callable 2/14/31 @ 100

   

12,000

     

10,284

   
Cargill, Inc.
2.13%, 11/10/31, Callable 8/10/31 @ 100 (a)
   

6,000

     

4,924

   

5.13%, 10/11/32, Callable 7/11/32 @ 100 (a) (g)

   

3,500

     

3,645

   

Church & Dwight Co., Inc., 2.30%, 12/15/31, Callable 9/15/31 @ 100

   

3,750

     

3,137

   

Constellation Brands, Inc., 2.25%, 8/1/31, Callable 5/1/31 @ 100

   

13,645

     

11,249

   

General Mills, Inc., 4.55%, 4/17/38, Callable 10/17/37 @ 100

   

4,667

     

4,397

   
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc.
2.50%, 1/15/27, Callable 12/15/26 @ 100 (a)
   

6,500

     

5,798

   

5.75%, 4/1/33, Callable 1/1/33 @ 100 (a)

   

3,000

     

2,952

   

Keurig Dr Pepper, Inc., 4.50%, 4/15/52, Callable 10/15/51 @ 100

   

10,000

     

9,048

   

Kraft Heinz Foods Co., 5.00%, 6/4/42

   

6,000

     

5,777

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

2,000

     

1,715

   

1.85%, 2/15/31, Callable 11/15/30 @ 100

   

2,000

     

1,602

   

SC Johnson & Son, Inc., 4.35%, 9/30/44, Callable 3/30/44 @ 100 (a)

   

7,000

     

6,116

   

Smithfield Foods, Inc., 4.25%, 2/1/27, Callable 11/1/26 @ 100 (a)

   

5,000

     

4,676

   

Sysco Corp., 2.45%, 12/14/31, Callable 9/14/31 @ 100

   

5,000

     

4,191

   
     

126,040

   

Energy (3.4%):

 

Boardwalk Pipelines LP, 4.45%, 7/15/27, Callable 4/15/27 @ 100

   

8,000

     

7,796

   

Buckeye Partners LP, 5.60%, 10/15/44, Callable 4/15/44 @ 100

   

10,000

     

7,629

   

Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)

   

12,364

     

10,800

   

ConocoPhillips Co., 4.15%, 11/15/34, Callable 5/15/34 @ 100

   

4,500

     

4,156

   
DCP Midstream Operating LP, 5.85% (LIBOR03M+385bps), 5/21/43, Callable
5/21/23 @ 100 (a) (b) (g)
   

10,000

     

9,890

   
Energy Transfer LP
4.15%, 9/15/29, Callable 6/15/29 @ 100
   

6,000

     

5,635

   

7.83% (LIBOR03M+302bps), 11/1/66, Callable 3/13/23 @ 100 (b)

   

8,510

     

6,879

   
Enterprise TE Partners LP, 7.54% (LIBOR03M+278bps), 6/1/67, Callable
3/13/23 @ 100 (b)
   

3,000

     

2,562

   

EOG Resources, Inc., 3.90%, 4/1/35, Callable 10/1/34 @ 100

   

2,000

     

1,889

   
EQM Midstream Partners LP
4.00%, 8/1/24, Callable 5/1/24 @ 100
   

1,286

     

1,246

   

4.13%, 12/1/26, Callable 9/1/26 @ 100

   

8,000

     

7,263

   

EQT Corp., 7.00%, 2/1/30, Callable 11/1/29 @ 100

   

2,594

     

2,759

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Exxon Mobil Corp., 2.61%, 10/15/30, Callable 7/15/30 @ 100

 

$

4,750

   

$

4,283

   

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

   

6,500

     

5,522

   

Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (a)

   

5,333

     

4,802

   

HF Sinclair Corp., 4.50%, 10/1/30, Callable 7/1/30 @ 100

   

8,000

     

7,261

   
Hilcorp Energy I LP/Hilcorp Finance Co.
6.25%, 11/1/28, Callable 11/1/23 @ 103.13 (a)
   

4,000

     

3,840

   

6.00%, 2/1/31, Callable 2/1/26 @ 103 (a)

   

3,000

     

2,762

   

Marathon Petroleum Corp., 4.75%, 9/15/44, Callable 3/15/44 @ 100

   

5,000

     

4,485

   

Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

14,500

     

13,516

   

Murphy Oil Corp., 5.75%, 8/15/25, Callable 3/13/23 @ 101.44

   

2,770

     

2,760

   

Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100

   

5,067

     

4,907

   

Occidental Petroleum Corp., 4.40%, 8/15/49, Callable 2/15/49 @ 100

   

5,000

     

4,010

   

Phillips 66, 4.65%, 11/15/34, Callable 5/15/34 @ 100

   

1,000

     

987

   

Pioneer Natural Resources Co., 1.90%, 8/15/30, Callable 5/15/30 @ 100

   

5,000

     

4,100

   
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/29,
Callable 9/15/29 @ 100
   

13,750

     

12,367

   
Rockies Express Pipeline LLC
4.95%, 7/15/29, Callable 4/15/29 @ 100 (a)
   

6,500

     

5,878

   

4.80%, 5/15/30, Callable 2/15/30 @ 100 (a)

   

3,000

     

2,686

   

Sabal Trail Transmission LLC, 4.68%, 5/1/38, Callable 11/1/37 @ 100 (a)

   

5,000

     

4,762

   

Southwestern Energy Co., 5.70%, 1/23/25, Callable 10/23/24 @ 100

   

2,000

     

1,984

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

3,500

     

3,430

   
TransCanada PipeLines Ltd., 6.82% (LIBOR03M+221bps), 5/15/67,
Callable 3/13/23 @ 100 (b) (g)
   

10,124

     

8,317

   
     

171,163

   

Financials (12.5%):

 

Ally Financial, Inc., 7.10%, 11/15/27, Callable 10/15/27 @ 100 (g)

   

2,222

     

2,345

   

American Express Co., 4.99% (SOFR+226bps), 5/26/33, Callable 2/26/32 @ 100 (b)

   

6,000

     

5,945

   

American International Group, Inc., 3.88%, 1/15/35, Callable 7/15/34 @ 100

   

7,000

     

6,460

   

AmTrust Financial Services, Inc., 6.13%, 8/15/23

   

10,000

     

9,972

   

Assurant, Inc., 4.90%, 3/27/28, Callable 12/27/27 @ 100 (g)

   

5,000

     

4,928

   

Athene Holding Ltd., 3.50%, 1/15/31, Callable 10/15/30 @ 100

   

9,000

     

7,686

   

Banc of California, Inc., 5.25%, 4/15/25, Callable 1/15/25 @ 100

   

10,000

     

9,876

   
Bank of America Corp.
4.20%, 8/26/24, MTN
   

5,000

     

4,947

   

1.53% (SOFR+65bps), 12/6/25, Callable 12/6/24 @ 100, MTN (b)

   

4,000

     

3,736

   

2.57% (SOFR+121bps), 10/20/32, Callable 10/20/31 @ 100 (b)

   

2,500

     

2,070

   

3.85% (H15T5Y+200bps), 3/8/37, Callable 3/8/32 @ 100 (b)

   

2,500

     

2,182

   

4.38% (H15T5Y+276bps), 12/31/99, Callable 1/27/27 @ 100 (b) (e)

   

3,500

     

3,184

   

BankUnited, Inc., 4.88%, 11/17/25, Callable 8/17/25 @ 100

   

10,000

     

9,916

   

Blackstone Private Credit Fund, 2.63%, 12/15/26, Callable 11/15/26 @ 100

   

10,248

     

8,816

   

BMW U.S. Capital LLC, 4.15%, 4/9/30, Callable 1/9/30 @ 100 (a)

   

7,000

     

6,814

   

Brown & Brown, Inc., 4.20%, 3/17/32, Callable 12/17/31 @ 100

   

5,000

     

4,578

   
Cadence Bank, 4.13% (LIBOR03M+247bps), 11/20/29, Callable
11/20/24 @ 100 (b) (g)
   

3,000

     

2,863

   
Capital One Financial Corp.
3.75%, 3/9/27, Callable 2/9/27 @ 100
   

7,500

     

7,218

   

5.82%, 2/1/34, Callable 2/1/33 @ 100

   

3,500

     

3,530

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Citizens Financial Group, Inc.
2.64%, 9/30/32, Callable 7/2/32 @ 100
 

$

5,500

   

$

4,307

   

5.64% (H15T5Y+275bps), 5/21/37, Callable 5/21/32 @ 100 (b)

   

5,000

     

4,823

   
Compeer Financial FLCA/Compeer Financial PCA, 3.38% (SOFR+197bps),
6/1/36, Callable 6/1/31 @ 100 (a) (b)
   

4,000

     

3,147

   

Credit Acceptance Corp., 6.63%, 3/15/26, Callable 2/21/23 @ 103.31 (g)

   

4,875

     

4,460

   

Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100

   

3,500

     

3,379

   
Cullen/Frost Capital Trust II, 6.31% (LIBOR03M+155bps), 3/1/34, Callable
3/13/23 @ 100 (b)
   

10,000

     

8,788

   

Equitable Holdings, Inc., 4.35%, 4/20/28, Callable 1/20/28 @ 100

   

2,000

     

1,951

   

F&G Global Funding, 2.00%, 9/20/28 (a)

   

7,250

     

6,153

   

Fells Point Funding Trust, 3.05%, 1/31/27, Callable 12/31/26 @ 100 (a)

   

6,500

     

6,048

   

Fifth Third Bancorp, 4.34% (SOFR+166bps), 4/25/33, Callable 4/25/32 @ 100 (b)

   

5,218

     

4,966

   

Fifth Third Bank NA, 3.85%, 3/15/26, Callable 2/15/26 @ 100

   

5,000

     

4,828

   

First American Financial Corp., 2.40%, 8/15/31, Callable 5/15/31 @ 100

   

9,225

     

7,178

   
First Citizens BancShares, Inc., 3.37% (SOFR+247bps), 3/15/30, Callable
3/15/25 @ 100 (b)
   

12,097

     

11,461

   

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

   

8,000

     

8,096

   
First-Citizens Bank & Trust Co., 4.13% (H15T5Y+237bps), 11/13/29,
Callable 11/13/24 @ 100 (b)
   

14,000

     

13,200

   
Ford Motor Credit Co. LLC
4.06%, 11/1/24, Callable 10/1/24 @ 100
   

5,000

     

4,848

   

4.54%, 8/1/26, Callable 6/1/26 @ 100

   

3,400

     

3,230

   

Fulton Financial Corp., 3.25% (SOFR+230bps), 3/15/30, Callable 3/15/25 @ 100 (b)

   

2,932

     

2,794

   

GA Global Funding Trust, 1.63%, 1/15/26 (a)

   

2,250

     

2,032

   

Global Atlantic Fin Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)

   

10,000

     

8,670

   
Huntington Bancshares, Inc., 2.49% (H15T5Y+117bps), 8/15/36, Callable
8/15/31 @ 100 (b)
   

15,676

     

11,860

   
Huntington Capital Trust I, 5.53% (US0003M+70bps), 2/1/27, Callable
3/13/23 @ 100 (b)
   

2,300

     

2,156

   

ILFC E-Capital Trust I, 6.29%, 12/21/65, Callable 3/13/23 @ 100 (a)

   

10,000

     

6,436

   
JPMorgan Chase & Co.
4.60% (SOFR+313bps), Callable 2/1/25 @ 100 (b) (e)
   

5,000

     

4,689

   

2.95%, 10/1/26, Callable 7/1/26 @ 100

   

5,000

     

4,762

   

5.31% (LIBOR03M+50bps), 2/1/27, Callable 3/13/23 @ 100 (b)

   

4,000

     

3,709

   

4.32% (SOFR+156bps), 4/26/28, Callable 4/26/27 @ 100 (b)

   

5,000

     

4,891

   

1.95% (SOFR+1bps), 2/4/32, Callable 2/4/31 @ 100 (b)

   

10,000

     

8,036

   
KeyBank NA
3.40%, 5/20/26, MTN
   

2,500

     

2,377

   

3.90%, 4/13/29

   

3,000

     

2,775

   
KeyCorp.
2.25%, 4/6/27, MTN
   

2,000

     

1,828

   

4.79% (SOFR+206bps), 6/1/33, Callable 6/1/32 @ 100, MTN (b)

   

3,784

     

3,710

   
Level 3 Financing, Inc.
3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (a)
   

9,500

     

6,953

   

3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)

   

19,000

     

15,393

   
Lincoln National Corp., 7.01% (LIBOR03M+236bps), 5/17/66, Callable
8/11/26 @ 100 (b)
   

7,500

     

6,001

   

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

   

5,000

     

4,575

   

Main Street Capital Corp., 3.00%, 7/14/26, Callable 6/14/26 @ 100

   

4,000

     

3,524

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Manufacturers & Traders Trust Co., 3.40%, 8/17/27

 

$

4,380

   

$

4,112

   

Mercury General Corp., 4.40%, 3/15/27, Callable 12/15/26 @ 100

   

5,000

     

4,827

   

MetLife, Inc., 4.13%, 8/13/42

   

10,000

     

9,085

   
Morgan Stanley
2.51% (SOFR+120bps), 10/20/32, Callable 10/20/31 @ 100, MTN (b)
   

7,000

     

5,784

   

2.48% (SOFR+136bps), 9/16/36, Callable 9/16/31 @ 100 (b)

   

8,000

     

6,191

   
National Rural Utilities Cooperative Finance Corp., 4.75% (LIBOR03M+291bps),
4/30/43, Callable 4/30/23 @ 100 (b)
   

9,500

     

9,155

   
Nationwide Mutual Insurance Co., 7.06% (LIBOR03M+229bps), 12/15/24,
Callable 3/13/23 @ 100 (a) (b)
   

20,000

     

20,114

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

7,000

     

6,902

   

Northern Trust Corp., 6.13%, 11/2/32, Callable 8/2/32 @ 100

   

3,500

     

3,846

   
OWL Rock Core Income Corp.
5.50%, 3/21/25 (a)
   

1,500

     

1,464

   

3.13%, 9/23/26, Callable 8/23/26 @ 100

   

500

     

437

   

4.70%, 2/8/27, Callable 1/8/27 @ 100

   

4,500

     

4,102

   

7.75%, 9/16/27, Callable 8/16/27 @ 100 (a)

   

1,818

     

1,831

   

Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (a)

   

10,000

     

9,665

   

PNC Bank NA, 2.70%, 10/22/29

   

6,000

     

5,262

   
PPL Capital Funding, Inc., 7.39% (LIBOR03M+267bps), 3/30/67, Callable
3/13/23 @ 100 (b)
   

6,130

     

5,388

   

Primerica, Inc., 2.80%, 11/19/31, Callable 8/19/31 @ 100

   

4,000

     

3,395

   
Prudential Financial, Inc.
5.63% (LIBOR03M+392bps), 6/15/43, Callable 6/15/23 @ 100 (b)
   

19,000

     

18,890

   

3.94%, 12/7/49, Callable 6/7/49 @ 100

   

2,500

     

2,130

   

6.00% (H15T5Y+323bps), 9/1/52, Callable 6/1/32 @ 100 (b)

   

6,000

     

5,973

   

Raymond James Financial, Inc., 4.95%, 7/15/46

   

4,000

     

3,856

   

Regions Bank, 6.45%, 6/26/37

   

7,409

     

7,999

   
Regions Financial Corp., 5.75% (H15T5Y+543bps), Callable
6/15/25 @ 100 (b) (e) (g)
   

3,989

     

3,956

   

Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100

   

5,818

     

5,660

   

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

   

6,000

     

5,654

   

Stellantis Finance U.S., Inc., 2.69%, 9/15/31, Callable 6/15/31 @ 100 (a)

   

13,800

     

11,118

   

Stewart Information Services Corp., 3.60%, 11/15/31, Callable 8/15/31 @ 100

   

8,500

     

6,740

   

Synchrony Bank, 5.63%, 8/23/27, Callable 7/23/27 @ 100

   

4,500

     

4,480

   

Synovus Bank, 4.00% (H15T5Y+363bps), 10/29/30, Callable 10/29/25 @ 100 (b)

   

4,500

     

4,095

   
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29, Callable
2/7/24 @ 100 (b)
   

10,000

     

9,905

   
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31, Callable
5/6/26 @ 100 (b)
   

2,450

     

2,227

   

Texas Capital Bank NA, 5.25%, 1/31/26 (g)

   

9,335

     

9,043

   

The Allstate Corp., 5.75% (LIBOR03M+294bps), 8/15/53, Callable 8/15/23 @ 100 (b)

   

5,000

     

4,923

   
The Bank of New York Mellon Corp.
4.70% (H15T5Y+436bps), Callable 9/20/25 @ 100 (b) (e)
   

3,250

     

3,180

   

3.75% (H15T5Y+263bps), Callable 12/20/26 @ 100 (b) (e)

   

7,000

     

6,080

   
The Charles Schwab Corp., 5.38% (H15T5Y+497bps), Callable
6/1/25 @ 100 (b) (e) (g)
   

5,000

     

4,978

   
The Hartford Financial Services Group, Inc., 6.73% (LIBOR03M+213bps),
2/12/47, Callable 3/13/23 @ 100 (a) (b) (g)
   

14,000

     

11,968

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
The PNC Financial Services Group, Inc., 4.63% (SOFR+185bps), 6/6/33,
Callable 6/6/32 @ 100 (b)
 

$

2,500

   

$

2,409

   

TIAA FSB Holdings, Inc., 5.75%, 7/2/25, Callable 6/2/25 @ 100

   

10,000

     

9,823

   

Truist Bank, 2.25%, 3/11/30, Callable 12/11/29 @ 100

   

2,450

     

2,061

   
Truist Financial Corp., 1.89% (SOFR+63bps), 6/7/29, MTN, Callable
6/7/28 @ 100 (b)
   

5,000

     

4,322

   

UMB Financial Corp., 3.70% (H15T5Y+344bps), 9/17/30, Callable 9/17/25 @ 100 (b)

   

7,125

     

6,548

   

W R Berkley Corp., 3.55%, 3/30/52, Callable 9/30/51 @ 100

   

5,588

     

4,180

   
Webster Financial Corp.
4.38%, 2/15/24, Callable 1/16/24 @ 100
   

6,285

     

6,163

   

4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)

   

5,750

     

5,388

   

Wells Fargo & Co., 3.00%, 10/23/26

   

10,000

     

9,434

   

West Loop, 6.63% (LIBOR03M+187bps), 12/1/27, Callable 3/1/23 @ 100 (b)

   

10,417

     

10,410

   

Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100

   

10,000

     

8,488

   
     

618,741

   

Health Care (4.0%):

 
AbbVie, Inc.
4.55%, 3/15/35, Callable 9/15/34 @ 100
   

4,000

     

3,928

   

4.25%, 11/21/49, Callable 5/21/49 @ 100

   

2,500

     

2,239

   
Amgen, Inc.
3.00%, 1/15/52, Callable 7/15/51 @ 100
   

4,500

     

3,111

   

4.20%, 2/22/52, Callable 8/22/51 @ 100

   

3,500

     

2,995

   

Baxter International, Inc., 3.13%, 12/1/51, Callable 6/1/51 @ 100

   

10,000

     

6,873

   

Bio-Rad Laboratories, Inc., 3.30%, 3/15/27, Callable 2/15/27 @ 100

   

3,500

     

3,312

   

Bon Secours Charity Health System, Inc., 5.25%, 11/1/25

   

3,000

     

2,904

   

Bon Secours Mercy Health, Inc., 3.38%, 11/1/25

   

8,000

     

7,685

   

Centene Corp., 2.50%, 3/1/31, Callable 12/1/30 @ 100

   

4,000

     

3,274

   

Cigna Corp., 3.40%, 3/1/27, Callable 12/1/26 @ 100

   

5,000

     

4,787

   

Community Health Network, Inc., 4.24%, 5/1/25

   

5,000

     

4,859

   
CVS Health Corp.
4.30%, 3/25/28, Callable 12/25/27 @ 100
   

3,000

     

2,950

   

1.75%, 8/21/30, Callable 5/21/30 @ 100

   

6,966

     

5,634

   
CVS Pass-Through Trust
6.04%, 12/10/28
   

4,024

     

4,071

   

5.93%, 1/10/34 (a)

   

3,284

     

3,304

   

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

   

15,750

     

13,948

   

Eastern Maine Healthcare Systems, 5.02%, 7/1/36

   

17,000

     

16,386

   

Elevance Health, Inc., 2.55%, 3/15/31, Callable 12/15/30 @ 100

   

8,000

     

6,916

   
Fresenius Medical Care U.S. Finance III, Inc., 2.38%, 2/16/31, Callable
11/16/30 @ 100 (a)
   

13,000

     

9,910

   
HCA, Inc.
4.38%, 3/15/42, Callable 9/15/41 @ 100 (a)
   

2,156

     

1,834

   

5.50%, 6/15/47, Callable 12/15/46 @ 100

   

2,000

     

1,906

   

Illumina, Inc., 2.55%, 3/23/31, Callable 12/23/30 @ 100

   

15,000

     

12,444

   

Northwell Healthcare, Inc., 3.39%, 11/1/27, Callable 8/1/27 @ 100

   

3,900

     

3,623

   

NYU Langone Hospitals, 4.17%, 7/1/37

   

6,500

     

5,955

   

Orlando Health Obligated Group, 2.89%, 10/1/35

   

1,660

     

1,335

   
PerkinElmer, Inc.
2.55%, 3/15/31, Callable 12/15/30 @ 100
   

8,500

     

7,091

   

2.25%, 9/15/31, Callable 6/15/31 @ 100

   

4,500

     

3,645

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Piedmont Healthcare, Inc., 2.72%, 1/1/42, Callable 7/1/41 @ 100

 

$

5,000

   

$

3,631

   

Roche Holdings, Inc., 1.93%, 12/13/28, Callable 10/13/28 @ 100 (a)

   

8,000

     

7,069

   
Royalty Pharma PLC
2.20%, 9/2/30, Callable 6/2/30 @ 100
   

10,167

     

8,297

   

2.15%, 9/2/31, Callable 6/2/31 @ 100

   

8,500

     

6,764

   
Southern Illinois Healthcare Enterprises, Inc., 3.97%, 5/15/50, Callable
11/15/49 @ 100
   

9,000

     

7,289

   

Tenet Healthcare Corp., 6.13%, 6/15/30, Callable 6/15/25 @ 103.06 (a)

   

1,500

     

1,457

   

Trinity Health Corp., 2.63%, 12/1/40, Callable 6/1/40 @ 100

   

3,000

     

2,221

   

Universal Health Services, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100

   

9,827

     

7,942

   

Utah Acquisition Sub, Inc., 3.95%, 6/15/26, Callable 3/15/26 @ 100

   

5,000

     

4,765

   

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

   

4,000

     

3,528

   
     

199,882

   

Industrials (7.2%):

 

Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100

   

10,000

     

8,017

   

Air Lease Corp., 2.88%, 1/15/32, Callable 10/15/31 @ 100

   

4,750

     

3,907

   
American Airlines Pass Through Trust
3.70%, 10/1/26
   

5,757

     

5,091

   

4.00%, 9/22/27

   

6,921

     

5,779

   

4.00%, 2/15/29

   

3,669

     

3,063

   

3.60%, 10/15/29

   

7,564

     

6,344

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.50%, 4/20/26 (a)

   

1,923

     

1,886

   
Ashtead Capital, Inc.
4.00%, 5/1/28, Callable 5/1/23 @ 102 (a)
   

2,500

     

2,349

   

4.25%, 11/1/29, Callable 11/1/24 @ 102.13 (a)

   

3,937

     

3,671

   

2.45%, 8/12/31, Callable 5/12/31 @ 100 (a)

   

6,000

     

4,841

   

5.50%, 8/11/32, Callable 5/11/32 @ 100 (a)

   

3,750

     

3,778

   
BNSF Funding Trust I, 6.61% (LIBOR03M+235bps), 12/15/55, Callable
1/15/26 @ 100 (b)
   

8,325

     

8,076

   
British Airways Pass Through Trust
3.35%, 6/15/29 (a)
   

5,094

     

4,429

   

3.80%, 9/20/31 (a) (g)

   

2,955

     

2,722

   

Builders FirstSource, Inc., 6.38%, 6/15/32, Callable 6/15/27 @ 103.19 (a)

   

2,500

     

2,448

   
Burlington Northern Santa Fe LLC
3.65%, 9/1/25, Callable 6/1/25 @ 100
   

7,000

     

6,850

   

3.90%, 8/1/46, Callable 2/1/46 @ 100

   

5,000

     

4,340

   

Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100

   

7,927

     

6,850

   

Carrier Global Corp., 3.38%, 4/5/40, Callable 10/5/39 @ 100

   

9,500

     

7,647

   

Continental Airlines Pass Through Trust, 4.00%, 10/29/24

   

2,760

     

2,651

   

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

   

10,354

     

8,742

   

Daimler Truck Finance North America LLC, 2.38%, 12/14/28 (a)

   

5,600

     

4,884

   

Delta Air Lines Pass Through Trust, 3.88%, 7/30/27

   

6,060

     

5,586

   

Delta Air Lines, Inc./SkyMiles IP Ltd., 4.75%, 10/20/28 (a)

   

2,000

     

1,945

   
FedEx Corp.
3.90%, 2/1/35
   

2,000

     

1,801

   

4.05%, 2/15/48, Callable 8/15/47 @ 100

   

6,500

     

5,329

   

Fluor Corp., 4.25%, 9/15/28, Callable 6/15/28 @ 100 (g)

   

8,000

     

7,464

   

Fortune Brands Innovations, Inc., 4.00%, 3/25/32, Callable 12/25/31 @ 100

   

5,500

     

4,986

   
General Electric Co., 8.10% (LIBOR03M+333bps), 12/31/99, Callable
3/15/23 @ 100 (b) (e)
   

11,842

     

11,800

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

GXO Logistics, Inc., 2.65%, 7/15/31, Callable 4/15/31 @ 100

 

$

13,000

   

$

10,185

   

Hawaiian Airlines Pass Through Certificates, 3.90%, 1/15/26

   

9,249

     

8,140

   
Hillenbrand, Inc.
5.00%, 9/15/26, Callable 7/15/26 @ 100
   

10,000

     

9,727

   

3.75%, 3/1/31, Callable 3/1/26 @ 101.88

   

3,150

     

2,655

   

Howmet Aerospace, Inc., 3.00%, 1/15/29, Callable 11/15/28 @ 100

   

8,500

     

7,417

   
Hubbell, Inc.
3.50%, 2/15/28, Callable 11/15/27 @ 100
   

1,500

     

1,422

   

2.30%, 3/15/31, Callable 12/15/30 @ 100

   

8,500

     

7,023

   

IDEX Corp., 3.00%, 5/1/30, Callable 2/1/30 @ 100

   

3,500

     

3,119

   

JetBlue Pass Through Trust, 2.95%, 5/15/28

   

8,448

     

7,130

   

Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100

   

5,295

     

5,121

   

Leidos, Inc., 2.30%, 2/15/31, Callable 11/15/30 @ 100

   

15,000

     

12,102

   
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35, Callable
9/1/35 @ 100
   

3,935

     

3,515

   

Molex Electronic Technologies LLC, 3.90%, 4/15/25, Callable 1/15/25 @ 100 (a)

   

10,000

     

9,600

   

Otis Worldwide Corp., 3.11%, 2/15/40, Callable 8/15/39 @ 100

   

7,000

     

5,497

   
Penske Truck Leasing Co. LP/PTL Finance Corp., 4.00%, 7/15/25, Callable
6/15/25 @ 100 (a)
   

5,000

     

4,830

   

Pentair Finance Sarl, 5.90%, 7/15/32, Callable 4/15/32 @ 100

   

7,500

     

7,762

   

Quanta Services, Inc., 2.35%, 1/15/32, Callable 10/15/31 @ 100

   

5,250

     

4,199

   

Raytheon Technologies Corp., 4.20%, 12/15/44, Callable 6/15/44 @ 100

   

10,000

     

8,556

   

Regal Rexnord Corp., 6.40%, 4/15/33, Callable 1/15/33 @ 100 (a)

   

1,465

     

1,500

   

Ryder System, Inc., 3.35%, 9/1/25, MTN, Callable 8/1/25 @ 100

   

5,000

     

4,778

   
Spirit Airlines Pass Through Trust
4.45%, 4/1/24
   

1,784

     

1,716

   

4.10%, 4/1/28

   

9,173

     

8,366

   

3.38%, 2/15/30

   

7,538

     

6,403

   
The Boeing Co.
3.25%, 2/1/28, Callable 12/1/27 @ 100
   

4,000

     

3,774

   

3.63%, 2/1/31, Callable 11/1/30 @ 100

   

4,000

     

3,665

   

5.71%, 5/1/40, Callable 11/1/39 @ 100

   

15,000

     

15,353

   

5.81%, 5/1/50, Callable 11/1/49 @ 100

   

4,500

     

4,596

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

7,000

     

6,197

   

The Timken Co., 4.13%, 4/1/32, Callable 1/1/32 @ 100

   

6,400

     

5,910

   
TOTE Maritime Alaska LLC (NBGA — United States Government),
6.37%, 4/15/28
   

5,175

     

5,282

   

TTX Co., 3.60%, 1/15/25 (a)

   

7,000

     

6,798

   
U.S. Airways Pass Through Trust
6.25%, 4/22/23
   

1,288

     

1,280

   

3.95%, 11/15/25

   

4,438

     

4,127

   
Union Pacific Corp.
3.38%, 2/1/35, Callable 8/1/34 @ 100
   

2,000

     

1,781

   

4.25%, 4/15/43, Callable 10/15/42 @ 100

   

5,000

     

4,465

   
United Airlines Pass Through Trust
4.30%, 8/15/25
   

3,016

     

2,869

   

2.90%, 5/1/28

   

4,394

     

3,694

   
     

357,830

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Information Technology (2.7%):

 

Amphenol Corp., 2.20%, 9/15/31, Callable 6/15/31 @ 100

 

$

8,875

   

$

7,334

   
Broadcom, Inc.
4.00%, 4/15/29, Callable 2/15/29 @ 100 (a)
   

2,000

     

1,872

   

2.45%, 2/15/31, Callable 11/15/30 @ 100 (a)

   

8,500

     

6,981

   

2.60%, 2/15/33, Callable 11/15/32 @ 100 (a)

   

10,000

     

7,861

   

4.93%, 5/15/37, Callable 2/15/37 @ 100 (a)

   

2,000

     

1,836

   
Dell International LLC/EMC Corp.
5.75%, 2/1/33, Callable 11/1/32 @ 100 (g)
   

700

     

700

   

3.38%, 12/15/41, Callable 6/15/41 @ 100 (a)

   

9,500

     

6,834

   
Global Payments, Inc.
2.90%, 11/15/31, Callable 8/15/31 @ 100
   

6,500

     

5,420

   

5.40%, 8/15/32, Callable 5/15/32 @ 100

   

1,750

     

1,757

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

10,000

     

8,861

   

5.50%, 1/15/33, Callable 10/15/32 @ 100

   

3,000

     

2,947

   

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

   

4,776

     

4,107

   

Marvell Technology, Inc., 2.45%, 4/15/28, Callable 2/15/28 @ 100

   

5,950

     

5,216

   
Microsoft Corp.
3.45%, 8/8/36, Callable 2/8/36 @ 100
   

5,000

     

4,636

   

2.53%, 6/1/50, Callable 12/1/49 @ 100

   

2,000

     

1,426

   
Motorola Solutions, Inc.
2.75%, 5/24/31, Callable 2/24/31 @ 100
   

10,000

     

8,297

   

5.60%, 6/1/32, Callable 3/1/32 @ 100

   

4,000

     

4,066

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

7,000

     

6,163

   

3.85%, 7/15/36, Callable 1/15/36 @ 100

   

9,250

     

7,977

   

3.60%, 4/1/50, Callable 10/1/49 @ 100

   

4,750

     

3,497

   

Qorvo, Inc., 3.38%, 4/1/31, Callable 4/1/26 @ 101.69 (a)

   

15,985

     

13,250

   

Skyworks Solutions, Inc., 3.00%, 6/1/31, Callable 3/1/31 @ 100

   

8,800

     

7,251

   

TSMC Arizona Corp., 2.50%, 10/25/31, Callable 7/25/31 @ 100

   

9,000

     

7,703

   

Western Digital Corp., 3.10%, 2/1/32, Callable 11/1/31 @ 100

   

7,750

     

5,951

   

Workday, Inc., 3.70%, 4/1/29, Callable 2/1/29 @ 100

   

3,000

     

2,830

   
     

134,773

   

Materials (2.7%):

 

Albemarle Corp., 4.65%, 6/1/27, Callable 5/1/27 @ 100

   

6,000

     

5,968

   

AptarGroup, Inc., 3.60%, 3/15/32, Callable 12/15/31 @ 100

   

7,071

     

6,182

   

Avery Dennison Corp., 2.25%, 2/15/32, Callable 11/15/31 @ 100

   

11,500

     

9,193

   

Ball Corp., 3.13%, 9/15/31, Callable 6/15/31 @ 100

   

8,500

     

6,967

   

Bayport Polymers LLC, 4.74%, 4/14/27, Callable 3/14/27 @ 100 (a)

   

6,000

     

5,664

   

Celanese U.S. Holdings LLC, 6.33%, 7/15/29, Callable 5/15/29 @ 100

   

2,564

     

2,604

   

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

   

4,000

     

3,583

   
Commercial Metals Co.
3.88%, 2/15/31, Callable 2/15/26 @ 101.94
   

4,500

     

3,915

   

4.38%, 3/15/32, Callable 3/15/27 @ 102.19

   

2,500

     

2,199

   

Eagle Materials, Inc., 2.50%, 7/1/31, Callable 4/1/31 @ 100

   

11,601

     

9,479

   
Ecolab, Inc.
2.13%, 8/15/50, Callable 2/15/50 @ 100
   

5,000

     

3,047

   

2.70%, 12/15/51, Callable 6/15/51 @ 100

   

500

     

339

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Freeport-McMoRan, Inc.
4.38%, 8/1/28, Callable 8/1/23 @ 102.19
 

$

3,500

   

$

3,345

   

4.63%, 8/1/30, Callable 8/1/25 @ 102.31

   

2,000

     

1,921

   
Glencore Funding LLC
1.63%, 4/27/26, Callable 3/27/26 @ 100 (a)
   

1,500

     

1,352

   

2.50%, 9/1/30, Callable 6/1/30 @ 100 (a) (g)

   

6,500

     

5,510

   
LYB International Finance III LLC
3.38%, 10/1/40, Callable 4/1/40 @ 100
   

1,500

     

1,153

   

4.20%, 5/1/50, Callable 11/1/49 @ 100

   

2,500

     

2,028

   

Martin Marietta Materials, Inc., 2.40%, 7/15/31, Callable 4/15/31 @ 100

   

5,000

     

4,165

   
Monsanto Co.
3.38%, 7/15/24, Callable 4/15/24 @ 100
   

5,000

     

4,823

   

3.95%, 4/15/45, Callable 10/15/44 @ 100

   

5,000

     

3,508

   

NewMarket Corp., 2.70%, 3/18/31, Callable 12/18/30 @ 100

   

7,500

     

6,208

   

Packaging Corp. of America, 3.05%, 10/1/51, Callable 4/1/51 @ 100

   

10,875

     

7,626

   

Reliance Steel & Aluminum Co., 2.15%, 8/15/30, Callable 5/15/30 @ 100

   

9,937

     

8,232

   
The Dow Chemical Co.
6.30%, 3/15/33, Callable 12/15/32 @ 100 (g)
   

4,000

     

4,409

   

4.25%, 10/1/34, Callable 4/1/34 @ 100

   

4,750

     

4,453

   

Vulcan Materials Co., 3.50%, 6/1/30, Callable 3/1/30 @ 100

   

5,000

     

4,569

   

Worthington Industries, Inc., 4.30%, 8/1/32, Callable 5/1/32 @ 100

   

5,890

     

5,288

   

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

   

6,000

     

5,092

   
     

132,822

   

Real Estate (1.7%):

 

Alexander Funding Trust, 1.84%, 11/15/23 (a)

   

6,000

     

5,786

   

Alexandria Real Estate Equities, Inc., 1.88%, 2/1/33, Callable 11/1/32 @ 100

   

4,000

     

3,096

   
AvalonBay Communities, Inc.
3.20%, 1/15/28, Callable 10/15/27 @ 100, MTN
   

2,679

     

2,523

   

2.45%, 1/15/31, Callable 10/17/30 @ 100, MTN

   

2,000

     

1,728

   
Boston Properties LP
2.55%, 4/1/32, Callable 1/1/32 @ 100
   

4,000

     

3,161

   

2.45%, 10/1/33, Callable 7/1/33 @ 100

   

5,000

     

3,805

   
Crown Castle, Inc.
2.25%, 1/15/31, Callable 10/15/30 @ 100
   

1,250

     

1,043

   

2.90%, 4/1/41, Callable 10/1/40 @ 100

   

5,000

     

3,667

   

ERP Operating LP, 2.85%, 11/1/26, Callable 8/1/26 @ 100

   

9,000

     

8,466

   

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

   

5,000

     

4,127

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

4,000

     

3,542

   

3.25%, 1/15/32, Callable 10/15/31 @ 100

   

3,617

     

3,011

   
Host Hotels & Resorts LP
3.38%, 12/15/29, Callable 9/15/29 @ 100
   

3,500

     

3,047

   

3.50%, 9/15/30, Callable 6/15/30 @ 100

   

4,150

     

3,560

   
Hudson Pacific Properties LP
3.95%, 11/1/27, Callable 8/1/27 @ 100
   

5,000

     

4,392

   

4.65%, 4/1/29, Callable 1/1/29 @ 100

   

1,979

     

1,720

   

3.25%, 1/15/30, Callable 10/15/29 @ 100

   

9,629

     

7,497

   

Kilroy Realty LP, 2.65%, 11/15/33, Callable 8/15/33 @ 100

   

8,500

     

6,140

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Physicians Realty LP, 4.30%, 3/15/27, Callable 12/15/26 @ 100

 

$

5,000

   

$

4,843

   

SBA Tower Trust, 6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)

   

1,158

     

1,206

   

VICI Properties LP, 5.13%, 5/15/32, Callable 2/15/32 @ 100

   

8,000

     

7,700

   
     

84,060

   

Utilities (4.4%):

 

AEP Texas, Inc., 4.70%, 5/15/32, Callable 2/15/32 @ 100

   

6,000

     

5,979

   

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

   

3,000

     

2,553

   
Ameren Corp.
1.75%, 3/15/28, Callable 1/15/28 @ 100
   

5,600

     

4,890

   

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

   

4,250

     

3,902

   

Atmos Energy Corp., 4.13%, 10/15/44, Callable 4/15/44 @ 100

   

10,000

     

8,795

   

Berkshire Hathaway Energy Co., 4.50%, 2/1/45, Callable 8/1/44 @ 100

   

12,000

     

11,192

   

Black Hills Corp., 3.88%, 10/15/49, Callable 4/15/49 @ 100

   

10,000

     

7,676

   

CenterPoint Energy, Inc., 2.65%, 6/1/31, Callable 3/1/31 @ 100

   

8,500

     

7,284

   

Delmarva Power & Light Co., 4.15%, 5/15/45, Callable 11/15/44 @ 100

   

5,000

     

4,393

   

Dominion Energy South Carolina, Inc., 4.10%, 6/15/46, Callable 12/15/45 @ 100

   

5,000

     

4,105

   

Duke Energy Carolinas LLC, 3.88%, 3/15/46, Callable 9/15/45 @ 100

   

5,000

     

4,210

   

Duke Energy Indiana LLC, 3.75%, 5/15/46, Callable 11/15/45 @ 100

   

5,000

     

4,101

   

Duke Energy Progress LLC, 4.15%, 12/1/44, Callable 6/1/44 @ 100

   

7,000

     

6,219

   

Duquesne Light Holdings, Inc., 2.78%, 1/7/32, Callable 10/7/31 @ 100 (a)

   

3,967

     

3,228

   

Entergy Louisiana LLC, 4.95%, 1/15/45, Callable 1/15/25 @ 100

   

7,000

     

6,613

   

Entergy Mississippi LLC, 3.25%, 12/1/27, Callable 9/1/27 @ 100

   

5,000

     

4,657

   
Entergy Texas, Inc.
3.45%, 12/1/27, Callable 9/1/27 @ 100
   

8,000

     

7,559

   

3.55%, 9/30/49, Callable 3/30/49 @ 100

   

5,000

     

3,930

   
Florida Power & Light Co.
3.15%, 10/1/49, Callable 4/1/49 @ 100
   

8,750

     

6,790

   

2.88%, 12/4/51, Callable 6/4/51 @ 100

   

4,500

     

3,274

   

Gulf Power Co., 3.30%, 5/30/27, Callable 2/28/27 @ 100

   

5,000

     

4,793

   

IPALCO Enterprises, Inc., 4.25%, 5/1/30, Callable 2/1/30 @ 100

   

5,475

     

5,069

   
ITC Holdings Corp.
4.95%, 9/22/27, Callable 8/22/27 @ 100 (a)
   

4,000

     

4,051

   

3.35%, 11/15/27, Callable 8/15/27 @ 100

   

2,000

     

1,896

   
MidAmerican Energy Co.
3.15%, 4/15/50, Callable 10/15/49 @ 100
   

7,000

     

5,379

   

2.70%, 8/1/52, Callable 2/1/52 @ 100

   

2,500

     

1,744

   

Mississippi Power Co., 4.25%, 3/15/42

   

3,168

     

2,745

   

NRG Energy, Inc., 4.45%, 6/15/29, Callable 3/15/29 @ 100 (a)

   

2,907

     

2,669

   

Oglethorpe Power Corp., 4.50%, 4/1/47, Callable 10/1/46 @ 100 (a)

   

3,750

     

3,211

   

Oncor Electric Delivery Co. LLC, 3.75%, 4/1/45, Callable 10/1/44 @ 100

   

5,000

     

4,292

   

PECO Energy Co., 3.00%, 9/15/49, Callable 3/15/49 @ 100

   

7,000

     

5,131

   

Potomac Electric Power Co., 4.15%, 3/15/43, Callable 9/15/42 @ 100

   

5,000

     

4,538

   

Public Service Co. of Colorado, 2.70%, 1/15/51, Callable 7/15/50 @ 100

   

7,000

     

4,874

   

Public Service Electric & Gas Co., 3.80%, 3/1/46, MTN, Callable 9/1/45 @ 100

   

8,000

     

6,845

   

Rayburn Country Securitization LLC, 2.31%, 12/1/30 (a)

   

5,732

     

5,202

   

South Jersey Industries, Inc., 5.02%, 4/15/31

   

9,000

     

7,167

   

Southwestern Public Service Co., 3.15%, 5/1/50, Callable 11/1/49 @ 100

   

10,000

     

7,460

   

The AES Corp., 2.45%, 1/15/31, Callable 10/15/30 @ 100

   

9,000

     

7,447

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Tri-State Generation & Transmission Association, Inc.
4.70%, 11/1/44, Callable 5/1/44 @ 100
 

$

5,000

   

$

4,093

   

4.25%, 6/1/46, Callable 12/1/45 @ 100

   

10,000

     

7,800

   
WEC Energy Group, Inc., 6.72% (US0003M+211bps), 5/15/67, Callable
3/13/23 @ 100 (b)
   

13,000

     

11,092

   
     

218,848

   

Total Corporate Bonds (Cost $2,537,642)

   

2,278,994

   

Yankee Dollars (11.6%)

 

Communication Services (0.2%):

 

British Telecommunications PLC, 3.25%, 11/8/29, Callable 8/8/29 @ 100 (a)

   

7,000

     

6,252

   

Rogers Communications, Inc., 3.20%, 3/15/27, Callable 2/15/27 @ 100 (a)

   

5,000

     

4,705

   
     

10,957

   

Consumer Discretionary (0.9%):

 

Ascot Group Ltd., 4.25%, 12/15/30, Callable 12/15/25 @ 100 (a)

   

7,802

     

6,821

   

Bacardi Ltd., 4.70%, 5/15/28, Callable 2/15/28 @ 100 (a)

   

22,000

     

21,545

   

GENM Capital Labuan Ltd., 3.88%, 4/19/31, Callable 1/19/31 @ 100 (a)

   

8,500

     

7,008

   
International Game Technology PLC, 5.25%, 1/15/29, Callable
1/15/24 @ 102.63 (a)
   

5,500

     

5,274

   

Nemak SAB de CV, 3.63%, 6/28/31, Callable 3/28/31 @ 100 (a)

   

7,192

     

5,786

   
     

46,434

   

Consumer Staples (0.4%):

 

Alimentation Couche-Tard, Inc., 2.95%, 1/25/30, Callable 10/25/29 @ 100 (a)

   

9,333

     

8,160

   
Imperial Brands Finance PLC
4.25%, 7/21/25, Callable 4/21/25 @ 100 (a)
   

5,000

     

4,872

   

3.88%, 7/26/29, Callable 4/26/29 @ 100 (a)

   

5,000

     

4,424

   
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., 3.00%, 2/2/29,
Callable 12/2/28 @ 100 (a)
   

3,250

     

2,801

   
     

20,257

   

Energy (0.9%):

 

Aker BP ASA, 4.00%, 1/15/31, Callable 10/15/30 @ 100 (a)

   

9,250

     

8,438

   
BP Capital Markets PLC
4.88% (H15T5Y+440bps), Callable 3/22/30 @ 100 (b) (e)
   

4,000

     

3,736

   

4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (b) (e)

   

9,500

     

9,214

   

Korea National Oil Corp., 2.63%, 4/18/32 (a)

   

6,000

     

5,042

   
Petroleos Mexicanos
5.95%, 1/28/31, Callable 10/28/30 @ 100
   

6,667

     

5,334

   

6.70%, 2/16/32, Callable 11/16/31 @ 100

   

1,500

     

1,246

   

Shell International Finance BV, 3.63%, 8/21/42

   

7,000

     

6,033

   

Var Energi ASA, 8.00%, 11/15/32, Callable 8/15/32 @ 100 (a)

   

3,750

     

4,107

   
     

43,150

   

Financials (6.0%):

 
ABN AMRO Bank NV
4.75%, 7/28/25 (a)
   

6,000

     

5,893

   

4.80%, 4/18/26 (a)

   

8,000

     

7,807

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

ANZ Bank New Zealand Ltd., 5.55%, 8/11/32, Callable 8/11/27 @ 100 (a) (g)

 

$

4,167

   

$

4,162

   
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero
Santand, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (a) (b)
   

1,000

     

1,000

   

Bank of Montreal, 3.09% (H15T5Y+140bps), 1/10/37, Callable 1/10/32 @ 100 (b)

   

6,500

     

5,280

   

Bank of New Zealand, 1.00%, 3/3/26 (a)

   

10,400

     

9,275

   
Barclays PLC
7.38% (H15T1Y+330bps), 11/2/28, Callable 11/2/27 @ 100 (b)
   

5,000

     

5,416

   

5.75% (H15T1Y+300bps), 8/9/33, Callable 8/9/32 @ 100 (b)

   

5,000

     

5,043

   
BNP Paribas SA
4.38%, 5/12/26 (a)
   

5,500

     

5,375

   

4.63%, 3/13/27 (a)

   

4,500

     

4,390

   
BPCE SA
3.50%, 10/23/27 (a)
   

5,000

     

4,628

   

3.25%, 1/11/28 (a)

   

6,000

     

5,540

   

Brookfield Finance, Inc., 4.85%, 3/29/29, Callable 12/29/28 @ 100

   

7,000

     

6,971

   

Canadian Imperial Bank of Commerce, 7.26%, 4/10/32 (a) (g)

   

2,276

     

2,634

   
Commonwealth Bank of Australia
2.69%, 3/11/31 (a)
   

9,000

     

7,250

   

3.78%, 3/14/32 (a)

   

3,000

     

2,586

   
Cooperatieve Rabobank UA, 4.00% (USSW5+189bps), 4/10/29, MTN, Callable
4/10/24 @ 100 (b)
   

5,000

     

4,826

   

Credit Agricole SA, 4.13%, 1/10/27 (a)

   

15,000

     

14,562

   
Credit Suisse Group AG
4.55%, 4/17/26
   

5,000

     

4,614

   

3.87% (US0003M+141bps), 1/12/29, Callable 1/12/28 @ 100 (a) (b)

   

4,445

     

3,790

   

6.54% (SOFR+392bps), 8/12/33, Callable 8/12/32 @ 100 (a) (b)

   

1,608

     

1,550

   

9.02% (SOFR+502bps), 11/15/33, Callable 11/15/32 @ 100 (a) (b)

   

750

     

843

   
Deutsche Bank AG
4.88% (USISDA05+255bps), 12/1/32, Callable 12/1/27 @ 100 (b)
   

10,000

     

8,945

   

3.74% (SOFR+226bps), 1/7/33, Callable 10/7/31 @ 100 (b)

   

5,000

     

3,953

   

HSBC Holdings PLC, 2.21% (SOFR+129bps), 8/17/29, Callable 8/17/28 @ 100 (b)

   

8,500

     

7,200

   

ING Groep NV, 3.95%, 3/29/27

   

14,100

     

13,634

   
Lloyds Banking Group PLC
3.75%, 1/11/27
   

9,000

     

8,579

   

3.57% (LIBOR03M+121bps), 11/7/28, Callable 11/7/27 @ 100 (b)

   

5,000

     

4,675

   

7.95% (H15T1Y+375bps), 11/15/33, Callable 8/15/32 @ 100 (b)

   

2,121

     

2,423

   
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36, Callable
3/3/31 @ 100 (a) (b)
   

8,750

     

6,808

   
Macquarie Group Ltd., 4.10% (SOFR+213bps), 6/21/28, Callable
6/21/27 @ 100 (a) (b)
   

5,000

     

4,783

   
Mitsubishi UFJ Financial Group, Inc., 5.02% (H15T1Y+195bps), 7/20/28,
Callable 7/20/27 @ 100 (b)
   

5,000

     

5,006

   
Mizuho Financial Group, Inc.
3.17%, 9/11/27
   

5,000

     

4,676

   

2.56%, 9/13/31

   

5,000

     

4,015

   

2.17% (H15T1Y+87bps), 5/22/32, Callable 5/22/31 @ 100 (b)

   

5,000

     

3,975

   

Nationwide Building Society, 4.00%, 9/14/26 (a)

   

7,058

     

6,616

   
NatWest Group PLC
4.80%, 4/5/26
   

5,000

     

4,985

   

5.08% (LIBOR03M+191bps), 1/27/30, Callable 1/27/29 @ 100 (b)

   

6,000

     

5,914

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Nomura Holdings, Inc., 5.61%, 7/6/29 (g)

 

$

5,000

   

$

5,083

   

Phoenix Group Holdings PLC, 5.38%, 7/6/27, MTN

   

3,750

     

3,650

   
Port of Newcastle Investments Financing Pty Ltd., 5.90%, 11/24/31, Callable
8/24/31 @ 100 (a) (g)
   

6,000

     

5,212

   
Santander UK Group Holdings PLC, 2.90% (SOFR+148bps), 3/15/32, Callable
3/15/31 @ 100 (b)
   

3,000

     

2,447

   
Societe Generale SA
1.49% (H15T1Y+1bps), 12/14/26, Callable 12/14/25 @ 100 (a) (b)
   

8,500

     

7,580

   

6.22% (H15T1Y+320bps), 6/15/33, Callable 6/15/32 @ 100 (a) (b)

   

9,000

     

8,939

   
Standard Chartered PLC
7.77% (H15T1Y+345bps), 11/16/28, Callable 11/16/27 @ 100 (a) (b)
   

2,500

     

2,763

   

4.87% (LIBOR03M+197bps), 3/15/33, Callable 3/15/28 @ 100 (a) (b) (g)

   

7,500

     

6,900

   

Sumitomo Mitsui Financial Group, Inc., 2.22%, 9/17/31 (g)

   

8,500

     

6,925

   
The Bank of Nova Scotia
4.50%, 12/16/25
   

6,000

     

5,940

   

1.30%, 9/15/26

   

7,000

     

6,209

   
The Toronto-Dominion Bank
2.00%, 9/10/31
   

8,500

     

6,935

   

3.62% (USSW5+221bps), 9/15/31, Callable 9/15/26 @ 100 (b)

   

10,000

     

9,440

   
Washington Aircraft 1 Co. DAC, Title XI (NBGA — United States Government),
2.64%, 9/15/26
   

2,323

     

2,313

   
Westpac Banking Corp.
4.32% (USISDA05+224bps), 11/23/31, Callable 11/23/26 @ 100 (b)
   

5,000

     

4,799

   

2.67% (H15T5Y+2bps), 11/15/35, Callable 11/15/30 @ 100 (b)

   

4,000

     

3,137

   

3.02% (H15T5Y+153bps), 11/18/36, Callable 11/18/31 @ 100 (b)

   

2,000

     

1,566

   
     

299,460

   

Health Care (0.5%):

 

Olympus Corp., 2.14%, 12/8/26, Callable 11/8/26 @ 100 (a)

   

3,939

     

3,548

   

Smith & Nephew PLC, 2.03%, 10/14/30, Callable 7/14/30 @ 100

   

10,240

     

8,362

   
STERIS Irish FinCo Unlimited Co.
2.70%, 3/15/31, Callable 12/15/30 @ 100
   

3,000

     

2,567

   

3.75%, 3/15/51, Callable 9/15/50 @ 100

   

8,000

     

6,272

   

Teva Pharmaceutical Finance Netherlands III BV, 3.15%, 10/1/26

   

5,000

     

4,484

   
     

25,233

   

Industrials (1.5%):

 
Air Canada Pass Through Trust
4.13%, 5/15/25 (a)
   

14,563

     

13,478

   

3.60%, 3/15/27 (a)

   

6,707

     

6,104

   

3.75%, 12/15/27 (a)

   

4,119

     

3,644

   

BAE Systems PLC, 3.40%, 4/15/30, Callable 1/15/30 @ 100 (a)

   

3,500

     

3,215

   

Canadian National Railway Co., 2.75%, 3/1/26, Callable 12/1/25 @ 100

   

7,000

     

6,671

   

Canadian Pacific Railway Co., 2.45%, 12/2/31, Callable 9/2/31 @ 100

   

4,167

     

3,598

   

CK Hutchison International 17 II Ltd., 3.25%, 9/29/27 (a)

   

7,000

     

6,613

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

6,000

     

5,273

   

4.65%, 4/20/32, Callable 1/20/32 @ 100 (a)

   

3,000

     

2,853

   

Rolls-Royce PLC, 3.63%, 10/14/25, Callable 7/14/25 @ 100 (a)

   

5,000

     

4,666

   

Siemens Financieringsmaatschappij NV, 3.40%, 3/16/27 (a)

   

6,000

     

5,765

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (a)

 

$

7,000

   

$

6,643

   

Turkish Airlines Pass Through Trust, 4.20%, 3/15/27 (a)

   

5,541

     

4,821

   
     

73,344

   

Information Technology (0.2%):

 
NXP BV/NXP Funding LLC/NXP USA, Inc., 2.65%, 2/15/32, Callable
11/15/31 @ 100
   

7,000

     

5,733

   

Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)

   

1,765

     

1,809

   
     

7,542

   

Materials (0.7%):

 

Anglo American Capital PLC, 4.00%, 9/11/27 (a)

   

6,667

     

6,424

   
ArcelorMittal SA
6.80%, 11/29/32, Callable 8/29/32 @ 100
   

3,250

     

3,418

   

7.00%, 10/15/39

   

4,000

     

4,311

   

Braskem Netherlands Finance BV, 4.50%, 1/31/30 (a)

   

13,000

     

11,459

   

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

   

7,235

     

6,161

   

Teck Resources Ltd., 6.13%, 10/1/35

   

5,000

     

5,230

   
     

37,003

   

Real Estate (0.1%):

 
Ontario Teachers' Cadillac Fairview Properties Trust, 2.50%, 10/15/31,
Callable 7/15/31 @ 100 (a)
   

3,000

     

2,348

   

Utilities (0.2%):

 

Enel Chile SA, 4.88%, 6/12/28, Callable 3/12/28 @ 100

   

5,000

     

4,939

   
Enel Finance International NV
2.25%, 7/12/31, Callable 4/12/31 @ 100 (a)
   

5,000

     

3,891

   

7.50%, 10/14/32, Callable 7/14/32 @ 100 (a)

   

3,000

     

3,370

   
     

12,200

   

Total Yankee Dollars (Cost $630,383)

   

577,928

   

Municipal Bonds (8.0%)

 

Arizona (0.1%):

 
City of Phoenix Civic Improvement Corp. Revenue
1.16%, 7/1/26
   

910

     

818

   

1.59%, 7/1/29

   

1,000

     

843

   

1.84%, 7/1/31, Continuously Callable @100

   

2,000

     

1,642

   
     

3,303

   

California (0.6%):

 
City of El Cajon Revenue
Series A, 2.09%, 4/1/29
   

425

     

364

   

Series A, 2.19%, 4/1/30

   

425

     

357

   

Series A, 2.29%, 4/1/31, Continuously Callable @100

   

550

     

454

   
City of Riverside Revenue
Series A, 2.49%, 6/1/26
   

1,800

     

1,687

   

Series A, 2.64%, 6/1/27

   

1,400

     

1,294

   

San Jose Financing Authority Revenue, 1.71%, 6/1/28

   

2,000

     

1,694

   

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
San Jose Redevelopment Agency Successor Agency Tax Allocation,
Series A-T, 3.13%, 8/1/28, Continuously Callable @100
 

$

10,000

   

$

9,385

   
San Marcos Redevelopment Agency Successor Agency Tax Allocation
Series B, 4.02%, 10/1/25
   

5,250

     

5,130

   

Series B, 4.47%, 10/1/29

   

6,500

     

6,310

   
Vista Redevelopment Agency Successor Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.), Series A, 4.13%, 9/1/30, Continuously
Callable @100
   

2,590

     

2,463

   
     

29,138

   

Colorado (0.3%):

 
City & County of Denver Co. Airport System Revenue
Series C, 2.14%, 11/15/29
   

4,500

     

3,871

   

Series C, 2.24%, 11/15/30

   

5,000

     

4,237

   

County of El Paso Revenue, 4.47%, 10/1/35

   

5,000

     

4,699

   
     

12,807

   

Connecticut (0.5%):

 

City of Bridgeport, GO, Series A, 4.08%, 8/15/29, Continuously Callable @100

   

7,380

     

7,157

   

City of New Haven, GO, Series B, 4.68%, 8/1/31, Continuously Callable @100

   

10,000

     

9,883

   
State of Connecticut, GO
Series A, 2.35%, 7/1/26
   

2,415

     

2,266

   

Series A, 3.43%, 4/15/28

   

1,500

     

1,438

   

Series A, 2.55%, 7/1/28

   

2,000

     

1,830

   

Town of Hamden, GO, 4.93%, 8/15/30, Continuously Callable @100

   

3,845

     

3,654

   
     

26,228

   

Florida (0.7%):

 
County of Broward Florida Airport System Revenue, Series C, 2.91%, 10/1/32,
Continuously Callable @100
   

9,500

     

8,175

   
County of Miami-Dade Aviation Revenue, Series B, 3.38%, 10/1/30, Continuously
Callable @100
   

2,500

     

2,288

   
County of Miami-Dade Seaport Department Revenue, Series B-3, 2.34%, 10/1/33,
Continuously Callable @100
   

3,300

     

2,570

   
Florida Development Finance Corp. Revenue, Series B, 3.22%, 2/1/32,
Continuously Callable @100
   

4,080

     

3,526

   

Hillsborough County IDA Revenue, 3.58%, 8/1/35, Continuously Callable @100

   

13,500

     

11,915

   
Hillsborough County School Board Certificate of Participation,
Series B, 1.92%, 7/1/25
   

4,250

     

3,991

   
St. Johns County IDA Revenue (INS — Assured Guaranty Municipal Corp.),
Series B, 2.54%, 10/1/30, Continuously Callable @100
   

2,500

     

2,102

   
     

34,567

   

Georgia (0.3%):

 
Athens Housing Authority Revenue
2.54%, 12/1/27
   

3,405

     

3,116

   

2.59%, 12/1/28

   

4,585

     

4,124

   
Atlanta & Fulton County Recreation Authority Revenue
3.80%, 12/15/37
   

2,000

     

1,781

   

4.00%, 12/15/46

   

1,500

     

1,292

   

See notes to financial statements.

 


24


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
City of Atlanta GA Water & Wastewater Revenue, 2.26%, 11/1/35, Continuously
Callable @100
 

$

2,500

   

$

2,041

   

Savannah Hospital Authority Revenue, Series B, 3.99%, 7/1/38

   

5,000

     

3,986

   
     

16,340

   

Hawaii (0.2%):

 

State of Hawaii Airports System Revenue, Series E, 1.81%, 7/1/27

   

1,370

     

1,196

   
State of Hawaii Department of Business Economic Development & Tourism
Revenue, Series A-2, 3.24%, 1/1/31
   

10,725

     

10,115

   
     

11,311

   

Idaho (0.1%):

 
Idaho State Building Authority Revenue
Series A, 3.78%, 9/1/30, Continuously Callable @100
   

2,500

     

2,370

   

Series A, 3.93%, 9/1/31, Continuously Callable @100

   

2,120

     

2,016

   

Series A, 3.98%, 9/1/32, Continuously Callable @100

   

2,000

     

1,894

   
     

6,280

   

Illinois (0.4%):

 

Chicago O'hare International Airport Revenue, Series D, 2.17%, 1/1/28

   

3,000

     

2,676

   

City of Chicago Wastewater Transmission Revenue, 5.84%, 1/1/35

   

6,500

     

6,886

   
Illinois Finance Authority Revenue
3.55%, 8/15/29
   

2,025

     

1,855

   

3.60%, 8/15/30

   

3,000

     

2,732

   
State of Illinois Sales Tax Revenue
Series B, 2.51%, 6/15/32, Continuously Callable @100
   

2,000

     

1,612

   

Series B, 2.66%, 6/15/33, Continuously Callable @100

   

1,500

     

1,201

   
Winnebago & Boone Counties School District No. 205 Rockford, GO,
3.80%, 12/1/26, Continuously Callable @100
   

4,500

     

4,375

   
     

21,337

   

Indiana (0.2%):

 
Indiana Finance Authority Revenue
Series A, 3.62%, 7/1/36
   

1,500

     

1,319

   

Series C, 4.36%, 7/15/29

   

4,955

     

4,949

   

Series C, 4.53%, 7/15/31

   

4,260

     

4,270

   
     

10,538

   

Kansas (0.0%): (f)

 
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series B, 1.66%, 9/1/27
   

2,000

     

1,775

   

Louisiana (0.2%):

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue
1.55%, 2/1/27
   

2,005

     

1,791

   

Series A, 4.48%, 8/1/39

   

3,775

     

3,670

   

Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30

   

3,500

     

2,865

   
     

8,326

   

See notes to financial statements.

 


25


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Maryland (0.4%):

 
Maryland Economic Development Corp. Revenue
Series B, 4.05%, 6/1/27
 

$

2,290

   

$

2,170

   

Series B, 4.15%, 6/1/28

   

2,390

     

2,243

   

Series B, 4.25%, 6/1/29

   

2,495

     

2,321

   

Series B, 4.35%, 6/1/30

   

1,325

     

1,227

   

Series B, 4.40%, 6/1/31

   

1,385

     

1,274

   
Maryland Stadium Authority Revenue
Series C, 2.33%, 5/1/34
   

3,010

     

2,388

   

Series C, 2.36%, 5/1/35

   

3,050

     

2,382

   

Series C, 2.81%, 5/1/40

   

7,000

     

5,489

   
     

19,494

   

Massachusetts (0.1%):

 
Massachusetts School Building Authority Revenue, Series B, 2.97%, 10/15/32,
Continuously Callable @100
   

6,500

     

5,697

   

Michigan (0.2%):

 

Michigan Finance Authority Revenue, 3.08%, 12/1/34

   

13,000

     

11,270

   

Missouri (0.1%):

 
The Curators of the University of Missouri, 2.01%, 11/1/27, Continuously
Callable @100
   

3,000

     

2,695

   

New Jersey (0.6%):

 
City of Atlantic, GO
Series A, 4.23%, 9/1/25
   

2,525

     

2,455

   

Series A, 4.29%, 9/1/26

   

2,415

     

2,333

   
New Jersey Economic Development Authority Revenue
Series C, 5.71%, 6/15/30
   

2,500

     

2,542

   

Series NNN, 3.77%, 6/15/31

   

10,000

     

9,088

   

New Jersey Educational Facilities Authority Revenue, Series E, 4.02%, 7/1/39

   

3,000

     

2,417

   

New Jersey Transportation Trust Fund Authority Revenue, 4.08%, 6/15/39

   

3,845

     

3,404

   
New Jersey Transportation Trust Fund Authority Revenue, Build America Bond,
Series C, 5.75%, 12/15/28
   

1,810

     

1,855

   

Rutgers The State University of New Jersey Revenue, Series S, 1.91%, 5/1/31

   

2,750

     

2,211

   

South Jersey Transportation Authority Revenue, Series B, 2.38%, 11/1/27

   

1,030

     

910

   
     

27,215

   

New York (0.5%):

 
Long Island Power Authority Revenue
Series B, 3.98%, 9/1/25
   

2,500

     

2,443

   

Series B, 4.13%, 9/1/26

   

2,500

     

2,434

   
New York State Dormitory Authority Revenue
Series A, 2.46%, 7/1/32
   

9,250

     

7,658

   

Series A, 2.51%, 7/1/33

   

5,000

     

4,079

   

Series B, 2.83%, 7/1/31

   

5,000

     

4,346

   
New York State Urban Development Corp. Revenue
1.88%, 3/15/30
   

2,600

     

2,182

   

2.03%, 3/15/31, Continuously Callable @100

   

3,500

     

2,902

   
     

26,044

   

See notes to financial statements.

 


26


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Ohio (0.1%):

 
Cleveland Department of Public Utilities Division of Public Power Revenue,
5.50%, 11/15/38, Pre-refunded 11/15/24 @ 100
 

$

5,000

   

$

5,074

   

Oklahoma (0.2%):

 

Oklahoma Development Finance Authority Revenue, Series C, 5.45%, 8/15/28

   

9,750

     

7,999

   
The University of Oklahoma Revenue
Series C, 2.15%, 7/1/30
   

750

     

625

   

Series C, 2.30%, 7/1/31, Continuously Callable @100

   

1,000

     

823

   
     

9,447

   

Pennsylvania (0.9%):

 

City of Pittsburgh, GO, Series B, 1.19%, 9/1/26

   

4,000

     

3,586

   

Commonwealth Financing Authority Revenue, Series A, 3.86%, 6/1/38

   

5,045

     

4,622

   
Pennsylvania Economic Development Financing Authority Revenue,
Series B, 3.20%, 11/15/27
   

1,375

     

1,276

   

Pennsylvania Higher Educational Facilities Authority Revenue, 3.73%, 7/15/43

   

3,000

     

2,236

   

Pennsylvania IDA Revenue, 3.56%, 7/1/24 (a)

   

3,743

     

3,686

   
Public Parking Authority of Pittsburgh Revenue
2.33%, 12/1/29
   

895

     

764

   

2.58%, 12/1/31, Continuously Callable @100

   

825

     

691

   
Scranton School District, GO
Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (h)
   

2,800

     

2,743

   

Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (h)

   

1,410

     

1,381

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.)
3.05%, 4/1/29
   

800

     

733

   

3.10%, 4/1/30

   

950

     

861

   

3.15%, 4/1/31

   

250

     

224

   
State Public School Building Authority Revenue
3.05%, 4/1/28
   

2,000

     

1,844

   

3.15%, 4/1/30

   

6,460

     

5,751

   
State Public School Building Authority Revenue (INS — Build America Mutual
Assurance Co.), Series B-1, 4.08%, 12/1/23
   

1,300

     

1,287

   

The School District of Philadelphia, GO, 5.06%, 9/1/42

   

10,000

     

9,202

   
University of Pittsburgh-of the Commonwealth System of Higher Education
Revenue
Series C, 2.53%, 9/15/31
   

2,000

     

1,735

   

Series C, 2.58%, 9/15/32

   

1,000

     

856

   

Series C, 2.63%, 9/15/33

   

2,000

     

1,693

   
     

45,171

   

Tennessee (0.3%):

 
Jackson Energy Authority Revenue
3.05%, 4/1/23
   

2,745

     

2,737

   

Series E, 3.20%, 4/1/24, Continuously Callable @100

   

3,915

     

3,850

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue, Series B, 4.05%, 7/1/26, Continuously Callable @100
   

8,000

     

7,734

   
     

14,321

   

See notes to financial statements.

 


27


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Texas (0.8%):

 
Central Texas Regional Mobility Authority Revenue
Series C, 1.74%, 1/1/26
 

$

1,000

   

$

930

   

Series C, 1.84%, 1/1/27

   

1,000

     

908

   

Series C, 2.09%, 1/1/28

   

1,000

     

893

   
City of Corpus Christi TX Utility System Revenue
Series B, 1.49%, 7/15/27
   

2,000

     

1,771

   

Series B, 1.71%, 7/15/28

   

2,220

     

1,931

   

City of Houston TX Combined Utility System Revenue, Series D, 1.62%, 11/15/30

   

2,250

     

1,833

   

County of Bexar Revenue, 2.53%, 8/15/34, Continuously Callable @100

   

2,800

     

2,197

   
Dallas Fort Worth International Airport Revenue
Series C, 1.65%, 11/1/26
   

1,500

     

1,358

   

Series C, 1.95%, 11/1/28

   

1,000

     

870

   

Series C, 2.05%, 11/1/29

   

1,250

     

1,075

   

Series C, 2.10%, 11/1/30

   

1,000

     

838

   
Harris County Cultural Education Facilities Finance Corp. Revenue
3.34%, 11/15/37
   

2,000

     

1,690

   

Series B, 2.17%, 5/15/23

   

1,000

     

991

   

Series B, 2.57%, 5/15/26

   

1,000

     

927

   

Series D, 2.28%, 7/1/34

   

6,785

     

5,125

   
McLennan County Public Facility Corp. Revenue, 3.90%, 6/1/29, Continuously
Callable @100
   

2,000

     

1,920

   

Port of Corpus Christi Authority of Nueces County Revenue, 3.49%, 12/1/25

   

1,000

     

971

   
San Antonio Education Facilities Corp. Revenue
2.38%, 4/1/28
   

1,500

     

1,276

   

2.65%, 4/1/30

   

1,150

     

939

   

2.73%, 4/1/31

   

750

     

601

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
2.08%, 9/1/28
   

600

     

522

   

2.57%, 9/1/32, Continuously Callable @100

   

1,000

     

820

   

2.69%, 9/1/33, Continuously Callable @100

   

1,000

     

813

   
Texas Public Finance Authority Revenue
1.62%, 2/1/31
   

2,000

     

1,616

   

1.78%, 2/1/32, Continuously Callable @100

   

1,500

     

1,196

   

Texas Tech University System Revenue, 1.55%, 2/15/28

   

2,000

     

1,745

   
Waco Educational Finance Corp. Revenue
1.53%, 3/1/27
   

1,340

     

1,193

   

1.69%, 3/1/28

   

1,500

     

1,305

   

2.06%, 3/1/31, Continuously Callable @100

   

1,500

     

1,228

   
     

39,482

   

Washington (0.1%):

 
Washington State University Revenue
Series A, 2.24%, 10/1/28
   

1,800

     

1,573

   

Series A, 2.31%, 10/1/29

   

5,915

     

5,068

   
     

6,641

   

Wisconsin (0.1%):

 

Public Finance Authority Revenue, Series WI, 3.63%, 6/1/51

   

6,575

     

4,420

   

Total Municipal Bonds (Cost $447,216)

   

398,921

   

See notes to financial statements.

 


28


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

U.S. Government Agency Mortgages (3.2%)

 
Federal Home Loan Mortgage Corp.
Series K045, Class A2, 3.02%, 1/25/25
 

$

9,110

   

$

8,846

   

Series KPLB, Class A, 2.77%, 5/25/25

   

17,000

     

16,376

   

Series KIR1, Class A2, 2.85%, 3/25/26

   

12,000

     

11,518

   

Series S8FX, Class A1, 3.02%, 3/25/27

   

11,911

     

11,551

   

Series K068, Class A2, 3.24%, 8/25/27

   

4,533

     

4,385

   

Series K075, Class A2, 3.65%, 2/25/28 (c)

   

3,000

     

2,951

   

Series K095, Class A2, 2.79%, 6/25/29

   

8,750

     

8,141

   

Series K097, Class A2, 2.51%, 7/25/29

   

8,000

     

7,307

   

Series K096, Class A2, 2.52%, 7/25/29

   

9,000

     

8,231

   

Series KG02, Class A2, 2.41%, 8/25/29

   

9,091

     

8,244

   

Series K100, Class A2, 2.67%, 9/25/29

   

5,455

     

5,022

   

5.50%, 12/1/35 – 4/1/36

   

388

     

405

   

3.50%, 5/1/42 – 5/1/47

   

8,041

     

7,730

   

5.00%, 9/1/52

   

4,824

     

4,841

   
     

105,548

   
Federal National Mortgage Association
Series 2017-M15, Class AV2, 2.56%, 11/25/24 (c)
   

2,878

     

2,806

   

Series 2017-M2, Class A2, 2.77%, 2/25/27 (c)

   

2,281

     

2,178

   

Series 2017-M7, Class A2, 2.96%, 2/25/27 (c)

   

2,192

     

2,101

   

2.50%, 2/1/28-11/1/34

   

4,897

     

4,636

   

Series 2018-M4, Class A2, 3.06%, 3/25/28 (c)

   

6,361

     

6,112

   

6.50%, 4/1/31 – 3/1/32

   

240

     

258

   

5.00%, 6/1/33

   

535

     

547

   

5.50%, 9/1/35 – 5/1/38

   

2,799

     

2,924

   

6.00%, 5/1/36 – 8/1/37

   

1,009

     

1,075

   

3.50%, 4/1/48 – 2/1/50

   

10,719

     

10,202

   

4.00%, 4/1/48 – 2/1/50

   

11,154

     

10,915

   

3.00%, 2/1/50

   

4,878

     

4,488

   
     

48,242

   
Government National Mortgage Association
7.00%, 5/15/23 – 7/15/32
   

293

     

305

   

6.50%, 6/15/23 – 10/15/31

   

365

     

380

   

7.50%, 6/15/26 – 8/15/29

   

164

     

170

   

6.00%, 9/15/28 – 1/15/33

   

1,011

     

1,044

   

5.50%, 4/20/33

   

183

     

192

   

5.00%, 8/15/33

   

1,100

     

1,132

   
     

3,223

   
     

157,013

   

Total U.S. Government Agency Mortgages (Cost $168,463)

   

157,013

   

U.S. Treasury Obligations (17.6%)

 
U.S. Treasury Bonds
1.13%, 5/15/40
   

10,000

     

6,664

   

3.88%, 8/15/40

   

15,000

     

15,445

   

1.38%, 11/15/40

   

30,000

     

20,742

   

See notes to financial statements.

 


29


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

1.88%, 2/15/41

 

$

9,000

   

$

6,760

   

2.25%, 5/15/41

   

40,000

     

31,887

   

2.75%, 8/15/42

   

55,000

     

47,076

   

2.75%, 11/15/42

   

10,000

     

8,541

   

3.13%, 2/15/43

   

20,000

     

18,134

   

2.88%, 5/15/43

   

10,000

     

8,702

   

3.38%, 5/15/44

   

5,000

     

4,692

   

3.00%, 11/15/44

   

25,000

     

22,047

   

2.50%, 2/15/45

   

55,000

     

44,344

   

2.50%, 2/15/46

   

15,000

     

12,052

   

2.25%, 8/15/46

   

42,950

     

32,796

   

2.88%, 11/15/46

   

10,000

     

8,609

   

2.75%, 11/15/47

   

12,000

     

10,086

   

3.13%, 5/15/48

   

10,000

     

9,027

   

3.38%, 11/15/48

   

10,000

     

9,452

   

3.00%, 2/15/49

   

10,000

     

8,845

   

1.25%, 5/15/50

   

30,000

     

17,634

   

1.63%, 11/15/50

   

35,000

     

22,652

   
U.S. Treasury Inflation Indexed Bonds
2.38%, 1/15/25
   

63,178

     

63,451

   

0.88%, 1/15/29

   

11,791

     

11,474

   
U.S. Treasury Notes
0.13%, 7/15/23
   

10,000

     

9,793

   

0.25%, 9/30/23

   

60,000

     

58,235

   

0.13%, 10/15/23

   

20,000

     

19,359

   

0.13%, 12/15/23

   

50,000

     

48,033

   

2.50%, 5/15/24

   

5,000

     

4,867

   

3.00%, 7/31/24

   

25,000

     

24,460

   

2.50%, 1/31/25

   

5,000

     

4,838

   

2.00%, 2/15/25

   

70,000

     

67,031

   

2.75%, 5/15/25

   

20,000

     

19,427

   

0.38%, 1/31/26

   

30,000

     

27,070

   

1.63%, 2/15/26

   

30,000

     

28,080

   

0.75%, 8/31/26

   

5,000

     

4,498

   

2.38%, 5/15/27

   

10,000

     

9,487

   

0.50%, 10/31/27

   

30,000

     

25,929

   

1.25%, 3/31/28

   

25,000

     

22,236

   

1.25%, 9/30/28

   

25,000

     

22,002

   

2.38%, 3/31/29

   

20,000

     

18,655

   

4.13%, 11/15/32

   

20,000

     

21,050

   

Total U.S. Treasury Obligations (Cost $969,146)

   

876,162

   

Commercial Paper (0.7%) (i)

 

Alliant Energy, 4.57%, 2/2/23 (a)

   

10,000

     

9,998

   

Cabot Corp., 4.54%, 2/1/23 (a)

   

5,000

     

4,999

   

CenterPoint Energy Resources Corp., 4.56%, 2/1/23 (a)

   

10,000

     

9,999

   

Southwestern Public Service Co., 4.57%, 2/2/23 (a)

   

10,147

     

10,144

   

Total Commercial Paper (Cost $35,144)

   

35,140

   

See notes to financial statements.

 


30


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned (0.7%)^

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (j)
   

8,035,672

   

$

8,036

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (j)

   

8,035,672

     

8,035

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (j)

   

8,035,672

     

8,036

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (j)
   

8,035,672

     

8,036

   

Total Collateral for Securities Loaned (Cost $32,143)

   

32,143

   

Total Investments (Cost $5,465,879) — 99.9%

   

4,965,807

   

Other assets in excess of liabilities — 0.1%

   

5,605

   

NET ASSETS — 100.00%

 

$

4,971,412

   

At January 31, 2023, the Fund's investments in foreign securities were 12.0% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. As of January 31, 2023, the fair value of these securities was $1,199,420 thousands and amounted to 24.1% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2023.

(c)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2023.

(d)  Security is interest only.

(e)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

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

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

(h)  Put Bond.

(i)  Rate represents the effective yield at January 31, 2023.

(j)  Rate disclosed is the daily yield on January 31, 2023.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

See notes to financial statements.

 


31


 
USAA Mutual Funds Trust
USAA Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

Title XI — The Title XI Guarantee Program provides a guarantee of payment of principal and interest of debt obligations issued by U.S. merchant marine and U.S. shipyards by enabling owners of eligible vessels and shipyards to obtain financing at attractive terms. The guarantee carries the full faith and credit of the U.S. government.

TSFR1M — 1 month Term SOFR, rate disclosed as of January 31, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of January 31, 2023.

US0003M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of January 31, 2023.

USSW5 — USD 5 Year Swap Rate, rate disclosed as of January 31, 2023.

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 guaranteed agreement from the name listed.

See notes to financial statements.

 


32


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA
Income Fund
 

Assets:

 

Investments, at value (Cost $5,465,879)

 

$

4,965,807

(a)

 

Foreign currency, at value (Cost $366)

   

366

   

Deposit with broker for futures contracts

   

2,168

   

Receivables:

 

Interest and dividends

   

43,584

   

Capital shares issued

   

3,181

   

Investments sold

   

476

   

From Adviser

   

70

   

Prepaid expenses

   

45

   

Total Assets

   

5,015,697

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

32,143

   

Investments purchased

   

6,635

   

Capital shares redeemed

   

3,049

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,244

   

Administration fees

   

518

   

Custodian fees

   

41

   

Transfer agent fees

   

452

   

Compliance fees

   

4

   
12b-1 fees    

6

   

Other accrued expenses

   

193

   

Total Liabilities

   

44,285

   

Net Assets:

 

Capital

   

5,506,775

   

Total accumulated earnings/(loss)

   

(535,363

)

 

Net Assets

 

$

4,971,412

   

Net Assets

 

Fund Shares

 

$

2,303,965

   

Institutional Shares

   

2,607,897

   

Class A

   

53,743

   

R6 Shares

   

5,807

   

Total

 

$

4,971,412

   

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

 

Fund Shares

   

200,146

   

Institutional Shares

   

226,701

   

Class A

   

4,685

   

R6 Shares

   

504

   

Total

   

432,036

   

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

 

Fund Shares

 

$

11.51

   

Institutional Shares

   

11.50

   

Class A

   

11.47

   

R6 Shares

   

11.51

   

Maximum Sales Charge — Class A

   

2.25

%

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

$

11.74

   

(a)  Includes $31,104 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.

 


33


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA
Income Fund
 

Investment Income:

 

Dividends

 

$

1,835

   

Interest

   

95,506

   

Securities lending (net of fees)

   

239

   

Total Income

   

97,580

   

Expenses:

 

Investment advisory fees

   

7,803

   

Administration fees — Fund Shares

   

1,747

   

Administration fees — Institutional Shares

   

1,320

   

Administration fees — Class A

   

41

   

Administration fees — R6 Shares

   

2

   

Sub-Administration fees

   

14

   
12b-1 fees — Class A    

68

   

Custodian fees

   

111

   

Transfer agent fees — Fund Shares

   

1,330

   

Transfer agent fees — Institutional Shares

   

1,320

   

Transfer agent fees — Class A

   

27

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

25

   

Compliance fees

   

25

   

Legal and audit fees

   

53

   

State registration and filing fees

   

84

   

Other expenses

   

335

   

Total Expenses

   

14,305

   

Expenses waived/reimbursed by Adviser

   

(197

)

 

Net Expenses

   

14,108

   

Net Investment Income (Loss)

   

83,472

   

Realized/Unrealized Gains (Losses) from Investments:

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

(40,964

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(98,539

)

 

Net realized/unrealized gains (losses) on investments

   

(139,503

)

 

Change in net assets resulting from operations

 

$

(56,031

)

 

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


34


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Income Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

83,472

   

$

183,503

   

Net realized gains (losses)

   

(40,964

)

   

86,461

   

Net change in unrealized appreciation/depreciation

   

(98,539

)

   

(967,789

)

 

Change in net assets resulting from operations

   

(56,031

)

   

(697,825

)

 

Distributions to Shareholders:

 

Fund Shares

   

(37,902

)

   

(138,655

)

 

Institutional Shares

   

(43,396

)

   

(177,468

)

 

Class A

   

(822

)

   

(3,221

)

 

Class C

   

     

(1

)(a)

 

R6 Shares

   

(100

)

   

(386

)

 

Change in net assets resulting from distributions to shareholders

   

(82,220

)

   

(319,731

)

 

Change in net assets resulting from capital transactions

   

(342,959

)

   

(1,603,627

)

 

Change in net assets

   

(481,210

)

   

(2,621,183

)

 

Net Assets:

 

Beginning of period

   

5,452,622

     

8,073,805

   

End of period

 

$

4,971,412

   

$

5,452,622

   

(a)  Class C activity is for the period August 1, 2021, to February 28, 2022 (date of termination).

(continues on next page)

See notes to financial statements.

 


35


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Income Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

69,729

   

$

207,181

   

Distributions reinvested

   

36,371

     

133,855

   

Cost of shares redeemed

   

(212,519

)

   

(513,299

)

 

Total Fund Shares

 

$

(106,419

)

 

$

(172,263

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

240,648

   

$

865,124

   

Distributions reinvested

   

43,317

     

177,229

   

Cost of shares redeemed

   

(516,667

)

   

(2,465,421

)

 

Total Institutional Shares

 

$

(232,702

)

 

$

(1,423,068

)

 

Class A

 

Proceeds from shares issued

 

$

320

   

$

1,188

   

Distributions reinvested

   

803

     

3,151

   

Cost of shares redeemed

   

(3,959

)

   

(12,697

)

 

Total Class A

 

$

(2,836

)

 

$

(8,358

)

 

Class C

 

Distributions reinvested

 

$

   

$

1

(a)

 

Cost of shares redeemed

   

     

(18

)(a)

 

Total Class C

 

$

   

$

(17

)

 

R6 Shares

 

Proceeds from shares issued

 

$

1,031

   

$

3,186

   

Distributions reinvested

   

99

     

383

   

Cost of shares redeemed

   

(2,132

)

   

(3,490

)

 

Total R6 Shares

 

$

(1,002

)

 

$

79

   

Change in net assets resulting from capital transactions

 

$

(342,959

)

 

$

(1,603,627

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

6,169

     

16,135

   

Reinvested

   

3,252

     

10,327

   

Redeemed

   

(18,850

)

   

(40,248

)

 

Total Fund Shares

   

(9,429

)

   

(13,786

)

 

Institutional Shares

 

Issued

   

21,323

     

65,642

   

Reinvested

   

3,874

     

13,649

   

Redeemed

   

(45,670

)

   

(186,510

)

 

Total Institutional Shares

   

(20,473

)

   

(107,219

)

 

Class A

 

Issued

   

28

     

90

   

Reinvested

   

72

     

244

   

Redeemed

   

(352

)

   

(996

)

 

Total Class A

   

(252

)

   

(662

)

 

Class C

 

Reinvested

   

     

(a)(b)

 

Redeemed

   

     

(1

)(a)

 

Total Class C

   

     

(1

)

 

R6 Shares

 

Issued

   

91

     

254

   

Reinvested

   

9

     

30

   

Redeemed

   

(187

)

   

(278

)

 

Total R6 Shares

   

(87

)

   

6

   

Change in Shares

   

(30,241

)

   

(121,662

)

 

(a)  Class C activity is for the period August 1, 2021, to February 28, 2022 (date of termination).

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

 


36


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Income Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

11.80

   

$

13.83

   

$

13.95

   

$

13.28

   

$

12.68

   

$

13.20

   

Investment Activities:

 

Net investment income (loss)

   

0.19

(a)

   

0.36

(a)

   

0.40

(a)

   

0.43

(a)

   

0.45

     

0.45

   
Net realized and unrealized
gains (losses)
   

(0.29

)

   

(1.76

)

   

0.11

     

0.69

     

0.60

     

(0.51

)

 
Total from Investment
Activities
   

(0.10

)

   

(1.40

)

   

0.51

     

1.12

     

1.05

     

(0.06

)

 

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

(0.36

)

   

(0.40

)

   

(0.41

)

   

(0.45

)

   

(0.44

)

 

Net realized gains

   

     

(0.27

)

   

(0.23

)

   

(0.04

)

   

(b)

   

(0.02

)

 

Total Distributions

   

(0.19

)

   

(0.63

)

   

(0.63

)

   

(0.45

)

   

(0.45

)

   

(0.46

)

 

Net Asset Value, End of Period

 

$

11.51

   

$

11.80

   

$

13.83

   

$

13.95

   

$

13.28

   

$

12.68

   

Total Return (c) (d)

   

(0.83

)%

   

(10.41

)%

   

3.75

%

   

8.64

%

   

8.50

%

   

(0.47

)%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.58

%

   

0.46

%

   

0.44

%

   

0.50

%

   

0.55

%

   

0.52

%

 

Net Investment Income (Loss) (e)

   

3.30

%

   

2.78

%

   

2.90

%

   

3.22

%

   

3.49

%

   

3.40

%

 

Gross Expenses (e) (f)

   

0.59

%

   

0.46

%

   

0.44

%

   

0.50

%

   

0.55

%

   

0.52

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

2,303,965

   

$

2,472,982

   

$

3,089,682

   

$

3,292,322

   

$

3,214,507

   

$

3,055,739

   

Portfolio Turnover (c) (i)

   

7

%

   

29

%

   

20

%

   

25

%

   

13

%

   

8

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(continues on next page)

See notes to financial statements.

 


37


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Income Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

11.79

   

$

13.82

   

$

13.94

   

$

13.27

   

$

12.67

   

$

13.19

   

Investment Activities:

 

Net investment income (loss)

   

0.19

(a)

   

0.36

(a)

   

0.41

(a)

   

0.44

(a)

   

0.45

     

0.44

   
Net realized and unrealized
gains (losses)
   

(0.29

)

   

(1.75

)

   

0.11

     

0.69

     

0.61

     

(0.50

)

 
Total from Investment
Activities
   

(0.10

)

   

(1.39

)

   

0.52

     

1.13

     

1.06

     

(0.06

)

 

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

(0.37

)

   

(0.41

)

   

(0.42

)

   

(0.46

)

   

(0.44

)

 

Net realized gains

   

     

(0.27

)

   

(0.23

)

   

(0.04

)

   

(b)

   

(0.02

)

 

Total Distributions

   

(0.19

)

   

(0.64

)

   

(0.64

)

   

(0.46

)

   

(0.46

)

   

(0.46

)

 

Net Asset Value, End of Period

 

$

11.50

   

$

11.79

   

$

13.82

   

$

13.94

   

$

13.27

   

$

12.67

   

Total Return (c) (d)

   

(0.82

)%

   

(10.37

)%

   

3.80

%

   

8.78

%

   

8.58

%

   

(0.41

)%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.54

%

   

0.41

%

   

0.40

%

   

0.45

%

   

0.48

%

   

0.47

%

 

Net Investment Income (Loss) (e)

   

3.34

%

   

2.81

%

   

2.95

%

   

3.28

%

   

3.56

%

   

3.46

%

 

Gross Expenses (e) (f)

   

0.54

%

   

0.41

%

   

0.40

%

   

0.45

%

   

0.48

%

   

0.47

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

2,607,897

   

$

2,914,607

   

$

4,898,801

   

$

4,978,740

   

$

5,048,203

   

$

4,629,713

   

Portfolio Turnover (c) (i)

   

7

%

   

29

%

   

20

%

   

25

%

   

13

%

   

8

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(continues on next page)

See notes to financial statements.

 


38


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Income Fund

 
   

Class A

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

11.76

   

$

13.79

   

$

13.91

   

$

13.24

   

$

12.65

   

$

13.16

   

Investment Activities:

 

Net investment income (loss)

   

0.17

(a)

   

0.32

(a)

   

0.36

(a)

   

0.40

(a)

   

0.42

     

0.41

   
Net realized and unrealized
gains (losses)
   

(0.29

)

   

(1.75

)

   

0.11

     

0.69

     

0.59

     

(0.49

)

 
Total from Investment
Activities
   

(0.12

)

   

(1.43

)

   

0.47

     

1.09

     

1.01

     

(0.08

)

 

Distributions to Shareholders from:

 

Net investment income

   

(0.17

)

   

(0.33

)

   

(0.36

)

   

(0.38

)

   

(0.42

)

   

(0.41

)

 

Net realized gains

   

     

(0.27

)

   

(0.23

)

   

(0.04

)

   

(b)

   

(0.02

)

 

Total Distributions

   

(0.17

)

   

(0.60

)

   

(0.59

)

   

(0.42

)

   

(0.42

)

   

(0.43

)

 

Net Asset Value, End of Period

 

$

11.47

   

$

11.76

   

$

13.79

   

$

13.91

   

$

13.24

   

$

12.65

   
Total Return (excludes sales
charges) (c) (d)
   

(0.95

)%

   

(10.65

)%

   

3.50

%

   

8.40

%

   

8.20

%

   

(0.61

)%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.82

%

   

0.71

%

   

0.70

%

   

0.77

%

   

0.77

%

   

0.74

%

 

Net Investment Income (Loss) (e)

   

3.06

%

   

2.53

%

   

2.64

%

   

2.96

%

   

3.28

%

   

3.18

%

 

Gross Expenses (e) (f)

   

0.86

%

   

0.72

%

   

0.71

%

   

0.77

%

   

0.77

%

   

0.74

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

53,743

   

$

58,054

   

$

77,209

   

$

87,216

   

$

95,026

   

$

105,072

   

Portfolio Turnover (c) (i)

   

7

%

   

29

%

   

20

%

   

25

%

   

13

%

   

8

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(continues on next page)

See notes to financial statements.

 


39


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Income Fund

 

 

 

R6 Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

11.80

   

$

13.83

   

$

13.95

   

$

13.27

   

$

12.67

   

$

13.19

   

Investment Activities:

 

Net investment income (loss)

   

0.19

(a)

   

0.38

(a)

   

0.42

(a)

   

0.45

(a)

   

0.47

     

0.45

   
Net realized and unrealized
gains (losses)
   

(0.29

)

   

(1.76

)

   

0.11

     

0.70

     

0.60

     

(0.49

)

 
Total from Investment
Activities
   

(0.10

)

   

(1.38

)

   

0.53

     

1.15

     

1.07

     

(0.04

)

 

Distributions to Shareholders from:

 

Net investment income

   

(0.19

)

   

(0.38

)

   

(0.42

)

   

(0.43

)

   

(0.47

)

   

(0.46

)

 

Net realized gains

   

     

(0.27

)

   

(0.23

)

   

(0.04

)

   

(b)

   

(0.02

)

 

Total Distributions

   

(0.19

)

   

(0.65

)

   

(0.65

)

   

(0.47

)

   

(0.47

)

   

(0.48

)

 

Net Asset Value, End of Period

 

$

11.51

   

$

11.80

   

$

13.83

   

$

13.95

   

$

13.27

   

$

12.67

   

Total Return (c) (d)

   

(0.80

)%

   

(10.28

)%

   

3.90

%

   

8.86

%

   

8.68

%

   

(0.32

)%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.50

%

   

0.32

%

   

0.30

%

   

0.37

%

   

0.39

%

   

0.39

%

 

Net Investment Income (Loss) (e)

   

3.38

%

   

2.93

%

   

3.07

%

   

3.35

%

   

3.65

%

   

3.56

%

 

Gross Expenses (e) (f)

   

0.77

%

   

0.45

%

   

0.35

%

   

0.37

%

   

0.43

%

   

0.58

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

5,807

   

$

6,979

   

$

8,094

   

$

21,794

   

$

20,840

   

$

18,874

   

Portfolio Turnover (c) (i)

   

7

%

   

29

%

   

20

%

   

25

%

   

13

%

   

8

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

See notes to financial statements.

 


40


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

  (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 Income Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. Effective February 28, 2022, Class C was liquidated. The Fund is classified as diversified under the 1940 Act.

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

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.

 


41


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to 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, 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 valuation designee and subject to the oversight of the Board. The pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

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

A summary of the valuations as of January 31, 2023, 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

 

$

   

$

330,345

   

$

   

$

330,345

   

Collateralized Mortgage Obligations

   

     

228,870

     

     

228,870

   

Preferred Stocks

   

48,056

     

     

     

48,056

   

Senior Secured Loans

   

     

2,235

     

     

2,235

   

Corporate Bonds

   

     

2,278,994

     

     

2,278,994

   

Yankee Dollars

   

     

577,928

     

     

577,928

   

Municipal Bonds

   

     

398,921

     

     

398,921

   

U.S. Government Agency Mortgages

   

     

157,013

     

     

157,013

   

U.S. Treasury Obligations

   

     

876,162

     

     

876,162

   

Commercial Paper

   

     

35,140

     

     

35,140

   

Collateral for Securities Loaned

   

32,143

     

     

     

32,143

   

Total

 

$

80,199

   

$

4,885,608

   

$

   

$

4,965,807

   

As of January 31, 2023, 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.

 


42


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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. 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.

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.

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as the Secured Overnight Financing Rate ("SOFR") or London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often

 


43


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below-Investment-Grade Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.

The Fund did not hold futures contracts as of January 31, 2023.

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

 


44


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023, 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. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers 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.

 


45


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of January 31, 2023.

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

31,104

   

$

   

$

32,143

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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 January 31, 2023, 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)
 
$

1,306

   

$

   

$

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

221,563

   

$

458,341

   

$

110,206

   

$

50,555

   
 


46


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

0.4

   

USAA Target Retirement Income Fund

   

0.0

*

 

USAA Target Retirement 2030 Fund

   

0.0

*

 

*  Amount is less than 0.05%.

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 A Rated Bond Funds Index. The Lipper A Rated Bond Funds Index tracks the total return performance of the largest funds within the Lipper A Rated Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 A Rated Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $703, $1,047, $14, and $3 for Fund Shares, Institutional Shares, Class A, and R6 Shares, in thousands, respectively. Performance adjustments were 0.06%, 0.08%, 0.05%, and 0.11% 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.

 


47


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 and 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 January 31, 2023, 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.

 


48


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Amounts incurred and paid to the Distributor for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.52%, 0.46%, 0.77%, and 0.39% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

15

   

$

19

   

$

197

   

$

231

   

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 January 31, 2023.

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

 


49


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

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

LIBOR Discontinuation Risk — The 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 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

 


50


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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.

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 January 31, 2023, 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 (one-month SOFR plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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 January 31, 2023.

8. Federal Income Tax Information:

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

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

 


51


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Income Fund

 

Victory Income Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


52


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

991.70

   

$

1,022.28

   

$

2.91

   

$

2.96

     

0.58

%

 

Institutional Shares

   

1,000.00

     

991.80

     

1,022.48

     

2.71

     

2.75

     

0.54

%

 

Class A

   

1,000.00

     

990.50

     

1,021.07

     

4.11

     

4.18

     

0.82

%

 

R6 Shares

   

1,000.00

     

992.00

     

1,022.68

     

2.51

     

2.55

     

0.50

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


53


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


54


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three-, five- and ten-year periods ended June 30, 2022, and was above its Lipper index for the one-year period and below its Lipper index for the three-, five- and ten-year periods ended June 30, 2022.

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

 


55


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


56


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23424-0323


 

January 31, 2023

Semi Annual Report

USAA Short-Term Bond Fund

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


 

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, 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

    31    

Statement of Operations

    32    

Statements of Changes in Net Assets

    33    

Financial Highlights

    35    

Notes to Financial Statements

   

39

   

Supplemental Information

   

51

   

Proxy Voting and Portfolio Holdings Information

    51    

Expense Examples

    51    

Advisory Contract Approval

    52    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks high current income consistent with preservation of principal.

Asset Allocation*:

January 31, 2023

(% 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 Short-Term Bond Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (29.6%)

 
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46,
Callable 8/15/24 @ 100 (a)
 

$

5,500

   

$

4,868

   
American Credit Acceptance Receivables Trust, Series 2020-3, Class C,
1.85%, 6/15/26, Callable 1/13/24 @ 100 (a)
   

1,187

     

1,176

   
American Credit Acceptance Receivables Trust, Series 2019-2, Class D,
3.41%, 6/12/25, Callable 5/12/23 @ 100 (a)
   

883

     

880

   
American Credit Acceptance Receivables Trust, Series 2019-3, Class D,
2.89%, 9/12/25, Callable 8/12/23 @ 100 (a)
   

286

     

284

   
American Credit Acceptance Receivables Trust, Series 2019-2, Class E,
4.29%, 6/12/25, Callable 5/12/23 @ 100 (a)
   

5,375

     

5,352

   

AMSR Trust, Series 2021-SFR1, Class C, 2.35%, 6/17/38 (a)

   

1,200

     

995

   

AMSR Trust, Series 2021-SFR1, Class B, 2.15%, 6/17/38 (a)

   

2,000

     

1,649

   

AMSR Trust, Series 2021-SFR1, Class A, 1.95%, 6/17/38 (a)

   

2,000

     

1,670

   
Amur Equipment Finance Receivables IX LLC, Series 2021-1A, Class C,
1.75%, 6/21/27, Callable 11/20/24 @ 100 (a)
   

1,000

     

936

   
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class A2,
1.64%, 10/20/27, Callable 9/20/25 @ 100 (a)
   

1,832

     

1,750

   
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B,
2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)
   

2,162

     

1,994

   
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class A2,
5.30%, 6/21/28, Callable 6/20/26 @ 100 (a)
   

1,400

     

1,393

   
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class B,
5.65%, 10/20/28, Callable 6/20/26 @ 100 (a)
   

2,000

     

2,019

   
ARI Fleet Lease Trust, Series 2022-A, Class A3, 3.43%, 1/15/31,
Callable 5/15/25 @ 100 (a)
   

1,524

     

1,473

   
ARI Fleet Lease Trust, Series 2021-A, Class B, 1.13%, 3/15/30,
Callable 5/15/24 @ 100 (a)
   

2,650

     

2,386

   
ARI Fleet Lease Trust, Series 2021-A, Class A3, 0.68%, 3/15/30,
Callable 5/15/24 @ 100 (a)
   

2,550

     

2,405

   
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28,
Callable 3/15/23 @ 100 (a)
   

1,470

     

1,464

   
ARI Fleet Lease Trust, Series 2020-A, Class A3, 1.80%, 8/15/28,
Callable 3/15/23 @ 100 (a)
   

1,650

     

1,646

   
ARI Fleet Lease Trust, Series 2022-A, Class A2, 3.12%, 1/15/31,
Callable 5/15/25 @ 100 (a)
   

2,000

     

1,970

   
ARI Fleet Lease Trust, Series 2019-A, Class A3, 2.53%, 11/15/27,
Callable 3/15/23 @ 100 (a)
   

4,234

     

4,226

   
Atalaya Equipment Leasing Trust, Series 2022-1A, Class B, 2.08%, 2/15/27,
Callable 10/15/24 @ 100 (a)
   

2,467

     

2,304

   
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B,
7.09%, 4/20/27 (a)
   

2,500

     

2,568

   
Avis Budget Rental Car Funding AESOP LLC, Series 2020-1A, Class B,
2.68%, 8/20/26, Callable 9/20/25 @ 100 (a)
   

4,000

     

3,704

   
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class B,
4.00%, 9/20/24, Callable 10/20/23 @ 100 (a)
   

2,000

     

1,984

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-2A, Class A,
3.35%, 9/22/25, Callable 10/20/24 @ 100 (a)
   

3,300

     

3,201

   
Avis Budget Rental Car Funding AESOP LLC, Series 2019-3A, Class A,
2.36%, 3/20/26, Callable 4/20/25 @ 100 (a)
   

5,000

     

4,726

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Avis Budget Rental Car Funding AESOP LLC, Series 2017-2A, Class B,
3.33%, 3/20/24, Callable 4/20/23 @ 100 (a)
 

$

1,715

   

$

1,711

   
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class A,
3.70%, 9/20/24, Callable 10/20/23 @ 100 (a)
   

4,000

     

3,967

   
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class C,
4.73%, 9/20/24, Callable 10/20/23 @ 100 (a)
   

2,500

     

2,471

   
Bank of The West Auto Trust, Series 2019-1, Class B, 2.76%, 1/15/25,
Callable 8/15/23 @ 100 (a)
   

3,300

     

3,252

   
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25,
Callable 8/15/23 @ 100 (a)
   

1,400

     

1,380

   
Bank of The West Auto Trust, Series 2019-1, Class A4, 2.51%, 10/15/24,
Callable 8/15/23 @ 100 (a)
   

4,150

     

4,126

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class B,
2.00%, 7/21/25, Callable 10/19/23 @ 100 (a)
   

2,000

     

1,947

   
Canadian Pacer Auto Receivables Trust, Series 2021-1A, Class C,
1.46%, 12/20/27, Callable 2/19/25 @ 100 (a)
   

3,594

     

3,253

   
Canadian Pacer Auto Receivables Trust, Series 2019-1A, Class C,
3.75%, 7/21/25, Callable 2/19/23 @ 100 (a)
   

1,000

     

999

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C,
2.49%, 5/19/26, Callable 10/19/23 @ 100 (a)
   

5,905

     

5,755

   

CARDS II Trust, Series 2021-1A, Class A, 0.60%, 4/15/27 (a)

   

9,200

     

8,720

   
CarMax Auto Owner Trust, Series 2021-4, Class D, 1.48%, 3/15/28,
Callable 11/15/25 @ 100
   

4,719

     

4,180

   
CarMax Auto Owner Trust, Series 2020-2, Class D, 5.75%, 5/17/27,
Callable 4/15/24 @ 100
   

3,127

     

3,111

   
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25,
Callable 12/15/23 @ 100
   

5,163

     

5,034

   
CarMax Auto Owner Trust, Series 2020-1, Class B, 2.21%, 9/15/25,
Callable 2/15/24 @ 100
   

3,188

     

3,084

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24,
Callable 3/15/23 @ 100
   

1,923

     

1,919

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25,
Callable 4/15/24 @ 100
   

1,806

     

1,753

   
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25,
Callable 2/15/24 @ 100
   

3,270

     

3,166

   
CarMax Auto Owner Trust, Series 2022-A3, Class A3, 3.49%, 2/16/27,
Callable 1/15/26 @ 100
   

2,000

     

1,957

   
CarNow Auto Receivables Trust, Series 2023-1A, Class A, 6.62%, 12/16/24,
Callable 1/15/26 @ 100 (a)
   

1,350

     

1,350

   
CarNow Auto Receivables Trust, Series 2021-1A, Class B, 1.38%, 2/17/26,
Callable 12/15/23 @ 100 (a)
   

425

     

423

   

CARS LP, Series 2020-1A, Class A1, 2.69%, 2/15/50, Callable 2/15/23 @ 100 (a)

   

3,882

     

3,668

   
CARS-DB5 LP, Series 2021-1A, Class A1, 1.44%, 8/15/51,
Callable 8/15/24 @ 100 (a)
   

1,888

     

1,643

   
Carvana Auto Receivables Trust, Series 2021-N1, Class B, 1.09%, 1/10/28,
Callable 9/10/25 @ 100
   

956

     

888

   
Carvana Auto Receivables Trust, Series 2021-N1, Class D, 1.50%, 1/10/28,
Callable 9/10/25 @ 100
   

1,878

     

1,800

   
Carvana Auto Receivables Trust, Series 2019-3A, Class D, 3.04%, 4/15/25,
Callable 5/15/25 @ 100 (a)
   

2,242

     

2,217

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Carvana Auto Receivables Trust, Series 2021-N2, Class D, 1.27%, 3/10/28,
Callable 9/10/26 @ 100
 

$

3,752

   

$

3,588

   
Carvana Auto Receivables Trust, Series 2021-N2, Class C, 1.07%, 3/10/28,
Callable 9/10/26 @ 100
   

624

     

573

   
Carvana Auto Receivables Trust, Series 2019-2A, Class D, 3.28%, 1/15/25,
Callable 1/15/25 @ 100 (a)
   

943

     

937

   
Carvana Auto Receivables Trust, Series 2020-P1, Class D, 1.82%, 9/8/27,
Callable 12/8/25 @ 100
   

1,318

     

1,113

   
Carvana Auto Receivables Trust, Series 2021-N2, Class B, 0.75%, 3/10/28,
Callable 9/10/26 @ 100
   

636

     

586

   
Carvana Auto Receivables Trust, Series 2021-N2, Class A2, 0.97%, 3/10/28,
Callable 9/10/26 @ 100
   

1,250

     

1,156

   
Carvana Auto Receivables Trust, Series 2021-N3, Class A2, 1.11%, 6/12/28,
Callable 8/10/26 @ 100
   

3,500

     

3,160

   
Carvana Auto Receivables Trust, Series 2021-N1, Class C, 1.30%, 1/10/28,
Callable 9/10/25 @ 100
   

729

     

675

   
Carvana Auto Receivables Trust, Series 2021-N3, Class C, 1.02%, 6/12/28,
Callable 8/10/26 @ 100
   

1,349

     

1,286

   
Carvana Auto Receivables Trust, Series 2021-N3, Class B, 0.66%, 6/12/28,
Callable 8/10/26 @ 100
   

1,117

     

1,020

   
Carvana Auto Receivables Trust, Series 2021-N1, Class A, 0.70%, 1/10/28,
Callable 9/10/25 @ 100
   

792

     

743

   
CCG Receivables Trust, Series 2019-2, Class B, 2.55%, 3/15/27,
Callable 5/14/23 @ 100 (a)
   

3,500

     

3,473

   
CF Hippolyta LLC, Series 2021-1A, Class A1, 1.53%, 3/15/61,
Callable 3/15/24 @ 100 (a)
   

2,837

     

2,500

   
Chase Auto Credit Linked Notes, Series 2020-1, Class C, 1.39%, 1/25/28,
Callable 5/25/24 @ 100 (a)
   

353

     

348

   
Chase Auto Credit Linked Notes, Series 2020-1, Class B, 0.99%, 1/25/28,
Callable 5/25/24 @ 100 (a)
   

905

     

893

   
Chesapeake Funding II LLC, Series 1A, Class A1, 0.47%, 4/15/33,
Callable 10/15/23 @ 100 (a)
   

1,523

     

1,489

   
CNH Equipment Trust, Series 2022-A, Class A3, 2.94%, 7/15/27,
Callable 11/15/25 @ 100
   

1,000

     

968

   
College Loan Corp. Trust, Series 2005-2, Class B, 5.32% (LIBOR03M+49bps),
1/15/37, Callable 4/15/28 @ 100 (b)
   

788

     

721

   
Conn's Receivables Funding LLC, Series 2021-A, Class B, 2.87%, 5/15/26,
Callable 9/15/23 @ 100.25 (a)
   

1,115

     

1,100

   
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26,
Callable 4/15/24 @ 100 (a)
   

5,000

     

4,994

   
Conn's Receivables Funding LLC, Series 2022-A, Class A, 5.87%, 12/15/26,
Callable 4/15/24 @ 100 (a)
   

3,630

     

3,629

   
CP EF Asset Securitization I LLC, Series 2022-1A, Class A, 5.96%, 4/15/30,
Callable 11/15/25 @ 100 (a)
   

3,503

     

3,454

   
CPS Auto Receivables Trust, Series 2022-B, Class B, 3.88%, 8/15/28,
Callable 10/15/26 @ 100 (a)
   

2,000

     

1,954

   
CPS Auto Receivables Trust, Series 2022-D, Class B, 6.84%, 1/16/29,
Callable 11/15/27 @ 100 (a)
   

2,000

     

2,070

   
CPS Auto Receivables Trust, Series 2018-D, Class E, 5.82%, 6/16/25,
Callable 5/15/23 @ 100 (a)
   

4,557

     

4,557

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
CPS Auto Receivables Trust, Series 2021-C, Class B, 0.84%, 7/15/25,
Callable 7/15/25 @ 100 (a)
 

$

2,750

   

$

2,726

   
Credit Acceptance Auto Loan Trust, Series 2022-3A, Class C, 8.45%, 2/15/33,
Callable 10/15/26 @ 100 (a)
   

1,000

     

1,028

   
Credit Acceptance Auto Loan Trust, Series 2021-4, Class C, 1.94%, 2/18/31,
Callable 4/15/25 @ 100 (a)
   

1,000

     

895

   
Credit Acceptance Auto Loan Trust, Series 2019-3A, Class C, 3.06%, 3/15/29,
Callable 3/15/23 @ 100 (a)
   

2,625

     

2,615

   
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class A, 0.96%, 2/15/30,
Callable 12/15/24 @ 100 (a)
   

2,000

     

1,931

   
Credit Acceptance Auto Loan Trust, Series 2019-3A, Class B, 2.86%, 1/16/29,
Callable 3/15/23 @ 100 (a)
   

410

     

409

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30,
Callable 11/15/24 @ 100 (a)
   

1,455

     

1,398

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class B, 1.38%, 7/15/30,
Callable 11/15/24 @ 100 (a)
   

1,000

     

926

   
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class C, 1.63%, 9/16/30,
Callable 11/15/24 @ 100 (a)
   

3,000

     

2,715

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class C, 2.59%, 6/15/29,
Callable 6/15/23 @ 100 (a)
   

4,000

     

3,945

   
Credit Acceptance Auto Loan Trust, Series 2020-3A, Class B, 1.77%, 12/17/29,
Callable 4/15/24 @ 100 (a)
   

750

     

710

   
Credit Acceptance Auto Loan Trust, Series 2021-4, Class B, 1.74%, 12/16/30,
Callable 4/15/25 @ 100 (a)
   

640

     

585

   
Credit Acceptance Auto Loan Trust, Series 2022-1A, Class B, 4.95%, 8/16/32,
Callable 4/15/26 @ 100 (a)
   

1,000

     

971

   
Credit Acceptance Auto Loan Trust, Series 2021-4, Class A, 1.26%, 10/15/30,
Callable 4/15/25 @ 100 (a)
   

667

     

630

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class B, 2.39%, 4/16/29,
Callable 6/15/23 @ 100 (a)
   

748

     

746

   
Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%, 3/20/24,
Callable 4/20/24 @ 100 (a)
   

122

     

121

   
Crossroads Asset Trust, Series 2021-A, Class B, 1.12%, 6/20/25,
Callable 4/20/24 @ 100 (a)
   

1,350

     

1,324

   
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26,
Callable 6/22/23 @ 100 (a)
   

2,125

     

2,092

   
Dell Equipment Finance Trust, Series 2022-1, Class B, 2.72%, 8/23/27,
Callable 8/22/24 @ 100 (a)
   

1,550

     

1,486

   
Dell Equipment Finance Trust, Series 2021-2, Class D, 1.21%, 6/22/27,
Callable 2/22/24 @ 100 (a)
   

2,188

     

2,073

   
Dell Equipment Finance Trust, Series 2020-2, Class C, 1.37%, 1/22/24,
Callable 6/22/23 @ 100 (a)
   

4,000

     

3,933

   
Dell Equipment Finance Trust, Series 2020-2, Class B, 0.92%, 11/22/23,
Callable 6/22/23 @ 100 (a)
   

3,000

     

2,948

   
Dell Equipment Finance Trust, Series 2020-2, Class A3, 0.57%, 10/23/23,
Callable 6/22/23 @ 100 (a)
   

331

     

329

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class B, 2.36%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

3,000

     

2,517

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class A, 1.76%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

3,333

     

2,859

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Diamond Issuer, Series 2021-1A, Class B, 2.70%, 11/20/51,
Callable 11/20/25 @ 100 (a)
 

$

3,273

   

$

2,741

   
Diamond Resorts Owner Trust, Series 2021-1A, Class A, 1.51%, 11/21/33,
Callable 1/20/25 @ 100 (a)
   

1,299

     

1,194

   
Diamond Resorts Owner Trust, Series 2021-1A, Class B, 2.05%, 11/21/33,
Callable 1/20/25 @ 100 (a)
   

749

     

683

   

DLLST LLC, Series 2022-1A, Class A4, 3.69%, 9/20/28, Callable 7/20/25 @ 100 (a)

   

3,000

     

2,924

   

Donlen Fleet Lease Funding 2 LLC, Series 2021-2, Class B, 0.98%, 12/11/34 (a)

   

4,423

     

4,163

   

Donlen Fleet Lease Funding LLC, Series 2, Class C, 1.20%, 12/11/34 (a)

   

5,000

     

4,703

   
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27,
Callable 9/15/24 @ 100
   

3,308

     

3,240

   
DT Auto Owner Trust, Series 2022-2A, Class D, 5.46%, 3/15/28,
Callable 7/15/25 @ 100 (a)
   

2,000

     

1,955

   
DT Auto Owner Trust, Series 2021-3A, Class B, 0.58%, 11/17/25,
Callable 4/15/25 @ 100 (a)
   

5,350

     

5,202

   
DT Auto Owner Trust, Series 2022-2A, Class B, 4.22%, 1/15/27,
Callable 7/15/25 @ 100 (a)
   

2,000

     

1,967

   
DT Auto Owner Trust, Series 2021-3A, Class C, 0.87%, 5/17/27,
Callable 4/15/25 @ 100 (a)
   

3,125

     

2,943

   
Encina Equipment Finance LLC, Series 2022-1A, Class B, 5.15%, 1/16/29,
Callable 5/15/25 @ 100 (a)
   

1,000

     

983

   
Encina Equipment Finance LLC, Series 2021-1A, Class A2, 0.74%, 12/15/26,
Callable 2/15/24 @ 100 (a)
   

383

     

378

   
Encina Equipment Finance LLC, Series 2021-1A, Class D, 1.69%, 11/15/27,
Callable 2/15/24 @ 100 (a)
   

1,538

     

1,450

   
Encina Equipment Finance LLC, Series 2021-1A, Class B, 1.21%, 2/16/27,
Callable 2/15/24 @ 100 (a)
   

713

     

690

   
Encina Equipment Finance LLC, Series 2021-1A, Class C, 1.39%, 6/15/27,
Callable 2/15/24 @ 100 (a)
   

846

     

803

   
Enterprise Fleet Financing LLC, Series 2020-1, Class A3, 1.86%, 12/22/25,
Callable 6/20/23 @ 100 (a)
   

2,050

     

2,012

   
Enterprise Fleet Financing LLC, Series 2021-1, Class A2, 0.44%, 12/21/26,
Callable 6/20/24 @ 100 (a)
   

1,425

     

1,384

   
Enterprise Fleet Financing LLC, Series 2022-2, Class A2, 4.65%, 5/21/29,
Callable 3/20/26 @ 100 (a)
   

2,000

     

1,984

   
Enterprise Fleet Financing LLC, Series 2022-4, Class A3, 5.65%, 10/22/29,
Callable 8/20/26 @ 100 (a)
   

2,000

     

2,043

   
Enterprise Fleet Financing LLC, Series 2022-1, Class A2, 3.03%, 1/20/28,
Callable 5/20/25 @ 100 (a)
   

1,409

     

1,375

   

Evergreen Credit Card Trust, Series 2022-CRT1, Class C, 6.19%, 7/15/26 (a)

   

3,000

     

2,939

   

Evergreen Credit Card Trust, Series 2022-CRT1, Class B, 5.61%, 7/15/26 (a)

   

2,000

     

1,973

   

Evergreen Credit Card Trust, Series 2021-1A, Class A, 0.90%, 10/15/26 (a)

   

3,500

     

3,281

   

Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)

   

3,750

     

3,760

   
Exeter Automobile Receivables Trust, Series 2018-3, Class D, 4.35%, 6/17/24,
Callable 5/15/23 @ 100 (a)
   

165

     

165

   
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25,
Callable 12/15/24 @ 100
   

1,022

     

1,012

   
Exeter Automobile Receivables Trust, Series 2019-3A, Class D, 3.11%, 8/15/25,
Callable 2/15/24 @ 100 (a)
   

3,157

     

3,112

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Exeter Automobile Receivables Trust, Series 2021-2A, Class C, 0.98%, 6/15/26,
Callable 2/15/25 @ 100
 

$

3,000

   

$

2,902

   
Exeter Automobile Receivables Trust, Series 2022-2A, Class B, 3.65%, 10/15/26,
Callable 11/15/25 @ 100
   

2,000

     

1,963

   
Exeter Automobile Receivables Trust, Series 2022-5A, Class C, 6.51%, 12/15/27,
Callable 9/15/27 @ 100
   

1,000

     

1,016

   
First Investors Auto Owner Trust, Series 2020-1A, Class C, 2.55%, 2/17/26,
Callable 12/15/23 @ 100 (a)
   

2,537

     

2,521

   
First Investors Auto Owner Trust, Series 2018-2A, Class F, 7.31%, 9/15/25,
Callable 2/15/23 @ 100 (a)
   

3,900

     

3,899

   
First Investors Auto Owner Trust, Series 2019-2A, Class C, 2.71%, 12/15/25,
Callable 11/15/23 @ 100 (a)
   

3,499

     

3,481

   
First Investors Auto Owner Trust, Series 2019-1A, Class D, 3.55%, 4/15/25,
Callable 5/15/23 @ 100 (a)
   

1,099

     

1,096

   

FirstKey Homes Trust, Series 2021-SFR1, Class C, 1.89%, 8/17/38 (a)

   

3,000

     

2,611

   

FirstKey Homes Trust, Series 2021-SFR3, Class C, 2.54%, 12/17/38 (a)

   

1,750

     

1,536

   

FirstKey Homes Trust, Series 2021-SFR1, Class B, 1.79%, 8/17/38 (a)

   

3,000

     

2,661

   

FirstKey Homes Trust, Series 2021-SFR2, Class B, 1.61%, 9/17/38 (a)

   

2,308

     

2,026

   

FirstKey Homes Trust, Series 2021-SFR3, Class A, 2.14%, 12/17/38 (a)

   

989

     

887

   

FirstKey Homes Trust, Series 2021-SFR3, Class B, 2.44%, 12/17/38 (a)

   

1,000

     

902

   
Flagship Credit Auto Trust, Series 2019-4, Class E, 4.11%, 3/15/27,
Callable 12/15/24 @ 100 (a)
   

2,765

     

2,573

   
Flagship Credit Auto Trust, Series 2021-3, Class B, 0.95%, 7/15/27,
Callable 11/15/25 @ 100 (a)
   

3,300

     

3,114

   
Flagship Credit Auto Trust, Series 2020-4, Class B, 1.00%, 10/15/25,
Callable 4/15/25 @ 100 (a)
   

3,352

     

3,316

   
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25,
Callable 7/15/24 @ 100 (a)
   

3,000

     

2,941

   
Flagship Credit Auto Trust, Series 2020-2, Class D, 5.75%, 4/15/26,
Callable 2/15/25 @ 100 (a)
   

5,000

     

4,980

   
Flagship Credit Auto Trust, Series 2021-1, Class B, 0.68%, 2/16/27,
Callable 6/15/25 @ 100 (a)
   

3,100

     

3,026

   
Flagship Credit Auto Trust, Series 2021-1, Class C, 0.91%, 3/15/27,
Callable 6/15/25 @ 100 (a)
   

2,700

     

2,533

   
Flagship Credit Auto Trust, Series 2022-2, Class B, 4.76%, 5/17/27,
Callable 5/15/26 @ 100 (a)
   

2,000

     

1,971

   
Flexential Issuer, Series 2021-1A, Class A2, 3.25%, 11/27/51,
Callable 11/25/25 @ 100 (a)
   

5,000

     

4,526

   
Ford Credit Auto Lease Trust, Series 2023-A, Class C, 5.54%, 12/15/26,
Callable 8/15/25 @ 100
   

720

     

718

   
Ford Credit Auto Lease Trust, Series 2021-A, Class C, 0.78%, 9/15/25,
Callable 6/15/23 @ 100
   

1,250

     

1,225

   
Ford Credit Auto Lease Trust, Series 2022-A, Class B, 3.81%, 8/15/25,
Callable 11/15/24 @ 100
   

1,286

     

1,253

   
Ford Credit Auto Owner Trust, Series 2020-1, Class B, 2.29%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,000

     

4,676

   
Ford Credit Auto Owner Trust, Series 2020-1, Class C, 2.54%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

5,000

     

4,588

   
Ford Credit Auto Owner Trust, Series 2020-1, Class A, 2.04%, 8/15/31,
Callable 2/15/25 @ 100 (a)
   

2,667

     

2,521

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Ford Credit Floorplan Master Owner Trust, Series 2020-1, Class B, 0.98%, 9/15/25

 

$

3,500

   

$

3,401

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B,
0.87%, 1/15/26, Callable 5/15/24 @ 100 (a)
   

2,344

     

2,298

   
Foursight Capital Automobile Receivables Trust, Series 2022-1, Class A3,
1.83%, 12/15/26, Callable 4/15/25 @ 100 (a)
   

1,200

     

1,158

   
Foursight Capital Automobile Receivables Trust, Series 2022-2, Class B,
5.19%, 10/15/27, Callable 11/15/25 @ 100 (a)
   

2,500

     

2,491

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class A3,
0.64%, 7/15/25, Callable 5/15/24 @ 100 (a)
   

179

     

178

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C,
1.02%, 9/15/26, Callable 5/15/24 @ 100 (a)
   

1,325

     

1,268

   
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class B,
1.31%, 7/15/27, Callable 11/15/24 @ 100 (a)
   

5,749

     

5,416

   
Foursight Capital Automobile Receivables Trust, Series 2023-1, Class C,
5.72%, 8/15/28, Callable 1/15/25 @ 100 (a)
   

2,000

     

1,999

   
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class A3,
0.81%, 5/15/26, Callable 11/15/24 @ 100 (a)
   

4,270

     

4,168

   
Foursight Capital Automobile Receivables Trust, Series 2022-1, Class B,
2.15%, 5/17/27, Callable 4/15/25 @ 100 (a)
   

2,000

     

1,900

   
Foursight Capital Automobile Receivables Trust, Series 2023-1, Class B,
5.35%, 3/15/28, Callable 4/15/25 @ 100 (a)
   

1,253

     

1,253

   

FRTKL, Series 2021-SFR1, Class B, 1.72%, 9/17/38 (a)

   

1,500

     

1,306

   
GLS Auto Receivables Issuer Trust, Series 2019-3A, Class D, 3.84%, 5/15/26,
Callable 2/15/24 @ 100 (a)
   

1,000

     

977

   
GLS Auto Receivables Issuer Trust, Series 2020-2A, Class D, 7.48%, 4/15/27,
Callable 8/15/24 @ 100 (a)
   

1,560

     

1,581

   
GLS Auto Receivables Issuer Trust, Series 2A, Class C, 4.57%, 4/15/26,
Callable 8/15/24 @ 100 (a)
   

1,250

     

1,233

   
GLS Auto Receivables Issuer Trust, Series 2021-1A, Class B, 0.82%, 4/15/25,
Callable 2/15/25 @ 100 (a)
   

50

     

49

   
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class B, 0.78%, 11/17/25,
Callable 8/15/25 @ 100 (a)
   

2,750

     

2,686

   
GLS Auto Receivables Issuer Trust, Series 4A, Class B, 1.53%, 4/15/26,
Callable 4/15/26 @ 100 (a)
   

1,000

     

966

   
GLS Auto Receivables Issuer Trust, Series 2022-2A, Class B, 4.70%, 9/15/26,
Callable 12/15/26 @ 100 (a)
   

2,000

     

1,974

   
GLS Auto Receivables Issuer Trust, Series 4A, Class A, 0.84%, 7/15/25,
Callable 4/15/26 @ 100 (a)
   

584

     

576

   
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class C, 1.11%, 9/15/26,
Callable 8/15/25 @ 100 (a)
   

3,611

     

3,422

   
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25,
Callable 2/15/25 @ 100 (a)
   

1,409

     

1,388

   
GLS Auto Receivables Trust, Series 2021-2A, Class C, 1.08%, 6/15/26,
Callable 6/15/25 @ 100 (a)
   

3,043

     

2,909

   
GLS Auto Receivables Trust, Series 2021-2A, Class B, 0.77%, 9/15/25,
Callable 6/15/25 @ 100 (a)
   

3,493

     

3,454

   
GLS Auto Receivables Trust, Series 2022-1A, Class B, 2.84%, 5/15/26,
Callable 5/15/26 @ 100 (a)
   

1,000

     

974

   
GM Financial Automobile Leasing Trust, Series 2022-2, Class B, 4.02%, 5/20/26,
Callable 11/20/24 @ 100
   

1,250

     

1,224

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
GM Financial Automobile Leasing Trust, Series 2020-3, Class B, 0.76%, 10/21/24,
Callable 4/20/23 @ 100
 

$

2,000

   

$

1,991

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class C, 1.11%, 10/21/24,
Callable 4/20/23 @ 100
   

1,786

     

1,768

   
GM Financial Consumer Automobile Receivables Trust, Series 2020-2, Class B,
2.54%, 8/18/25, Callable 1/16/24 @ 100
   

1,500

     

1,459

   

GMF Floorplan Owner Revolving Trust, Series 2020-2, Class B, 0.96%, 10/15/25 (a)

   

1,750

     

1,687

   

GMF Floorplan Owner Revolving Trust, Series 2020-2, Class C, 1.31%, 10/15/25 (a)

   

2,250

     

2,170

   

Golden Credit Card Trust, Series 2021-1A, Class A, 1.14%, 8/15/28 (a)

   

5,000

     

4,448

   
GreatAmerica Leasing Receivables Funding LLC, Series 2020-1, Class B,
2.00%, 2/16/26, Callable 12/15/23 @ 100 (a)
   

1,090

     

1,055

   
Hertz Vehicle Financing III LLC, Series 2022-1A, Class B, 2.19%, 6/25/26,
Callable 6/25/25 @ 100 (a)
   

4,250

     

3,908

   
Hertz Vehicle Financing III LLC, Series 2022-1A, Class A, 1.99%, 6/25/26,
Callable 6/25/25 @ 100 (a)
   

1,000

     

930

   
Hertz Vehicle Financing III LLC, Series 2022-1A, Class C, 2.63%, 6/25/26,
Callable 6/25/25 @ 100 (a)
   

2,700

     

2,468

   
Hertz Vehicle Financing III LLC, Series 2022-3A, Class A, 3.37%, 3/25/25,
Callable 3/25/24 @ 100 (a)
   

2,000

     

1,957

   
Hertz Vehicle Financing LLC, Series 2022-4A, Class A, 3.73%, 9/25/26,
Callable 9/25/25 @ 100 (a)
   

4,000

     

3,848

   
Hpefs Equipment Trust, Series 2022-2A, Class D, 4.94%, 3/20/30,
Callable 11/20/25 @ 100 (a)
   

1,200

     

1,178

   
HPEFS Equipment Trust, Series 2021-2A, Class D, 1.29%, 3/20/29,
Callable 7/20/24 @ 100 (a)
   

2,719

     

2,540

   
HPEFS Equipment Trust, Series 2020-1A, Class C, 2.03%, 2/20/30,
Callable 3/20/23 @ 100 (a)
   

354

     

354

   
HPEFS Equipment Trust, Series 2020-1A, Class D, 2.26%, 2/20/30,
Callable 3/20/23 @ 100 (a)
   

2,000

     

1,990

   
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30,
Callable 5/20/23 @ 100 (a)
   

1,909

     

1,901

   
HPEFS Equipment Trust, Series 2021-1A, Class C, 0.75%, 3/20/31,
Callable 2/20/24 @ 100 (a)
   

2,500

     

2,414

   
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31,
Callable 2/20/24 @ 100 (a)
   

4,700

     

4,465

   
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28,
Callable 7/20/24 @ 100 (a)
   

3,843

     

3,654

   
JPMorgan Chase Bank NA, Series 2021-2, Class D, 1.14%, 12/26/28,
Callable 4/25/25 @ 100 (a)
   

473

     

453

   
JPMorgan Chase Bank NA, Series 2021-2, Class B, 0.89%, 12/26/28,
Callable 4/25/25 @ 100 (a)
   

926

     

890

   
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28,
Callable 3/25/25 @ 100 (a)
   

2,709

     

2,614

   
JPMorgan Chase Bank NA, Series 2020-1, Class D, 1.89%, 1/25/28,
Callable 5/25/24 @ 100 (a)
   

144

     

142

   
JPMorgan Chase Bank NA, Series 2021-3, Class D, 1.01%, 2/26/29,
Callable 4/25/25 @ 100 (a)
   

2,142

     

2,019

   
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28,
Callable 10/25/24 @ 100 (a)
   

386

     

378

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
JPMorgan Chase Bank NA, Series 2021-1, Class C, 1.02%, 9/25/28,
Callable 3/25/25 @ 100 (a)
 

$

1,016

   

$

979

   
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28,
Callable 10/25/24 @ 100 (a)
   

773

     

755

   
JPMorgan Chase Bank NA, Series 2020-2, Class D, 1.49%, 2/25/28,
Callable 10/25/24 @ 100 (a)
   

1,360

     

1,331

   
JPMorgan Chase Bank NA, Series 2021-1, Class D, 1.17%, 9/25/28,
Callable 3/25/25 @ 100 (a)
   

1,348

     

1,296

   
Kubota Credit Owner Trust, Series 2022-1A, Class A3, 2.67%, 10/15/26,
Callable 2/15/26 @ 100 (a)
   

2,000

     

1,904

   
Kubota Credit Owner Trust, Series 2020-1A, Class A3, 1.96%, 3/15/24,
Callable 9/15/23 @ 100 (a)
   

798

     

794

   
LAD Auto Receivables Trust, Series 2022-1A, Class B, 5.87%, 9/15/27,
Callable 2/15/26 @ 100 (a)
   

1,600

     

1,568

   
LAD Auto Receivables Trust, Series 2021-1A, Class A, 1.30%, 8/17/26,
Callable 5/15/25 @ 100 (a)
   

1,136

     

1,097

   
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27,
Callable 5/15/25 @ 100 (a)
   

5,000

     

4,561

   
LAD Auto Receivables Trust, Series 2022-1A, Class C, 6.85%, 4/15/30,
Callable 2/15/26 @ 100 (a)
   

2,000

     

1,961

   
LAD Auto Receivables Trust, Series 2022-1A, Class A, 5.21%, 6/15/27,
Callable 2/15/26 @ 100 (a)
   

1,528

     

1,505

   
LAD Auto Receivables Trust, Series 2021-1A, Class B, 1.94%, 11/16/26,
Callable 5/15/25 @ 100 (a)
   

4,500

     

4,188

   

Master Credit Card Trust, Series 2020-1A, Class C, 2.59%, 9/21/24 (a)

   

2,125

     

2,114

   

Master Credit Card Trust, Series 2021-1A, Class B, 0.79%, 11/21/25 (a)

   

1,346

     

1,262

   

Master Credit Card Trust, Series 2020-1A, Class B, 2.27%, 9/21/24 (a)

   

833

     

830

   

Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)

   

4,151

     

3,883

   

Master Credit Card Trust II, Series 2023-1A, Class C, 5.87%, 6/21/27 (a)

   

1,200

     

1,196

   

MMAF Equipment Finance LLC, Series 2022-A, Class A3, 3.20%, 1/13/28 (a)

   

2,000

     

1,921

   
MMAF Equipment Finance LLC, Series 2020-BA, Class A5, 0.85%, 4/14/42,
Callable 1/14/25 @ 100 (a)
   

5,000

     

4,598

   

MVW LLC, Series 2021-1WA, Class B, 1.44%, 1/22/41, Callable 3/20/26 @ 100 (a)

   

1,176

     

1,078

   

MVW LLC, Series 2021-1WA, Class A, 1.14%, 1/22/41, Callable 3/20/26 @ 100 (a)

   

1,124

     

1,026

   
MVW Owner Trust, Series 2017-1A, Class A, 2.42%, 12/20/34,
Callable 8/20/23 @ 100 (a)
   

308

     

291

   
MVW Owner Trust, Series 2018-1A, Class A, 3.45%, 1/21/36,
Callable 5/20/24 @ 100 (a)
   

3,315

     

3,225

   
Nelnet Student Loan Trust, Series 2005-3, Class B, 5.03% (LIBOR03M+28bps),
9/22/37, Callable 3/22/23 @ 100 (b)
   

1,048

     

950

   
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class B1,
2.41%, 10/20/61, Callable 10/20/24 @ 100 (a)
   

1,466

     

1,224

   
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class A1,
1.91%, 10/20/61, Callable 10/20/24 @ 100 (a)
   

4,516

     

3,933

   
NMEF Funding LLC, Series 2022-B, Class A2, 6.07%, 6/15/29,
Callable 10/15/26 @ 100 (a)
   

1,000

     

1,005

   
NMEF Funding LLC, Series 2021-A, Class A2, 0.81%, 12/15/27,
Callable 8/15/24 @ 100 (a)
   

1,223

     

1,208

   
NMEF Funding LLC, Series 2021-A, Class B, 1.85%, 12/15/27,
Callable 8/15/24 @ 100 (a)
   

4,000

     

3,824

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
NMEF Funding LLC, Series 2022-B, Class B, 7.12%, 6/15/29,
Callable 10/15/26 @ 100 (a)
 

$

1,000

   

$

1,021

   
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47,
Callable 2/20/23 @ 100 (a)
   

1,486

     

1,404

   
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49,
Callable 11/19/23 @ 100 (a)
   

3,466

     

3,090

   
Oscar U.S. Funding XII LLC, Series 1A, Class A3, 0.70%, 4/10/25,
Callable 2/10/25 @ 100 (a)
   

3,245

     

3,154

   
Oscar U.S. Funding XII LLC, Series 1A, Class A4, 1.00%, 4/10/28,
Callable 2/10/25 @ 100 (a)
   

7,500

     

6,931

   
Oscar U.S. Funding XIII LLC, Series 2021-2A, Class A3, 0.86%, 9/10/25,
Callable 5/10/25 @ 100 (a)
   

5,600

     

5,343

   
Oscar U.S. Funding XIII LLC, Series 2021-2A, Class A4, 1.27%, 9/11/28,
Callable 5/10/25 @ 100 (a)
   

8,100

     

7,467

   
Oscar U.S. Funding XIV LLC, Series 2022-1A, Class A3, 2.30%, 4/10/26,
Callable 3/10/26 @ 100 (a)
   

2,340

     

2,236

   
Oscar US Funding XIV LLC, Series 2022-1A, Class A4, 2.82%, 4/10/29,
Callable 3/10/26 @ 100 (a)
   

900

     

850

   
Pawnee Equipment Receivables LLC, Series 2021-1, Class A2, 1.10%, 7/15/27,
Callable 9/15/25 @ 100 (a)
   

1,567

     

1,503

   
Pawnee Equipment Receivables LLC, Series 2020-1, Class B, 1.84%, 1/15/26,
Callable 3/15/24 @ 100 (a)
   

930

     

903

   
Pawnee Equipment Receivables LLC, Series 2021-1, Class B, 1.82%, 7/15/27,
Callable 9/15/25 @ 100 (a)
   

1,637

     

1,508

   
Pawnee Equipment Receivables LLC, Series 2020-1, Class A, 1.37%, 11/17/25,
Callable 3/15/24 @ 100 (a)
   

857

     

848

   
Pawneee Equipment Receivables LLC, Series 2022-1, Class A3, 5.17%, 2/15/28,
Callable 10/15/26 @ 100 (a)
   

1,000

     

994

   
Pawneee Equipment Receivables Series LLC, Series 2022-1, Class B,
5.40%, 7/17/28, Callable 10/15/26 @ 100 (a)
   

1,000

     

1,002

   
PenFed Auto Receivables Owner Trust, Series 2022-A, Class A4, 4.18%, 12/15/28,
Callable 3/15/26 @ 100 (a)
   

1,000

     

989

   
PenFed Auto Receivables Owner Trust, Series 2022-A, Class C, 4.83%, 12/15/28,
Callable 3/15/26 @ 100 (a)
   

1,333

     

1,320

   
PenFed Auto Receivables Owner Trust, Series 2022-A, Class B, 4.60%, 12/15/28,
Callable 3/15/26 @ 100 (a)
   

1,549

     

1,530

   
PenFed Auto Receivables Owner Trust, Series 2022-A, Class D, 5.85%, 6/17/30,
Callable 3/15/26 @ 100 (a)
   

912

     

902

   
Prestige Auto Receivables Trust, Series 2018-1A, Class D, 4.14%, 10/15/24,
Callable 3/15/23 @ 100 (a)
   

1,778

     

1,775

   
Prestige Auto Receivables Trust, Series 2020-1A, Class C, 1.31%, 11/16/26,
Callable 11/15/23 @ 100 (a)
   

2,440

     

2,423

   
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25,
Callable 5/15/23 @ 100 (a)
   

5,000

     

4,968

   

Progress Residential Trust, Series 2021-SFR5, Class B, 1.66%, 7/17/38 (a)

   

2,400

     

2,119

   

Progress Residential Trust, Series 2021-SFR4, Class B, 1.81%, 5/17/38 (a)

   

4,500

     

4,019

   

Progress Residential Trust, Series 2021-SFR5, Class C, 1.81%, 7/17/38 (a)

   

1,500

     

1,314

   
Progress Residential Trust, Series 2021-SFR2, Class B, 1.80%, 4/19/38,
Callable 4/17/24 @ 100 (a)
   

6,850

     

6,084

   
Progress Residential Trust, Series 2021-SFR6, Class B, 1.75%, 7/17/38,
Callable 7/17/26 @ 100 (a)
   

2,813

     

2,451

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class B,
6.45%, 12/15/32, Callable 11/15/26 @ 100 (a)
 

$

958

   

$

958

   
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class C,
6.99%, 12/15/32, Callable 11/15/26 @ 100 (a)
   

2,874

     

2,875

   
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class D,
8.20%, 12/15/32, Callable 11/15/26 @ 100 (a)
   

2,812

     

2,813

   
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class D,
6.79%, 8/16/32, Callable 2/15/26 @ 100 (a)
   

1,621

     

1,607

   
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class E,
8.68%, 8/16/32, Callable 2/15/26 @ 100 (a)
   

1,499

     

1,472

   
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B,
5.28%, 5/15/32, Callable 11/15/25 @ 100 (a)
   

2,699

     

2,636

   
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class C,
7.38%, 5/15/32, Callable 11/15/25 @ 100 (a)
   

3,373

     

3,297

   
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C,
5.92%, 8/16/32, Callable 2/15/26 @ 100 (a)
   

1,497

     

1,488

   
Santander Bank NA, Series 2021-1A, Class C, 3.27%, 12/15/31,
Callable 7/15/25 @ 100 (a)
   

373

     

361

   
Santander Bank NA, Series 2021-1A, Class B, 1.83%, 12/15/31,
Callable 7/15/25 @ 100 (a)
   

1,478

     

1,429

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C,
1.29%, 4/15/26, Callable 4/15/25 @ 100 (a)
   

7,400

     

7,112

   
Santander Retail Auto Lease Trust, Series 2021-C, Class B, 0.83%, 3/20/26,
Callable 6/20/24 @ 100 (a)
   

1,750

     

1,655

   
Santander Retail Auto Lease Trust, Series 2021-C, Class C, 1.11%, 3/20/26,
Callable 6/20/24 @ 100 (a)
   

2,188

     

2,056

   
Santander Retail Auto Lease Trust, Series 2021-B, Class B, 0.84%, 6/20/25,
Callable 4/20/24 @ 100 (a)
   

5,000

     

4,747

   
Santander Retail Auto Lease Trust, Series 2020-B, Class C, 1.18%, 12/20/24,
Callable 2/20/24 @ 100 (a)
   

4,000

     

3,830

   
SCF Equipment Leasing LLC, Series 2022-2A, Class B, 6.50%, 2/20/32,
Callable 10/20/29 @ 100 (a)
   

429

     

438

   
SCF Equipment Leasing LLC, Series 2022-2A, Class C, 6.50%, 8/20/32,
Callable 10/20/29 @ 100 (a)
   

785

     

794

   
SCF Equipment Leasing LLC, Series 2022-2A, Class D, 6.50%, 10/20/32,
Callable 10/20/29 @ 100 (a)
   

1,319

     

1,261

   
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27,
Callable 9/20/24 @ 100 (a)
   

3,489

     

3,418

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 9/20/24 @ 100 (a)
   

3,824

     

3,655

   
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28,
Callable 9/20/24 @ 100 (a)
   

2,900

     

2,692

   
SCF Equipment Leasing LLC, Series 2019-2, Class B, 2.76%, 8/20/26,
Callable 11/20/24 @ 100 (a)
   

2,000

     

1,934

   
Securitized Term Auto Receivables Trust, Series 2019-CRTA, Class B,
2.45%, 3/25/26, Callable 4/25/23 @ 100 (a)
   

214

     

213

   
Securitized Term Auto Receivables Trust, Series 2019-CRTA, Class C,
2.85%, 3/25/26, Callable 4/25/23 @ 100 (a)
   

306

     

304

   
Sierra Timeshare Receivables Funding LLC, Series 1A, Class A, 3.20%, 1/20/36,
Callable 12/20/23 @ 100 (a)
   

1,190

     

1,140

   
Sierra Timeshare Receivables Funding LLC, Series 3A, Class A, 2.34%, 8/20/36,
Callable 6/20/24 @ 100 (a)
   

2,432

     

2,336

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Synchrony Card Funding LLC, Series 2022-A1, Class A, 3.37%, 4/15/28,
Callable 4/15/25 @ 100
 

$

880

   

$

857

   

Synchrony Credit Card Master Note Trust, Series 2018-2, Class B, 3.67%, 5/15/26

   

510

     

508

   

Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26

   

5,000

     

4,976

   
Tesla Auto Lease Trust, Series 2020-A, Class B, 1.18%, 1/22/24,
Callable 3/20/23 @ 100 (a)
   

2,750

     

2,744

   
Transportation Finance Equipment Trust, Series 2019-1, Class A4,
1.88%, 3/25/24, Callable 5/23/23 @ 100 (a)
   

1,507

     

1,497

   
Tricolor Auto Securitization Trust, Series 2021-1A, Class B, 1.00%, 6/17/24,
Callable 5/15/24 @ 100 (a)
   

2,176

     

2,172

   

Tricon Residential Trust, Series 2022-SFR1, Class B, 4.20%, 4/17/39 (a)

   

1,000

     

949

   
Trinity Rail Leasing LLC, Series 2019-2A, Class A1, 2.39%, 10/18/49,
Callable 2/17/23 @ 100 (a)
   

1,355

     

1,266

   
Unify Auto Receivables Trust, Series 2021-1A, Class B, 1.29%, 11/16/26,
Callable 1/15/25 @ 100 (a)
   

3,000

     

2,809

   
Unify Auto Receivables Trust, Series 2021-1A, Class A4, 0.98%, 7/15/26,
Callable 1/15/25 @ 100 (a)
   

3,000

     

2,876

   
United Auto Credit Securitization Trust, Series 2023-1, Class C, 6.28%, 7/10/28,
Callable 2/10/27 @ 100 (a)
   

4,000

     

3,996

   
Vantage Data Centers LLC, Series 2020-1A, Class A2, 1.65%, 9/15/45,
Callable 9/15/23 @ 100 (a)
   

6,500

     

5,807

   
Volvo Financial Equipment LLC, Series 2020-1A, Class A4, 0.60%, 3/15/28,
Callable 6/15/24 @ 100 (a)
   

1,750

     

1,656

   
VSE VOI Mortgage LLC, Series 2017-A, Class B, 2.63%, 3/20/35,
Callable 1/20/24 @ 100 (a)
   

2,034

     

1,904

   
Westlake Automobile Receivables Trust, Series 2022-3A, Class C,
6.44%, 12/15/27, Callable 7/15/26 @ 100 (a)
   

2,000

     

2,035

   
Westlake Automobile Receivables Trust, Series 2019-2A, Class E,
4.02%, 4/15/25, Callable 5/15/23 @ 100 (a)
   

4,000

     

3,979

   
Westlake Automobile Receivables Trust, Series 2020-1A, Class C,
2.52%, 4/15/25, Callable 12/15/23 @ 100 (a)
   

1,305

     

1,301

   
Westlake Automobile Receivables Trust, Series 2021-3A, Class D,
2.12%, 1/15/27, Callable 5/15/25 @ 100 (a)
   

1,000

     

918

   
Westlake Automobile Receivables Trust, Series 2022-2A, Class C,
4.85%, 9/15/27, Callable 12/15/25 @ 100 (a)
   

1,429

     

1,401

   
Westlake Automobile Receivables Trust, Series 2022-2A, Class B,
4.31%, 9/15/27, Callable 12/15/25 @ 100 (a)
   

800

     

784

   
Westlake Automobile Receivables Trust, Series 2023-1A, Class B,
5.41%, 1/18/28, Callable 2/15/26 @ 100 (a)
   

1,000

     

1,001

   
Wheels Fleet Lease Funding 1 LLC, Series 2022-1A, Class A, 2.47%, 10/18/36,
Callable 9/18/24 @ 100 (a)
   

1,672

     

1,632

   
Wheels SPV 2 LLC, Series 2020-1A, Class A3, 0.62%, 8/20/29,
Callable 3/20/24 @ 100 (a)
   

3,250

     

3,121

   
World Omni Automobile Lease Securitization Trust, Series 2022-A, Class A4,
3.34%, 6/15/27
   

1,500

     

1,468

   
World Omni Select Auto Trust, Series 2021-A, Class D, 1.44%, 11/15/27,
Callable 3/15/25 @ 100
   

2,750

     

2,490

   
World Omni Select Auto Trust, Series 2020-A, Class B, 0.84%, 6/15/26,
Callable 7/15/24 @ 100
   

5,750

     

5,576

   

Total Asset-Backed Securities (Cost $728,979)

   

697,046

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Collateralized Mortgage Obligations (7.1%)

 
Annisa CLO Ltd., Series 2016-2, Class AR, 5.91% (LIBOR03M+110bps), 7/20/31,
Callable 4/20/29 @ 100 (a) (b)
 

$

3,000

   

$

2,973

   

Aventura Mall Trust, Series 2018-AVM, Class C, 4.11%, 7/5/40 (a) (c)

   

2,000

     

1,759

   
BBCMS Mortgage Trust, Series 2020-BID, Class B, 7.00% (LIBOR01M+254bps),
10/15/37 (a) (b)
   

5,000

     

4,837

   
BBCMS Mortgage Trust, Series 2020-BID, Class A, 6.60% (LIBOR01M+214bps),
10/15/37 (a) (b)
   

3,000

     

2,929

   

BPR Trust, Series 2021-TY, Class A, 5.51% (LIBOR01M+105bps), 9/15/38 (a) (b)

   

3,731

     

3,567

   

BPR Trust, Series 2021-TY, Class D, 6.81% (LIBOR01M+235bps), 9/15/38 (a) (b)

   

1,313

     

1,234

   

BPR Trust, Series 2021-TY, Class C, 6.16% (LIBOR01M+170bps), 9/15/38 (a) (b)

   

2,712

     

2,547

   

BPR Trust, Series 2022-OANA, Class B, 6.93% (TSFR1M+245bps), 4/15/37 (a) (b)

   

3,000

     

2,947

   

BPR Trust, Series 2022-STAR, Class A, 7.71% (TSFR1M+323bps), 8/15/24 (a) (b)

   

1,000

     

997

   

BPR Trust, Series 2021-TY, Class B, 5.61% (LIBOR01M+115bps), 9/15/38 (a) (b)

   

750

     

704

   
BX Commercial Mortgage Trust, Series 2021-VOLT, Class B,
5.41% (LIBOR01M+85bps), 9/15/36 (a) (b)
   

2,500

     

2,411

   
BX Commercial Mortgage Trust, Series 2019-XL, Class C,
5.84% (LIBOR01M+125bps), 10/15/36 (a) (b)
   

566

     

559

   
BX Commercial Mortgage Trust, Series 2019-XL, Class D,
6.04% (LIBOR01M+145bps), 10/15/36 (a) (b)
   

2,601

     

2,551

   

BX Trust, Series 2022-CLS, Class B, 6.30%, 10/13/27 (a)

   

2,750

     

2,728

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class B,
4.38%, 1/10/36 (a)
   

7,600

     

7,439

   
Columbia Cent CLO 32 Ltd., Series 2022-32A, Class BF, 5.20%, 7/24/34,
Callable 7/24/29 @ 100 (a)
   

1,000

     

924

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.29%, 7/10/50,
Callable 6/10/25 @ 100 (c)
   

3,366

     

3,159

   
COMM Mortgage Trust, Series 2012-CR4, Class XA, 1.23%, 10/15/45,
Callable 2/15/23 @ 100 (c) (d)
   

13,056

     

1

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (a) (c)
   

14,610

     

13,975

   
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50,
Callable 6/10/25 @ 100 (c)
   

6,550

     

6,307

   
COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 2/10/37,
Callable 2/10/25 @ 100 (a)
   

5,620

     

5,251

   
COMM Mortgage Trust, Series 2020-CBM, Class B, 3.10%, 2/10/37,
Callable 2/10/25 @ 100 (a)
   

5,000

     

4,627

   
COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 2/10/37,
Callable 2/10/25 @ 100 (a)
   

6,875

     

6,309

   
Credit Suisse Mortgage Capital Certificates, Series 2021-980M, Class A,
2.39%, 7/15/31 (a)
   

2,500

     

2,172

   
Extended Stay America Trust, Series 2021-ESH, Class A,
5.54% (LIBOR01M+108bps), 7/15/38 (a) (b)
   

1,952

     

1,919

   
Extended Stay America Trust, Series 2021-ESH, Class C,
6.16% (LIBOR01M+170bps), 7/15/38 (a) (b)
   

2,440

     

2,384

   
Extended Stay America Trust, Series 2021-ESH, Class B,
5.84% (LIBOR01M+138bps), 7/15/38 (a) (b)
   

759

     

742

   
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.50%, 12/25/49,
Callable 12/25/23 @ 100 (a) (c)
   

4,935

     

4,829

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
GS Mortgage Securities Corp. Trust, Series 2017-SLP, Class A,
3.42%, 10/10/32 (a)
 

$

1,028

   

$

991

   
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A,
2.86%, 5/10/34 (a)
   

13,530

     

12,882

   
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class A,
2.75%, 2/10/37, Callable 2/10/25 @ 100 (a)
   

2,000

     

1,852

   

Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)

   

11,824

     

10,996

   
Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38,
Callable 8/10/26 @ 100 (a)
   

2,000

     

1,815

   
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C13,
Class B, 4.12%, 1/15/46, Callable 7/15/23 @ 100 (c)
   

4,212

     

4,160

   
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C10,
Class AS, 3.37%, 12/15/47
   

1,748

     

1,739

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C10,
Class B, 3.67%, 12/15/47 (c)
   

4,550

     

4,486

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C13,
Class C, 4.12%, 1/15/46, Callable 7/15/23 @ 100 (c)
   

1,132

     

1,111

   
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 5.41% (LIBOR01M+95bps),
5/15/36 (a) (b)
   

2,000

     

1,978

   
Life Mortgage Trust, Series 2021-BMR, Class B, 5.34% (LIBOR01M+88bps),
3/15/38 (a) (b)
   

2,949

     

2,856

   
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B,
5.76% (LIBOR01M+130bps), 12/15/36 (a) (b)
   

3,846

     

3,525

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A1,
5.48% (LIBOR03M+80bps), 2/20/28, Callable 2/20/23 @ 100 (a) (b)
   

1,369

     

1,363

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class A2,
6.03% (LIBOR03M+135bps), 2/20/28, Callable 2/20/23 @ 100 (a) (b)
   

4,600

     

4,553

   
Palmer Square Loan Funding Ltd., Series 2021-1A, Class A1, 5
.71% (LIBOR03M+90bps), 4/20/29, Callable 4/20/23 @ 100 (a) (b)
   

803

     

797

   
Race Point CLO Ltd., Series 2016-10A, Class A1R,
5.92% (LIBOR03M+110bps), 7/25/31, Callable 1/25/29 @ 100 (a) (b)
   

4,437

     

4,377

   
Sequoia Mortgage Trust, Series 2013-5, Class A2,
3.00%, 5/25/43, Callable 6/25/24 @ 100 (a) (c)
   

597

     

540

   
SREIT Trust, Series 2021-MFP2, Class C,
5.83% (US0001M+137bps), 11/15/36 (a) (b)
   

2,000

     

1,929

   
SREIT Trust, Series 2021-MFP2, Class B,
5.63% (LIBOR01M+117bps), 11/15/36 (a) (b)
   

2,000

     

1,940

   
Stratus CLO Ltd., Series 2021-3A, Class A, 5.76% (LIBOR03M+95bps), 12/29/29,
Callable 4/20/27 @ 100 (a) (b)
   

1,720

     

1,705

   
Stratus CLO Ltd., Series 2021-3A, Class B, 6.36% (LIBOR03M+155bps), 12/29/29,
Callable 4/20/27 @ 100 (a) (b)
   

1,643

     

1,602

   

TTAN, Series 2021-MHC, Class C, 5.81% (LIBOR01M+140bps), 3/15/38 (a) (b)

   

2,958

     

2,877

   

TTAN, Series 2021-MHC, Class D, 6.21% (LIBOR01M+180bps), 3/15/38 (a) (b)

   

1,183

     

1,145

   

TTAN, Series 2021-MHC, Class B, 5.56% (LIBOR01M+115bps), 3/15/38 (a) (b)

   

2,197

     

2,142

   
WFRBS Commercial Mortgage Trust, Series 2013-C12, Class B, 3.86%, 3/15/48,
Callable 3/15/23 @ 100 (c)
   

2,000

     

1,990

   

Total Collateralized Mortgage Obligations (Cost $176,892)

   

168,132

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Preferred Stocks (0.2%)

 

Financials (0.2%):

 

Citigroup Capital XIII, 11.17% (LIBOR03M+637bps), 10/30/40 (b)

   

200,000

   

$

5,744

   

Total Preferred Stocks (Cost $5,470)

   

5,744

   

Senior Secured Loans (0.7%)

 

Celanese US Holdings LLC, Delayed Term Loan, First Lien, 10/31/23 (e)

 

$

4,000

     

3,990

   

Delos Finance S.A.R.L., Loans, First Lien, 6.48% (LIBOR03M+175bps), 10/6/23 (b)

   

10,000

     

9,997

   
Delta Air Lines, Inc. and SkyMiles IP Ltd., Initial Term Loan, First Lien,
8.56% (LIBOR03M+375bps), 10/20/27 (b)
   

1,425

     

1,472

   

Total Senior Secured Loans (Cost $15,458)

   

15,459

   

Corporate Bonds (40.1%)

 

Communication Services (0.8%):

 

Endeavor Energy Resources LP, 5.75%, 1/30/28, Callable 3/13/23 @ 102.88 (a)

   

1,000

     

988

   

Magallanes, Inc., 3.64%, 3/15/25 (a)

   

4,000

     

3,858

   

Sprint Corp., 7.88%, 9/15/23

   

4,000

     

4,059

   
Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC,
4.74%, 3/20/25, Callable 3/20/24 @ 100 (a)
   

5,821

     

5,770

   

TEGNA, Inc., 4.75%, 3/15/26, Callable 3/15/23 @ 102.38 (a)

   

3,000

     

2,914

   

T-Mobile USA, Inc., 4.75%, 2/1/28, Callable 2/21/23 @ 102.38

   

2,641

     

2,623

   
     

20,212

   

Consumer Discretionary (2.9%):

 
Association of American Medical Colleges
2.27%, 10/1/25
   

4,145

     

3,809

   

2.39%, 10/1/26

   

4,275

     

3,828

   

BMW US Capital LLC, 3.25%, 4/1/25 (a) (f)

   

2,000

     

1,944

   

Duke University Health System, Inc., 2.26%, 6/1/26

   

700

     

639

   

Expedia Group, Inc., 6.25%, 5/1/25, Callable 2/1/25 @ 100 (a)

   

5,000

     

5,087

   
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26,
Callable 1/15/26 @ 100 (a)
   

2,300

     

2,056

   
Howard University
2.80%, 10/1/23
   

1,000

     

972

   

2.42%, 10/1/24

   

1,350

     

1,267

   

Lithia Motors, Inc., 4.63%, 12/15/27, Callable 3/13/23 @ 103.47 (a)

   

5,718

     

5,320

   

Murphy Oil USA, Inc., 5.63%, 5/1/27, Callable 3/13/23 @ 102.81

   

4,970

     

4,880

   

Newell Brands, Inc., 4.45%, 4/1/26, Callable 1/1/26 @ 100

   

1,800

     

1,710

   

Nissan Motor Acceptance Co. LLC, 2.00%, 3/9/26, Callable 2/9/26 @ 100 (a)

   

6,717

     

5,955

   

Nordstrom, Inc., 2.30%, 4/8/24, Callable 2/27/23 @ 100

   

10,000

     

9,484

   

QVC, Inc., 4.45%, 2/15/25, Callable 11/15/24 @ 100

   

10,450

     

8,910

   

Smithsonian Institution, 0.97%, 9/1/23

   

1,400

     

1,366

   
Toll Brothers Finance Corp.
4.38%, 4/15/23, Callable 3/13/23 @ 100
   

5,169

     

5,154

   

4.88%, 3/15/27, Callable 12/15/26 @ 100

   

250

     

244

   

Volkswagen Group of America Finance LLC, 3.13%, 5/12/23 (a)

   

5,000

     

4,974

   
     

67,599

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Consumer Staples (1.1%):

 

7-Eleven, Inc., 0.80%, 2/10/24, Callable 3/13/23 @ 100 (a)

 

$

5,000

   

$

4,782

   

Central Garden & Pet Co., 5.13%, 2/1/28, Callable 3/13/23 @ 102.56 (f)

   

3,000

     

2,858

   

Darling Ingredients, Inc., 5.25%, 4/15/27, Callable 2/21/23 @ 102.63 (a)

   

6,885

     

6,714

   
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., 6.50%, 4/15/29,
Callable 4/15/24 @ 103.25 (a)
   

1,643

     

1,654

   
Walmart, Inc.
2.85%, 7/8/24, Callable 6/8/24 @ 100
   

5,000

     

4,893

   

3.55%, 6/26/25, Callable 4/26/25 @ 100

   

5,000

     

4,941

   
     

25,842

   

Energy (8.0%):

 

Buckeye Partners LP, 4.15%, 7/1/23, Callable 4/1/23 @ 100

   

4,250

     

4,212

   
Continental Resources, Inc.
4.50%, 4/15/23, Callable 3/13/23 @ 100
   

6,482

     

6,465

   

3.80%, 6/1/24, Callable 3/1/24 @ 100

   

9,171

     

8,994

   
DCP Midstream Operating LP
3.88%, 3/15/23, Callable 3/13/23 @ 100
   

4,814

     

4,805

   

5.38%, 7/15/25, Callable 4/15/25 @ 100

   

3,000

     

3,000

   

5.85% (LIBOR03M+385bps), 5/21/43, Callable 5/21/23 @ 100 (a) (b) (f)

   

3,500

     

3,461

   

Devon Energy Corp., 5.25%, 10/15/27, Callable 2/21/23 @ 102.63

   

13,330

     

13,418

   

Enable Midstream Partners LP, 3.90%, 5/15/24, Callable 2/15/24 @ 100

   

10,000

     

9,830

   
Energy Transfer LP
6.75%, Callable 5/15/25 @ 100 (g)
   

333

     

314

   

7.13% (H15T5Y+531bps), Callable 5/15/30 @ 100 (b) (g)

   

2,300

     

2,091

   

6.50% (H15T5Y+569bps), Callable 11/15/26 @ 100 (b) (f) (g)

   

1,567

     

1,477

   

4.90%, 2/1/24, Callable 11/1/23 @ 100

   

5,326

     

5,306

   

Exxon Mobil Corp., 2.99%, 3/19/25, Callable 2/19/25 @ 100

   

5,000

     

4,864

   
Gray Oak Pipeline LLC
2.00%, 9/15/23 (a)
   

8,334

     

8,131

   

2.60%, 10/15/25, Callable 9/15/25 @ 100 (a)

   

1,171

     

1,073

   
HF Sinclair Corp.
2.63%, 10/1/23 (f)
   

3,803

     

3,730

   

5.88%, 4/1/26, Callable 1/1/26 @ 100

   

6,990

     

7,047

   

Laredo Petroleum, Inc., 9.50%, 1/15/25, Callable 3/13/23 @ 102.38

   

5,000

     

5,045

   

Midwest Connector Capital Co. LLC, 3.90%, 4/1/24, Callable 3/1/24 @ 100 (a)

   

12,200

     

11,916

   

MPLX LP, 6.88% (LIBOR03M+465bps), Callable 2/15/23 @ 100 (b) (g)

   

9,850

     

9,845

   

Murphy Oil Corp., 5.88%, 12/1/27, Callable 3/13/23 @ 102.94

   

8,000

     

7,888

   

Ovintiv Exploration, Inc., 5.38%, 1/1/26, Callable 10/1/25 @ 100

   

5,272

     

5,307

   
Parsley Energy LLC/Parsley Finance Corp., 4.13%, 2/15/28,
Callable 3/13/23 @ 102.06 (a)
   

8,699

     

8,324

   
PBF Holding Co. LLC/PBF Finance Corp., 7.25%, 6/15/25,
Callable 3/13/23 @ 101.81
   

2,270

     

2,262

   
PDC Energy, Inc.
6.13%, 9/15/24, Callable 3/13/23 @ 100
   

2,498

     

2,485

   

5.75%, 5/15/26, Callable 3/13/23 @ 102.88

   

4,002

     

3,870

   

SM Energy Co., 5.63%, 6/1/25, Callable 3/13/23 @ 100.94

   

5,000

     

4,902

   

Southwestern Energy Co., 5.70%, 1/23/25, Callable 10/23/24 @ 100

   

4,829

     

4,791

   

Talos Production, Inc., 12.00%, 1/15/26, Callable 2/27/23 @ 106

   

2,000

     

2,121

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.,
6.50%, 7/15/27, Callable 3/13/23 @ 104.88
   

7,772

     

7,947

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Transocean Proteus Ltd., 6.25%, 12/1/24, Callable 2/16/23 @ 101.04 (a)

 

$

1,676

   

$

1,693

   

Viper Energy Partners LP, 5.38%, 11/1/27, Callable 3/13/23 @ 102.69 (a)

   

6,350

     

6,148

   

Western Midstream Operating LP, 3.35%, 2/1/25, Callable 1/1/25 @ 100

   

11,953

     

11,412

   

WPX Energy, Inc., 8.25%, 8/1/23, Callable 6/1/23 @ 100

   

5,263

     

5,324

   
     

189,498

   

Financials (15.6%):

 

Ally Financial, Inc., 7.10%, 11/15/27, Callable 10/15/27 @ 100 (f)

   

3,111

     

3,283

   

AmTrust Financial Services, Inc., 6.13%, 8/15/23

   

14,342

     

14,301

   
Antares Holdings LP
6.00%, 8/15/23, Callable 7/15/23 @ 100 (a)
   

3,500

     

3,490

   

8.50%, 5/18/25, Callable 4/18/25 @ 100 (a)

   

2,265

     

2,311

   
Ares Capital Corp.
3.50%, 2/10/23 (f)
   

2,309

     

2,308

   

3.25%, 7/15/25, Callable 6/15/25 @ 100

   

5,000

     

4,707

   

Assurant, Inc., 4.20%, 9/27/23, Callable 8/27/23 @ 100

   

3,800

     

3,770

   

Athene Global Funding, 1.20%, 10/13/23 (a)

   

5,000

     

4,857

   

Aviation Capital Group LLC, 5.50%, 12/15/24, Callable 11/15/24 @ 100 (a)

   

7,495

     

7,434

   
Blackstone Private Credit Fund
1.75%, 9/15/24
   

3,500

     

3,268

   

2.35%, 11/22/24

   

5,000

     

4,685

   

4.70%, 3/24/25 (f)

   

2,000

     

1,941

   

7.05%, 9/29/25 (a)

   

4,000

     

4,057

   

2.63%, 12/15/26, Callable 11/15/26 @ 100

   

2,308

     

1,985

   
Cadence Bancorp, 4.75% (LIBOR03M+303bps), 6/30/29,
Callable 6/30/24 @ 100 (b)
   

10,000

     

9,797

   
Cadence Bank, 4.13% (LIBOR03M+247bps), 11/20/29,
Callable 11/20/24 @ 100 (b)
   

11,196

     

10,685

   

Capital One Financial Corp., 5.47%, 2/1/29, Callable 2/1/28 @ 100

   

2,000

     

2,012

   

CIT Group, Inc., 4.13% (H15T5Y+237bps), 11/13/29, Callable 11/13/24 @ 100 (b)

   

1,000

     

943

   

DAE Funding LLC, 1.55%, 8/1/24, Callable 7/1/24 @ 100 (a)

   

1,250

     

1,180

   

Entergy Texas Restoration Funding II LLC, 3.05%, 12/15/27

   

1,170

     

1,119

   

F&G Global Funding, 5.15%, 7/7/25 (a)

   

2,000

     

1,971

   

Fifth Third Bancorp, 4.50%, Callable 9/30/25 @ 100 (f) (g)

   

2,000

     

1,936

   
First Citizens BancShares, Inc., 3.37% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (b)
   

10,871

     

10,300

   

First Financial Bancorp, 5.13%, 8/25/25

   

9,000

     

8,709

   

First Horizon National Corp., 3.55%, 5/26/23, Callable 4/26/23 @ 100

   

5,000

     

4,970

   

FNB Corp., 2.20%, 2/24/23

   

9,994

     

9,956

   
Ford Motor Credit Co. LLC
3.38%, 11/13/25, Callable 10/13/25 @ 100
   

3,000

     

2,794

   

6.95%, 3/6/26, Callable 2/6/26 @ 100

   

3,000

     

3,068

   
FS KKR Capital Corp.
4.63%, 7/15/24, Callable 6/15/24 @ 100 (f)
   

2,250

     

2,211

   

1.65%, 10/12/24

   

2,119

     

1,965

   

4.25%, 2/14/25, Callable 1/14/25 @ 100 (a)

   

5,600

     

5,299

   

3.40%, 1/15/26, Callable 12/15/25 @ 100

   

4,000

     

3,655

   
Fulton Financial Corp., 3.25% (SOFR+230bps), 3/15/30,
Callable 3/15/25 @ 100 (b)
   

9,318

     

8,880

   

GA Global Funding Trust, 1.63%, 1/15/26 (a)

   

2,500

     

2,258

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Hilltop Holdings, Inc.
5.00%, 4/15/25, Callable 1/15/25 @ 100
 

$

5,000

   

$

4,841

   

5.75% (SOFR+568bps), 5/15/30, Callable 5/15/25 @ 100 (b)

   

5,000

     

4,986

   

Luther Burbank Corp., 6.50%, 9/30/24, Callable 8/31/24 @ 100 (a) (f)

   

2,500

     

2,507

   
Main Street Capital Corp.
5.20%, 5/1/24
   

11,700

     

11,642

   

3.00%, 7/14/26, Callable 6/14/26 @ 100

   

3,500

     

3,084

   
MB Financial Bank NA, 6.63% (LIBOR03M+187bps), 12/1/27,
Callable 3/1/23 @ 100 (b)
   

3,000

     

2,998

   

Mobr-04 LLC (LOC — Compass Bank), 5.28%, 9/1/24 (h)

   

2,900

     

2,900

   

National General Holdings Corp., 6.75%, 5/15/24 (a)

   

4,000

     

4,140

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

8,242

     

8,127

   
OneMain Finance Corp.
5.63%, 3/15/23
   

1,000

     

999

   

8.25%, 10/1/23

   

2,555

     

2,593

   
OWL Rock Core Income Corp.
5.50%, 3/21/25 (a)
   

3,000

     

2,929

   

5.50%, 3/21/25

   

2,000

     

1,952

   

7.75%, 9/16/27, Callable 8/16/27 @ 100 (a)

   

2,677

     

2,696

   

PRA Group, Inc., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)

   

3,167

     

3,184

   

ProAssurance Corp., 5.30%, 11/15/23

   

14,000

     

13,925

   
Prudential Financial, Inc., 5.63% (LIBOR03M+392bps), 6/15/43,
Callable 6/15/23 @ 100 (b)
   

11,014

     

10,950

   
Radian Group, Inc.
4.50%, 10/1/24, Callable 7/1/24 @ 100
   

6,349

     

6,164

   

6.63%, 3/15/25, Callable 9/15/24 @ 100

   

2,744

     

2,748

   
Regions Financial Corp., 5.75% (H15T5Y+543bps),
Callable 6/15/25 @ 100 (b) (f) (g)
   

7,786

     

7,721

   

Reliance Standard Life Global Funding II, 3.85%, 9/19/23 (a)

   

5,000

     

4,947

   

RLI Corp., 4.88%, 9/15/23

   

3,000

     

2,991

   

SCE Recovery Funding LLC, 0.86%, 11/15/31

   

8,663

     

7,384

   

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

   

11,650

     

10,979

   

Starwood Property Trust, Inc., 3.63%, 7/15/26, Callable 1/15/26 @ 100 (a)

   

1,500

     

1,346

   

Sterling Bancorp, 4.00% (SOFR+253bps), 12/30/29, Callable 12/30/24 @ 100 (b)

   

8,750

     

8,200

   

Stewart Information Services Corp., 3.60%, 11/15/31, Callable 8/15/31 @ 100

   

1,291

     

1,024

   

Synchrony Bank, 5.40%, 8/22/25, Callable 7/22/25 @ 100

   

3,000

     

2,987

   
Synchrony Financial
4.88%, 6/13/25, Callable 5/13/25 @ 100
   

2,000

     

1,962

   

3.95%, 12/1/27, Callable 9/1/27 @ 100

   

2,000

     

1,850

   
Synovus Financial Corp., 5.90% (USSW5+338bps), 2/7/29,
Callable 2/7/24 @ 100 (b)
   

6,188

     

6,129

   
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31,
Callable 5/6/26 @ 100 (b)
   

6,000

     

5,454

   
The Bank of New York Mellon Corp., 4.70% (H15T5Y+436bps),
Callable 9/20/25 @ 100 (b) (g)
   

4,000

     

3,914

   
The Huntington National Bank, 5.50% (LIBOR03M+509bps), 5/6/30,
Callable 5/6/25 @ 100 (b)
   

13,590

     

13,281

   
TIAA FSB Holdings, Inc., 9.47% (LIBOR03M+470bps), 3/15/26,
Callable 3/13/23 @ 100 (b)
   

5,718

     

5,719

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Toyota Motor Credit Corp., 4.80%, 1/10/25

 

$

2,000

   

$

2,007

   
Truist Financial Corp.
4.95% (H15T5Y+461bps), Callable 9/1/25 @ 100 (b) (g)
   

8,000

     

7,921

   

4.25%, 9/30/24

   

1,955

     

1,918

   
UMB Financial Corp., 3.70% (H15T5Y+344bps), 9/17/30,
Callable 9/17/25 @ 100 (b)
   

6,500

     

5,973

   

United Financial Bancorp, Inc., 5.75%, 10/1/24

   

8,120

     

7,885

   
WEA Finance LLC/Westfield UK & Europe Finance PLC, 3.75%, 9/17/24,
Callable 6/17/24 @ 100 (a)
   

1,058

     

1,009

   

Webster Financial Corp., 4.38%, 2/15/24, Callable 1/16/24 @ 100

   

5,500

     

5,393

   
     

367,464

   

Health Care (0.6%):

 

CommonSpirit Health, 6.07%, 11/1/27, Callable 8/1/27 @ 100

   

2,500

     

2,609

   

HCA, Inc., 7.50%, 12/15/23

   

2,131

     

2,163

   

Hikma Finance USA LLC, 3.25%, 7/9/25

   

10,000

     

9,394

   
     

14,166

   

Industrials (3.8%):

 
American Airlines Pass Through Trust
4.40%, 9/22/23
   

5,706

     

5,585

   

4.38%, 6/15/24 (a)

   

3,910

     

3,676

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.50%, 4/20/26 (a)

   

5,000

     

4,903

   

Ashtead Capital, Inc., 4.38%, 8/15/27, Callable 2/27/23 @ 102.19 (a)

   

11,245

     

10,777

   

Continental Airlines Pass Through Trust, 4.00%, 10/29/24 (f)

   

8,768

     

8,421

   

Daimler Trucks Finance North America LLC, 3.50%, 4/7/25 (a)

   

3,000

     

2,907

   

Delta Air Lines Pass Through Trust, 2.00%, 6/10/28

   

4,253

     

3,707

   

Hexcel Corp., 4.95%, 8/15/25, Callable 5/15/25 @ 100

   

3,000

     

2,935

   

Huntington Ingalls Industries, Inc., 0.67%, 8/16/23, Callable 2/21/23 @ 100 (f)

   

2,500

     

2,439

   
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd.,
6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (a)
   

9,000

     

9,097

   
Regal Rexnord Corp.
6.05%, 2/15/26 (a)
   

3,000

     

3,045

   

6.05%, 4/15/28, Callable 3/15/28 @ 100 (a)

   

2,000

     

2,028

   

Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100

   

9,500

     

9,340

   

Spirit Airlines Pass Through Trust, 4.45%, 4/1/24

   

10,018

     

9,634

   

U.S. Airways Pass Through Trust, 3.95%, 11/15/25

   

3,142

     

2,922

   
United Airlines Pass Through Trust
4.15%, 4/11/24
   

4,523

     

4,409

   

4.88%, 1/15/26

   

744

     

722

   

XPO Escrow Sub LLC, 7.50%, 11/15/27, Callable 11/15/24 @ 103.75 (a)

   

2,100

     

2,158

   
     

88,705

   

Information Technology (0.6%):

 
Global Payments, Inc.
3.75%, 6/1/23, Callable 3/13/23 @ 100
   

1,401

     

1,393

   

1.50%, 11/15/24, Callable 10/15/24 @ 100

   

3,000

     

2,815

   
Skyworks Solutions, Inc.
0.90%, 6/1/23, Callable 2/27/23 @ 100
   

5,000

     

4,922

   

1.80%, 6/1/26, Callable 5/1/26 @ 100

   

5,000

     

4,463

   

Western Digital Corp., 4.75%, 2/15/26, Callable 11/15/25 @ 100

   

1,500

     

1,449

   
     

15,042

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Materials (2.2%):

 

Amcor Flexibles North America, Inc., 4.00%, 5/17/25, Callable 4/17/25 @ 100

 

$

1,000

   

$

979

   

Bayport Polymers LLC, 4.74%, 4/14/27, Callable 3/14/27 @ 100 (a)

   

3,000

     

2,832

   

Berry Global, Inc., 4.88%, 7/15/26, Callable 3/13/23 @ 102.44 (a)

   

13,784

     

13,420

   
Celanese US Holdings LLC
5.90%, 7/5/24
   

2,000

     

2,012

   

6.05%, 3/15/25 (f)

   

2,000

     

2,015

   

Cleveland-Cliffs, Inc., 6.75%, 3/15/26, Callable 3/13/23 @ 105.06 (a)

   

1,000

     

1,015

   
Freeport-McMoRan, Inc.
5.00%, 9/1/27, Callable 3/13/23 @ 102.5
   

8,808

     

8,735

   

4.38%, 8/1/28, Callable 8/1/23 @ 102.19

   

14,000

     

13,378

   

Glencore Funding LLC, 1.63%, 4/27/26, Callable 3/27/26 @ 100 (a)

   

5,000

     

4,507

   

Nucor Corp., 3.95%, 5/23/25

   

2,000

     

1,972

   

Steel Dynamics, Inc., 5.00%, 12/15/26, Callable 3/13/23 @ 101.67

   

1,000

     

992

   
     

51,857

   

Real Estate (3.5%):

 

Alexander Funding Trust, 1.84%, 11/15/23 (a)

   

11,745

     

11,326

   

American Tower Trust, 3.07%, 3/15/23, Callable 3/13/23 @ 100 (a)

   

3,760

     

3,744

   

Boston Properties LP, 6.75%, 12/1/27, Callable 11/1/27 @ 100

   

2,000

     

2,119

   

GLP Capital, LP GLP Financing II, Inc., 5.38%, 11/1/23

   

6,000

     

6,006

   

LXP Industrial Trust, 4.40%, 6/15/24, Callable 3/15/24 @ 100 (f)

   

4,000

     

3,914

   
MPT Operating Partnership LP/MPT Finance Corp., 5.00%, 10/15/27,
Callable 3/13/23 @ 102.5 (f)
   

21,401

     

18,096

   

Nationwide Health Properties, Inc., 6.90%, 10/1/37, (Put Date 10/1/27), MTN (i)

   

2,950

     

3,210

   

Newmark Group, Inc., 6.13%, 11/15/23, Callable 10/15/23 @ 100

   

14,000

     

14,037

   

Omega Healthcare Investors, Inc., 4.38%, 8/1/23, Callable 6/1/23 @ 100

   

1,472

     

1,464

   

Realty Income Corp., 5.05%, 1/13/26, Callable 1/13/24 @ 100

   

2,000

     

2,004

   
Retail Opportunity Investments Partnership LP, 5.00%, 12/15/23,
Callable 9/15/23 @ 100
   

2,200

     

2,180

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

6,923

     

6,544

   

1.88%, 1/15/26, Callable 1/15/25 @ 100 (a)

   

3,500

     

3,146

   

6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)

   

842

     

877

   
VICI Properties LP/VICI Note Co., Inc., 3.50%, 2/15/25,
Callable 3/13/23 @ 100.88 (a)
   

4,136

     

3,936

   
     

82,603

   

Utilities (1.0%):

 

National Fuel Gas Co., 5.50%, 1/15/26, Callable 12/15/25 @ 100

   

5,000

     

5,021

   

Sierra Pacific Power Co., 3.38%, 8/15/23, Callable 5/15/23 @ 100

   

4,299

     

4,262

   

System Energy Resources, Inc., 4.10%, 4/1/23, Callable 3/13/23 @ 100

   

3,630

     

3,624

   
Vistra Operations Co. LLC
3.55%, 7/15/24, Callable 6/15/24 @ 100 (a)
   

8,675

     

8,381

   

5.13%, 5/13/25 (a)

   

2,000

     

1,964

   
     

23,252

   

Total Corporate Bonds (Cost $981,176)

   

946,240

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Yankee Dollars (9.1%)

 

Communication Services (0.4%):

 

Bharti Airtel International Netherlands BV, 5.35%, 5/20/24 (a)

 

$

8,000

   

$

8,003

   

Consumer Discretionary (0.4%):

 

Nissan Motor Co. Ltd., 3.04%, 9/15/23 (a)

   

4,000

     

3,933

   

Stellantis NV, 5.25%, 4/15/23

   

6,352

     

6,348

   
     

10,281

   

Consumer Staples (0.2%):

 

Imperial Brands Finance PLC, 4.25%, 7/21/25, Callable 4/21/25 @ 100 (a)

   

1,075

     

1,048

   

Leviathan Bond Ltd., 5.75%, 6/30/23, Callable 3/30/23 @ 100 (a)

   

4,500

     

4,490

   
     

5,538

   

Energy (1.3%):

 

BP Capital Markets PLC, 4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (b) (g)

   

4,500

     

4,364

   
Galaxy Pipeline Assets Bidco Ltd.
1.75%, 9/30/27 (a)
   

2,030

     

1,886

   

2.16%, 3/31/34 (a) (f)

   

693

     

600

   

Harbour Energy PLC, 5.50%, 10/15/26, Callable 10/15/23 @ 102.75 (a)

   

5,396

     

4,965

   

Lundin Energy Finance BV, 2.00%, 7/15/26, Callable 6/15/26 @ 100 (a)

   

5,000

     

4,536

   

Petroleos Mexicanos, 8.63%, 12/1/23

   

1,500

     

1,514

   
Var Energi ASA
5.00%, 5/18/27, Callable 4/18/27 @ 100 (a)
   

3,000

     

2,893

   

7.50%, 1/15/28, Callable 12/15/27 @ 100 (a)

   

7,333

     

7,726

   

Woodside Finance Ltd., 3.65%, 3/5/25, Callable 12/5/24 @ 100 (a)

   

1,240

     

1,203

   
     

29,687

   

Financials (3.7%):

 
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.15%, 2/15/24,
Callable 1/15/24 @ 100
   

5,000

     

4,875

   
Avolon Holdings Funding Ltd.
2.88%, 2/15/25, Callable 1/15/25 @ 100 (a)
   

10,000

     

9,373

   

2.13%, 2/21/26, Callable 1/21/26 @ 100 (a)

   

4,250

     

3,797

   
Banco Santander Mexico SA Institucion de Banca Multiple Groupo Financiero
Santander, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (a) (b)
   

5,130

     

5,131

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

10,085

     

10,104

   
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero
Santander, 5.95% (H15T5Y+300bps), 10/1/28, Callable 10/1/23 @ 100 (b)
   

4,199

     

4,199

   

Barclays PLC, 7.33% (H15T1Y+305bps), 11/2/26, Callable 11/2/25 @ 100 (b)

   

2,000

     

2,100

   
BAT International Finance PLC
1.67%, 3/25/26, Callable 2/25/26 @ 100
   

6,000

     

5,416

   

4.45%, 3/16/28, Callable 2/16/28 @ 100

   

4,000

     

3,830

   

Federation des Caisses Desjardins du Quebec, 4.40%, 8/23/25 (a)

   

3,000

     

2,959

   

Lloyds Banking Group PLC, 4.58%, 12/10/25

   

1,000

     

979

   
NatWest Group PLC
6.10%, 6/10/23
   

1,640

     

1,637

   

7.47% (H15T1Y+285bps), 11/10/26, Callable 11/10/25 @ 100 (b)

   

3,000

     

3,174

   
Ontario Teachers' Cadillac Fairview Properties Trust, 3.88%, 3/20/27,
Callable 12/20/26 @ 100 (a)
   

2,000

     

1,869

   

ORIX Corp., 5.00%, 9/13/27 (f)

   

3,000

     

3,060

   

Phoenix Group Holdings PLC, 5.38%, 7/6/27, MTN

   

9,087

     

8,843

   

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Santander UK Group Holdings PLC, 6.53%, 1/10/29, Callable 1/10/28 @ 100

 

$

4,000

   

$

4,174

   

Standard Chartered PLC, 6.30%, 1/9/29, Callable 1/9/28 @ 100 (a)

   

2,000

     

2,083

   

VEON Holdings BV, 5.95%, 2/13/23

   

10,000

     

9,613

   
     

87,216

   

Industrials (1.3%):

 
Air Canada Pass Through Trust
5.00%, 12/15/23 (a)
   

787

     

762

   

4.13%, 5/15/25 (a)

   

12,895

     

11,935

   

Aircastle Ltd., 4.40%, 9/25/23, Callable 8/25/23 @ 100

   

5,000

     

4,960

   

Avolon Holdings Funding Ltd., 3.95%, 7/1/24, Callable 6/1/24 @ 100 (a)

   

5,000

     

4,849

   

The Weir Group PLC, 2.20%, 5/13/26, Callable 4/13/26 @ 100 (a)

   

10,000

     

8,949

   
     

31,455

   

Information Technology (0.3%):

 

Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)

   

4,677

     

4,794

   

SK Hynix, Inc., 6.25%, 1/17/26 (a)

   

3,000

     

3,036

   
     

7,830

   

Materials (1.4%):

 

Alcoa Nederland Holding BV, 5.50%, 12/15/27, Callable 6/15/23 @ 102.75 (a)

   

4,333

     

4,287

   

ArcelorMittal SA, 6.55%, 11/29/27, Callable 10/29/27 @ 100

   

3,500

     

3,653

   

OCI NV, 4.63%, 10/15/25, Callable 3/13/23 @ 102.31 (a)

   

6,740

     

6,566

   
POSCO
4.38%, 8/4/25 (a)
   

2,000

     

1,958

   

5.75%, 1/17/28 (a)

   

250

     

258

   
Syngenta Finance NV
4.44%, 4/24/23, Callable 3/24/23 @ 100 (a)
   

7,835

     

7,812

   

4.89%, 4/24/25, Callable 2/24/25 @ 100 (a)

   

5,839

     

5,735

   

West Fraser Timber Co. Ltd., 4.35%, 10/15/24, Callable 7/15/24 @ 100 (a)

   

2,000

     

1,958

   
     

32,227

   

Utilities (0.1%):

 

Enel SpA, 8.75% (USSW5+588bps), 9/24/73, Callable 9/24/23 @ 100 (a) (b)

   

2,000

     

2,020

   

Total Yankee Dollars (Cost $220,348)

   

214,257

   

Municipal Bonds (5.5%)

 

Alabama (0.1%):

 
The Water Works Board of The City of Birmingham Revenue
2.20%, 1/1/24
   

1,000

     

975

   

2.36%, 1/1/25

   

2,000

     

1,917

   
     

2,892

   

Alaska (0.1%):

 

University of Alaska Revenue, Series W, 1.83%, 10/1/23

   

1,000

     

976

   

Arizona (0.2%):

 

Arizona Board of Regents Certificate participation, 0.77%, 6/1/24

   

1,500

     

1,419

   

City of Phoenix Civic Improvement Corp. Revenue, 0.68%, 7/1/23

   

1,000

     

982

   

City of Tempe AZ Certificate participation, 0.62%, 7/1/24

   

2,500

     

2,355

   
     

4,756

   

See notes to financial statements.

 


24


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

California (0.4%):

 
California Statewide Communities Development Authority Revenue
1.03%, 4/1/24
 

$

1,250

   

$

1,186

   

1.31%, 4/1/25

   

915

     

839

   

2.15%, 11/15/30, Continuously Callable @100

   

4,295

     

3,587

   
California Statewide Communities Development Authority Revenue
(NBGA — California Health Insurance Construction Loan Insurance Program),
2.05%, 8/1/30
   

2,505

     

2,226

   

Golden State Tobacco Securitization Corp. Revenue, 1.85%, 6/1/31

   

355

     

353

   
     

8,191

   

Colorado (0.2%):

 

City of Loveland Electric & Communications Enterprise Revenue, 2.97%, 12/1/24

   

2,280

     

2,209

   
Colorado Health Facilities Authority Revenue
Series B, 2.40%, 11/1/23
   

1,250

     

1,224

   

Series B, 2.50%, 11/1/24

   

1,250

     

1,197

   

Series B, 2.80%, 12/1/26

   

590

     

548

   

Park Creek Metropolitan District Revenue, Series B, 2.53%, 12/1/24

   

500

     

479

   
     

5,657

   

Florida (0.4%):

 

City of Gainesville Florida Revenue, 0.82%, 10/1/23

   

750

     

730

   

County of Lee Florida Water & Sewer Revenue, 2.01%, 10/1/24

   

1,360

     

1,302

   
Hillsborough County IDA Revenue
2.01%, 8/1/24
   

5,000

     

4,811

   

2.16%, 8/1/25

   

2,910

     

2,747

   
     

9,590

   

Georgia (0.2%):

 
Athens Housing Authority Revenue
2.13%, 12/1/24
   

1,850

     

1,768

   

2.32%, 12/1/25

   

3,215

     

3,028

   
     

4,796

   

Guam (0.0%): (j)

 
Antonio B Won Pat International Airport Authority Revenue,
Series A, 2.70%, 10/1/26
   

610

     

555

   

Illinois (0.3%):

 
Chicago Transit Authority Sales Tax Receipts Fund Revenue,
Series B, 1.84%, 12/1/23
   

1,500

     

1,463

   

Illinois Finance Authority Revenue, 2.11%, 5/15/26

   

1,000

     

908

   
State of Illinois Sales Tax Revenue
Series B, 0.94%, 6/15/24
   

3,500

     

3,306

   

Series B, 1.25%, 6/15/25

   

2,500

     

2,295

   
     

7,972

   

Indiana (0.2%):

 
Indiana Finance Authority Revenue
2.66%, 3/1/25
   

1,675

     

1,589

   

2.76%, 3/1/26

   

1,850

     

1,725

   

Series B, 1.99%, 11/15/24

   

350

     

331

   

Series B, 2.45%, 11/15/25

   

360

     

335

   

Lake Central Multi-District School Building Corp. Revenue, 0.85%, 1/15/24

   

1,275

     

1,224

   
     

5,204

   

See notes to financial statements.

 


25


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Kansas (0.0%): (j)

 
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series B, 1.13%, 9/1/24
 

$

1,000

   

$

952

   

Kentucky (0.1%):

 

County of Warren Revenue, 1.07%, 4/1/26

   

1,385

     

1,238

   

Maryland (0.6%):

 
Maryland Health & Higher Educational Facilities Authority Revenue
1.23%, 1/1/24
   

5,185

     

4,969

   

1.81%, 1/1/25

   

2,780

     

2,584

   

1.89%, 1/1/26

   

4,135

     

3,718

   
Maryland Stadium Authority Revenue
Series C, 1.13%, 5/1/23
   

1,535

     

1,521

   

Series C, 1.32%, 5/1/24

   

1,000

     

960

   
     

13,752

   

Michigan (0.3%):

 

Ecorse Public School District, GO, 2.09%, 5/1/25

   

2,200

     

2,091

   
Michigan Finance Authority Revenue
2.21%, 12/1/23
   

1,565

     

1,527

   

2.31%, 12/1/24

   

895

     

854

   

Series A-1, 2.33%, 6/1/30

   

2,489

     

2,405

   

Ypsilanti School District, GO, 2.02%, 5/1/25

   

575

     

537

   
     

7,414

   

Minnesota (0.1%):

 
Western Minnesota Municipal Power Agency Revenue
Series A, 2.28%, 1/1/25
   

1,000

     

958

   

Series A, 2.38%, 1/1/26

   

1,000

     

944

   
     

1,902

   

Missouri (0.1%):

 
Bi-State Development Agency of the Missouri-Illinois Metropolitan District Revenue
Series B, 1.02%, 10/1/23
   

2,000

     

1,950

   

Series B, 1.22%, 10/1/24

   

1,250

     

1,183

   
     

3,133

   

Nebraska (0.0%): (j)

 
Papio-Missouri River Natural Resource District Special Tax,
2.09%, 12/15/24, Continuously Callable @100
   

785

     

749

   

New Jersey (0.3%):

 

Franklin Township Board of Education/Somerset County, GO, 0.65%, 2/1/24

   

655

     

629

   
North Hudson Sewerage Authority Revenue
2.43%, 6/1/24
   

1,200

     

1,157

   

2.59%, 6/1/25

   

1,000

     

947

   
South Jersey Transportation Authority Revenue
Series B, 2.10%, 11/1/24
   

1,750

     

1,655

   

Series B, 2.20%, 11/1/25

   

3,515

     

3,239

   
     

7,627

   

See notes to financial statements.

 


26


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

New York (0.2%):

 
Buffalo & Erie County Industrial Land Development Corp. Revenue,
Series B, 3.35%, 11/1/25
 

$

940

   

$

903

   
Long Island Power Authority Revenue, Series C, 0.76%, 3/1/23, Continuously
Callable @100
   

500

     

498

   

New York State Dormitory Authority Revenue, Series C, 0.89%, 3/15/25

   

2,000

     

1,860

   

New York State Thruway Authority Revenue, Series M, 2.26%, 1/1/25

   

1,000

     

958

   
     

4,219

   

Oregon (0.1%):

 
Medford Hospital Facilities Authority Revenue
Series B, 1.73%, 8/15/23
   

1,400

     

1,372

   

Series B, 1.83%, 8/15/24

   

1,700

     

1,614

   
     

2,986

   

Pennsylvania (0.8%):

 

City of Pittsburgh PA, GO, Series B, 0.84%, 9/1/24

   

1,715

     

1,617

   

County of Bucks PA, GO, 0.98%, 6/1/24

   

2,025

     

1,921

   
Montgomery County IDA Revenue
Series D, 2.45%, 11/15/23
   

1,250

     

1,222

   

Series D, 2.60%, 11/15/24

   

4,050

     

3,879

   
Scranton School District, GO
Series A, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (i)
   

2,805

     

2,748

   

Series B, 3.15%, 6/15/34, (Put Date 6/15/24) (a) (i)

   

1,415

     

1,386

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.)
2.60%, 4/1/24
   

1,730

     

1,683

   

2.72%, 4/1/25

   

900

     

863

   

2.82%, 4/1/26

   

1,000

     

947

   

State Public School Building Authority Revenue, 2.75%, 4/1/25

   

1,500

     

1,445

   
     

17,711

   

South Dakota (0.1%):

 
South Dakota Health & Educational Facilities Authority Revenue
Series B, 2.31%, 7/1/23
   

1,500

     

1,480

   

Series B, 2.38%, 7/1/24

   

1,350

     

1,297

   
     

2,777

   

Texas (0.5%):

 
Central Texas Regional Mobility Authority Revenue
Series C, 1.45%, 1/1/25
   

400

     

379

   

Series D, 1.65%, 1/1/24

   

500

     

484

   

Series D, 1.80%, 1/1/25

   

750

     

705

   

City of Lubbock Water & Wastewater System Revenue, 2.06%, 2/15/25

   

5,000

     

4,767

   

City of San Antonio TX Electric & Gas Systems Revenue, 2.41%, 2/1/23

   

800

     

800

   
Dallas/Fort Worth International Airport Revenue
Series C, 1.04%, 11/1/23
   

500

     

486

   

Series C, 1.23%, 11/1/24

   

750

     

709

   
Harris County Cultural Education Facilities Finance Corp. Revenue,
Series B, 2.47%, 5/15/25
   

1,000

     

945

   
San Antonio Education Facilities Corp. Revenue
1.74%, 4/1/25
   

505

     

465

   

1.99%, 4/1/26

   

860

     

769

   

2.19%, 4/1/27

   

525

     

457

   
     

10,966

   

See notes to financial statements.

 


27


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Wisconsin (0.2%):

 
Public Finance Authority Revenue
Series S, 0.81%, 2/1/23
 

$

750

   

$

750

   

Series S, 1.14%, 2/1/24

   

1,445

     

1,368

   

Series S, 1.48%, 2/1/25

   

820

     

742

   

State of Wisconsin Revenue, Series A, 2.10%, 5/1/26

   

1,000

     

933

   
     

3,793

   

Total Municipal Bonds (Cost $137,179)

   

129,808

   

U.S. Government Agency Mortgages (0.3%)

 
Federal Home Loan Mortgage Corp.
2.35% (LIBOR12M+163bps), 4/1/35 (b)
   

109

     

107

   
Federal National Mortgage Association
5.50%, 2/1/23 – 6/1/24
   

16

     

15

   

4.50%, 5/1/23 – 2/1/24

   

5

     

5

   

5.00%, 6/1/23 – 2/1/24

   

18

     

18

   

6.00%, 7/1/23

   

4

     

4

   

2.50%, 4/1/27 – 8/1/27

   

5,490

     

5,258

   

Series 2012-104, Class HC, 1.25%, 9/25/27

   

662

     

628

   
     

5,928

   
     

6,035

   

Total U.S. Government Agency Mortgages (Cost $6,313)

   

6,035

   

U.S. Treasury Obligations (2.0%)

 
U.S. Treasury Notes
0.13%, 8/31/23
   

5,000

     

4,868

   

2.50%, 5/31/24

   

3,000

     

2,918

   

0.38%, 7/15/24

   

5,000

     

4,711

   

3.00%, 7/31/24

   

10,000

     

9,784

   

0.38%, 8/15/24

   

15,000

     

14,091

   

4.50%, 11/30/24

   

3,000

     

3,010

   

3.00%, 7/15/25

   

5,000

     

4,882

   

4.25%, 10/15/25

   

4,000

     

4,031

   

Total U.S. Treasury Obligations (Cost $49,793)

   

48,295

   

Commercial Paper (6.2%) (k)

 
Autonation, Inc.
4.84%, 2/1/23 (a)
   

17,400

     

17,398

   

4.87%, 2/2/23 (a)

   

5,900

     

5,898

   

Aviation Capital Group LLC, 4.44%, 2/1/23 (a)

   

14,300

     

14,298

   
Constellation Brands, Inc.
4.84%, 2/1/23 (a)
   

3,000

     

3,000

   

5.01%, 2/7/23 (a)

   

3,000

     

2,997

   

FMC Corp., 4.84%, 2/1/23 (a)

   

10,000

     

9,999

   
Jabil, Inc.
5.04%, 2/1/23 (a)
   

12,600

     

12,598

   

5.09%, 2/3/23 (a)

   

10,700

     

10,696

   

See notes to financial statements.

 


28


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 
Newell Brands, Inc.
4.84%, 2/1/23 (a)
 

$

4,800

   

$

4,799

   

4.90%, 2/3/23 (a)

   

8,000

     

7,997

   

5.02%, 2/9/23 (a)

   

8,800

     

8,789

   

Ovintiv, Inc., 5.04%, 2/13/23 (a)

   

5,200

     

5,190

   

Quanta Services, Inc., 4.90%, 2/2/23 (a)

   

17,900

     

17,895

   

Rogers Communications, Inc., 4.71%, 2/7/23 (a)

   

8,600

     

8,592

   
Targa Resources Corp.
4.24%, 2/1/23 (a)
   

1,250

     

1,250

   

4.27%, 2/2/23 (a)

   

6,500

     

6,498

   

Walgreens Boots Alliance, Inc., 4.78%, 2/6/23 (a)

   

8,800

     

8,793

   

Total Commercial Paper (Cost $146,706)

   

146,687

   

Collateral for Securities Loaned (0.9%)^

 
Goldman Sachs Financial Square Government Fund, Institutional Shares,
4.22% (l)
   

5,425,679

     

5,426

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (l)

   

5,425,679

     

5,425

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (l)

   

5,425,679

     

5,426

   
Morgan Stanley Institutional Liquidity Government Portfolio,
Institutional Shares, 4.14% (l)
   

5,425,679

     

5,426

   

Total Collateral for Securities Loaned (Cost $21,703)

   

21,703

   

Total Investments (Cost $2,490,017) — 101.7%

   

2,399,406

   

Liabilities in excess of other assets — (1.7)%

   

(40,603

)

 

NET ASSETS — 100.00%

 

$

2,358,803

   

At January 31, 2023, the Fund's investments in foreign securities were 11.6% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. As of January 31, 2023, the fair value of these securities was $1,300,746 thousands and amounted to 55.1% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2023.

(c)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2023.

(d)  Security is interest only.

(e)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

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

(g)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

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

See notes to financial statements.

 


29


 
USAA Mutual Funds Trust
USAA Short-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

(i)  Put Bond.

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

(k)  Rate represents the effective yield at January 31, 2023.

(l)  Rate disclosed is the daily yield on January 31, 2023.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

TSFR1M — 1 month Term SOFR, rate disclosed as of January 31, 2023.

US0001M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

USSW5 — USD 5 Year Swap Rate, rate disclosed as of January 31, 2023.

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guaranteed agreement from the name listed.

See notes to financial statements.

 


30


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Short-Term
Bond Fund
 

Assets:

 

Investments, at value (Cost $2,490,017)

 

$

2,399,406

(a)

 

Foreign currency, at value (Cost $12,578)

   

12,578

   

Deposit with broker for futures contracts

   

1,752

   

Receivables:

 

Interest and dividends

   

16,153

   

Capital shares issued

   

10,957

   

Investments sold

   

2,127

   

From Adviser

   

10

   

Prepaid expenses

   

60

   

Total Assets

   

2,443,043

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

21,703

   

Distributions

   

173

   

Investments purchased

   

54,950

   

Capital shares redeemed

   

6,302

   

Accrued expenses and other payables:

 

Investment advisory fees

   

526

   

Administration fees

   

234

   

Custodian fees

   

28

   

Transfer agent fees

   

230

   

Compliance fees

   

2

   

Trustees' fees

   

(b)

 
12b-1 fees    

2

   

Other accrued expenses

   

90

   

Total Liabilities

   

84,240

   

Net Assets:

 

Capital

   

2,464,653

   

Total accumulated earnings/(loss)

   

(105,850

)

 

Net Assets

 

$

2,358,803

   

Net Assets

 

Fund Shares

 

$

878,814

   

Institutional Shares

   

1,297,690

   

Class A

   

14,414

   

R6 Shares

   

167,885

   

Total

 

$

2,358,803

   

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

 

Fund Shares

   

99,758

   

Institutional Shares

   

147,409

   

Class A

   

1,636

   

R6 Shares

   

19,048

   

Total

   

267,851

   

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

 

Fund Shares

 

$

8.81

   

Institutional Shares

   

8.80

   

Class A

   

8.81

   

R6 Shares

   

8.81

   

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
 

$

9.01

   

(a)  Includes $21,011 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.

 


31


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Short-Term
Bond Fund
 

Investment Income:

 

Dividends

 

$

321

   

Interest

   

39,991

   

Securities lending (net of fees)

   

68

   

Total Income

   

40,380

   

Expenses:

 

Investment advisory fees

   

3,214

   

Administration fees — Fund Shares

   

682

   

Administration fees — Institutional Shares

   

715

   

Administration fees — Class A

   

11

   

Administration fees — R6 Shares

   

34

   

Sub-Administration fees

   

15

   
12b-1 fees — Class A    

18

   

Custodian fees

   

74

   

Transfer agent fees — Fund Shares

   

619

   

Transfer agent fees — Institutional Shares

   

715

   

Transfer agent fees — Class A

   

7

   

Transfer agent fees — R6 Shares

   

7

   

Trustees' fees

   

24

   

Compliance fees

   

12

   

Legal and audit fees

   

52

   

State registration and filing fees

   

88

   

Other expenses

   

180

   

Total Expenses

   

6,467

   

Expenses waived/reimbursed by Adviser

   

(25

)

 

Net Expenses

   

6,442

   

Net Investment Income (Loss)

   

33,938

   

Realized/Unrealized Gains (Losses) from Investments:

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

(5,412

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

1,328

   

Net realized/unrealized gains (losses) on investments

   

(4,084

)

 

Change in net assets resulting from operations

 

$

29,854

   

See notes to financial statements.

 


32


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Short-Term Bond Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

33,938

   

$

57,408

   

Net realized gains (losses)

   

(5,412

)

   

2,068

   

Net change in unrealized appreciation/depreciation

   

1,328

     

(149,177

)

 

Change in net assets resulting from operations

   

29,854

     

(89,701

)

 

Distributions to Shareholders:

 

Fund Shares

   

(13,059

)

   

(25,749

)

 

Institutional Shares

   

(21,069

)

   

(49,351

)

 

Class A

   

(192

)

   

(355

)

 

R6 Shares

   

(2,182

)

   

(1,535

)

 

Change in net assets resulting from distributions to shareholders

   

(36,502

)

   

(76,990

)

 

Change in net assets resulting from capital transactions

   

(369,931

)

   

(161,391

)

 

Change in net assets

   

(376,579

)

   

(328,082

)

 

Net Assets:

 

Beginning of period

   

2,735,382

     

3,063,464

   

End of period

 

$

2,358,803

   

$

2,735,382

   

(continues on next page)

See notes to financial statements.

 


33


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Short-Term Bond Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

89,972

   

$

199,454

   

Distributions reinvested

   

12,759

     

25,206

   

Cost of shares redeemed

   

(149,478

)

   

(254,707

)

 

Total Fund Shares

 

$

(46,747

)

 

$

(30,047

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

338,034

   

$

585,031

   

Distributions reinvested

   

20,485

     

48,501

   

Cost of shares redeemed

   

(737,299

)

   

(867,535

)

 

Total Institutional Shares

 

$

(378,780

)

 

$

(234,003

)

 

Class A

 

Proceeds from shares issued

 

$

3,068

   

$

9,789

   

Distributions reinvested

   

177

     

324

   

Cost of shares redeemed

   

(4,284

)

   

(5,790

)

 

Total Class A

 

$

(1,039

)

 

$

4,323

   

R6 Shares

 

Proceeds from shares issued

 

$

88,515

   

$

128,820

   

Distributions reinvested

   

2,181

     

1,535

   

Cost of shares redeemed

   

(34,061

)

   

(32,019

)

 

Total R6 Shares

 

$

56,635

   

$

98,336

   

Change in net assets resulting from capital transactions

 

$

(369,931

)

 

$

(161,391

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

10,306

     

21,926

   

Reinvested

   

1,463

     

2,769

   

Redeemed

   

(17,123

)

   

(28,109

)

 

Total Fund Shares

   

(5,354

)

   

(3,414

)

 

Institutional Shares

 

Issued

   

38,735

     

63,496

   

Reinvested

   

2,350

     

5,329

   

Redeemed

   

(84,311

)

   

(94,288

)

 

Total Institutional Shares

   

(43,226

)

   

(25,463

)

 

Class A

 

Issued

   

351

     

1,078

   

Reinvested

   

20

     

36

   

Redeemed

   

(490

)

   

(645

)

 

Total Class A

   

(119

)

   

469

   

R6 Shares

 

Issued

   

10,129

     

14,258

   

Reinvested

   

250

     

171

   

Redeemed

   

(3,900

)

   

(3,581

)

 

Total R6 Shares

   

6,479

     

10,848

   

Change in Shares

   

(42,220

)

   

(17,560

)

 

See notes to financial statements.

 


34


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Short-Term Bond Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

8.82

   

$

9.35

   

$

9.29

   

$

9.21

   

$

9.06

   

$

9.21

   

Investment Activities:

 

Net investment income (loss)

   

0.12

(a)

   

0.17

(a)

   

0.23

(a)

   

0.26

(a)

   

0.24

     

0.20

   
Net realized and unrealized
gains (losses)
   

(b)

   

(0.46

)

   

0.10

     

0.08

     

0.15

     

(0.15

)

 
Total from Investment
Activities
   

0.12

     

(0.29

)

   

0.33

     

0.34

     

0.39

     

0.05

   

Distributions to Shareholders from:

 

Net investment income

   

(0.13

)

   

(0.19

)

   

(0.23

)

   

(0.26

)

   

(0.24

)

   

(0.20

)

 

Net realized gains

   

     

(0.05

)

   

(0.04

)

   

(b)

   

(b)

   

(b)

 

Total Distributions

   

(0.13

)

   

(0.24

)

   

(0.27

)

   

(0.26

)

   

(0.24

)

   

(0.20

)

 

Net Asset Value, End of Period

 

$

8.81

   

$

8.82

   

$

9.35

   

$

9.29

   

$

9.21

   

$

9.06

   

Total Return (c) (d)

   

1.35

%

   

(3.18

)%

   

3.60

%

   

3.79

%

   

4.43

%

   

0.54

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.58

%

   

0.56

%

   

0.54

%

   

0.52

%

   

0.57

%

   

0.59

%

 

Net Investment Income (Loss) (e)

   

2.67

%

   

1.92

%

   

2.44

%

   

2.82

%

   

2.68

%

   

2.18

%

 

Gross Expenses (e) (f)

   

0.58

%

   

0.56

%

   

0.54

%

   

0.52

%

   

0.57

%

   

0.59

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

878,814

   

$

927,583

   

$

1,015,085

   

$

1,040,688

   

$

1,167,973

   

$

1,188,259

   

Portfolio Turnover (c) (i)

   

18

%

   

49

%

   

62

%

   

66

%

   

48

%

   

39

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(continues on next page)

See notes to financial statements.

 


35


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Short-Term Bond Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

8.82

   

$

9.35

   

$

9.29

   

$

9.20

   

$

9.06

   

$

9.21

   

Investment Activities:

 

Net investment income (loss)

   

0.12

(a)

   

0.18

(a)

   

0.23

(a)

   

0.27

(a)

   

0.25

     

0.21

   
Net realized and unrealized
gains (losses)
   

(0.01

)

   

(0.46

)

   

0.11

     

0.09

     

0.14

     

(0.15

)

 
Total from Investment
Activities
   

0.11

     

(0.28

)

   

0.34

     

0.36

     

0.39

     

0.06

   

Distributions to Shareholders from:

 

Net investment income

   

(0.13

)

   

(0.20

)

   

(0.24

)

   

(0.27

)

   

(0.25

)

   

(0.21

)

 

Net realized gains

   

     

(0.05

)

   

(0.04

)

   

(b)

   

(b)

   

(b)

 

Total Distributions

   

(0.13

)

   

(0.25

)

   

(0.28

)

   

(0.27

)

   

(0.25

)

   

(0.21

)

 

Net Asset Value, End of Period

 

$

8.80

   

$

8.82

   

$

9.35

   

$

9.29

   

$

9.20

   

$

9.06

   

Total Return (c) (d)

   

1.28

%

   

(3.09

)%

   

3.68

%

   

4.01

%

   

4.42

%

   

0.65

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.49

%

   

0.48

%

   

0.46

%

   

0.42

%

   

0.47

%

   

0.48

%

 

Net Investment Income (Loss) (e)

   

2.75

%

   

2.00

%

   

2.51

%

   

2.92

%

   

2.78

%

   

2.29

%

 

Gross Expenses (e) (f)

   

0.50

%

   

0.48

%

   

0.46

%

   

0.42

%

   

0.47

%

   

0.48

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,297,690

   

$

1,681,332

   

$

2,020,237

   

$

1,777,916

   

$

1,822,756

   

$

2,025,651

   

Portfolio Turnover (c) (i)

   

18

%

   

49

%

   

62

%

   

66

%

   

48

%

   

39

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(continues on next page)

See notes to financial statements.

 


36


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Short-Term Bond Fund

 
   

Class A

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

8.82

   

$

9.35

   

$

9.29

   

$

9.21

   

$

9.06

   

$

9.21

   

Investment Activities:

 

Net investment income (loss)

   

0.11

(a)

   

0.16

(a)

   

0.21

(a)

   

0.24

(a)

   

0.22

     

0.18

   
Net realized and unrealized
gains (losses)
   

(b)

   

(0.47

)

   

0.10

     

0.08

     

0.15

     

(0.15

)

 
Total from Investment
Activities
   

0.11

     

(0.31

)

   

0.31

     

0.32

     

0.37

     

0.03

   

Distributions to Shareholders from:

 

Net investment income

   

(0.12

)

   

(0.17

)

   

(0.21

)

   

(0.24

)

   

(0.22

)

   

(0.18

)

 

Net realized gains

   

     

(0.05

)

   

(0.04

)

   

(b)

   

(b)

   

(b)

 

Total Distributions

   

(0.12

)

   

(0.22

)

   

(0.25

)

   

(0.24

)

   

(0.22

)

   

(0.18

)

 

Net Asset Value, End of Period

 

$

8.81

   

$

8.82

   

$

9.35

   

$

9.29

   

$

9.21

   

$

9.06

   
Total Return (excludes sales
charges) (c) (d)
   

1.25

%

   

(3.37

)%

   

3.38

%

   

3.58

%

   

4.17

%

   

0.38

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.77

%

   

0.76

%

   

0.74

%

   

0.73

%

   

0.82

%

   

0.74

%

 

Net Investment Income (Loss) (e)

   

2.47

%

   

1.73

%

   

2.24

%

   

2.61

%

   

2.43

%

   

2.02

%

 

Gross Expenses (e) (f)

   

0.91

%

   

0.89

%

   

1.03

%

   

0.74

%

   

0.82

%

   

0.74

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

14,414

   

$

15,489

   

$

12,031

   

$

11,236

   

$

15,222

   

$

23,030

   

Portfolio Turnover (c) (i)

   

18

%

   

49

%

   

62

%

   

66

%

   

48

%

   

39

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

(continues on next page)

See notes to financial statements.

 


37


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Short-Term Bond Fund

 
   

R6 Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

8.83

   

$

9.36

   

$

9.30

   

$

9.21

   

$

9.07

   

$

9.21

   

Investment Activities:

 

Net investment income (loss)

   

0.13

(a)

   

0.20

(a)

   

0.23

(a)

   

0.27

(a)

   

0.26

     

0.22

   
Net realized and unrealized
gains (losses)
   

(0.01

)

   

(0.47

)

   

0.11

     

0.09

     

0.14

     

(0.14

)

 
Total from Investment
Activities
   

0.12

     

(0.27

)

   

0.34

     

0.36

     

0.40

     

0.08

   

Distributions to Shareholders from:

 

Net investment income

   

(0.14

)

   

(0.21

)

   

(0.24

)

   

(0.27

)

   

(0.26

)

   

(0.22

)

 

Net realized gains

   

     

(0.05

)

   

(0.04

)

   

(b)

   

(b)

   

(b)

 

Total Distributions

   

(0.14

)

   

(0.26

)

   

(0.28

)

   

(0.27

)

   

(0.26

)

   

(0.22

)

 

Net Asset Value, End of Period

 

$

8.81

   

$

8.83

   

$

9.36

   

$

9.30

   

$

9.21

   

$

9.07

   

Total Return (c) (d)

   

1.36

%

   

(2.98

)%

   

3.71

%

   

4.04

%

   

4.50

%

   

0.85

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.33

%

   

0.36

%

   

0.42

%

   

0.39

%

   

0.39

%

   

0.39

%

 

Net Investment Income (Loss) (e)

   

2.95

%

   

2.20

%

   

2.50

%

   

2.96

%

   

2.86

%

   

2.38

%

 

Gross Expenses (e) (f)

   

0.33

%

   

0.36

%

   

0.49

%

   

0.45

%

   

0.71

%

   

0.67

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

167,885

   

$

110,978

   

$

16,111

   

$

7,950

   

$

5,456

   

$

5,142

   

Portfolio Turnover (c) (i)

   

18

%

   

49

%

   

62

%

   

66

%

   

48

%

   

39

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  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.

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

See notes to financial statements.

 


38


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

  (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 Short-Term Bond Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

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.

 


39


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

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

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 valuation designee and subject to the oversight of the Board. The 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 January 31, 2023, 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

 

$

   

$

697,046

   

$

   

$

697,046

   

Collateralized Mortgage Obligations

   

     

168,132

     

     

168,132

   

Preferred Stocks

   

5,744

     

     

     

5,744

   

Senior Secured Loans

   

     

15,459

     

     

15,459

   

Corporate Bonds

   

     

946,240

     

     

946,240

   

Yankee Dollars

   

     

214,257

     

     

214,257

   

Municipal Bonds

   

     

129,808

     

     

129,808

   

U.S. Government Agency Mortgages

   

     

6,035

     

     

6,035

   

U.S. Treasury Obligations

   

     

48,295

     

     

48,295

   

Commercial Paper

   

     

146,687

     

     

146,687

   

Collateral for Securities Loaned

   

21,703

     

     

     

21,703

   

Total

 

$

27,447

   

$

2,371,959

   

$

   

$

2,399,406

   

As of January 31, 2023, 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.

 


40


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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. 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.

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.

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as the Secured Overnight Financing Rate ("SOFR") or London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

 


41


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Below-Investment-Grade Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.

The Fund did not hold futures contracts as of January 31, 2023.

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.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

 


42


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 January 31, 2023.

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

21,011

   

$

   

$

21,703

   

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.

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

 


43


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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

Allocations:

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

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 January 31, 2023, 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)
 
$

4,950

   

$

   

$

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 

Purchases

 

Sales

 

Purchases

 

Sales

 

$

380,968

   

$

541,537

   

$

25,783

   

$

3,170

   

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

Cornerstone Conservative Fund

   

0.3

   

Target Retirement Income Fund

   

4.7

   

Target Retirement 2030 Fund

   

2.5

   

Target Retirement 2040 Fund

   

0.9

   

Target Retirement 2050 Fund

   

0.0

*

 

Target Retirement 2060 Fund

   

0.0

*

 

*  Amount is less than 0.05%.

 


44


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 0.20% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Short Investment Grade Debt Funds Index. The Lipper Short Investment Grade Debt Funds Index tracks the total return performance of the largest funds within the Lipper Short Investment Grade Debt Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 Short Investment Grade Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $256, $455, $3, and $10 for Fund Shares, Institutional Shares, Class A, and R6 Shares, in thousands, respectively. Performance adjustments were 0.06%, 0.06%, 0.04%, and 0.01% 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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Administration fees.

 


45


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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% and 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 November 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

 


46


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.53%, 0.43%, 0.73%, and 0.39% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

31

   

$

19

   

$

25

   

$

75

   

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 January 31, 2023.

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

6. Risks:

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

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

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.

 


47


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

LIBOR Discontinuation Risk — The 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 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.

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

 


48


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 (one-month SOFR plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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 January 31, 2023.

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

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30,2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

 


49


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Short-Term Bond Fund

 

Victory Short-Term Bond Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


50


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

1,013.50

   

$

1,022.28

   

$

2.94

   

$

2.96

     

0.58

%

 

Institutional Shares

   

1,000.00

     

1,012.80

     

1,022.74

     

2.49

     

2.50

     

0.49

%

 

Class A

   

1,000.00

     

1,012.50

     

1,021.32

     

3.91

     

3.92

     

0.77

%

 

R6 Shares

   

1,000.00

     

1,013.60

     

1,023.54

     

1.67

     

1.68

     

0.33

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


51


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Short-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


52


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed

 


53


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


54


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23426-0323


 

January 31, 2023

Semi Annual Report

USAA Intermediate-Term Bond Fund

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


 

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, 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

    32    

Statement of Operations

    34    

Statements of Changes in Net Assets

    35    

Financial Highlights

    37    

Notes to Financial Statements

   

42

   

Supplemental Information

   

54

   

Proxy Voting and Portfolio Holdings Information

    54    

Expense Examples

    54

 

 

Advisory Contract Approval

    55    

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 Intermediate-Term Bond Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

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

Asset Allocation*:

January 31, 2023

(% 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 Intermediate-Term Bond Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (15.0%)

 
Aligned Data Centers Issuer LLC, Series 2021-1A, Class B, 2.48%, 8/15/46,
Callable 8/15/24 @ 100 (a)
 

$

1,500

   

$

1,313

   
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46,
Callable 8/15/24 @ 100 (a)
   

3,000

     

2,655

   
American Credit Acceptance Receivables Trust, Series 2019-3, Class D,
2.89%, 9/12/25, Callable 8/12/23 @ 100 (a)
   

304

     

302

   

AMSR Trust, Series 2021-SFR1, Class D, 2.60%, 6/17/38 (a)

   

1,500

     

1,193

   

AMSR Trust, Series 2021-SFR1, Class C, 2.35%, 6/17/38 (a)

   

1,800

     

1,493

   
Amur Equipment Finance Receivables IX LLC, Series 2021-1A, Class C,
1.75%, 6/21/27, Callable 11/20/24 @ 100 (a)
   

1,700

     

1,590

   
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B,
2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)
   

1,216

     

1,122

   
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class A2,
5.30%, 6/21/28, Callable 6/20/26 @ 100 (a)
   

500

     

497

   
ARI Fleet Lease Trust, Series 2022-A, Class A3, 3.43%, 1/15/31,
Callable 5/15/25 @ 100 (a)
   

2,476

     

2,394

   
ARI Fleet Lease Trust, Series 2022-A, Class C, 4.17%, 1/15/31,
Callable 5/15/25 @ 100 (a)
   

2,200

     

2,077

   
ARI Fleet Lease Trust, Series 2022-A, Class B, 3.79%, 1/15/31,
Callable 5/15/25 @ 100 (a)
   

1,517

     

1,433

   
ARI Fleet Lease Trust, Series 2020-A, Class B, 2.06%, 11/15/28,
Callable 3/15/23 @ 100 (a)
   

1,470

     

1,464

   
Avis Budget Rental Car Funding AESOP LLC, Series 2020-1A, Class B,
2.68%, 8/20/26, Callable 9/20/25 @ 100 (a)
   

4,000

     

3,704

   
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B,
7.09%, 4/20/27 (a)
   

3,250

     

3,339

   
Ballyrock CLO Ltd., Series 2020-14A, Class B, 7.11% (LIBOR03M+230bps),
1/20/34, Callable 4/20/29 @ 100 (a) (b)
   

1,000

     

955

   
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25,
Callable 8/15/23 @ 100 (a)
   

3,790

     

3,735

   
Canadian Pacer Auto Receivables Trust, Series 2020-1A, Class C, 2.49%, 5/19/26,
Callable 10/19/23 @ 100 (a)
   

2,000

     

1,949

   
Canadian Pacer Auto Receivables Trust, Series 2021-1A, Class C, 1.46%, 12/20/27,
Callable 2/19/25 @ 100 (a)
   

2,156

     

1,952

   
Canadian Pacer Auto Receivables Trust, Series 2019-1A, Class C, 3.75%, 7/21/25,
Callable 2/19/23 @ 100 (a)
   

3,000

     

2,997

   

CARDS II Trust, Series 2021-1A, Class C, 1.20%, 4/15/27 (a)

   

7,750

     

7,309

   
CarMax Auto Owner Trust, Series 2020-4, Class C, 1.30%, 8/17/26,
Callable 12/15/24 @ 100
   

3,450

     

3,214

   
CarMax Auto Owner Trust, Series 2020-1, Class C, 2.34%, 11/17/25,
Callable 2/15/24 @ 100
   

4,230

     

4,095

   
CarMax Auto Owner Trust, Series 2020-2, Class B, 2.90%, 8/15/25,
Callable 4/15/24 @ 100
   

1,083

     

1,051

   
CarMax Auto Owner Trust, Series 2021-4, Class D, 1.48%, 3/15/28,
Callable 11/15/25 @ 100
   

2,831

     

2,508

   
CarMax Auto Owner Trust, Series 2021-3, Class D, 1.50%, 1/18/28,
Callable 6/15/25 @ 100
   

2,760

     

2,464

   
CarMax Auto Owner Trust, Series 2019-1, Class B, 3.45%, 11/15/24,
Callable 3/15/23 @ 100
   

1,923

     

1,919

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
CarMax Auto Owner Trust, Series 2019-4, Class C, 2.60%, 9/15/25,
Callable 12/15/23 @ 100
 

$

5,162

   

$

5,033

   
CarMax Auto Owner Trust, Series 2020-3, Class C, 1.69%, 4/15/26,
Callable 7/15/24 @ 100
   

2,500

     

2,370

   
CarNow Auto Receivables Trust, Series 2021-1A, Class B, 1.38%, 2/17/26,
Callable 12/15/23 @ 100 (a)
   

255

     

254

   
CARS-DB5 LP, Series 2021-1A, Class A2, 2.28%, 8/15/51,
Callable 8/15/28 @ 100 (a)
   

2,124

     

1,694

   
Carvana Auto Receivables Trust, Series 2020-P1, Class C, 1.32%, 11/9/26,
Callable 12/8/25 @ 100
   

551

     

481

   
Carvana Auto Receivables Trust, Series 2021-N2, Class D, 1.27%, 3/10/28,
Callable 9/10/26 @ 100
   

3,991

     

3,817

   
Carvana Auto Receivables Trust, Series 2021-N4, Class D, 2.30%, 9/11/28,
Callable 9/10/26 @ 100
   

876

     

806

   
Carvana Auto Receivables Trust, Series 2021-P2, Class C, 1.60%, 6/10/27,
Callable 2/10/27 @ 100
   

10,000

     

8,500

   
Carvana Auto Receivables Trust, Series 2021-N1, Class D, 1.50%, 1/10/28,
Callable 9/10/25 @ 100
   

1,878

     

1,800

   
CCG Receivables Trust, Series 2021-2, Class C, 1.50%, 3/14/29,
Callable 6/14/25 @ 100 (a)
   

3,000

     

2,743

   
CCG Receivables Trust, Series 2020-1, Class C, 1.84%, 12/14/27,
Callable 12/14/23 @ 100 (a)
   

5,786

     

5,460

   
CF Hippolyta LLC, Series 2021-1A, Class B1, 1.98%, 3/15/61,
Callable 3/15/24 @ 100 (a)
   

1,891

     

1,625

   
CNH Equipment Trust, Series 2020-A, Class B, 2.30%, 10/15/27,
Callable 2/15/24 @ 100
   

1,100

     

1,059

   
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26,
Callable 4/15/24 @ 100 (a)
   

2,500

     

2,497

   
CPS Auto Receivables Trust, Series 2018-D, Class E, 5.82%, 6/16/25,
Callable 5/15/23 @ 100 (a)
   

1,823

     

1,823

   
Credit Acceptance Auto Loan Trust, Series 2020-1A, Class C, 2.59%, 6/15/29,
Callable 6/15/23 @ 100 (a)
   

5,000

     

4,932

   
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class B, 1.26%, 4/15/30,
Callable 12/15/24 @ 100 (a)
   

2,077

     

1,916

   
Credit Acceptance Auto Loan Trust, Series 2021-4, Class B, 1.74%, 12/16/30,
Callable 4/15/25 @ 100 (a)
   

720

     

659

   
DB Master Finance LLC, Series 2021-1A, Class A2II, 2.49%, 11/20/51,
Callable 11/20/25 @ 100 (a)
   

7,704

     

6,606

   
Dell Equipment Finance Trust, Series 2020-2, Class D, 1.92%, 3/23/26,
Callable 6/22/23 @ 100 (a)
   

2,125

     

2,092

   
Dell Equipment Finance Trust, Series 2021-2, Class D, 1.21%, 6/22/27,
Callable 2/22/24 @ 100 (a)
   

1,312

     

1,243

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class B, 2.36%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

6,000

     

5,035

   
Diamond Infrastructure Funding LLC, Series 2021-1A, Class C, 3.48%, 4/15/49,
Callable 9/20/25 @ 100 (a)
   

3,000

     

2,388

   
Diamond Issuer, Series 2021-1A, Class B, 2.70%, 11/20/51,
Callable 11/20/25 @ 100 (a)
   

4,418

     

3,700

   
Diamond Resorts Owner Trust, Series 2021-1A, Class B, 2.05%, 11/21/33,
Callable 1/20/25 @ 100 (a)
   

749

     

683

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Drive Auto Receivables Trust, Series 2020-2, Class C, 2.28%, 8/17/26,
Callable 4/15/24 @ 100
 

$

874

   

$

867

   
DT Auto Owner Trust, Series 2020-2A, Class D, 4.73%, 3/16/26,
Callable 7/15/24 @ 100 (a)
   

500

     

492

   
DT Auto Owner Trust, Series 2021-3A, Class C, 0.87%, 5/17/27,
Callable 4/15/25 @ 100 (a)
   

1,875

     

1,766

   
Encina Equipment Finance LLC, Series 2021-1A, Class D, 1.69%, 11/15/27,
Callable 2/15/24 @ 100 (a)
   

2,562

     

2,416

   
Encina Equipment Finance LLC, Series 2021-1A, Class C, 1.39%, 6/15/27,
Callable 2/15/24 @ 100 (a)
   

1,409

     

1,337

   
Enterprise Fleet Financing LLC, Series 2022-4, Class A3, 5.65%, 10/22/29,
Callable 8/20/26 @ 100 (a)
   

2,750

     

2,810

   
Enterprise Fleet Financing LLC, Series 2022-3, Class A3, 4.29%, 7/20/29,
Callable 5/20/26 @ 100 (a)
   

1,125

     

1,101

   
Enterprise Fleet Financing LLC, Series 2019-3, Class A2, 2.06%, 5/20/25,
Callable 3/20/23 @ 100 (a)
   

25

     

25

   

Evergreen Credit Card Trust, Series 2022-CRT1, Class B, 5.61%, 7/15/26 (a)

   

3,000

     

2,959

   

Evergreen Credit Card Trust, Series 2021-1, Class B, 1.15%, 10/15/26 (a)

   

7,500

     

7,012

   

Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)

   

6,600

     

6,617

   

Evergreen Credit Card Trust, Series 2022-CRT2, Class B, 6.56%, 11/15/26 (a)

   

2,750

     

2,757

   

Evergreen Credit Card Trust, Series 2021-1, Class C, 1.42%, 10/15/26 (a)

   

6,300

     

5,884

   
Exeter Automobile Receivables Trust, Series 2020-3A, Class C, 1.32%, 7/15/25,
Callable 12/15/24 @ 100
   

614

     

607

   

ExteNet LLC, Series 2019-1A, Class A2, 3.20%, 7/26/49, Callable 2/25/23 @ 100 (a)

   

1,875

     

1,769

   
First Investors Auto Owner Trust, Series 2018-2A, Class F, 7.31%, 9/15/25,
Callable 2/15/23 @ 100 (a)
   

1,000

     

1,000

   

FirstKey Homes Trust, Series 2021-SFR2, Class D, 2.06%, 9/17/26 (a)

   

4,500

     

3,823

   

FirstKey Homes Trust, Series 2021-SFR3, Class A, 2.14%, 12/17/38 (a)

   

2,473

     

2,217

   

FirstKey Homes Trust, Series 2021-SFR2, Class C, 1.71%, 9/17/26 (a)

   

6,512

     

5,581

   
Flagship Credit Auto Trust, Series 2019-2, Class D, 3.53%, 5/15/25,
Callable 7/15/24 @ 100 (a)
   

2,943

     

2,885

   
Flagship Credit Auto Trust, Series 2019-4, Class E, 4.11%, 3/15/27,
Callable 12/15/24 @ 100 (a)
   

2,500

     

2,326

   
Flagship Credit Auto Trust, Series 2018-2, Class E, 5.51%, 11/17/25,
Callable 4/15/23 @ 100 (a)
   

550

     

550

   
Ford Credit Auto Lease Trust, Series 2023-A, Class C, 5.54%, 12/15/26,
Callable 8/15/25 @ 100
   

1,080

     

1,077

   
Ford Credit Auto Owner Trust, Series 2021-1, Class D, 2.31%, 10/17/33,
Callable 4/15/26 @ 100 (a)
   

1,650

     

1,450

   
Ford Credit Auto Owner Trust, Series 2021-1, Class C, 1.91%, 10/17/33,
Callable 4/15/26 @ 100 (a)
   

1,708

     

1,514

   
Ford Credit Auto Owner Trust, Series 2022-1, Class C, 4.67%, 11/15/34,
Callable 5/15/27 @ 100 (a)
   

2,000

     

1,955

   
Ford Credit Auto Owner Trust, Series 2021-2, Class C, 2.11%, 5/15/34,
Callable 11/15/26 @ 100 (a)
   

2,250

     

1,968

   
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class C,
1.02%, 9/15/26, Callable 5/15/24 @ 100 (a)
   

1,325

     

1,268

   
Foursight Capital Automobile Receivables Trust, Series 2023-1, Class B,
5.35%, 3/15/28, Callable 4/15/25 @ 100 (a)
   

4,385

     

4,384

   

FRTKL, Series 2021-SFR1, Class D, 2.17%, 9/17/38 (a)

   

1,500

     

1,273

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
GLS Auto Receivables Issuer Trust, Series 2020-4A, Class C, 1.14%, 11/17/25,
Callable 2/15/25 @ 100 (a)
 

$

2,349

   

$

2,314

   
GLS Auto Receivables Issuer Trust, Series 2020-3A, Class C, 1.92%, 5/15/25,
Callable 10/15/24 @ 100 (a)
   

972

     

963

   
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class C, 1.11%, 9/15/26,
Callable 8/15/25 @ 100 (a)
   

2,167

     

2,054

   
GLS Auto Receivables Issuer Trust, Series 2A, Class C, 4.57%, 4/15/26,
Callable 8/15/24 @ 100 (a)
   

1,250

     

1,233

   
GM Financial Automobile Leasing Trust, Series 2020-3, Class C, 1.11%, 10/21/24,
Callable 4/20/23 @ 100
   

4,464

     

4,419

   
GM Financial Revolving Receivables Trust, Series 2021-1, Class C,
1.67%, 6/12/34, Callable 9/11/26 @ 100 (a)
   

1,000

     

851

   

Golden Credit Card Trust, Series 2021-1A, Class B, 1.44%, 8/15/28 (a)

   

4,500

     

3,970

   

Golden Credit Card Trust, Series 2021-1A, Class C, 1.74%, 8/15/28 (a)

   

2,233

     

1,971

   

Golden Credit Card Trust, Series 2021-1A, Class A, 1.14%, 8/15/28 (a)

   

5,000

     

4,448

   
Golub Capital Partners CLO Ltd., Series 2020-52A, Class A2,
6.61% (LIBOR03M+180bps), 1/20/34, Callable 10/20/28 @ 100 (a) (b)
   

5,000

     

4,891

   
Hertz Vehicle Financing III LLC, Series 2022-1A, Class B, 2.19%, 6/25/26,
Callable 6/25/25 @ 100 (a)
   

1,900

     

1,747

   

Hertz Vehicle Financing III LP, Series 2021-2A, Class C, 2.52%, 12/27/27 (a)

   

1,833

     

1,575

   
Hertz Vehicle Financing LLC, Series 2022-2A, Class A, 2.33%, 6/26/28,
Callable 6/25/27 @ 100 (a)
   

3,750

     

3,353

   
Hertz Vehicle Financing LLC, Series 2022-2A, Class B, 2.65%, 6/26/28,
Callable 6/25/27 @ 100 (a)
   

2,480

     

2,192

   
Hertz Vehicle Financing LLC, Series 2022-4A, Class B, 4.12%, 9/25/26,
Callable 9/25/25 @ 100 (a)
   

5,000

     

4,773

   
Hertz Vehicle Financing LLC, Series 2022-4A, Class A, 3.73%, 9/25/26,
Callable 9/25/25 @ 100 (a)
   

3,000

     

2,886

   

Hertz Vehicle Financing LLC, Series 2021-1A, Class C, 2.05%, 12/26/25 (a)

   

1,667

     

1,529

   
Hertz Vehicle Financing LLC, Series 2022-2A, Class C, 2.95%, 6/26/28,
Callable 6/25/27 @ 100 (a)
   

3,500

     

3,000

   
HPEFS Equipment Trust, Series 2020-1A, Class C, 2.03%, 2/20/30,
Callable 3/20/23 @ 100 (a)
   

354

     

353

   
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30,
Callable 5/20/23 @ 100 (a)
   

1,909

     

1,901

   
HPEFS Equipment Trust, Series 2021-2A, Class D, 1.29%, 3/20/29,
Callable 7/20/24 @ 100 (a)
   

4,531

     

4,233

   
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31,
Callable 2/20/24 @ 100 (a)
   

5,180

     

4,920

   
JPMorgan Chase Bank NA, Series 2021-2, Class D, 1.14%, 12/26/28,
Callable 4/25/25 @ 100 (a)
   

473

     

453

   
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28,
Callable 10/25/24 @ 100 (a)
   

246

     

241

   
JPMorgan Chase Bank NA, Series 2021-1, Class D, 1.17%, 9/25/28,
Callable 3/25/25 @ 100 (a)
   

1,693

     

1,629

   
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28,
Callable 3/25/25 @ 100 (a)
   

847

     

817

   
JPMorgan Chase Bank NA, Series 2021-3, Class D, 1.01%, 2/26/29,
Callable 4/25/25 @ 100 (a)
   

1,526

     

1,438

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
JPMorgan Chase Bank NA, Series 2020-1, Class D, 1.89%, 1/25/28,
Callable 5/25/24 @ 100 (a)
 

$

144

   

$

142

   
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28,
Callable 4/25/25 @ 100 (a)
   

801

     

768

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU,
Class D, 2.08%, 1/5/40 (a)
   

2,700

     

2,053

   
Kubota Credit Owner Trust, Series 2022-1A, Class A3, 2.67%, 10/15/26,
Callable 2/15/26 @ 100 (a)
   

2,000

     

1,904

   
LAD Auto Receivables Trust, Series 2021-1A, Class B, 1.94%, 11/16/26,
Callable 5/15/25 @ 100 (a)
   

1,750

     

1,629

   
LAD Auto Receivables Trust, Series 2021-1A, Class C, 2.35%, 4/15/27,
Callable 5/15/25 @ 100 (a)
   

2,500

     

2,281

   

Master Credit Card Trust, Series 2022-2A, Class C, 2.73%, 7/21/28 (a)

   

1,719

     

1,546

   

Master Credit Card Trust, Series 2021-1A, Class C, 1.06%, 11/21/25 (a)

   

5,775

     

5,402

   

Master Credit Card Trust, Series 2020-1A, Class C, 2.59%, 9/21/24 (a)

   

2,125

     

2,114

   

Master Credit Card Trust II, Series 2023-1A, Class C, 5.87%, 6/21/27 (a)

   

1,800

     

1,794

   

Master Credit Card Trust II, Series 2020-1A, Class B, 2.27%, 9/21/24 (a)

   

833

     

829

   

MVW LLC, Series 2021-1WA, Class B, 1.44%, 1/22/41, Callable 3/20/26 @ 100 (a)

   

735

     

674

   
MVW Owner Trust, Series 2018-1A, Class A, 3.45%, 1/21/36,
Callable 5/20/24 @ 100 (a)
   

1,560

     

1,517

   
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class B1,
2.41%, 10/20/61, Callable 10/20/24 @ 100 (a)
   

1,832

     

1,530

   
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class A1,
1.91%, 10/20/61, Callable 10/20/24 @ 100 (a)
   

6,097

     

5,310

   
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49,
Callable 11/19/23 @ 100 (a)
   

3,466

     

3,090

   
NP SPE II LLC, Series 2019-2A, Class A2, 3.10%, 11/19/49,
Callable 5/19/23 @ 100 (a)
   

3,591

     

3,189

   
NP SPE II LLC, Series 2017-1A, Class A2, 4.22%, 10/21/47,
Callable 4/20/23 @ 100 (a)
   

5,875

     

5,436

   
Oscar U.S. Funding XII LLC, Series 1A, Class A4, 1.00%, 4/10/28,
Callable 2/10/25 @ 100 (a)
   

930

     

859

   
Oscar US Funding XIV LLC, Series 2022-1A, Class A4, 2.82%, 4/10/29,
Callable 3/10/26 @ 100 (a)
   

2,000

     

1,888

   
Pawnee Equipment Receivables LLC, Series 2021-1, Class B, 1.82%, 7/15/27,
Callable 9/15/25 @ 100 (a)
   

1,637

     

1,508

   
PenFed Auto Receivables Owner Trust, Series 2022-A, Class A4, 4.18%, 12/15/28,
Callable 3/15/26 @ 100 (a)
   

3,000

     

2,968

   
PenFed Auto Receivables Owner Trust, Series 2022-A, Class D, 5.85%, 6/17/30,
Callable 3/15/26 @ 100 (a)
   

912

     

902

   
Prestige Auto Receivables Trust, Series 2019-1A, Class D, 3.01%, 8/15/25,
Callable 5/15/23 @ 100 (a)
   

5,750

     

5,713

   

Progress Residential, Series 2021-SFR4, Class C, 2.04%, 5/17/38 (a)

   

2,351

     

2,092

   

Progress Residential, Series 2021-SFR4, Class D, 2.31%, 5/17/38 (a)

   

2,500

     

2,218

   
Progress Residential Trust, Series 2021-SFR6, Class D, 2.23%, 7/17/38,
Callable 7/17/26 @ 100 (a)
   

3,000

     

2,581

   

Progress Residential Trust, Series 2021-SFR3, Class D, 2.29%, 5/17/26 (a)

   

2,000

     

1,725

   

Progress Residential Trust, Series 2021-SFR5, Class D, 2.11%, 7/16/26 (a)

   

2,000

     

1,703

   

Progress Residential Trust, Series 2021-SFR7, Class B, 1.94%, 8/17/40 (a)

   

3,250

     

2,684

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%, 8/16/32,
Callable 2/15/26 @ 100 (a)
 

$

3,442

   

$

3,421

   
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class D,
8.20%, 12/15/32, Callable 11/15/26 @ 100 (a)
   

2,812

     

2,813

   
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class C,
7.38%, 5/15/32, Callable 11/15/25 @ 100 (a)
   

3,373

     

3,297

   
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B,
5.28%, 5/15/32, Callable 11/15/25 @ 100 (a)
   

3,036

     

2,966

   
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class D,
6.79%, 8/16/32, Callable 2/15/26 @ 100 (a)
   

4,457

     

4,419

   
Santander Bank NA, Series 2021-1A, Class B, 1.83%, 12/15/31,
Callable 7/15/25 @ 100 (a)
   

853

     

824

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class C,
1.29%, 4/15/26, Callable 4/15/25 @ 100 (a)
   

2,500

     

2,403

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class E,
4.13%, 1/15/27, Callable 4/15/25 @ 100 (a)
   

1,000

     

969

   
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D,
5.49%, 4/15/26, Callable 9/15/24 @ 100 (a)
   

2,000

     

1,981

   
Santander Consumer Auto Receivables Trust, Series 2020-BA, Class D,
2.14%, 12/15/26, Callable 4/15/25 @ 100 (a)
   

5,000

     

4,772

   
Santander Drive Auto Receivables Trust, Series 2020-3, Class C, 1.12%, 1/15/26,
Callable 7/15/24 @ 100
   

721

     

716

   
Santander Retail Auto Lease Trust, Series 2021-C, Class C, 1.11%, 3/20/26,
Callable 6/20/24 @ 100 (a)
   

1,312

     

1,233

   
Santander Retail Auto Lease Trust, Series 2020-B, Class C, 1.18%, 12/20/24,
Callable 2/20/24 @ 100 (a)
   

2,750

     

2,633

   
SCF Equipment Leasing LLC, Series 2020-1A, Class B, 2.02%, 3/20/28,
Callable 9/20/24 @ 100 (a)
   

3,823

     

3,654

   
SCF Equipment Leasing LLC, Series 2019-2, Class C, 3.11%, 6/21/27,
Callable 11/20/24 @ 100 (a)
   

6,500

     

6,155

   
SCF Equipment Leasing LLC, Series 2022-2A, Class C, 6.50%, 8/20/32,
Callable 10/20/29 @ 100 (a)
   

2,356

     

2,382

   
SCF Equipment Leasing LLC, Series 2022-2A, Class D, 6.50%, 10/20/32,
Callable 10/20/29 @ 100 (a)
   

2,144

     

2,049

   
SCF Equipment Leasing LLC, Series 1A, Class B, 1.37%, 8/20/29,
Callable 11/20/24 @ 100 (a)
   

500

     

453

   
SCF Equipment Leasing LLC, Series 2020-1A, Class C, 2.60%, 8/21/28,
Callable 9/20/24 @ 100 (a)
   

3,800

     

3,528

   
SLM Student Loan Trust, Series 2003-14, Class B, 5.37% (LIBOR03M+55bps),
10/25/65, Callable 4/25/29 @ 100 (b)
   

432

     

395

   
SLM Student Loan Trust, Series 2012-6, Class B, 5.51% (LIBOR01M+100bps),
4/27/43, Callable 10/25/29 @ 100 (b)
   

2,500

     

2,241

   
Stack Infrastructure Issuer LLC, Series 2019-2A, Class A2, 3.08%, 10/25/44,
Callable 4/25/23 @ 100 (a)
   

2,000

     

1,901

   
Synchrony Card Funding LLC, Series 2022-A1, Class A, 3.37%, 4/15/28,
Callable 4/15/25 @ 100
   

2,200

     

2,142

   

Synchrony Credit Card Master Note Trust, Series 2018-2, Class C, 3.87%, 5/15/26

   

7,583

     

7,547

   
Tesla Auto Lease Trust, Series 2020-A, Class C, 1.68%, 2/20/24,
Callable 3/20/23 @ 100 (a)
   

2,000

     

1,989

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Transportation Finance Equipment Trust, Series 2019-1, Class C, 2.19%, 8/23/24,
Callable 5/23/23 @ 100 (a)
 

$

1,250

   

$

1,236

   

Tricon Residential Trust, Series 2022-SFR1, Class A, 3.86%, 4/17/39 (a)

   

1,500

     

1,433

   
Tricon Residential Trust, Series 2022-SFR2, Class B, 5.24%, 7/17/40,
Callable 7/17/28 @ 100 (a)
   

1,800

     

1,782

   

Trillium Credit Card Trust II, Series 2021-1A, Class C, 2.42%, 10/26/29 (a)

   

9,300

     

8,274

   
Trinity Rail Leasing LLC, Series 2021-1A, Class A, 2.26%, 7/19/51,
Callable 1/19/24 @ 100 (a)
   

940

     

813

   
Trinity Rail Leasing LLC, Series 2022-1, Class A, 4.55%, 5/20/52,
Callable 10/21/24 @ 100 (a)
   

2,457

     

2,326

   
Trinity Rail Leasing LLC, Series 2019-1, Class A, 3.82%, 4/17/49,
Callable 4/17/23 @ 100 (a)
   

3,315

     

3,119

   
United Auto Credit Securitization Trust, Series 2023-1, Class C, 6.28%, 7/10/28,
Callable 2/10/27 @ 100 (a)
   

7,000

     

6,993

   
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27,
Callable 3/10/25 @ 100 (a)
   

3,250

     

3,153

   
Vantage Data Centers LLC, Series 2020-2A, Class A2, 1.99%, 9/15/45,
Callable 9/15/25 @ 100 (a)
   

9,000

     

7,650

   
VB-S1 Issuer LLC — VBTEL, Series 2022-1A, Class D, 4.29%, 2/15/52,
Callable 2/15/26 @ 100 (a)
   

563

     

507

   
VB-S1 Issuer LLC — VBTEL, Series 2022-1A, Class F, 5.27%, 2/15/52,
Callable 2/15/26 @ 100 (a)
   

2,500

     

2,133

   
VB-S1 Issuer LLC — VBTEL, Series 2022-1A, Class C2II, 3.71%, 2/15/52,
Callable 2/15/30 @ 100 (a)
   

4,500

     

3,796

   
Verizon Owner Trust, Series 2020-A, Class C, 2.06%, 7/22/24,
Callable 5/20/23 @ 100
   

5,000

     

4,949

   
Volvo Financial Equipment LLC, Series 2019-2A, Class A4, 2.14%, 9/16/24,
Callable 8/15/23 @ 100 (a)
   

1,812

     

1,795

   
Wells Fargo Commercial Mortgage Trust, Series 2021-SAVE, Class D,
6.96% (LIBOR01M+250bps), 2/15/40 (a) (b)
   

1,364

     

1,226

   
Westlake Automobile Receivables Trust, Series 2019-2A, Class D, 3.20%, 11/15/24,
Callable 5/15/23 @ 100 (a)
   

662

     

660

   
World Omni Auto Receivables Trust, Series 2021-C, Class C, 1.06%, 4/17/28,
Callable 7/15/25 @ 100
   

5,000

     

4,550

   
World Omni Select Auto Trust, Series 2020-A, Class C, 1.25%, 10/15/26,
Callable 7/15/24 @ 100
   

3,750

     

3,551

   
World Omni Select Auto Trust, Series 2021-A, Class C, 1.09%, 11/15/27,
Callable 3/15/25 @ 100
   

1,250

     

1,146

   

Total Asset-Backed Securities (Cost $492,015)

   

459,808

   

Collateralized Mortgage Obligations (18.8%)

 
37 Capital CLO I, Series 2021-1A, Class C, 7.04% (LIBOR03M+225bps),
10/15/34, Callable 4/15/30 @ 100 (a) (b)
   

2,750

     

2,562

   
720 East CLO Ltd., Series 2022-1A, Class B, 7.82% (TSFR3M+325bps),
1/20/36, Callable 1/20/30 @ 100 (a) (b)
   

4,650

     

4,637

   
720 East CLO Ltd., Series 2022-1A, Class C, 8.82% (TSFR3M+425bps),
1/20/36, Callable 1/20/30 @ 100 (a) (b)
   

6,000

     

5,950

   
AB BSL CLO 1 Ltd., Series 2020-1A, Class A2AR, 6.28% (TSFR3M+165bps),
1/15/35, Callable 10/15/29 @ 100 (a) (b)
   

3,500

     

3,348

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
AB BSL CLO 1 Ltd., Series 2020-1A, Class BR, 6.63% (TSFR3M+200bps),
1/15/35, Callable 10/15/29 @ 100 (a) (b)
 

$

3,000

   

$

2,931

   
AB BSL CLO 1 Ltd., Series 2020-1A, Class CR, 7.13% (TSFR3M+250bps),
1/15/35, Callable 10/15/29 @ 100 (a) (b)
   

3,000

     

2,801

   
AIMCO CLO 17 Ltd., Series 2022-17A, Class B, 6.74% (TSFR3M+210bps),
7/20/35, Callable 4/20/29 @ 100 (a) (b)
   

3,000

     

3,000

   
AOA Mortgage Trust, Series 2021-1177, Class D, 6.28% (LIBOR01M+182bps),
10/15/36 (a) (b)
   

10,600

     

9,546

   
AOA Mortgage Trust, Series 2021-1177, Class B, 5.63% (LIBOR01M+117bps),
10/15/36 (a) (b)
   

3,000

     

2,776

   
Arbor Multifamily Mortgage Securities Trust, Series 2021-MF2, Class B,
2.56%, 6/15/54, Callable 7/15/31 @ 100 (a) (c)
   

3,200

     

2,506

   
Arbor Multifamily Mortgage Securities Trust, Series 2020-MF1, Class C,
3.60%, 5/15/53, Callable 5/15/30 @ 100 (a) (c)
   

1,500

     

1,221

   
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class D,
6.26% (LIBOR01M+180bps), 9/15/32 (a) (b)
   

3,585

     

3,455

   

Aventura Mall Trust, Series 2018-AVM, Class D, 4.11%, 7/5/40 (a) (c)

   

12,420

     

10,501

   

Aventura Mall Trust, Series 2018-AVM, Class A, 4.11%, 7/5/40 (a) (c)

   

1,450

     

1,361

   

Aventura Mall Trust, Series 2018-AVM, Class C, 4.11%, 7/5/40 (a) (c)

   

1,310

     

1,152

   
Ballyrock CLO, Series 2020-2A, Class A2R, 6.36% (LIBOR03M+155bps), 10/20/31,
Callable 7/20/28 @ 100 (a) (b)
   

4,000

     

3,894

   
Ballyrock CLO 15 Ltd., Series 2021-1A, Class B, 6.84% (LIBOR03M+205bps),
4/15/34, Callable 4/15/29 @ 100 (a) (b)
   

5,000

     

4,729

   
Ballyrock CLO 18 Ltd., Series 2021-18A, Class A2, 6.44% (LIBOR03M+165bps),
1/15/35, Callable 1/15/30 @ 100 (a) (b)
   

2,750

     

2,657

   
Ballyrock CLO 20 Ltd., Series 2022-20A, Class A2A, 7.71% (TSFR3M+305bps),
7/15/34, Callable 4/15/29 @ 100 (a) (b)
   

3,000

     

2,994

   
BAMLL Commercial Mortgage Securities Trust, Series 2015-200P, Class D,
3.60% (LIBOR01M+105bps), 4/14/33, Callable 4/14/25 @ 100 (a) (b)
   

12,485

     

11,271

   
BAMLL Commercial Mortgage Securities Trust, Series 2020-BOC, Class C,
3.03%, 1/15/32 (a)
   

5,000

     

4,342

   

BANK, Series 2017-BNK4, Class AS, 3.78%, 5/15/50, Callable 4/15/27 @ 100

   

5,000

     

4,650

   
BBCMS Mortgage Trust, Series 2020-BID, Class B, 7.00% (LIBOR01M+254bps),
10/15/37 (a) (b)
   

5,000

     

4,837

   
BBCMS Mortgage Trust, Series 2022-C16, Class AS, 4.60%, 6/15/55,
Callable 6/15/32 @ 100 (c)
   

1,622

     

1,524

   
BBCMS Mortgage Trust, Series 2020-BID, Class C, 8.10% (LIBOR01M+364bps),
10/15/37 (a) (b)
   

5,000

     

4,793

   
BBCMS Mortgage Trust, Series 2020-BID, Class D, 9.09% (LIBOR01M+463bps),
10/15/37 (a) (b)
   

14,600

     

14,290

   
BBCRE Trust, Series 2015-GTP, Class A, 3.97%, 8/10/33,
Callable 5/10/25 @ 100 (a)
   

5,935

     

5,634

   
Benchmark Mortgage Trust, Series 2019-B14, Class AS, 3.35%, 12/15/61,
Callable 11/15/29 @ 100
   

5,000

     

4,479

   
Benchmark Mortgage Trust, Series 2021-B25, Class 300D, 2.99%, 4/15/54,
Callable 4/15/31 @ 100 (a) (c)
   

2,417

     

1,626

   
Benchmark Mortgage Trust, Series 2022-B36, Class XA, 0.64%, 7/15/55,
Callable 6/15/32 @ 100 (c) (d)
   

40,630

     

2,044

   

BPR Trust, Series 2021-TY, Class D, 6.81% (LIBOR01M+235bps), 9/15/38 (a) (b)

   

5,688

     

5,347

   

BPR Trust, Series 2021-TY, Class B, 5.61% (LIBOR01M+115bps), 9/15/38 (a) (b)

   

750

     

704

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

BPR Trust, Series 2022-OANA, Class A, 6.38% (TSFR1M+190bps), 4/15/37 (a) (b)

 

$

4,500

   

$

4,450

   

BPR Trust, Series 2022-OANA, Class D, 8.17% (TSFR1M+370bps), 4/15/37 (a) (b)

   

9,500

     

9,223

   

BX Commercial Mortgage Trust, Series 2020-VIV2, Class C, 3.54%, 3/9/44 (a) (c)

   

5,640

     

4,759

   
BX Commercial Mortgage Trust, Series 2019-XL, Class C,
5.84% (LIBOR01M+125bps), 10/15/36 (a) (b)
   

7,367

     

7,270

   
BX Commercial Mortgage Trust, Series 2021-SOAR, Class D,
5.86% (LIBOR01M+140bps), 6/15/38 (a) (b)
   

2,288

     

2,202

   
BX Commercial Mortgage Trust, Series 2019-XL, Class B,
5.67% (LIBOR01M+108bps), 10/15/36 (a) (b)
   

7,766

     

7,690

   
BX Commercial Mortgage Trust, Series 2019-XL, Class D,
6.04% (LIBOR01M+145bps), 10/15/36 (a) (b)
   

3,400

     

3,335

   
BX Commercial Mortgage Trust, Series 2022-CSMO, Class D,
8.82% (TSFR1M+434bps), 6/15/27 (a) (b)
   

7,000

     

6,955

   

BX Commercial Mortgage Trust, Series 2021-VIVA, Class D, 3.55%, 3/11/44 (a) (c)

   

5,000

     

3,979

   
BX Commercial Mortgage Trust, Series 2021-VOLT, Class B,
5.41% (LIBOR01M+85bps), 9/15/36 (a) (b)
   

1,500

     

1,447

   
BX Commercial Mortgage Trust, Series 2022-CSMO, Class C,
8.37% (TSFR1M+389bps), 6/15/27 (a) (b)
   

15,000

     

14,932

   
BX Commercial Mortgage Trust, Series 2020-VIV4, Class X, 0.70%, 11/10/42,
Callable 9/9/29 @ 100 (a) (c) (d)
   

144,200

     

5,940

   
BX Mortgage Trust, Series 2021-PAC, Class B,
5.36% (LIBOR01M+90bps), 10/15/36 (a) (b)
   

3,250

     

3,127

   

BX Trust, Series 2021-ARIA, Class D, 6.35% (LIBOR01M+190bps), 10/15/36 (a) (b)

   

3,000

     

2,849

   

BX Trust, Series 2022-CLS, Class C, 6.79%, 10/13/27 (a)

   

2,500

     

2,492

   

BX Trust, Series 2022-CLS, Class B, 6.30%, 10/13/27 (a)

   

3,000

     

2,976

   

BXP Trust, Series 2021-601L, Class C, 2.78%, 1/15/44 (a) (c)

   

3,750

     

2,748

   

BXP Trust, Series 2021-601L, Class D, 2.78%, 1/15/44 (a) (c)

   

5,750

     

3,743

   

BXP Trust, Series 2021-601L, Class B, 2.78%, 1/15/44 (a) (c)

   

5,545

     

4,252

   
CAMB Commercial Mortgage Trust, Series 2021-CX2, Class A, 2.70%, 11/10/46,
Callable 11/10/31 @ 100 (a)
   

2,500

     

2,082

   
Citigroup Commercial Mortgage Trust, Series 2019-SMRT, Class D,
4.74%, 1/10/36 (a) (c)
   

1,250

     

1,215

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class D,
3.23%, 12/10/41 (a)
   

5,000

     

3,854

   
Citigroup Commercial Mortgage Trust, Series 2020-555, Class B,
2.83%, 12/10/41 (a)
   

4,000

     

3,347

   
Columbia Cent CLO 29 Ltd., Series 2020-29A, Class BR,
6.51% (LIBOR03M+170bps), 10/20/34, Callable 4/20/30 @ 100 (a) (b)
   

3,000

     

2,885

   
Columbia Cent CLO 32 Ltd., Series 2022-32A, Class BF, 5.20%, 7/24/34,
Callable 7/24/29 @ 100 (a)
   

3,750

     

3,466

   
COMM Mortgage Trust, Series 2013-CCRE11, Class AM, 4.72%, 8/10/50,
Callable 10/10/23 @ 100 (c)
   

5,000

     

4,940

   
COMM Mortgage Trust, Series 2020-CX, Class A, 2.17%, 11/10/46,
Callable 11/10/30 @ 100 (a)
   

13,000

     

10,617

   
COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 2/10/37,
Callable 2/10/25 @ 100 (a)
   

9,700

     

8,902

   
COMM Mortgage Trust, Series 2020-CBM, Class A2, 2.90%, 2/10/37,
Callable 2/10/25 @ 100 (a)
   

2,660

     

2,486

   
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49,
Callable 8/10/24 @ 100 (a) (c)
   

11,600

     

11,096

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
COMM Mortgage Trust, Series 2015-PC1, Class AM, 4.29%, 7/10/50,
Callable 6/10/25 @ 100 (c)
 

$

3,000

   

$

2,889

   
COMM Mortgage Trust, Series 2015-PC1, Class B, 4.29%, 7/10/50,
Callable 6/10/25 @ 100 (c)
   

3,399

     

3,190

   

CSMC, Series 2019-UVIL, Class A, 3.16%, 12/15/41 (a)

   

1,950

     

1,688

   
CSMC Trust, Series 2020-WEST, Class A, 3.04%, 2/15/35,
Callable 2/15/30 @ 100 (a)
   

2,500

     

2,010

   

CSMC Trust, Series 2019-UVIL, Class C, 3.28%, 12/15/41 (a) (c)

   

5,000

     

4,008

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

5,000

     

4,258

   
DBJPM Mortgage Trust, Series 2016-SFC, Class B, 3.24%, 8/10/36,
Callable 8/10/26 @ 100 (a)
   

2,500

     

2,017

   
Dryden 109 CLO Ltd., Series 2022-112A, Class C, 6.73% (TSFR3M+400bps),
8/15/34, Callable 2/15/29 @ 100 (a) (b)
   

3,000

     

2,952

   
Extended Stay America Trust, Series 2021-ESH, Class D,
6.71% (LIBOR01M+225bps), 7/15/38 (a) (b)
   

4,393

     

4,274

   
Flatiron CLO 18 Ltd., Series 2018-1A, Class A, 5.87% (LIBOR03M+95bps),
4/17/31, Callable 1/17/29 @ 100 (a) (b)
   

3,500

     

3,472

   
Flatiron CLO 20 Ltd., Series 2020-1A, Class B, 6.43% (LIBOR03M+175bps),
11/20/33, Callable 11/20/28 @ 100 (a) (b)
   

750

     

735

   
Flatiron RR CLO 22 LLC, Series 2021-2A, Class B, 6.39% (LIBOR03M+160bps),
10/15/34, Callable 10/15/30 @ 100 (a) (b)
   

3,000

     

2,903

   
Golub Capital Partners 48 LP, Series 2020-48A, Class B1,
6.59% (LIBOR03M+180bps), 4/17/33, Callable 1/17/29 @ 100 (a) (b)
   

4,350

     

4,188

   
Golub Capital Partners CLO Ltd., Series 2020-52A, Class C,
7.61% (LIBOR03M+280bps), 1/20/34, Callable 10/20/28 @ 100 (a) (b)
   

3,500

     

3,379

   
GS Mortgage Securities Corp. Trust, Series 2022-SHIP, Class D,
6.08% (TSFR1M+161bps), 8/15/24 (a) (b)
   

1,000

     

972

   
GS Mortgage Securities Corp. Trust, Series 2022-SHIP, Class C,
6.40% (TSFR1M+192bps), 8/15/24 (a) (b)
   

1,000

     

987

   
GS Mortgage Securities Corp. Trust, Series 2020-UPTN, Class B,
2.95%, 12/10/39, Callable 2/10/25 @ 100 (a)
   

1,735

     

1,596

   
GS Mortgage Securities Trust, Series 2019-GSA1, Class AS, 3.34%, 11/10/52,
Callable 11/10/29 @ 100
   

5,000

     

4,411

   
GS Mortgage Securities Trust, Series 2019-GSA1, Class A4, 3.05%, 11/10/52,
Callable 11/10/29 @ 100
   

4,000

     

3,603

   

Hilton USA Trust, Series 2016-HHV, Class C, 4.19%, 11/5/38 (a) (c)

   

824

     

760

   

Hilton USA Trust, Series 2016-HHV, Class B, 4.19%, 11/5/38 (a) (c)

   

4,650

     

4,332

   

Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)

   

7,924

     

7,369

   

Hudson Yards Mortgage Trust, Series 2019-55HY, Class D, 2.94%, 12/10/41 (a) (c)

   

10,672

     

8,130

   

Hudson Yards Mortgage Trust, Series 2019-55HY, Class A, 2.94%, 12/10/41 (a) (c)

   

6,960

     

6,088

   
Hudson Yards Mortgage Trust, Series 2016-10HY, Class A, 2.84%, 8/10/38,
Callable 8/10/26 @ 100 (a)
   

5,020

     

4,555

   

Hudson Yards Mortgage Trust, Series 2019-30HY, Class A, 3.23%, 7/10/39 (a)

   

1,245

     

1,111

   

Hudson Yards Mortgage Trust, Series 2019-30HY, Class D, 3.44%, 7/10/39 (a) (c)

   

9,947

     

7,958

   
ILPT Commercial Mortgage Trust, Series 2022-LPF2, Class C,
7.97% (TSFR1M+349bps), 10/15/39 (a) (b)
   

1,900

     

1,930

   
ILPT Commercial Mortgage Trust, Series 2022-LPFX, Class A,
3.82%, 3/15/32 (a) (c)
   

2,500

     

2,017

   

Jackson Park Trust, Series 2019-LIC, Class A, 2.77%, 10/14/39 (a)

   

5,000

     

4,227

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Jackson Park Trust, Series 2019-LIC, Class C, 3.13%, 10/14/39 (a) (c)

 

$

5,000

   

$

4,085

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2021-2NU,
Class XA, 0.09%, 1/5/40 (a) (c) (d)
   

226,300

     

969

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C13,
Class C, 4.12%, 1/15/46, Callable 7/15/23 @ 100 (c)
   

468

     

459

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C10,
Class C, 4.17%, 12/15/47 (c)
   

3,045

     

2,773

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C10,
Class B, 3.67%, 12/15/47 (c)
   

2,250

     

2,218

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB,
Class C, 3.75%, 6/5/39, Callable 6/5/29 @ 100 (a) (c)
   

1,886

     

1,648

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB,
Class D, 3.78%, 6/5/39, Callable 6/5/29 @ 100 (a) (c)
   

2,000

     

1,665

   
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2019-OSB,
Class A, 3.40%, 6/5/39, Callable 6/5/29 @ 100 (a)
   

5,000

     

4,498

   
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 5.41% (LIBOR01M+95bps),
5/15/36 (a) (b)
   

2,250

     

2,225

   
KNDL Mortgage Trust, Series 2019-KNSQ, Class E, 6.26% (LIBOR01M+180bps),
5/15/36 (a) (b)
   

2,500

     

2,464

   
LCM Ltd., Series 2032A, Class B, 6.51% (LIBOR03M+170bps), 7/20/34,
Callable 7/20/29 @ 100 (a) (b)
   

2,500

     

2,405

   
LCM Ltd., Series 36A, Class A2, 6.19% (LIBOR03M+140bps), 1/15/34,
Callable 4/15/30 @ 100 (a) (b)
   

3,000

     

2,888

   
Life BMR Mortgage Trust, Series 2021-BMR, Class D, 5.86% (LIBOR01M+140bps),
3/15/38 (a) (b)
   

4,423

     

4,252

   
Life Mortgage Trust, Series 2022-BMR2, Class C, 6.57% (TSFR1M+209bps),
5/15/39, Callable 5/15/24 @ 100 (a) (b)
   

2,250

     

2,216

   

Manhattan West, Series 2020-1MW, Class D, 2.33%, 9/10/40 (a) (c)

   

4,250

     

3,492

   

Manhattan West Mortgage Trust, Series 2020-1MW, Class A, 2.13%, 9/10/39 (a)

   

6,500

     

5,698

   

Manhattan West Mortgage Trust, Series 2020-1MW, Class C, 2.33%, 9/10/39 (a) (c)

   

5,000

     

4,252

   
MHC Commercial Mortgage Trust, Series MHC, Class D,
6.06% (LIBOR01M+160bps), 4/15/26 (a) (b)
   

2,000

     

1,934

   
MHC Trust, Series 2021-MHC2, Class D, 5.96% (LIBOR01M+150bps),
5/15/23 (a) (b)
   

1,900

     

1,830

   

MHP, Series 2022-MHIL, Class D, 6.09% (SOFR30A+161bps), 1/15/27 (a) (b)

   

2,429

     

2,305

   
Morgan Stanley Capital I Trust, Series 2021-PLZA, Class C, 2.81%, 11/9/31,
Callable 5/9/31 @ 100 (a)
   

2,750

     

1,993

   
Morgan Stanley Eaton Vance CLO, Series 2021-1A, Class B,
6.47% (LIBOR03M+165bps), 10/20/34, Callable 4/23/29 @ 100 (a) (b)
   

2,500

     

2,407

   
Mountain View CLO Ltd., Series 2013-1A, Class CRR, 7.01% (LIBOR03M+220bps),
10/12/30, Callable 1/12/29 @ 100 (a) (b)
   

4,000

     

3,718

   
MTN Commercial Mortgage Trust, Series 2022-LPFL, Class C,
6.87% (TSFR1M+239bps), 3/15/39 (a) (b)
   

3,000

     

2,929

   
Neuberger Berman Loan Advisers CLO 44 Ltd., Series 2021-44A, Class B,
6.39% (LIBOR03M+160bps), 10/16/34, Callable 10/16/29 @ 100 (a) (b)
   

2,500

     

2,436

   
Neuberger Berman Loan Advisers CLO Ltd., Series 2018-29A, Class B2,
4.60%, 10/19/31, Callable 1/19/29 @ 100 (a)
   

5,000

     

4,714

   
Oaktree CLO Ltd., Series 2022-3A, Class B1, 7.76% (TSFR3M+310bps), 7/15/35,
Callable 4/15/30 @ 100 (a) (b)
   

3,000

     

2,989

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Oaktree CLO Ltd., Series 2022-3A, Class C, 8.81% (TSFR3M+415bps), 7/15/35,
Callable 4/15/30 @ 100 (a) (b)
 

$

3,000

   

$

2,992

   
Oaktree CLO Ltd., Series 2022-2A, Class B, 7.41% (TSFR3M+275bps), 7/15/33,
Callable 7/15/28 @ 100 (a) (b)
   

6,500

     

6,430

   
Oaktree CLO Ltd., Series 2022-1A, Class B, 6.22% (TSFR3M+195bps), 5/15/33,
Callable 11/15/28 @ 100 (a) (b)
   

1,667

     

1,624

   
Octagon 57 Ltd., Series 2021-1A, Class B1, 6.44% (LIBOR03M+165bps), 10/15/34,
Callable 10/15/29 @ 100 (a) (b)
   

3,000

     

2,922

   
Octagon Investment Partners 48 Ltd., Series 2020-3A, Class BR,
6.41% (LIBOR03M+160bps), 10/20/34, Callable 7/20/30 @ 100 (a) (b)
   

1,200

     

1,164

   

One Bryant Park Trust, Series 2019-OBP, Class A, 2.52%, 9/13/49 (a)

   

11,040

     

9,376

   
One New York Plaza Trust, Series 2020-1NYP, Class A,
5.41% (LIBOR01M+95bps), 1/15/26 (a) (b)
   

2,625

     

2,506

   
ONE PARK Mortgage Trust, Series 2021-PARK, Class D,
6.09% (LIBOR01M+150bps), 3/15/36 (a) (b)
   

5,000

     

4,642

   
Palmer Square Loan Funding Ltd., Series 2020-4A, Class B,
7.06% (LIBOR03M+230bps), 11/25/28, Callable 2/25/23 @ 100 (a) (b)
   

5,000

     

4,911

   
Palmer Square Loan Funding Ltd., Series 2022-5A, Class C,
8.57% (TSFR3M+391bps), 7/15/35, Callable 10/15/23 @ 100 (a) (b)
   

3,250

     

3,142

   
Palmer Square Loan Funding Ltd., Series 2022-2A, Class A2,
6.56% (TSFR3M+190bps), 10/15/30, Callable 7/15/23 @ 100 (a) (b)
   

3,000

     

2,914

   
Palmer Square Loan Funding Ltd., Series 2020-1A, Class B,
6.58% (LIBOR03M+190bps), 2/20/28, Callable 2/20/23 @ 100 (a) (b)
   

2,000

     

1,952

   

SLG Office Trust, Series 2021-OVA, Class C, 2.85%, 7/15/41 (a)

   

4,000

     

3,185

   

SLG Office Trust, Series 2021-OVA, Class B, 2.71%, 7/15/41 (a)

   

4,000

     

3,253

   

SMRT, Series 2022-MINI, Class E, 7.18% (SOFR30A+270bps), 1/15/24 (a) (b)

   

2,000

     

1,875

   
Sound Point CLO XVIII Ltd., Series 2017-4A, Class B,
6.61% (LIBOR03M+180bps), 1/21/31, Callable 4/20/28 @ 100 (a) (b)
   

1,000

     

922

   
SREIT Trust, Series 2021-MFP2, Class D, 6.03% (LIBOR01M+157bps),
11/15/36 (a) (b)
   

1,000

     

961

   
Stewart Park CLO Ltd., Series 2015-1A, Class A2R, 6.04% (LIBOR03M+125bps),
1/15/30, Callable 10/15/28 @ 100 (a) (b)
   

2,000

     

1,972

   
Stratus CLO Ltd., Series 2021-3A, Class B, 6.36% (LIBOR03M+155bps), 12/29/29,
Callable 4/20/27 @ 100 (a) (b)
   

2,259

     

2,202

   
Stratus CLO Ltd., Series 2022-1A, Class B, 6.99% (TSFR3M+235bps), 7/20/30,
Callable 10/20/28 @ 100 (a) (b)
   

5,000

     

4,909

   
Stratus CLO Ltd., Series 2022-2A, Class C, 8.64% (TSFR3M+400bps), 7/20/30,
Callable 10/20/28 @ 100 (a) (b)
   

2,750

     

2,699

   
Structured Asset Mortgage Investments II Trust, Series 2005-AR5, Class B1,
5.22% (LIBOR01M+50bps), 7/19/35, Callable 2/19/23 @ 100 (b)
   

689

     

646

   
SUMIT Mortgage Trust, Series 2022-BVUE, Class D, 2.89%, 2/12/41,
Callable 2/12/29 @ 100 (a) (c)
   

1,636

     

1,245

   
TRESTLES CLO Ltd., Series 2021-4A, Class B2, 2.72%, 7/21/34,
Callable 4/21/29 @ 100 (a)
   

1,000

     

833

   
Trimaran Cavu Ltd., Series 2019-1A, Class A2, 6.71% (LIBOR03M+190bps),
7/20/32, Callable 10/20/28 @ 100 (a) (b)
   

7,000

     

6,864

   
Trimaran Cavu Ltd., Series 2021-2A, Class B1, 6.57% (LIBOR03M+175bps),
10/25/34, Callable 7/25/29 @ 100 (a) (b)
   

2,500

     

2,385

   
Trimaran Cavu Ltd., Series 2021-3A, Class C1, 7.26% (LIBOR03M+247bps),
1/18/35, Callable 10/18/29 @ 100 (a) (b)
   

5,000

     

4,712

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 
TSTAT Ltd., Series 2022-1A, Class A2, 7.59% (TSFR3M+295bps), 7/20/31,
Callable 1/20/29 @ 100 (a) (b)
 

$

3,000

   

$

2,932

   

TTAN, Series 2021-MHC, Class D, 6.21% (LIBOR01M+180bps), 3/15/38 (a) (b)

   

1,775

     

1,717

   
Venture 46 CLO Ltd., Series 2022-46A, Class BN, 7.64% (TSFR3M+300bps),
7/20/35, Callable 1/20/31 @ 100 (a) (b)
   

3,000

     

2,951

   
Venture 46 CLO Ltd., Series 2022-46A, Class A2F, 5.02%, 7/20/35,
Callable 1/20/31 @ 100 (a)
   

4,500

     

4,078

   
Voya CLO, Series 2017-4A, Class A2, 6.04% (LIBOR03M+125bps), 10/15/30,
Callable 1/15/29 @ 100 (a) (b)
   

2,000

     

1,959

   
Voya CLO Ltd., Series 2015-3A, Class BR, 7.01% (LIBOR03M+220bps), 10/20/31,
Callable 1/20/29 @ 100 (a) (b)
   

1,250

     

1,175

   
Wells Fargo Commercial Mortgage Trust, Series 2020-C56, Class AS,
3.11%, 6/15/53, Callable 4/15/30 @ 100
   

2,000

     

1,717

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class B,
4.22%, 12/15/48, Callable 11/15/25 @ 100 (c)
   

5,000

     

4,646

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4, Class AS,
3.97%, 12/15/48, Callable 11/15/25 @ 100
   

3,500

     

3,284

   
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS3, Class B,
4.50%, 9/15/57, Callable 10/15/25 @ 100 (c)
   

2,000

     

1,868

   
Wells Fargo Commercial Mortgage Trust, Series 2018-AUS, Class A,
4.06%, 7/17/36 (a) (c)
   

4,200

     

3,842

   
WFRBS Commercial Mortgage Trust, Series 2012-C10, Class XA,
1.15%, 12/15/45, Callable 2/15/23 @ 100 (c) (d)
   

2,875

     

(e)

 

Total Collateralized Mortgage Obligations (Cost $630,193)

   

577,699

   

Preferred Stocks (0.5%)

 

Consumer Staples (0.3%):

 

CHS, Inc., cumulative redeemable, Series 2, 7.10% (LIBOR03M+429bps) (b) (f)

   

400,000

     

10,224

   

Financials (0.2%):

 

Citigroup Capital XIII, 11.17% (LIBOR03M+637bps), 10/30/40 (b)

   

87,500

     

2,513

   

U.S. Bancorp, non-cumulative, Series A, 4.42% (LIBOR03M+102bps) (b) (f) (g)

   

5,000

     

4,005

   
     

6,518

   

Total Preferred Stocks (Cost $15,932)

   

16,742

   

Senior Secured Loans (2.5%)

 
Academy Ltd., Refinancing Term Loans, First Lien, 8.12% (LIBOR01M+375bps),
11/6/27 (b)
   

242

     

241

   
Alterra Mountain Co., Facility 2028 Term Loan B, First Lien,
8.07% (LIBOR01M+350bps), 8/17/28 (b)
   

436

     

434

   

Assuredpartners, Inc., 8.81% (SOFR01M+425bps), 2/13/27 (b)

   

499

     

498

   
AssuredPartners, Inc., 2021 Term Loan, First Lien, 8.07% (LIBOR01M+350bps),
2/13/27 (b)
   

2,925

     

2,888

   
Bausch + Lomb Corp., Initial Term Loans, First Lien, 7.82% (SOFR03M+325bps),
5/10/27 (b)
   

3,487

     

3,391

   
Berlin Packaging LLC, Tranche B-4 Term Loans, First Lien,
7.62% (LIBOR01M+325bps), 3/11/28 (b)
   

450

     

436

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Berlin Packaging LLC, Tranche B-4 Term Loans, First Lien,
7.98% (LIBOR03M+325bps), 3/11/28 (b)
 

$

41

   

$

40

   
Blackstone CQP Holdco LP, Initial Term Loans, First Lien,
8.48% (LIBOR03M+375bps), 5/26/28 (b)
   

985

     

986

   

Carnival Corp., 7.82% (LIBOR01M+325bps), 10/18/28 (b)

   

497

     

485

   
Central Parent, Inc., Initial Term Loan, First Lien, 9.16% (SOFR03M+450bps),
7/6/29 (b)
   

1,750

     

1,745

   

Cincinnati Bell, Inc., Term B2, First Lien, 7.81% (SOFR01M+325bps), 11/17/28 (b)

   

495

     

492

   
ClubCorp Holdings, Inc., Term B Loans, First Lien, 7.48% (LIBOR03M+275bps),
9/18/24 (b)
   

2

     

2

   

Delta 2 Lux S A R L, 7.81% (SOFR01M+325bps), 1/15/30 (b) (h)

   

500

     

501

   
Delta Air Lines, Inc. and SkyMiles IP Ltd., Initial Term Loan, First Lien,
8.56% (LIBOR03M+375bps), 10/20/27 (b)
   

12,350

     

13,113

   
Directv Financing LLC, Closing Date Term Loans, First Lien,
9.58% (LIBOR01M+500bps), 8/2/27 (b)
   

2,502

     

2,457

   
Fertitta Entertainment LLC, Initial B Term Loan, First Lien,
8.56% (SOFR01M+400bps), 1/27/29 (b)
   

2,486

     

2,455

   
Foundation Building Materials, Initial Term Loans, First Lien,
7.82% (LIBOR01M+325bps), 1/29/28 (b)
   

1

     

1

   
Foundation Building Materials, Initial Term Loans, First Lien,
8.08% (LIBOR03M+325bps), 1/29/28 (b)
   

491

     

476

   
Graham Packaging Co., Inc., New Term Loans, First Lien,
7.57% (LIBOR01M+300bps), 8/4/27 (b)
   

461

     

459

   
Great Outdoors Group LLC, Term B1, First Lien, 8.27% (LIBOR01M+375bps),
3/5/28 (b)
   

2,970

     

2,916

   
H-Food Holdings LLC, 2020 Incremental Term B-3 Loan, First Lien,
9.57% (LIBOR01M+500bps), 5/31/25 (b)
   

488

     

454

   
Hilton Grand Vacations Borrower LLC, Initial Term Loan, First Lien,
7.57% (LIBOR01M+300bps), 8/2/28 (b)
   

75

     

75

   

Hub International Ltd., 8.22% (SOFR03M+400bps), 11/10/29 (b) (h)

   

375

     

375

   
Hub International Ltd., B-3 Incremental Term Loans, First Lien,
8.06% (LIBOR03M+325bps), 4/25/25 (b)
   

116

     

116

   

IRB Holding Corp., TLB, First Lien, 7.59% (SOFR03M+300bps), 12/15/27 (b)

   

149

     

147

   
Kronos Acquisition Holdings, Inc., Tranche B-1 Term Loans, First Lien,
8.48% (LIBOR03M+375bps), 12/22/26 (b)
   

4

     

4

   
Life Time, Inc., 2021 Refinancing Term Loan, First Lien,
9.57% (LIBOR03M+475bps), 12/15/24 (b)
   

3,000

     

3,000

   
Medline Borrower LP, Initial Dollar Term Loans, First Lien,
7.76% (LIBOR01M+325bps), 10/21/28 (b)
   

2,978

     

2,888

   
Mileage Plus Holdings LLC, Initial Term Loan, First Lien,
10.02% (LIBOR03M+525bps), 6/20/27 (b)
   

10,847

     

11,298

   
MoneyGram International, Inc., Term Loan, First Lien,
9.07% (LIBOR01M+450bps), 7/21/26 (b)
   

2,474

     

2,465

   
Oculus Acquisition Corp., Initial Term Loan, First Lien,
8.13% (SOFR03M+350bps), 11/8/27 (b)
   

2,219

     

2,188

   
OEG Borrower LLC, Initial Term Loans, First Lien,
9.50% (SOFR03M+500bps), 6/18/29 (b)
   

499

     

494

   

Open Text Corp., Term Loan B, 11/16/29 (i)

   

1,000

     

998

   
Osmosis Buyer Limited, Term Loan B, First Lien,
7.84% (SOFR03M+375bps), 7/30/28 (b)
   

850

     

831

   

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Osmosis Buyer Limited, Term Loan B, First Lien, 8.29% (SOFR01M+375bps) (b) (f)

 

$

148

   

$

143

   

Osmosis Buyer Ltd., DD, First Lien, 7/30/28 (i)

   

222

     

217

   
Pactiv Evergreen Group Holdings, Inc., Tranche B-3 US Term Loans, First Lien,
7.82% (LIBOR01M+325bps), 9/17/28 (b)
   

987

     

983

   
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien,
7.68% (SOFR03M+325bps), 3/4/28 (b)
   

2,955

     

2,921

   
Polaris Newco LLC, Dollar Term Loan, First Lien, 8.73% (LIBOR03M+400bps),
6/4/28 (b)
   

239

     

227

   
Proofpoint, Inc., Initial Term Loans, First Lien, 7.98% (LIBOR03M+325bps),
8/31/28 (b)
   

1,485

     

1,455

   
Scientific Games International, Inc., Initial Term B Loans, First Lien,
7.48% (SOFR01M+300bps), 4/16/29 (b)
   

990

     

986

   

Sophia LP, Term Loan B, First Lien, 8.23% (LIBOR03M+350bps), 10/7/27 (b)

   

980

     

965

   
Sotheby's, 2021 2nd Refin Term Loan, First Lien, 9.33% (LIBOR03M+450bps),
1/15/27 (b)
   

1,176

     

1,170

   
Sunshine Luxembourg VII Sarl, Facility B3 Commitments, First Lien,
8.52% (LIBOR03M+375bps), 10/2/26 (b)
   

429

     

419

   
TIBCO Software, Inc., Term A Loan, First Lien, 9.09% (SOFR03M+450bps),
9/30/28 (b) (h)
   

5,000

     

4,570

   

Travel+Leisure Co., 8.51% (SOFR03M+400bps), 12/9/29 (b) (h)

   

1,000

     

1,000

   
TricorBraun Holdings, Inc., Closing Date Initial Term Loans, First Lien,
7.82% (LIBOR01M+325bps), 3/3/28 (b)
   

1,478

     

1,435

   
UKG, Inc., Incremental Term Loans, First Lien, 8.03% (LIBOR03M+325bps),
5/3/26 (b)
   

476

     

468

   
Whatabrands LLC, Initial Term B Loans, First Lien, 7.82% (LIBOR01M+325bps),
8/3/28 (b)
   

2,185

     

2,160

   

Total Senior Secured Loans (Cost $77,744)

   

78,468

   

Corporate Bonds (27.7%)

 

Communication Services (1.7%):

 

AT&T, Inc., 4.50%, 5/15/35, Callable 11/15/34 @ 100

   

2,500

     

2,376

   
CCO Holdings LLC/CCO Holdings Capital Corp.
4.25%, 2/1/31, Callable 7/1/25 @ 102.13 (a)
   

1,000

     

833

   

4.25%, 1/15/34, Callable 1/15/28 @ 102.13 (a)

   

4,000

     

3,126

   
Charter Communications Operating LLC/Charter Communications
Operating Capital
5.38%, 4/1/38, Callable 10/1/37 @ 100
   

2,500

     

2,237

   

5.25%, 4/1/53, Callable 10/1/52 @ 100

   

3,000

     

2,514

   

Comcast Corp., 3.20%, 7/15/36, Callable 1/15/36 @ 100

   

750

     

643

   

DISH Network Corp., 11.75%, 11/15/27, Callable 5/15/25 @ 105.88 (a)

   

4,500

     

4,667

   

Fox Corp., 5.48%, 1/25/39, Callable 7/25/38 @ 100

   

1,500

     

1,453

   

Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (a)

   

6,340

     

4,735

   

Lamar Media Corp., 3.63%, 1/15/31, Callable 1/15/26 @ 101.81

   

259

     

220

   

Netflix, Inc., 4.88%, 6/15/30, Callable 3/15/30 @ 100 (a)

   

2,100

     

2,078

   

Sprint Spectrum Co. LLC, 5.15%, 9/20/29, Callable 3/20/27 @ 100 (a)

   

4,887

     

4,876

   

T-Mobile USA, Inc., 3.50%, 4/15/31, Callable 4/15/26 @ 101.75

   

8,041

     

7,209

   
Verizon Communications, Inc.
2.55%, 3/21/31, Callable 12/21/30 @ 100
   

5,000

     

4,259

   

2.88%, 11/20/50, Callable 5/20/50 @ 100

   

4,250

     

2,891

   

See notes to financial statements.

 


17


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Warnermedia Holdings, Inc.
4.28%, 3/15/32, Callable 12/15/31 @ 100 (a)
 

$

6,500

   

$

5,781

   

5.14%, 3/15/52, Callable 9/15/51 @ 100 (a)

   

2,900

     

2,409

   
ZoomInfo Technologies LLC/ZoomInfo Finance Corp., 3.88%, 2/1/29,
Callable 2/1/24 @ 101.94 (a) (g)
   

1,250

     

1,078

   
     

53,385

   

Consumer Discretionary (2.7%):

 

Asbury Automotive Group, Inc., 4.63%, 11/15/29, Callable 11/15/24 @ 102.31 (a)

   

1,250

     

1,104

   
AutoNation, Inc.
2.40%, 8/1/31, Callable 5/1/31 @ 100
   

7,250

     

5,530

   

3.85%, 3/1/32, Callable 12/1/31 @ 100

   

4,000

     

3,384

   

Boston Medical Center Corp., 3.91%, 7/1/28

   

3,000

     

2,784

   

Caesars Entertainment, Inc., 7.00%, 2/15/30, Callable 2/15/26 @ 103.5 (a)

   

250

     

255

   

Carnival Corp., 9.88%, 8/1/27, Callable 2/1/24 @ 104.94 (a)

   

5,750

     

5,910

   

Choice Hotels International, Inc., 3.70%, 1/15/31, Callable 10/15/30 @ 100

   

4,000

     

3,547

   

Churchill Downs, Inc., 4.75%, 1/15/28, Callable 3/13/23 @ 102.38 (a)

   

1,400

     

1,310

   

Dollar Tree, Inc., 2.65%, 12/1/31, Callable 9/1/31 @ 100

   

2,500

     

2,100

   

Hilton Domestic Operating Co., Inc., 3.63%, 2/15/32, Callable 8/15/26 @ 101.81 (a)

   

780

     

653

   

Kohl's Corp., 3.63%, 5/1/31, Callable 2/1/31 @ 100

   

2,500

     

1,854

   
Lithia Motors, Inc.
3.88%, 6/1/29, Callable 6/1/24 @ 101.94 (a)
   

5,689

     

4,837

   

4.38%, 1/15/31, Callable 10/15/25 @ 102.19 (a)

   

1,750

     

1,490

   
Marriott International, Inc.
3.50%, 10/15/32, Callable 7/15/32 @ 100
   

2,000

     

1,765

   

2.75%, 10/15/33, Callable 7/15/33 @ 100

   

3,000

     

2,434

   

Marriott Ownership Resorts, Inc., 4.50%, 6/15/29, Callable 6/15/24 @ 102.25 (a)

   

750

     

654

   

Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

612

     

514

   

NCL Corp. Ltd., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)

   

1,000

     

1,017

   

Newell Brands, Inc., 6.63%, 9/15/29, Callable 6/15/29 @ 100 (g)

   

2,727

     

2,765

   

Nordstrom, Inc., 4.25%, 8/1/31, Callable 5/1/31 @ 100 (g)

   

370

     

278

   

NVR, Inc., 3.00%, 5/15/30, Callable 11/15/29 @ 100

   

3,687

     

3,223

   

PulteGroup, Inc., 6.00%, 2/15/35

   

7,010

     

7,129

   
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31,
Callable 1/6/31 @ 100 (a)
   

13,000

     

10,044

   

Sodexo, Inc., 2.72%, 4/16/31, Callable 1/16/31 @ 100 (a)

   

5,600

     

4,657

   

Sotheby's, 7.38%, 10/15/27, Callable 2/21/23 @ 103.69 (a)

   

2,625

     

2,538

   

Toll Brothers Finance Corp., 3.80%, 11/1/29, Callable 8/1/29 @ 100

   

5,437

     

4,875

   

Tractor Supply Co., 1.75%, 11/1/30, Callable 8/1/30 @ 100

   

2,750

     

2,189

   

Vanderbilt University Medical Center, 4.17%, 7/1/37, Callable 1/1/37 @ 100

   

1,445

     

1,296

   

Volkswagen Group of America Finance LLC, 3.75%, 5/13/30 (a)

   

4,000

     

3,646

   
     

83,782

   

Consumer Staples (0.9%):

 
7-Eleven, Inc.
1.80%, 2/10/31, Callable 11/10/30 @ 100 (a)
   

3,000

     

2,390

   

2.80%, 2/10/51, Callable 8/2/50 @ 100 (a)

   

14,805

     

9,778

   
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC,
4.88%, 2/15/30, Callable 2/15/25 @ 103.66 (a)
   

3,250

     

2,996

   

Anheuser-Busch InBev Worldwide, Inc., 3.75%, 7/15/42

   

500

     

429

   

See notes to financial statements.

 


18


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
BAT Capital Corp.
7.75%, 10/19/32, Callable 7/19/32 @ 100
 

$

500

   

$

558

   

3.73%, 9/25/40, Callable 3/25/40 @ 100

   

3,000

     

2,172

   
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc.
3.63%, 1/15/32, Callable 1/15/27 @ 101.81 (a)
   

500

     

418

   

6.50%, 12/1/52, Callable 6/1/52 @ 100 (a)

   

2,000

     

2,046

   

Kraft Heinz Foods Co., 5.00%, 6/4/42

   

4,000

     

3,851

   

Pilgrim's Pride Corp., 3.50%, 3/1/32, Callable 9/1/26 @ 101.75 (a)

   

2,000

     

1,628

   

Post Holdings, Inc., 4.50%, 9/15/31, Callable 9/15/26 @ 102.25 (a)

   

85

     

73

   

Smithfield Foods, Inc., 2.63%, 9/13/31, Callable 6/13/31 @ 100 (a)

   

1,000

     

746

   

Walgreens Boots Alliance, Inc., 4.10%, 4/15/50, Callable 10/15/49 @ 100

   

1,250

     

958

   
     

28,043

   

Energy (1.4%):

 

Boardwalk Pipelines LP, 3.40%, 2/15/31, Callable 11/15/30 @ 100

   

3,000

     

2,672

   

Cameron LNG LLC, 3.30%, 1/15/35, Callable 9/15/34 @ 100 (a)

   

4,727

     

4,129

   

Cheniere Energy, Inc., 4.63%, 10/15/28, Callable 10/15/23 @ 102.31

   

3,000

     

2,859

   

Enterprise Products Operating LLC, 3.30%, 2/15/53, Callable 8/15/52 @ 100

   

250

     

181

   

Gray Oak Pipeline LLC, 3.45%, 10/15/27, Callable 8/15/27 @ 100 (a)

   

3,333

     

3,001

   

Helmerich & Payne, Inc., 2.90%, 9/29/31, Callable 6/29/31 @ 100

   

2,500

     

2,111

   
Hilcorp Energy I LP/Hilcorp Finance Co., 6.25%, 4/15/32,
Callable 5/15/27 @ 103.13 (a)
   

1,000

     

924

   

Magellan Midstream Partners LP, 5.15%, 10/15/43, Callable 4/15/43 @ 100

   

6,905

     

6,426

   

Marathon Petroleum Corp., 4.75%, 9/15/44, Callable 3/15/44 @ 100

   

1,000

     

897

   

Midwest Connector Capital Co. LLC, 4.63%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

10,000

     

9,321

   

Northwest Pipeline LLC, 4.00%, 4/1/27, Callable 1/1/27 @ 100

   

4,455

     

4,314

   

Viper Energy Partners LP, 5.38%, 11/1/27, Callable 3/13/23 @ 102.69 (a)

   

7,500

     

7,262

   
     

44,097

   

Financials (7.4%):

 

Assurant, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100

   

3,000

     

2,319

   

Athene Global Funding, 2.67%, 6/7/31 (a)

   

6,000

     

4,789

   

Aviation Capital Group LLC, 5.50%, 12/15/24, Callable 11/15/24 @ 100 (a)

   

3,000

     

2,976

   
Bank of America Corp.
2.30% (SOFR+122bps), 7/21/32, Callable 7/21/31 @ 100 (b)
   

4,000

     

3,256

   

3.85% (H15T5Y+200bps), 3/8/37, Callable 3/8/32 @ 100 (b)

   

4,750

     

4,145

   

BankUnited, Inc., 5.13%, 6/11/30, Callable 3/11/30 @ 100

   

2,000

     

1,935

   
Blackstone Holdings Finance Co. LLC
1.60%, 3/30/31, Callable 12/30/30 @ 100 (a)
   

3,000

     

2,260

   

6.20%, 4/22/33, Callable 1/22/33 @ 100 (a)

   

4,500

     

4,763

   
Blackstone Private Credit Fund
7.05%, 9/29/25 (a)
   

1,750

     

1,775

   

2.63%, 12/15/26, Callable 11/15/26 @ 100

   

2,308

     

1,985

   

Blue Owl Finance LLC, 3.13%, 6/10/31, Callable 3/10/31 @ 100 (a)

   

12,100

     

9,489

   

Brown & Brown, Inc., 4.20%, 3/17/32, Callable 12/17/31 @ 100

   

8,667

     

7,935

   
Capital One Financial Corp., 2.36% (SOFR+134bps), 7/29/32,
Callable 7/29/31 @ 100 (b)
   

5,000

     

3,816

   

Citizens Financial Group, Inc., 2.64%, 9/30/32, Callable 7/2/32 @ 100

   

3,000

     

2,349

   
Compeer Financial FLCA/Compeer Financial PCA, 3.38% (SOFR+197bps), 6/1/36,
Callable 6/1/31 @ 100 (a) (b)
   

978

     

769

   

Cullen/Frost Bankers, Inc., 4.50%, 3/17/27, Callable 2/17/27 @ 100

   

1,000

     

965

   

See notes to financial statements.

 


19


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

F&G Global Funding, 2.00%, 9/20/28 (a)

 

$

1,000

   

$

849

   
Fifth Third Bancorp
4.50%, Callable 9/30/25 @ 100 (f) (g)
   

2,750

     

2,662

   

4.34% (SOFR+166bps), 4/25/33, Callable 4/25/32 @ 100 (b)

   

4,076

     

3,879

   
First Citizens BancShares, Inc., 3.37% (SOFR+247bps), 3/15/30,
Callable 3/15/25 @ 100 (b)
   

3,000

     

2,842

   

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

   

3,000

     

3,036

   

FNB Corp., 2.20%, 2/24/23

   

1,175

     

1,171

   
Ford Motor Credit Co. LLC
2.90%, 2/10/29, Callable 12/10/28 @ 100
   

2,000

     

1,670

   

7.35%, 3/6/30, Callable 1/6/30 @ 100

   

5,000

     

5,251

   

Global Atlantic Fin Co., 4.40%, 10/15/29, Callable 7/15/29 @ 100 (a)

   

6,472

     

5,611

   

Gray Escrow II, Inc., 5.38%, 11/15/31, Callable 11/15/26 @ 102.69 (a) (g)

   

1,000

     

769

   
Huntington Bancshares, Inc., 2.49% (H15T5Y+117bps), 8/15/36,
Callable 8/15/31 @ 100 (b)
   

7,175

     

5,428

   
JPMorgan Chase & Co.
2.96% (SOFR+252bps), 5/13/31, Callable 5/13/30 @ 100 (b)
   

13,601

     

11,751

   

5.72% (SOFR+258bps), 9/14/33, Callable 9/14/32 @ 100 (b)

   

3,000

     

3,082

   

KeyBank NA, 3.90%, 4/13/29

   

3,000

     

2,775

   

KeyCorp Capital II, 6.88%, 3/17/29

   

750

     

779

   

KeyCorp., 4.79% (SOFR+206bps), 6/1/33, MTN, Callable 6/1/32 @ 100 (b)

   

2,270

     

2,226

   

Level 3 Financing, Inc., 3.88%, 11/15/29, Callable 8/15/29 @ 100 (a)

   

3,000

     

2,431

   

Main Street Capital Corp., 3.00%, 7/14/26, Callable 6/14/26 @ 100

   

3,000

     

2,643

   

Medline Borrower LP, 3.88%, 4/1/29, Callable 10/1/24 @ 101.94 (a)

   

2,000

     

1,711

   

MetLife, Inc., 9.25%, 4/8/68, Callable 4/8/33 @ 100 (a)

   

5,961

     

7,223

   
Morgan Stanley
1.93% (SOFR+102bps), 4/28/32, Callable 4/28/31 @ 100, MTN (b)
   

5,000

     

3,976

   

2.48% (SOFR+136bps), 9/16/36, Callable 9/16/31 @ 100 (b)

   

17,500

     

13,544

   

Neptune Bidco US, Inc., 9.29%, 4/15/29, Callable 10/15/25 @ 104.65 (a)

   

2,000

     

1,946

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

4,000

     

3,944

   

New York Life Global Funding, 1.85%, 8/1/31 (a)

   

7,750

     

6,365

   

Northern Trust Corp., 6.13%, 11/2/32, Callable 8/2/32 @ 100

   

2,750

     

3,022

   
OWL Rock Core Income Corp.
5.50%, 3/21/25 (a)
   

4,000

     

3,904

   

3.13%, 9/23/26, Callable 8/23/26 @ 100

   

750

     

656

   

4.70%, 2/8/27, Callable 1/8/27 @ 100

   

1,875

     

1,709

   

7.75%, 9/16/27, Callable 8/16/27 @ 100 (a)

   

1,818

     

1,831

   

Pine Street Trust I, 4.57%, 2/15/29, Callable 11/15/28 @ 100 (a)

   

1,750

     

1,691

   
Regions Financial Corp., 5.75% (H15T5Y+543bps),
Callable 6/15/25 @ 100 (b) (f) (g)
   

6,786

     

6,730

   

Santander Holdings USA, Inc., 4.40%, 7/13/27, Callable 4/14/27 @ 100

   

3,318

     

3,228

   
Texas Capital Bancshares, Inc., 4.00% (H15T5Y+315bps), 5/6/31,
Callable 5/6/26 @ 100 (b)
   

1,837

     

1,670

   
The Bank of New York Mellon Corp., 4.70% (H15T5Y+436bps),
Callable 9/20/25 @ 100 (b) (f)
   

6,750

     

6,604

   

The Charles Schwab Corp., 5.38% (H15T5Y+497bps), Callable 6/1/25 @ 100 (b) (f)

   

12,750

     

12,694

   
The Hartford Financial Services Group, Inc., 6.73% (LIBOR03M+213bps),
2/12/47, Callable 3/13/23 @ 100 (a) (b)
   

5,500

     

4,702

   

See notes to financial statements.

 


20


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
The PNC Financial Services Group, Inc., 4.63% (SOFR+185bps), 6/6/33,
Callable 6/6/32 @ 100 (b)
 

$

7,000

   

$

6,746

   
Truist Financial Corp.
5.10% (H15T10Y+435bps), Callable 3/1/30 @ 100 (b) (f)
   

5,250

     

5,111

   

4.95% (H15T5Y+461bps), Callable 9/1/25 @ 100 (b) (f)

   

4,000

     

3,961

   
U.S. Bancorp
4.97% (SOFR+211bps), 7/22/33, Callable 7/22/32 @ 100 (b)
   

3,000

     

2,974

   

4.84%, 2/1/34, Callable 2/1/33 @ 100

   

3,000

     

2,992

   

Willis North America, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100

   

5,000

     

4,418

   
     

227,733

   

Health Care (2.8%):

 

Alcon Finance Corp., 5.75%, 12/6/52, Callable 6/6/52 @ 100 (a)

   

2,750

     

2,967

   

Amgen, Inc., 3.00%, 1/15/52, Callable 7/15/51 @ 100

   

500

     

346

   

Bayer U.S. Finance II LLC, 4.63%, 6/25/38, Callable 12/25/37 @ 100 (a)

   

5,000

     

4,636

   

Bio-Rad Laboratories, Inc., 3.70%, 3/15/32, Callable 12/15/31 @ 100

   

3,000

     

2,725

   

Bon Secours Charity Health System, Inc., 5.25%, 11/1/25

   

5,000

     

4,840

   

Centene Corp., 2.50%, 3/1/31, Callable 12/1/30 @ 100

   

16,679

     

13,650

   
CHS/Community Health System, Inc., 4.75%, 2/15/31,
Callable 2/15/26 @ 102.38 (a)
   

2,600

     

1,997

   
CVS Health Corp.
1.88%, 2/28/31, Callable 11/28/30 @ 100 (g)
   

250

     

203

   

4.88%, 7/20/35, Callable 1/20/35 @ 100

   

5,000

     

4,974

   

CVS Pass-Through Trust, 5.93%, 1/10/34 (a)

   

6,568

     

6,609

   

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

   

8,250

     

7,306

   

Eastern Maine Healthcare Systems, 3.71%, 7/1/26

   

10,645

     

10,188

   
Fresenius Medical Care U.S. Finance III, Inc., 3.75%, 6/15/29,
Callable 3/15/29 @ 100 (a)
   

3,000

     

2,611

   

GE HealthCare Technologies, Inc., 5.91%, 11/22/32, Callable 8/22/32 @ 100 (a)

   

5,000

     

5,414

   

HCA, Inc., 3.50%, 9/1/30, Callable 3/1/30 @ 100

   

7,000

     

6,275

   

Illumina, Inc., 2.55%, 3/23/31, Callable 12/23/30 @ 100

   

3,250

     

2,696

   

Prestige Brands, Inc., 3.75%, 4/1/31, Callable 4/1/26 @ 101.88 (a)

   

941

     

798

   

Tenet Healthcare Corp., 4.25%, 6/1/29, Callable 6/1/24 @ 102.13

   

200

     

178

   

Universal Health Services, Inc., 2.65%, 1/15/32, Callable 10/15/31 @ 100

   

7,104

     

5,742

   
     

84,155

   

Industrials (4.0%):

 

Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100

   

5,000

     

4,008

   
Air Lease Corp.
3.13%, 12/1/30, Callable 9/1/30 @ 100
   

2,500

     

2,142

   

2.88%, 1/15/32, Callable 10/15/31 @ 100

   

2,000

     

1,645

   
Alaska Airlines Pass Through Trust
8.00%, 2/15/27 (a)
   

3,178

     

3,230

   

4.80%, 2/15/29 (a)

   

5,059

     

4,924

   
American Airlines Pass Through Trust
4.00%, 1/15/27
   

4,132

     

3,759

   

3.60%, 10/15/29

   

1,513

     

1,269

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (a)

   

1,200

     

1,162

   
Ashtead Capital, Inc.
2.45%, 8/12/31, Callable 5/12/31 @ 100 (a)
   

2,833

     

2,286

   

5.50%, 8/11/32, Callable 5/11/32 @ 100 (a)

   

3,000

     

3,022

   

See notes to financial statements.

 


21


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
British Airways Pass Through Trust
4.63%, 12/20/25 (a)
 

$

5,571

   

$

5,468

   

3.35%, 6/15/29 (a)

   

1,819

     

1,582

   

CDI Escrow Issuer, Inc., 5.75%, 4/1/30, Callable 4/1/25 @ 102.88 (a)

   

1,000

     

948

   

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

   

9,000

     

7,599

   

Delta Air Lines Pass Through Trust, 2.50%, 12/10/29

   

4,258

     

3,611

   

Delta Air Lines, Inc./SkyMiles IP Ltd., 4.75%, 10/20/28 (a)

   

1,532

     

1,489

   

FedEx Corp., 4.05%, 2/15/48, Callable 8/15/47 @ 100

   

3,000

     

2,460

   

GXO Logistics, Inc., 2.65%, 7/15/31, Callable 4/15/31 @ 100

   

11,000

     

8,618

   

Hawaiian Airlines Pass Through Certificates, 3.90%, 1/15/26

   

5,280

     

4,647

   

JetBlue Pass Through Trust, 7.75%, 5/15/30 (g)

   

3,957

     

3,893

   

Kennametal, Inc., 4.63%, 6/15/28, Callable 3/15/28 @ 100

   

4,360

     

4,217

   
Lincoln Center for the Performing Arts, Inc., 3.71%, 12/1/35,
Callable 9/1/35 @ 100
   

1,475

     

1,318

   

Pentair Finance Sarl, 5.90%, 7/15/32, Callable 4/15/32 @ 100

   

250

     

259

   

Regal Rexnord Corp., 6.40%, 4/15/33, Callable 1/15/33 @ 100 (a)

   

2,954

     

3,025

   

Southwest Airlines Co., 2.63%, 2/10/30, Callable 11/10/29 @ 100 (g)

   

1,250

     

1,089

   
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., 8.00%, 9/20/25,
Callable 9/20/23 @ 104 (a)
   

3,874

     

3,949

   
The Boeing Co.
5.15%, 5/1/30, Callable 2/1/30 @ 100
   

2,500

     

2,521

   

5.81%, 5/1/50, Callable 11/1/49 @ 100

   

11,500

     

11,745

   

The Timken Co., 4.13%, 4/1/32, Callable 1/1/32 @ 100

   

5,000

     

4,617

   
U.S. Airways Pass Through Trust
6.25%, 4/22/23
   

1,288

     

1,280

   

7.13%, 4/22/25

   

962

     

960

   

3.95%, 11/15/25

   

4,438

     

4,127

   
United Airlines Pass Through Trust
4.15%, 4/11/24
   

5,857

     

5,709

   

4.30%, 8/15/25

   

3,016

     

2,869

   

3.50%, 11/1/29

   

3,576

     

3,176

   

XPO Escrow Sub LLC, 7.50%, 11/15/27, Callable 11/15/24 @ 103.75 (a)

   

4,000

     

4,111

   
     

122,734

   

Information Technology (2.0%):

 
Broadcom, Inc.
2.60%, 2/15/33, Callable 11/15/32 @ 100 (a)
   

7,000

     

5,503

   

3.42%, 4/15/33, Callable 1/15/33 @ 100 (a)

   

5,000

     

4,196

   

Dell International LLC/EMC Corp., 5.30%, 10/1/29, Callable 7/1/29 @ 100

   

2,000

     

2,019

   
Fidelity National Information Services, Inc., 5.10%, 7/15/32,
Callable 4/15/32 @ 100
   

5,000

     

5,020

   

Fiserv, Inc., 4.40%, 7/1/49, Callable 1/1/49 @ 100

   

5,000

     

4,289

   

Global Payments, Inc., 4.15%, 8/15/49, Callable 2/15/49 @ 100

   

4,000

     

3,119

   

Micron Technology, Inc., 2.70%, 4/15/32, Callable 1/15/32 @ 100

   

2,000

     

1,596

   

Open Text Holdings, Inc., 4.13%, 12/1/31, Callable 12/1/26 @ 102.06 (a)

   

2,500

     

2,032

   
Oracle Corp.
3.85%, 7/15/36, Callable 1/15/36 @ 100
   

9,000

     

7,762

   

3.60%, 4/1/50, Callable 10/1/49 @ 100

   

3,500

     

2,576

   

Qorvo, Inc., 3.38%, 4/1/31, Callable 4/1/26 @ 101.69 (a)

   

9,000

     

7,460

   

Seagate HDD Cayman, 9.63%, 12/1/32, Callable 12/1/27 @ 104.81 (a)

   

4,398

     

4,981

   

ServiceNow, Inc., 1.40%, 9/1/30, Callable 6/1/30 @ 100

   

2,000

     

1,585

   

See notes to financial statements.

 


22


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Teledyne Technologies, Inc., 2.75%, 4/1/31, Callable 1/1/31 @ 100

 

$

1,500

   

$

1,274

   

Western Digital Corp., 3.10%, 2/1/32, Callable 11/1/31 @ 100

   

4,300

     

3,302

   

Workday, Inc., 3.80%, 4/1/32, Callable 1/1/32 @ 100

   

3,750

     

3,429

   
     

60,143

   

Materials (1.7%):

 

Amcor Flexibles North America, Inc., 2.69%, 5/25/31, Callable 2/25/31 @ 100

   

5,663

     

4,789

   

AptarGroup, Inc., 3.60%, 3/15/32, Callable 12/15/31 @ 100

   

8,732

     

7,634

   

Avery Dennison Corp., 2.25%, 2/15/32, Callable 11/15/31 @ 100

   

5,281

     

4,222

   

Berry Global, Inc., 4.88%, 7/15/26, Callable 3/13/23 @ 102.44 (a)

   

2,111

     

2,055

   

Celanese U.S. Holdings LLC, 6.33%, 7/15/29, Callable 5/15/29 @ 100

   

1,539

     

1,563

   

Eagle Materials, Inc., 2.50%, 7/1/31, Callable 4/1/31 @ 100

   

7,278

     

5,947

   

LYB International Finance III LLC, 3.38%, 10/1/40, Callable 4/1/40 @ 100

   

4,808

     

3,694

   

Olin Corp., 5.00%, 2/1/30, Callable 2/1/24 @ 102.5

   

1,000

     

945

   

Reliance Steel & Aluminum Co., 2.15%, 8/15/30, Callable 5/15/30 @ 100

   

1,300

     

1,077

   

The Dow Chemical Co., 6.90%, 5/15/53, Callable 11/15/52 @ 100

   

2,769

     

3,285

   
Vulcan Materials Co.
3.50%, 6/1/30, Callable 3/1/30 @ 100
   

10,700

     

9,777

   

4.50%, 6/15/47, Callable 12/15/46 @ 100

   

7,000

     

6,282

   
     

51,270

   

Real Estate (2.2%):

 

Alexandria Real Estate Equities, Inc., 1.88%, 2/1/33, Callable 11/1/32 @ 100

   

3,000

     

2,322

   

Boston Properties LP, 2.45%, 10/1/33, Callable 7/1/33 @ 100

   

17,700

     

13,471

   

CBRE Services, Inc., 2.50%, 4/1/31, Callable 1/1/31 @ 100

   

3,000

     

2,537

   

Crown Castle, Inc., 2.90%, 4/1/41, Callable 10/1/40 @ 100

   

5,465

     

4,008

   

Federal Realty Investment Trust, 3.50%, 6/1/30, Callable 3/1/30 @ 100

   

3,000

     

2,681

   
GLP Capital LP/GLP Financing II, Inc.
4.00%, 1/15/30, Callable 10/15/29 @ 100
   

3,726

     

3,379

   

3.25%, 1/15/32, Callable 10/15/31 @ 100

   

4,100

     

3,413

   

Healthpeak Properties, Inc., 2.88%, 1/15/31, Callable 10/15/30 @ 100

   

250

     

217

   

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

   

6,143

     

5,269

   
Invitation Homes Operating Partnership LP, 2.70%, 1/15/34,
Callable 10/15/33 @ 100
   

3,250

     

2,520

   
Keenan Development Associates of Tennessee LLC (INS — XL Capital Assurance),
5.02%, 7/15/28 (a)
   

252

     

242

   

Kilroy Realty LP, 2.50%, 11/15/32, Callable 8/15/32 @ 100

   

4,500

     

3,321

   
RHP Hotel Properties LP/RHP Finance Corp., 4.50%, 2/15/29,
Callable 2/15/24 @ 102.25 (a)
   

575

     

512

   

RLJ Lodging Trust LP, 3.75%, 7/1/26, Callable 7/1/23 @ 101.88 (a)

   

511

     

469

   
SBA Tower Trust
6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)
   

2,947

     

3,070

   

2.33%, 7/15/52, Callable 7/15/26 @ 100 (a)

   

3,000

     

2,564

   

2.59%, 10/15/56 (a)

   

5,000

     

4,033

   

Simon Property Group LP, 2.25%, 1/15/32, Callable 10/15/31 @ 100

   

2,500

     

2,034

   

The Howard Hughes Corp., 4.38%, 2/1/31, Callable 2/1/26 @ 102.19 (a)

   

500

     

416

   
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30,
Callable 2/15/25 @ 102.06 (a)
   

9,434

     

8,498

   

Vornado Realty LP, 3.40%, 6/1/31, Callable 3/1/31 @ 100

   

2,000

     

1,548

   
     

66,524

   

See notes to financial statements.

 


23


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Utilities (0.9%):

 

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

 

$

500

   

$

459

   

Duquesne Light Holdings, Inc., 2.78%, 1/7/32, Callable 10/7/31 @ 100 (a)

   

2,333

     

1,898

   

Entergy Corp., 2.40%, 6/15/31, Callable 3/5/31 @ 100

   

3,000

     

2,481

   
NRG Energy, Inc.
2.45%, 12/2/27, Callable 10/2/27 @ 100 (a)
   

7,550

     

6,478

   

4.45%, 6/15/29, Callable 3/15/29 @ 100 (a)

   

4,657

     

4,277

   

South Jersey Industries, Inc., 5.02%, 4/15/31

   

3,000

     

2,389

   
Vistra Operations Co. LLC
3.70%, 1/30/27, Callable 11/30/26 @ 100 (a)
   

5,395

     

5,017

   

4.30%, 7/15/29, Callable 4/15/29 @ 100 (a)

   

5,997

     

5,551

   
     

28,550

   

Total Corporate Bonds (Cost $901,600)

   

850,416

   

Yankee Dollars (5.8%)

 

Communication Services (0.2%):

 
Rogers Communications, Inc.
3.80%, 3/15/32, Callable 12/15/31 @ 100 (a)
   

3,500

     

3,150

   

4.55%, 3/15/52, Callable 9/15/51 @ 100 (a)

   

1,750

     

1,471

   
     

4,621

   

Consumer Discretionary (0.5%):

 

Bacardi Ltd., 2.75%, 7/15/26, Callable 4/15/26 @ 100 (a)

   

2,000

     

1,845

   

GENM Capital Labuan Ltd., 3.88%, 4/19/31, Callable 1/19/31 @ 100 (a)

   

5,000

     

4,122

   

IHO Verwaltungs GmbH 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (a) (m)

   

6,077

     

5,316

   

Nissan Motor Co. Ltd., 4.81%, 9/17/30, Callable 6/17/30 @ 100 (a)

   

2,000

     

1,808

   

Royal Caribbean Cruises Ltd., 5.50%, 4/1/28, Callable 10/1/27 @ 100 (a)

   

2,000

     

1,720

   

Sands China Ltd., 3.75%, 8/8/31, Callable 5/8/31 @ 100

   

2,000

     

1,675

   
     

16,486

   

Consumer Staples (0.1%):

 

Becle SAB de CV, 2.50%, 10/14/31, Callable 7/14/31 @ 100 (a)

   

3,000

     

2,418

   

Energy (0.7%):

 
BP Capital Markets PLC
4.38% (H15T5Y+404bps), Callable 6/22/25 @ 100 (b) (f)
   

7,250

     

7,031

   

4.88% (H15T5Y+440bps), Callable 3/22/30 @ 100 (b) (f)

   

10,000

     

9,340

   

Harbour Energy PLC, 5.50%, 10/15/26, Callable 10/15/23 @ 102.75 (a)

   

1,000

     

920

   

Petroleos Mexicanos, 10.00%, 2/7/33, Callable 11/7/32 @ 100 (a)

   

1,000

     

977

   

Var Energi ASA, 7.50%, 1/15/28, Callable 12/15/27 @ 100 (a)

   

3,333

     

3,512

   
     

21,780

   

Financials (2.2%):

 

Banco Santander SA, 2.96%, 3/25/31

   

3,000

     

2,520

   

Bank of Montreal, 3.09% (H15T5Y+140bps), 1/10/37, Callable 1/10/32 @ 100 (b)

   

3,000

     

2,437

   

Barclays PLC, 3.56% (H15T5Y+3bps), 9/23/35, Callable 9/23/30 @ 100 (b)

   

5,000

     

4,116

   

BNP Paribas, 2.87% (SOFR+1bps), 4/19/32, Callable 4/19/31 @ 100 (a) (b)

   

3,000

     

2,515

   

Brookfield Finance I UK PLC, 2.34%, 1/30/32, Callable 10/30/31 @ 100 (g)

   

4,000

     

3,227

   
Credit Suisse Group AG
2.19% (SOFR+204bps), 6/5/26, Callable 6/5/25 @ 100 (a) (b)
   

4,000

     

3,516

   

3.09% (SOFR+173bps), 5/14/32, Callable 5/14/31 @ 100 (a) (b)

   

4,000

     

3,040

   

See notes to financial statements.

 


24


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Deutsche Bank AG, 3.74% (SOFR+226bps), 1/7/33, Callable 10/7/31 @ 100 (b)

 

$

10,500

   

$

8,302

   
HSBC Holdings PLC
8.11% (SOFR+425bps), 11/3/33, Callable 11/3/32 @ 100 (b)
   

3,000

     

3,438

   

6.80%, 6/1/38

   

4,000

     

4,258

   

JAB Holdings BV, 3.75%, 5/28/51, Callable 11/28/50 @ 100 (a)

   

8,000

     

5,239

   
Lloyds Banking Group PLC
3.57% (LIBOR03M+121bps), 11/7/28, Callable 11/7/27 @ 100 (b)
   

2,000

     

1,870

   

7.95% (H15T1Y+375bps), 11/15/33, Callable 8/15/32 @ 100 (b)

   

1,818

     

2,077

   
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36,
Callable 3/3/31 @ 100 (a) (b)
   

6,350

     

4,940

   

Mizuho Financial Group, Inc., 2.56%, 9/13/31

   

3,000

     

2,409

   

Nationwide Building Society, 4.00%, 9/14/26 (a)

   

2,118

     

1,985

   

Natwest Group PLC, 3.07% (H15T1Y+255bps), 5/22/28, Callable 5/22/27 @ 100 (b)

   

3,000

     

2,773

   
Santander UK Group Holdings PLC, 2.90% (SOFR+148bps), 3/15/32,
Callable 3/15/31 @ 100 (b)
   

2,000

     

1,631

   
Societe Generale SA
6.22% (H15T1Y+320bps), 6/15/33, Callable 6/15/32 @ 100 (a) (b)
   

3,000

     

2,980

   

4.03% (H15T1Y+190bps), 1/21/43, Callable 1/21/42 @ 100 (a) (b)

   

1,250

     

924

   
Standard Chartered PLC, 4.87% (LIBOR03M+197bps), 3/15/33,
Callable 3/15/28 @ 100 (a) (b)
   

3,000

     

2,760

   
Westpac Banking Corp., 4.11% (H15T5Y+200bps), 7/24/34,
Callable 7/24/29 @ 100 (b)
   

2,000

     

1,807

   
     

68,764

   

Health Care (0.1%):

 

STERIS Irish FinCo Unlimited Co., 2.70%, 3/15/31, Callable 12/15/30 @ 100

   

3,000

     

2,567

   

Industrials (0.9%):

 
Air Canada Pass Through Trust
3.88%, 9/15/24 (a)
   

4,704

     

4,672

   

4.13%, 5/15/25 (a)

   

9,992

     

9,247

   

3.75%, 12/15/27 (a)

   

4,119

     

3,644

   
Avolon Holdings Funding Ltd.
5.50%, 1/15/26, Callable 12/15/25 @ 100 (a)
   

3,000

     

2,938

   

3.25%, 2/15/27, Callable 12/15/26 @ 100 (a)

   

2,550

     

2,300

   

Ferguson Finance PLC, 4.65%, 4/20/32, Callable 1/20/32 @ 100 (a)

   

4,000

     

3,804

   

Sydney Airport Finance Co. Pty Ltd., 3.63%, 4/28/26, Callable 1/28/26 @ 100 (a)

   

2,000

     

1,898

   
     

28,503

   

Information Technology (0.3%):

 
NXP BV/NXP Funding LLC/NXP USA, Inc., 2.65%, 2/15/32,
Callable 11/15/31 @ 100
   

1,750

     

1,433

   

Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)

   

3,529

     

3,617

   

SK Hynix, Inc., 6.50%, 1/17/33 (a) (g)

   

3,036

     

3,079

   
     

8,129

   

Materials (0.3%):

 

ArcelorMittal SA, 6.80%, 11/29/32, Callable 8/29/32 @ 100

   

3,000

     

3,155

   

Freeport Indonesia PT, 5.32%, 4/14/32, Callable 1/1/32 @ 100 (a)

   

2,000

     

1,912

   

Yara International ASA, 7.38%, 11/14/32, Callable 8/14/32 @ 100 (a)

   

4,750

     

5,229

   
     

10,296

   

See notes to financial statements.

 


25


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Real Estate (0.4%):

 
Ontario Teachers' Cadillac Fairview Properties Trust, 2.50%, 10/15/31,
Callable 7/15/31 @ 100 (a)
 

$

14,750

   

$

11,546

   

Sovereign Bond (0.1%):

 
Bermuda Government International Bond, 2.38%, 8/20/30,
Callable 5/20/30 @ 100 (a)
   

3,000

     

2,572

   

Total Yankee Dollars (Cost $188,081)

   

177,682

   

Municipal Bonds (2.6%)

 

Alabama (0.1%):

 

Auburn University Revenue, Series C, 1.85%, 6/1/31, Continuously Callable @100

   

750

     

596

   

City of Homewood AL, GO, Series B, 1.89%, 9/1/32, Continuously Callable @100

   

1,850

     

1,437

   

City of Trussville AL, GO, Series B, 1.78%, 10/1/31, Continuously Callable @100

   

1,000

     

790

   
     

2,823

   

Arizona (0.2%):

 
City of Phoenix Civic Improvement Corp. Revenue
1.59%, 7/1/29
   

2,000

     

1,686

   

1.84%, 7/1/31, Continuously Callable @100

   

1,000

     

821

   

The University of Arizona Revenue, Series A, 1.82%, 6/1/30

   

3,070

     

2,551

   
     

5,058

   

California (0.0%): (j)

 
City of Los Angeles Department of Airports Revenue, Series C, 1.96%, 5/15/33,
Continuously Callable @100
   

675

     

524

   

Colorado (0.1%):

 
City & County of Denver Co. Airport System Revenue, Series C, 2.52%, 11/15/32,
Continuously Callable @100
   

5,000

     

4,164

   

District of Columbia (0.1%):

 
District of Columbia Revenue
2.25%, 4/1/27
   

800

     

699

   

2.68%, 4/1/31

   

1,500

     

1,210

   
     

1,909

   

Florida (0.2%):

 

City of Gainesville Florida Revenue, 2.04%, 10/1/30

   

2,500

     

2,078

   
County of Miami-Dade Florida Aviation Revenue, Series B, 2.61%, 10/1/32,
Continuously Callable @100
   

1,000

     

837

   
County of Miami-Dade Seaport Department Revenue, Series B-3, 2.34%, 10/1/33,
Continuously Callable @100
   

5,000

     

3,893

   
     

6,808

   

Illinois (0.1%):

 

Chicago O'Hare International Airport Revenue, Series D, 2.45%, 1/1/31

   

2,000

     

1,696

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue,
Series B, 3.10%, 12/1/30
   

750

     

683

   

Illinois Finance Authority Revenue, 5.45%, 8/1/38

   

1,500

     

1,406

   
     

3,785

   

See notes to financial statements.

 


26


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Indiana (0.1%):

 
Indiana Finance Authority Revenue
Series B, 3.08%, 9/15/27
 

$

1,130

   

$

1,023

   

Series B, 3.18%, 9/15/28

   

1,000

     

891

   
     

1,914

   

Louisiana (0.1%):

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue, Series A, 4.48%, 8/1/39
   

2,245

     

2,183

   

Louisiana Public Facilities Authority Revenue, 2.28%, 6/1/30

   

1,750

     

1,432

   
     

3,615

   

Maryland (0.3%):

 
Maryland Economic Development Corp. Revenue
Series B, 4.05%, 6/1/27
   

2,295

     

2,175

   

Series B, 4.15%, 6/1/28

   

2,390

     

2,243

   

Series B, 4.25%, 6/1/29

   

2,490

     

2,317

   

Series B, 4.35%, 6/1/30

   

1,330

     

1,231

   

Series B, 4.40%, 6/1/31

   

1,385

     

1,274

   
     

9,240

   

Massachusetts (0.0%): (j)

 

Massachusetts State College Building Authority Revenue, Series A, 1.80%, 5/1/29

   

5

     

4

   

New Jersey (0.4%):

 
City of Atlantic, GO
Series A, 4.23%, 9/1/25
   

2,525

     

2,455

   

Series A, 4.29%, 9/1/26

   

2,410

     

2,328

   

New Jersey Economic Development Authority Revenue, Series C, 5.71%, 6/15/30

   

2,500

     

2,543

   
New Jersey Transportation Trust Fund Authority Revenue, Build America Bond,
Series C, 5.75%, 12/15/28
   

3,000

     

3,074

   

Rutgers The State University of New Jersey Revenue, Series S, 1.76%, 5/1/29

   

2,000

     

1,677

   

South Jersey Transportation Authority Revenue, Series B, 3.12%, 11/1/26

   

450

     

417

   
     

12,494

   

New York (0.3%):

 
Metropolitan Transportation Authority Revenue, Build America Bond,
Series E, 6.73%, 11/15/30
   

5,000

     

5,329

   
New York City IDA Revenue
2.68%, 3/1/33
   

1,000

     

804

   

2.34%, 1/1/35

   

1,000

     

734

   

2.44%, 1/1/36

   

1,250

     

901

   

New York State Dormitory Authority Revenue, 2.01%, 7/1/28

   

750

     

658

   
     

8,426

   

Oklahoma (0.0%): (j)

 
The University of Oklahoma Revenue, Series C, 2.45%, 7/1/32,
Continuously Callable @100
   

1,200

     

979

   

Pennsylvania (0.3%):

 
City of Philadelphia PA Water & Wastewater Revenue
Series B, 1.73%, 11/1/28
   

1,000

     

854

   

Series B, 1.88%, 11/1/29

   

1,000

     

837

   

See notes to financial statements.

 


27


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

City of Philadelphia, GO, Series A, 2.71%, 7/15/29

 

$

1,000

   

$

880

   
City of Pittsburgh PA, GO
Series B, 1.62%, 9/1/29
   

1,570

     

1,315

   

Series B, 1.80%, 9/1/31, Continuously Callable @100

   

1,200

     

963

   
Pennsylvania Economic Development Financing Authority Revenue
2.62%, 3/1/29
   

1,855

     

1,646

   

Series B, 3.20%, 11/15/27

   

1,000

     

928

   

Public Parking Authority of Pittsburgh Revenue, 2.23%, 12/1/28

   

730

     

633

   
     

8,056

   

Tennessee (0.0%): (j)

 
Metropolitan Government Nashville & Davidson County Sports Authority Revenue,
Series C, 2.45%, 8/1/32, Continuously Callable @100
   

1,500

     

1,242

   

Texas (0.3%):

 

Central Texas Regional Mobility Authority Revenue, Series C, 2.19%, 1/1/29

   

855

     

745

   
City of Houston TX Airport System Revenue, Series C, 2.39%, 7/1/31,
Continuously Callable @100
   

2,000

     

1,673

   

County of Bexar TX Revenue, 2.43%, 8/15/33, Continuously Callable @100

   

1,500

     

1,188

   
Dallas/Fort Worth International Airport Revenue, Series C, 2.25%, 11/1/31,
Continuously Callable @100
   

2,585

     

2,150

   
Harris County Cultural Education Facilities Finance Corp. Revenue
2.79%, 11/15/29
   

1,385

     

1,208

   

Series D, 2.30%, 7/1/35

   

500

     

368

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue,
2.41%, 9/1/31, Continuously Callable @100
   

1,000

     

827

   
Uptown Development Authority Tax Allocation, Series B, 2.68%, 9/1/32,
Continuously Callable @100
   

400

     

333

   

Waco Educational Finance Corp. Revenue, 1.79%, 3/1/29

   

1,500

     

1,272

   
     

9,764

   

Total Municipal Bonds (Cost $92,054)

   

80,805

   

U.S. Government Agency Mortgages (3.8%)

 
Federal Home Loan Mortgage Corp.
5.50%, 4/1/36
   

30

     

31

   

5.00%, 9/1/52 – 10/1/52

   

8,198

     

8,228

   
     

8,259

   
Federal National Mortgage Association
Series 2017-M7, Class A2, 2.96%, 2/25/27 (c)
   

2,192

     

2,101

   

2.50%, 7/1/27 – 11/1/34

   

6,611

     

6,244

   

4.00%, 9/1/42 – 9/1/52

   

30,281

     

29,419

   

3.50%, 9/1/47 – 2/1/50

   

23,352

     

22,268

   

4.50%, 6/1/52 – 9/1/52

   

22,136

     

21,858

   

5.00%, 6/1/52

   

9,476

     

9,511

   

5.50%, 6/1/52 – 10/1/52

   

9,632

     

9,785

   

6.00%, 7/1/52

   

5,803

     

5,961

   
     

107,147

   

Total U.S. Government Agency Mortgages (Cost $122,514)

   

115,406

   

See notes to financial statements.

 


28


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

U.S. Treasury Obligations (19.0%)

 
U.S. Treasury Bonds
1.13%, 5/15/40
 

$

80,000

   

$

53,313

   

2.38%, 2/15/42

   

100,000

     

80,859

   

3.25%, 5/15/42

   

28,000

     

25,970

   

2.50%, 2/15/45

   

26,000

     

20,962

   

3.38%, 11/15/48

   

10,000

     

9,452

   

1.25%, 5/15/50

   

10,000

     

5,878

   

2.88%, 5/15/52

   

17,500

     

15,091

   
U.S. Treasury Notes
0.63%, 8/15/30
   

65,000

     

52,924

   

0.88%, 11/15/30

   

48,300

     

39,923

   

1.13%, 2/15/31

   

80,000

     

67,375

   

1.88%, 2/15/32

   

133,000

     

116,770

   

2.75%, 8/15/32

   

100,000

     

94,141

   

Total U.S. Treasury Obligations (Cost $641,523)

   

582,658

   

Commercial Paper (4.3%) (k)

 
AutoNation, Inc.
4.84%, 2/1/23 (a)
   

3,100

     

3,100

   

4.87%, 2/2/23 (a)

   

10,000

     

9,997

   

Aviation Capital Group LLC, 4.44%, 2/1/23 (a)

   

27,200

     

27,197

   

Constellation Brands, Inc., 5.01%, 2/7/23 (a)

   

10,000

     

9,990

   

FMC Corp., 4.84%, 2/1/23 (a)

   

9,000

     

8,999

   
Jabil, Inc.
5.04%, 2/1/23 (a)
   

12,100

     

12,099

   

5.07%, 2/2/23 (a)

   

13,500

     

13,496

   

5.18%, 2/6/23 (a)

   

4,600

     

4,596

   
Newell Brands, Inc.
4.84%, 2/1/23 (a)
   

10,000

     

9,999

   

4.87%, 2/2/23 (a)

   

8,500

     

8,498

   

4.90%, 2/3/23 (a)

   

8,600

     

8,596

   

Quanta Services, Inc., 4.93%, 2/3/23 (a)

   

7,000

     

6,997

   

Targa Resources Corp., 4.30%, 2/3/23 (a)

   

10,000

     

9,996

   

Total Commercial Paper (Cost $133,576)

   

133,560

   

Collateral for Securities Loaned (0.4%)^

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (l)
   

2,765,327

     

2,765

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (l)

   

2,765,327

     

2,765

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (l)

   

2,825,264

     

2,825

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (l)
   

2,705,390

     

2,706

   

Total Collateral for Securities Loaned (Cost $11,061)

   

11,061

   

Total Investments (Cost $3,306,293) — 100.4%

   

3,084,305

   

Liabilities in excess of other assets — (0.4)%

   

(13,380

)

 

NET ASSETS — 100.00%

 

$

3,070,925

   

See notes to financial statements.

 


29


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

At January 31, 2023, the Fund's investments in foreign securities were 11.2% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. As of January 31, 2023, the fair value of these securities was $1,475,875 thousands and amounted to 48.1% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2023.

(c)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2023.

(d)  Security is interest only.

(e)  Rounds to less than $1 thousand.

(f)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

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

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

(i)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

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

(k)  Rate represents the effective yield at January 31, 2023.

(l)  Rate disclosed is the daily yield on January 31, 2023.

(m)  Up to 7.13% of the coupon may be PIK.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

H15T1Y — 1 Year Treasury Constant Maturity Rate

H15T5Y — 5 Year Treasury Constant Maturity Rate

H15T10Y — 10 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

See notes to financial statements.

 


30


 
USAA Mutual Funds Trust
USAA Intermediate-Term Bond Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

MTN — Medium Term Note

PIK — Payment in-kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR30A — 30-day average of SOFR, rate disclosed as of January 31, 2023.

SOFR01M — 1 Month SOFR, rate disclosed as of January 31, 2023.

SOFR03M — 3 Month SOFR, rate disclosed as of January 31, 2023.

TSFR1M — 1 month Term SOFR, rate disclosed as of January 31, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of January 31, 2023.

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.

Futures Contracts Purchased

 

(Amounts not in thousands)

 
    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation/
(Depreciation)
 

10-Year U.S. Treasury Note Futures

   

630

   

3/22/23

 

$

70,992,463

   

$

72,144,844

   

$

1,152,381

   

30-Year U.S. Treasury Bond Futures

   

660

   

3/22/23

   

82,745,808

     

85,717,500

     

2,971,692

   

5-Year U.S. Treasury Note Futures

   

180

   

3/31/23

   

19,451,032

     

19,663,594

     

212,562

   
   

$

4,336,635

   

Total unrealized appreciation

 

$

4,336,635

   

Total unrealized depreciation

   

   

Total net unrealized appreciation (depreciation)

 

$

4,336,635

   

See notes to financial statements.

 


31


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Intermediate-
Term Bond Fund
 

Assets:

 

Investments, at value (Cost $3,306,293)

 

$

3,084,305

(a)

 

Cash

   

4,715

   

Deposit with broker for futures contracts

   

15,241

   

Receivables:

 

Interest and dividends

   

21,001

   

Capital shares issued

   

4,785

   

Investments sold

   

7,092

   

Variation margin on open futures contracts

   

248

   

From Adviser

   

103

   

Prepaid expenses

   

29

   

Total Assets

   

3,137,519

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

11,061

   

Distributions

   

308

   

Investments purchased

   

49,986

   

Capital shares redeemed

   

3,509

   

Accrued expenses and other payables:

 

Investment advisory fees

   

948

   

Administration fees

   

311

   

Custodian fees

   

56

   

Transfer agent fees

   

250

   

Compliance fees

   

3

   

Trustees' fees

   

(b)

 
12b-1 fees    

7

   

Other accrued expenses

   

155

   

Total Liabilities

   

66,594

   

(continues on next page)

See notes to financial statements.

 


32


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA Intermediate-
Term Bond Fund
 

Net Assets:

 

Capital

 

$

3,466,137

   

Total accumulated earnings/(loss)

   

(395,212

)

 

Net Assets

 

$

3,070,925

   

Net Assets

 

Fund Shares

 

$

1,453,849

   

Institutional Shares

   

1,318,889

   

Class A

   

55,188

   

Class C

   

1,575

   

R6 Shares

   

241,424

   

Total

 

$

3,070,925

   

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

 

Fund Shares

   

156,681

   

Institutional Shares

   

142,103

   

Class A

   

5,955

   

Class C

   

170

   

R6 Shares

   

26,010

   

Total

   

330,919

   

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

 

Fund Shares

 

$

9.28

   

Institutional Shares

   

9.28

   

Class A

   

9.27

   

Class C (d)

   

9.27

   

R6 Shares

   

9.28

   

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
 

$

9.48

   

(a)  Includes $8,519 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.

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

See notes to financial statements.

 


33


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Intermediate-
Term Bond Fund
 

Investment Income:

 

Dividends

 

$

577

   

Interest

   

65,222

   

Securities lending (net of fees)

   

42

   

Total Income

   

65,841

   

Expenses:

 

Investment advisory fees

   

5,714

   

Administration fees — Fund Shares

   

1,095

   

Administration fees — Institutional Shares

   

681

   

Administration fees — Class A

   

39

   

Administration fees — Class C

   

1

   

Administration fees — R6 Shares

   

45

   

Sub-Administration fees

   

15

   
12b-1 fees — Class A    

65

   
12b-1 fees — Class C    

9

   

Custodian fees

   

147

   

Transfer agent fees — Fund Shares

   

816

   

Transfer agent fees — Institutional Shares

   

681

   

Transfer agent fees — Class A

   

26

   

Transfer agent fees — Class C

   

1

   

Transfer agent fees — R6 Shares

   

9

   

Trustees' fees

   

24

   

Compliance fees

   

15

   

Legal and audit fees

   

53

   

State registration and filing fees

   

78

   

Other expenses

   

258

   

Total Expenses

   

9,772

   

Expenses waived/reimbursed by Adviser

   

(284

)

 

Net Expenses

   

9,488

   

Net Investment Income (Loss)

   

56,353

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(74,646

)

 

Net realized gains (losses) from futures contracts

   

(11,942

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

(3,225

)

 

Net change in unrealized appreciation/depreciation on futures contracts

   

759

   

Net realized/unrealized gains (losses) on investments

   

(89,054

)

 

Change in net assets resulting from operations

 

$

(32,701

)

 

See notes to financial statements.

 


34


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Intermediate-
Term Bond Fund
 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

56,353

   

$

86,872

   

Net realized gains (losses)

   

(86,588

)

   

(78,278

)

 

Net change in unrealized appreciation/depreciation

   

(2,466

)

   

(361,948

)

 

Change in net assets resulting from operations

   

(32,701

)

   

(353,354

)

 

Distributions to Shareholders:

 

Fund Shares

   

(26,760

)

   

(89,596

)

 

Institutional Shares

   

(25,323

)

   

(84,811

)

 

Class A

   

(891

)

   

(2,286

)

 

Class C

   

(24

)

   

(90

)

 

R6 Shares

   

(3,528

)

   

(7,269

)

 
Change in net assets resulting from distributions to
shareholders
   

(56,526

)

   

(184,052

)

 

Change in net assets resulting from capital transactions

   

(106,717

)

   

(143,545

)

 

Change in net assets

   

(195,944

)

   

(680,951

)

 

Net Assets:

 

Beginning of period

   

3,266,869

     

3,947,820

   

End of period

 

$

3,070,925

   

$

3,266,869

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

78,174

   

$

180,520

   

Distributions reinvested

   

25,869

     

87,208

   

Cost of shares redeemed

   

(158,044

)

   

(365,222

)

 

Total Fund Shares

 

$

(54,001

)

 

$

(97,494

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

157,729

   

$

523,253

   

Distributions reinvested

   

24,455

     

82,792

   

Cost of shares redeemed

   

(319,738

)

   

(761,725

)

 

Total Institutional Shares

 

$

(137,554

)

 

$

(155,680

)

 

Class A

 

Proceeds from shares issued

 

$

8,795

   

$

21,469

   

Distributions reinvested

   

861

     

2,213

   

Cost of shares redeemed

   

(5,341

)

   

(11,138

)

 

Total Class A

 

$

4,315

   

$

12,544

   

Class C

 

Proceeds from shares issued

 

$

(a)

 

$

947

   

Distributions reinvested

   

24

     

89

   

Cost of shares redeemed

   

(446

)

   

(1,188

)

 

Total Class C

 

$

(422

)

 

$

(152

)

 

R6 Shares

 

Proceeds from shares issued

 

$

101,400

   

$

135,288

   

Distributions reinvested

   

3,512

     

7,221

   

Cost of shares redeemed

   

(23,967

)

   

(45,272

)

 

Total R6 Shares

 

$

80,945

   

$

97,237

   

Change in net assets resulting from capital transactions

 

$

(106,717

)

 

$

(143,545

)

 

(continues on next page)

See notes to financial statements.

 


35


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA Intermediate-
Term Bond Fund
 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Share Transactions:

 

Fund Shares

 

Issued

   

8,634

     

17,357

   

Reinvested

   

2,864

     

8,379

   

Redeemed

   

(17,392

)

   

(35,775

)

 

Total Fund Shares

   

(5,894

)

   

(10,039

)

 

Institutional Shares

 

Issued

   

17,331

     

49,628

   

Reinvested

   

2,709

     

7,963

   

Redeemed

   

(35,144

)

   

(72,261

)

 

Total Institutional Shares

   

(15,104

)

   

(14,670

)

 

Class A

 

Issued

   

968

     

2,111

   

Reinvested

   

95

     

214

   

Redeemed

   

(589

)

   

(1,090

)

 

Total Class A

   

474

     

1,235

   

Class C

 

Issued

   

(b)

   

90

   

Reinvested

   

3

     

9

   

Redeemed

   

(49

)

   

(113

)

 

Total Class C

   

(46

)

   

(14

)

 

R6 Shares

 

Issued

   

11,104

     

13,129

   

Reinvested

   

389

     

700

   

Redeemed

   

(2,642

)

   

(4,597

)

 

Total R6 Shares

   

8,851

     

9,232

   

Change in Shares

   

(11,719

)

   

(14,256

)

 

(a)  Rounds to less than $1 thousand.

(b)  Rounds to less than 1 thousand shares.

See notes to financial statements.

 


36


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Intermediate-Term Bond Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

9.53

   

$

11.06

   

$

11.21

   

$

10.78

   

$

10.33

   

$

10.70

   

Investment Activities:

 

Net investment income (loss)

   

0.17

(a)

   

0.25

(a)

   

0.28

(a)

   

0.36

(a)

   

0.38

     

0.37

   
Net realized and unrealized
gains (losses)
   

(0.25

)

   

(1.25

)

   

0.25

     

0.58

     

0.46

     

(0.37

)

 
Total from Investment
Activities
   

(0.08

)

   

(1.00

)

   

0.53

     

0.94

     

0.84

     

   

Distributions to Shareholders from:

 

Net investment income

   

(0.17

)

   

(0.25

)

   

(0.28

)

   

(0.36

)

   

(0.39

)

   

(0.37

)

 

Net realized gains

   

     

(0.28

)

   

(0.40

)

   

(0.15

)

   

     

   

Total Distributions

   

(0.17

)

   

(0.53

)

   

(0.68

)

   

(0.51

)

   

(0.39

)

   

(0.37

)

 

Net Asset Value, End of Period

 

$

9.28

   

$

9.53

   

$

11.06

   

$

11.21

   

$

10.78

   

$

10.33

   

Total Return (b) (c)

   

(0.80

)%

   

(9.39

)%

   

4.83

%

   

8.94

%

   

8.28

%

   

(0.03

)%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.66

%

   

0.65

%

   

0.63

%

   

0.58

%

   

0.64

%

   

0.63

%

 

Net Investment Income (Loss) (d)

   

3.65

%

   

2.39

%

   

2.50

%

   

3.32

%

   

3.71

%

   

3.50

%

 

Gross Expenses (d) (e)

   

0.67

%

   

0.65

%

   

0.63

%

   

0.58

%

   

0.64

%

   

0.63

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,453,849

   

$

1,549,932

   

$

1,909,199

   

$

1,960,334

   

$

1,949,989

   

$

1,907,941

   

Portfolio Turnover (b) (h)

   

24

%

   

65

%

   

69

%

   

73

%(i)

   

35

%

   

15

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(i)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


37


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Intermediate-Term Bond Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

9.54

   

$

11.06

   

$

11.22

   

$

10.78

   

$

10.33

   

$

10.70

   

Investment Activities:

 

Net investment income (loss)

   

0.17

(a)

   

0.25

(a)

   

0.28

(a)

   

0.37

(a)

   

0.39

     

0.38

   
Net realized and unrealized
gains (losses)
   

(0.26

)

   

(1.24

)

   

0.24

     

0.59

     

0.45

     

(0.37

)

 
Total from Investment
Activities
   

(0.09

)

   

(0.99

)

   

0.52

     

0.96

     

0.84

     

0.01

   

Distributions to Shareholders from:

 

Net investment income

   

(0.17

)

   

(0.25

)

   

(0.28

)

   

(0.37

)

   

(0.39

)

   

(0.38

)

 

Net realized gains

   

     

(0.28

)

   

(0.40

)

   

(0.15

)

   

     

   

Total Distributions

   

(0.17

)

   

(0.53

)

   

(0.68

)

   

(0.52

)

   

(0.39

)

   

(0.38

)

 

Net Asset Value, End of Period

 

$

9.28

   

$

9.54

   

$

11.06

   

$

11.22

   

$

10.78

   

$

10.33

   

Total Return (b) (c)

   

(0.87

)%

   

(9.24

)%

   

4.80

%

   

9.11

%

   

8.35

%

   

0.04

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.60

%

   

0.58

%

   

0.57

%

   

0.51

%

   

0.58

%

   

0.56

%

 

Net Investment Income (Loss) (d)

   

3.71

%

   

2.46

%

   

2.56

%

   

3.39

%

   

3.77

%

   

3.57

%

 

Gross Expenses (d) (e)

   

0.62

%

   

0.60

%

   

0.59

%

   

0.52

%

   

0.58

%

   

0.56

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,318,889

   

$

1,499,048

   

$

1,901,458

   

$

1,791,887

   

$

1,798,154

   

$

1,964,377

   

Portfolio Turnover (b) (h)

   

24

%

   

65

%

   

69

%

   

73

%(i)

   

35

%

   

15

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(i)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


38


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Intermediate-Term Bond Fund

 
   

Class A

 

 

  Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

9.52

   

$

11.05

   

$

11.20

   

$

10.77

   

$

10.32

   

$

10.69

   

Investment Activities:

 

Net investment income (loss)

   

0.16

(a)

   

0.22

(a)

   

0.25

(a)

   

0.33

(a)

   

0.35

     

0.34

   
Net realized and unrealized
gains (losses)
   

(0.25

)

   

(1.25

)

   

0.25

     

0.58

     

0.45

     

(0.37

)

 
Total from Investment
Activities
   

(0.09

)

   

(1.03

)

   

0.50

     

0.91

     

0.80

     

(0.03

)

 

Distributions to Shareholders from:

 

Net investment income

   

(0.16

)

   

(0.22

)

   

(0.25

)

   

(0.33

)

   

(0.35

)

   

(0.34

)

 

Net realized gains

   

     

(0.28

)

   

(0.40

)

   

(0.15

)

   

     

   

Total Distributions

   

(0.16

)

   

(0.50

)

   

(0.65

)

   

(0.48

)

   

(0.35

)

   

(0.34

)

 

Net Asset Value, End of Period

 

$

9.27

   

$

9.52

   

$

11.05

   

$

11.20

   

$

10.77

   

$

10.32

   
Total Return (excludes sales
charges) (b) (c)
   

(0.93

)%

   

(9.64

)%

   

4.55

%

   

8.66

%

   

7.97

%

   

(0.31

)%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.92

%

   

0.92

%

   

0.91

%

   

0.86

%

   

0.93

%

   

0.90

%

 

Net Investment Income (Loss) (d)

   

3.41

%

   

2.16

%

   

2.22

%

   

3.06

%

   

3.42

%

   

3.22

%

 

Gross Expenses (d) (e)

   

0.92

%

   

0.92

%

   

0.92

%

   

0.86

%

   

0.93

%

   

0.90

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

55,188

   

$

52,190

   

$

46,911

   

$

45,991

   

$

50,892

   

$

53,308

   

Portfolio Turnover (b) (h)

   

24

%

   

65

%

   

69

%

   

73

%(i)

   

35

%

   

15

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(i)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


39


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Intermediate-Term Bond Fund

 
   

Class C Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  June 29,
2020(a)
through
July 31,
2020
 
Net Asset Value, Beginning of
Period
 

$

9.53

   

$

11.05

   

$

11.20

   

$

10.99

   

Investment Activities:

 

Net investment income (loss) (b)

   

0.13

     

0.15

     

0.16

     

0.02

   
Net realized and unrealized
gains (losses)
   

(0.25

)

   

(1.23

)

   

0.27

     

0.21

   
Total from Investment
Activities
   

(0.12

)

   

(1.08

)

   

0.43

     

0.23

   

Distributions to Shareholders from:

 

Net investment income

   

(0.14

)

   

(0.16

)

   

(0.18

)

   

(0.02

)

 

Net realized gains

   

     

(0.28

)

   

(0.40

)

   

   

Total Distributions

   

(0.14

)

   

(0.44

)

   

(0.58

)

   

(0.02

)

 

Net Asset Value, End of Period

 

$

9.27

   

$

9.53

   

$

11.05

   

$

11.20

   
Total Return (excludes contingent deferred sales
charge) (c) (d)
   

(1.35

)%

   

(10.11

)%

   

3.90

%

   

2.09

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

1.55

%

   

1.54

%

   

1.53

%

   

1.53

%

 

Net Investment Income (Loss) (e)

   

2.75

%

   

1.51

%

   

1.50

%

   

2.06

%

 

Gross Expenses (e) (f)

   

2.79

%

   

1.99

%

   

2.60

%

   

175.78

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

1,575

   

$

2,059

   

$

2,544

   

$

19

   

Portfolio Turnover (c) (i)

   

24

%

   

65

%

   

69

%

   

73

%(j)

 

(a)  Commencement of operations.

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning June 29, 2020 and in effect through November 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.

(h)  The amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

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

(j)  Reflects increased trading activity due to transition or asset allocation shift.

(continues on next page)

See notes to financial statements.

 


40


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA Intermediate-Term Bond Fund

 
   

R6 Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

9.54

   

$

11.06

   

$

11.22

   

$

10.79

   

$

10.33

   

$

10.71

   

Investment Activities:

 

Net investment income (loss)

   

0.18

(a)

   

0.27

(a)

   

0.29

(a)

   

0.37

(a)

   

0.41

     

0.39

   
Net realized and unrealized
gains (losses)
   

(0.26

)

   

(1.24

)

   

0.25

     

0.59

     

0.46

     

(0.38

)

 
Total from Investment
Activities
   

(0.08

)

   

(0.97

)

   

0.54

     

0.96

     

0.87

     

0.01

   

Distributions to Shareholders from:

 

Net investment income

   

(0.18

)

   

(0.27

)

   

(0.30

)

   

(0.38

)

   

(0.41

)

   

(0.39

)

 

Net realized gains

   

     

(0.28

)

   

(0.40

)

   

(0.15

)

   

     

   

Total Distributions

   

(0.18

)

   

(0.55

)

   

(0.70

)

   

(0.53

)

   

(0.41

)

   

(0.39

)

 

Net Asset Value, End of Period

 

$

9.28

   

$

9.54

   

$

11.06

   

$

11.22

   

$

10.79

   

$

10.33

   

Total Return (b) (c)

   

(0.78

)%

   

(9.08

)%

   

4.97

%

   

9.14

%

   

8.66

%

   

0.12

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.42

%

   

0.41

%

   

0.42

%

   

0.39

%

   

0.39

%

   

0.39

%

 

Net Investment Income (Loss) (d)

   

3.91

%

   

2.70

%

   

2.65

%

   

3.45

%

   

3.96

%

   

3.74

%

 

Gross Expenses (d) (e)

   

0.44

%

   

0.43

%

   

0.46

%

   

0.46

%

   

0.74

%

   

0.80

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

241,424

   

$

163,640

   

$

87,708

   

$

26,359

   

$

5,513

   

$

4,994

   

Portfolio Turnover (b) (h)

   

24

%

   

65

%

   

69

%

   

73

%(i)

   

35

%

   

15

%

 

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

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

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

(d)  Annualized for periods less than one year.

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

(f)  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 November 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.

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

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

(i)  Reflects increased trading activity due to transition or asset allocation shift.

See notes to financial statements.

 


41


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

  (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 Intermediate-Term Bond Fund (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

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

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

 


42


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

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

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 valuation designee and subject to the oversight of the Board. The 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 January 31, 2023, 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

 

$

   

$

459,808

   

$

   

$

459,808

   

Collateralized Mortgage Obligations

   

     

577,699

     

     

577,699

   

Preferred Stocks

   

16,742

     

     

     

16,742

   

Senior Secured Loans

   

     

78,468

     

     

78,468

   

Corporate Bonds

   

     

850,416

     

     

850,416

   

Yankee Dollars

   

     

177,682

     

     

177,682

   

Municipal Bonds

   

     

80,805

     

     

80,805

   

U.S. Government Agency Mortgages

   

     

115,406

     

     

115,406

   

U.S. Treasury Obligations

   

     

582,658

     

     

582,658

   

Commercial Paper

   

     

133,560

     

     

133,560

   

Collateral for Securities Loaned

   

11,061

     

     

     

11,061

   

Total

 

$

27,803

   

$

3,056,502

   

$

   

$

3,084,305

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

4,337

   

$

   

$

   

$

4,337

   

Total

 

$

4,337

   

$

   

$

   

$

4,337

   

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

As of January 31, 2023, there were no transfers into/out of Level 3.

 


43


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Real Estate Investment Trusts ("REITs"):

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

Investment Companies:

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. 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.

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.

 


44


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as the Secured Overnight Financing Rate ("SOFR") or London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below-Investment-Grade Securities:

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

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the six months ended January 31, 2023, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

 


45


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023 (amounts in thousands):

   

Assets

 
    Variation Margin
Receivable on Open
Futures Contracts*
 

Interest Rate Exposure

 

$

4,337

   

*  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 year ended January 31, 2023 (amounts in thousands):

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

Interest Rate Exposure

 

$

(11,942

)

 

$

759

   

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.

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers 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

 


46


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023.

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

8,519

   

$

   

$

11,061

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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 January 31, 2023, were as follows for the Fund (amounts in thousands):

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

Purchases

 

Sales

 

Purchases

 

Sales

 

$

477,469

   

$

723,496

   

$

242,421

   

$

179,428

   
 


47


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

1.4

   

USAA Target Retirement Income Fund

   

1.3

   

USAA Target Retirement 2030 Fund

   

1.9

   

USAA Target Retirement 2040 Fund

   

1.1

   

USAA Target Retirement 2050 Fund

   

0.6

   

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 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of the Fund's average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of the Fund's average daily net assets over $100 million. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 Core Plus Bond Funds Index. The Lipper Core Plus Bond Funds Index tracks the total return performance of the largest funds within the Lipper Core Plus Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 Core Plus Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $507, $513, $12, less than $1, and $25 for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, in thousands, respectively. Performance adjustments were 0.07%, 0.08%, 0.05%, 0.02%, and 0.03% for Fund Shares,

 


48


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Institutional Shares, Class A, Class C, and R6 Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019, permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the six months ended January 31, 2023, 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%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 Class C, R6 Shares, Class A and Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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.

 


49


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A and 1.00% of the average daily net assets of Class C. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A and Class C. Amounts incurred and paid to the Distributor for the six months ended January 31, 2023, 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 and Class C. For the six months ended January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.59%, 0.52%, 0.87%, 1.53%, and 0.39% for Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively.

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

48

   

$

280

   

$

276

   

$

284

   

$

888

   

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 January 31, 2023.

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

6. Risks:

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

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest

 


50


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

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

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

LIBOR Discontinuation Risk — The 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 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.

 


51


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 (one-month SOFR plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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 January 31, 2023.

 


52


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

8. Federal Income Tax Information:

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

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

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

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Intermediate-Term Bond Fund

 

Victory Core Plus Intermediate Bond Fund

 

In connection with the name changes above, the Board also, upon recommendation of the Adviser, approved a change in the name of the Fund to "Victory Core Plus Intermediate Bond Fund" to create a more clear and uniform naming convention relative to competitor offerings and other Adviser products.

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


53


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

992.00

   

$

1,021.88

   

$

3.31

   

$

3.36

     

0.66

%

 

Institutional Shares

   

1,000.00

     

991.30

     

1,022.18

     

3.01

     

3.06

     

0.60

%

 

Class A

   

1,000.00

     

990.70

     

1,020.57

     

4.62

     

4.69

     

0.92

%

 

Class C

   

1,000.00

     

986.50

     

1,017.39

     

7.76

     

7.88

     

1.55

%

 

R6 Shares

   

1,000.00

     

992.20

     

1,023.09

     

2.11

     

2.14

     

0.42

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


54


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Intermediate-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

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

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

Advisory Agreement

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

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

 


55


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

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

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed

 


56


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

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

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

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

 


57


 

Privacy Policy

Protecting the Privacy of Information

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

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

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

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


  

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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40049-0323


 

January 31, 2023

Semi Annual Report

USAA High Income Fund

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


 

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, 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

    18    

Statement of Operations

    19    

Statements of Changes in Net Assets

    20    

Financial Highlights

    22    

Notes to Financial Statements

   

26

   

Supplemental Information

   

37

   

Proxy Voting and Portfolio Holdings Information

    37    

Expense Examples

    37    

Advisory Contract Approval

    38    

Privacy Policy (inside back cover)

     

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

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

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

 


1


 
USAA Mutual Funds Trust
USAA High Income Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks an attractive total return primarily through high current income and secondarily through capital appreciation.

Sector Allocation*:

January 31, 2023

(% 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 High Income Fund
  Schedule of Portfolio Investments
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (1.4%)

 

Evergreen Credit Card Trust, Series 2022-CRT1, Class C, 6.19%, 7/15/26 (a)

 

$

3,000

   

$

2,939

   

Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)

   

3,000

     

3,008

   
Hertz Vehicle Financing LLC, Series 2022-4A, Class B, 4.12%, 9/25/26,
Callable 9/25/25 @ 100 (a)
   

1,070

     

1,021

   
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49,
Callable 11/19/23 @ 100 (a)
   

2,327

     

2,075

   
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class E, 8.68%,
8/16/32, Callable 2/15/26 @ 100 (a)
   

2,431

     

2,388

   
SCF Equipment Leasing LLC, Series 2022-2A, Class D, 6.50%, 10/20/32,
Callable 10/20/29 @ 100 (a)
   

989

     

946

   
United Auto Credit Securitization Trust, Series 2023-1, Class C, 6.28%,
7/10/28, Callable 2/10/27 @ 100 (a)
   

2,500

     

2,497

   

Total Asset-Backed Securities (Cost $15,096)

   

14,874

   

Collateralized Mortgage Obligations (1.5%)

 
720 East CLO Ltd., Series 2022-1A, Class D, 10.72% (TSFR3M+615bps),
1/20/36, Callable 1/20/30 @ 100 (a) (b)
   

9,500

     

9,258

   

Aventura Mall Trust, Series 2018-AVM, Class C, 4.11%, 7/5/40 (a) (c)

   

3,000

     

2,638

   

BPR Trust, Series 2022-STAR, Class A, 7.71% (TSFR1M+323bps), 8/15/24 (a) (b)

   

2,536

     

2,528

   

BXP Trust, Series 2021-601L, Class D, 2.78%, 1/15/44 (a) (c)

   

2,000

     

1,302

   
CHL Mortgage Pass-Through Trust, Series 2004-25, Class 1A6, 5.47%
(LIBOR01M+96bps), 2/25/35, Callable 2/25/23 @ 100 (b)
   

641

     

125

   
Credit Suisse First Boston Mortgage Securities Corp., Series 1998-C1,
Class AX, 1.76%, 5/17/40, Callable 2/17/23 @ 100 (c) (d)
   

(e)

   

(e)

 

Total Collateralized Mortgage Obligations (Cost $16,119)

   

15,851

   

Common Stocks (0.4%)

 

Communication Services (0.1%):

 

AT&T, Inc.

   

39,101

     

797

   

Energy (0.2%):

 
BP PLC, ADR    

9,808

     

355

   

GenOn Energy, Inc.

   

16,168

     

1,779

   

Nine Point Energy (f)

   

2,678,202

     

(e)

 

Sabine Oil & Gas Holdings, Inc. (f)

   

2,824

     

(e)

 

Shell PLC, ADR

   

1,159

     

68

   
     

2,202

   

Real Estate (0.1%):

 

Crown Castle, Inc.

   

6,253

     

926

   

Total Common Stocks (Cost $6,818)

   

3,925

   

Preferred Stocks (2.0%)

 

Communication Services (0.3%):

 

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

   

135,286

     

2,787

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Shares or
Principal
Amount
 

Value

 

Consumer Staples (0.4%):

 

CHS, Inc., cumulative redeemable, Series 1, 7.88% (g)

   

87,180

   

$

2,259

   

CHS, Inc., cumulative redeemable, Series 2, 7.10% (LIBOR03M+429bps) (b) (g)

   

76,204

     

1,948

   
     

4,207

   

Energy (1.1%):

 

NuStar Logistics LP, 11.53% (LIBOR03M+673bps), 1/15/43 (b)

   

437,747

     

10,974

   

Real Estate (0.2%):

 

Equity Residential, cumulative redeemable, Series K, 8.29% (g)

   

45,314

     

2,380

   

Prologis, Inc., cumulative redeemable, Series Q, 8.54% (g)

   

5,310

     

305

   
     

2,685

   

Total Preferred Stocks (Cost $21,675)

   

20,653

   

Senior Secured Loans (6.5%)

 
AAdvantage Loyalty IP Ltd., Initial Term Loan, First Lien, 9.48%
(LIBOR03M+475bps), 4/20/28 (b)
 

$

750

     

770

   
Asurion LLC, New B-10 Term Loans, First Lien, 8.30%
(SOFR03M+400bps), 8/19/28 (b)
   

499

     

471

   
Bausch + Lomb Corp., Initial Term Loans, First Lien, 7.82%
(SOFR03M+325bps), 5/10/27 (b)
   

1,995

     

1,940

   
Bausch Health Cos., Inc., Second Amendment Term Loan, First Lien, 9.82%
(SOFR01M+525bps), 2/1/27 (b)
   

2,407

     

1,846

   
Central Parent, Inc., Initial Term Loan, First Lien, 9.16%
(SOFR03M+450bps), 7/6/29 (b)
   

2,000

     

1,994

   
Clydesdale Acquisition Holdings, Inc., Term B Loans, First Lien, 8.74%
(SOFR01M+418bps), 4/13/29 (b)
   

995

     

976

   
CNT Holdings I Corp., Second Lien Initial Term Loans, Second Lien, 11.32%
(SOFR03M+675bps), 11/6/28 (b)
   

2,000

     

1,912

   
Directv Financing LLC, Closing Date Term Loans, First Lien, 9.58%
(LIBOR01M+500bps), 8/2/27 (b)
   

2,811

     

2,761

   
Fertitta Entertainment LLC, Initial B Term Loan, First Lien, 8.56%
(SOFR01M+400bps), 1/27/29 (b)
   

3,977

     

3,927

   
Great Outdoors Group LLC, Term B1, First Lien, 8.27%
(LIBOR01M+375bps), 3/5/28 (b)
   

1,995

     

1,959

   
H-Food Holdings LLC, Initial Term Loan, First Lien, 8.47%
(LIBOR01M+369bps), 5/31/25 (b)
   

2,493

     

2,312

   

Latam Airlines Group SA, 14.13% (SOFR03M+950bps), 10/12/27 (b)

   

3,000

     

3,032

   
Lealand Finance Co. BV, Make Whole Term Loan, First Lien, 7.57%
(LIBOR01M+300bps), 6/30/24 (b)
   

39

     

24

   
Lealand Finance Co. BV, Take-Back Term Loan, First Lien (3.00% PIK), 8.57%
(LIBOR01M+100bps), 6/30/25 (b)
   

347

     

186

   
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 9.57%
(LIBOR03M+475bps), 12/15/24 (b)
   

4,000

     

4,000

   

Mauser Packaging Solutions, 8/30/26 (h)

   

1,000

     

980

   
Mauser Packaging Solutions Holding Co., Initial Term Loan, First Lien, 8.01%
(LIBOR01M+325bps), 4/3/24 (b)
   

2,493

     

2,468

   
Medline Borrower LP, Initial Dollar Term Loans, First Lien, 7.76%
(LIBOR01M+325bps), 10/21/28 (b)
   

1,496

     

1,451

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Mileage Plus Holdings LLC, Initial Term Loan, First Lien, 10.02%
(LIBOR03M+525bps), 6/20/27 (b)
 

$

1,800

   

$

1,875

   
Neptune Bidco US, Inc., Dollar Term B Loan, First Lien, 9.57%
(SOFR03M+500bps), 4/11/29 (b) (j)
   

3,000

     

2,745

   

Paya, Inc., TLB, First Lien, 7.77% (LIBOR01M+325bps), 6/25/28 (b)

   

988

     

986

   
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien, 7.68%
(SOFR03M+325bps), 3/4/28 (b)
   

1,496

     

1,479

   
Polaris Newco LLC, Dollar Term Loan, First Lien, 8.73%
(LIBOR03M+400bps), 6/4/28 (b)
   

1,234

     

1,171

   
Pregis TopCo LLC, Initial Term Loan, First Lien, 8.80%
(SOFR01M+400bps), 8/1/26 (b)
   

1,455

     

1,436

   

Quicksilver Resources, Inc., Loans, Second Lien, 7.00%, 6/21/19 (f) (h)

   

3,914

     

6

   
Sunshine Luxembourg VII Sarl, Facility B3 Commitments, First Lien,
8.52% (LIBOR03M+375bps), 10/2/26 (b)
   

3,928

     

3,844

   
Team Health Holdings, Inc., Facility Extending Term Loan B, First Lien,
9.82% (SOFR01M+525bps), 2/2/27 (b)
   

3,941

     

3,261

   
The Michaels Cos., Inc., Term B Loans, First Lien, 9.04%
(LIBOR03M+425bps), 4/15/28 (b) (h)
   

2,000

     

1,834

   
TIBCO Software, Inc., Term A Loan, First Lien, 9.09%
(SOFR03M+450bps), 9/30/28 (b) (j)
   

9,500

     

8,683

   
UKG, Inc., 2021 Incremental Term Loan, Second Lien, 10.03%
(LIBOR03M+525bps), 5/3/27 (b)
   

2,000

     

1,907

   
WaterBridge Midstream Operating LLC, Term Loan B, First Lien, 10.91%
(LIBOR03M+575bps), 6/21/26 (b)
   

(e)

   

(e)

 
Whatabrands LLC, Initial Term B Loans, First Lien, 7.82%
(LIBOR01M+325bps), 8/3/28 (b)
   

3,471

     

3,431

   
Wok Holdings, Inc., Initial Term Loans, First Lien, 11.27%
(LIBOR03M+650bps), 3/1/26 (b)
   

1,893

     

1,642

   

Total Senior Secured Loans (Cost $71,414)

   

67,309

   

Corporate Bonds (65.1%)

 

Communication Services (12.5%):

 

AMC Networks, Inc., 4.25%, 2/15/29, Callable 2/15/24 @ 102.13

   

4,000

     

2,455

   

Cable One, Inc., 4.00%, 11/15/30, Callable 11/15/25 @ 102 (a) (k)

   

4,421

     

3,656

   

Cablevision Lightpath LLC, 5.63%, 9/15/28, Callable 9/15/23 @ 102.81 (a)

   

2,797

     

2,144

   
CCO Holdings LLC/CCO Holdings Capital Corp.
4.75%, 3/1/30, Callable 9/1/24 @ 102.38 (a)
   

3,500

     

3,061

   

4.50%, 8/15/30, Callable 2/15/25 @ 102.25 (a)

   

2,500

     

2,137

   

7.38%, 3/1/31, Callable 3/1/26 @ 103.69 (a)

   

1,875

     

1,873

   

4.50%, 6/1/33, Callable 6/1/27 @ 102.25 (a)

   

5,000

     

4,063

   

4.25%, 1/15/34, Callable 1/15/28 @ 102.13 (a)

   

4,000

     

3,126

   
Clear Channel Outdoor Holdings, Inc.
5.13%, 8/15/27, Callable 3/13/23 @ 102.56 (a)
   

4,500

     

4,099

   

7.50%, 6/1/29, Callable 6/1/24 @ 103.75 (a)

   

1,000

     

814

   
CSC Holdings LLC
7.50%, 4/1/28, Callable 4/1/23 @ 103.75 (a)
   

3,000

     

2,192

   

6.50%, 2/1/29, Callable 2/1/24 @ 103.25 (a)

   

4,500

     

3,898

   

5.75%, 1/15/30, Callable 1/15/25 @ 102.88 (a)

   

5,500

     

3,468

   

4.13%, 12/1/30, Callable 12/1/25 @ 102.06 (a)

   

2,000

     

1,468

   

5.00%, 11/15/31, Callable 11/15/26 @ 102.5 (a)

   

2,500

     

1,495

   

See notes to financial statements.

 


5


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26,
Callable 3/13/23 @ 103.38 (a) (k)
 

$

5,975

   

$

4,988

   
Directv Financing LLC/Directv Financing Co.-Obligor, Inc., 5.88%,
8/15/27, Callable 8/15/23 @ 104.41 (a)
   

4,000

     

3,623

   
DISH DBS Corp.
7.75%, 7/1/26
   

3,000

     

2,434

   

5.25%, 12/1/26, Callable 6/1/26 @ 100 (a)

   

2,500

     

2,154

   

DISH Network Corp., 11.75%, 11/15/27, Callable 5/15/25 @ 105.88 (a)

   

11,750

     

12,186

   

Embarq Corp., 8.00%, 6/1/36

   

2,500

     

1,205

   
Frontier Communications Holdings LLC
5.88%, 10/15/27, Callable 10/15/23 @ 102.94 (a)
   

2,500

     

2,386

   

5.00%, 5/1/28, Callable 5/1/24 @ 102.5 (a)

   

2,000

     

1,814

   

6.75%, 5/1/29, Callable 5/1/24 @ 103.38 (a)

   

3,000

     

2,571

   

Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (a)

   

4,000

     

2,987

   

iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 2/27/23 @ 104.19 (k)

   

4,000

     

3,586

   
Lumen Technologies, Inc.
4.00%, 2/15/27, Callable 3/13/23 @ 102 (a)
   

1,000

     

844

   

5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (a) (k)

   

3,400

     

2,369

   

7.65%, 3/15/42

   

4,621

     

3,042

   

Match Group Holdings II LLC, 4.63%, 6/1/28, Callable 6/1/23 @ 102.31 (a)

   

2,000

     

1,839

   

News Corp., 5.13%, 2/15/32, Callable 2/15/27 @ 102.56 (a)

   

1,000

     

941

   
Nexstar Media, Inc.
5.63%, 7/15/27, Callable 2/21/23 @ 104.22 (a)
   

4,000

     

3,811

   

4.75%, 11/1/28, Callable 11/1/23 @ 102.38 (a)

   

2,000

     

1,800

   
Radiate Holdco LLC/Radiate Finance, Inc.
4.50%, 9/15/26, Callable 9/15/23 @ 102.25 (a)
   

2,000

     

1,532

   

6.50%, 9/15/28, Callable 9/15/23 @ 103.25 (a)

   

1,000

     

520

   

Salem Media Group, Inc., 6.75%, 6/1/24, Callable 3/13/23 @ 100 (a)

   

1,484

     

1,436

   
Scripps Escrow II, Inc.
3.88%, 1/15/29, Callable 1/15/24 @ 101.94 (a)
   

1,500

     

1,258

   

5.38%, 1/15/31, Callable 1/15/26 @ 102.69 (a) (k)

   

4,000

     

3,227

   

Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (a) (k)

   

4,250

     

3,389

   
Sirius XM Radio, Inc.
4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (a)
   

4,000

     

3,428

   

3.88%, 9/1/31, Callable 9/1/26 @ 101.94 (a)

   

2,000

     

1,645

   

TEGNA, Inc., 5.00%, 9/15/29, Callable 9/15/24 @ 102.5

   

2,500

     

2,354

   

Townsquare Media, Inc., 6.88%, 2/1/26, Callable 3/13/23 @ 103.44 (a)

   

4,000

     

3,751

   

Univision Communications, Inc., 7.38%, 6/30/30, Callable 6/30/25 @ 103.69 (a)

   

4,000

     

3,921

   

Urban One, Inc., 7.38%, 2/1/28, Callable 2/1/24 @ 103.69 (a)

   

1,866

     

1,685

   
Zayo Group Holdings, Inc.
4.00%, 3/1/27, Callable 3/13/23 @ 100 (a)
   

1,500

     

1,192

   

6.13%, 3/1/28, Callable 3/13/23 @ 103.06 (a) (k)

   

500

     

344

   
ZoomInfo Technologies LLC/ZoomInfo Finance Corp., 3.88%, 2/1/29,
Callable 2/1/24 @ 101.94 (a) (k)
   

4,500

     

3,882

   
     

128,093

   

Consumer Discretionary (14.5%):

 

APX Group, Inc., 5.75%, 7/15/29, Callable 7/15/24 @ 102.88 (a)

   

4,600

     

3,984

   
Asbury Automotive Group, Inc.
4.75%, 3/1/30, Callable 3/1/25 @ 102.38
   

1,500

     

1,320

   

5.00%, 2/15/32, Callable 11/15/26 @ 102.5 (a)

   

3,000

     

2,591

   

See notes to financial statements.

 


6


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Ashton Woods USA LLC/Ashton Woods Finance Co., 4.63%, 4/1/30,
Callable 4/1/25 @ 102.31 (a)
 

$

3,000

   

$

2,505

   

AutoNation, Inc., 2.40%, 8/1/31, Callable 5/1/31 @ 100

   

1,000

     

763

   
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 5.38%, 3/1/29,
Callable 3/1/24 @ 102.69 (a) (k)
   

3,000

     

2,684

   

Beazer Homes USA, Inc., 7.25%, 10/15/29, Callable 10/15/24 @ 103.63

   

4,000

     

3,697

   

Boyd Gaming Corp., 4.75%, 6/15/31, Callable 6/15/26 @ 102.38 (a)

   

2,000

     

1,796

   

Boyne USA, Inc., 4.75%, 5/15/29, Callable 5/15/24 @ 102.38 (a)

   

2,015

     

1,827

   
Caesars Entertainment, Inc.
8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (a)
   

1,500

     

1,522

   

4.63%, 10/15/29, Callable 10/15/24 @ 102.31 (a)

   

3,960

     

3,383

   
Carnival Corp.
9.88%, 8/1/27, Callable 2/1/24 @ 104.94 (a)
   

11,500

     

11,820

   

6.00%, 5/1/29, Callable 11/1/24 @ 103 (a)

   

4,500

     

3,555

   
Clarios Global LP/Clarios US Finance Co., 8.50%, 5/15/27,
Callable 3/13/23 @ 104.25 (a)
   

2,000

     

1,994

   

Everi Holdings, Inc., 5.00%, 7/15/29, Callable 7/15/24 @ 102.5 (a)

   

1,000

     

904

   
Fertitta Entertainment LLC/Fertitta Entertainment Finance Co., Inc., 6.75%,
1/15/30, Callable 1/15/25 @ 103.38 (a)
   

500

     

415

   
Ford Motor Co.
6.63%, 10/1/28
   

4,000

     

4,167

   

4.75%, 1/15/43

   

2,000

     

1,562

   

Graham Packaging Co., Inc., 7.13%, 8/15/28, Callable 8/15/23 @ 103.56 (a)

   

1,500

     

1,318

   

Group 1 Automotive, Inc., 4.00%, 8/15/28, Callable 8/15/23 @ 102 (a)

   

1,000

     

878

   

Hilton Domestic Operating Co., Inc., 4.00%, 5/1/31, Callable 5/1/26 @ 102 (a)

   

2,000

     

1,736

   

KB Home, 4.80%, 11/15/29, Callable 5/15/29 @ 100

   

2,000

     

1,797

   

Lindblad Expeditions LLC, 6.75%, 2/15/27, Callable 2/15/24 @ 103.38 (a)

   

1,000

     

979

   
Lithia Motors, Inc.
3.88%, 6/1/29, Callable 6/1/24 @ 101.94 (a) (k)
   

10,000

     

8,502

   

4.38%, 1/15/31, Callable 10/15/25 @ 102.19 (a)

   

1,000

     

851

   

M/I Homes, Inc., 4.95%, 2/1/28, Callable 2/27/23 @ 103.71

   

5,000

     

4,617

   

Macy's Retail Holdings LLC, 5.88%, 3/15/30, Callable 3/15/25 @ 102.94 (a)

   

4,000

     

3,654

   
Marriott Ownership Resorts, Inc.
4.75%, 1/15/28, Callable 3/13/23 @ 102.38
   

2,000

     

1,825

   

4.50%, 6/15/29, Callable 6/15/24 @ 102.25 (a)

   

2,000

     

1,745

   

MGM Resorts International, 4.75%, 10/15/28, Callable 7/15/28 @ 100

   

3,000

     

2,719

   

Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

2,000

     

1,679

   
NCL Corp. Ltd.
5.88%, 3/15/26, Callable 12/15/25 @ 100 (a)
   

6,400

     

5,536

   

8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)

   

3,750

     

3,812

   

NCL Corp., Ltd., 5.88%, 2/15/27, Callable 2/15/24 @ 102.94 (a)

   

2,000

     

1,862

   

Newell Brands, Inc., 5.63%, 4/1/36, Callable 10/1/35 @ 100

   

3,000

     

2,671

   
Nordstrom, Inc.
4.38%, 4/1/30, Callable 1/1/30 @ 100 (k)
   

2,000

     

1,606

   

4.25%, 8/1/31, Callable 5/1/31 @ 100

   

1,500

     

1,127

   
Northwest Fiber LLC/Northwest Fiber Finance Sub, Inc.
6.00%, 2/15/28, Callable 2/15/24 @ 103 (a) (k)
   

2,000

     

1,652

   

10.75%, 6/1/28, Callable 6/1/23 @ 105.38 (a) (k)

   

1,000

     

937

   
PulteGroup, Inc.
7.88%, 6/15/32
   

500

     

576

   

6.00%, 2/15/35

   

1,000

     

1,017

   

See notes to financial statements.

 


7


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Resorts World Las Vegas LLC/RWLV Capital, Inc., 4.63%, 4/6/31,
Callable 1/6/31 @ 100 (a)
 

$

4,200

   

$

3,245

   
Royal Caribbean Cruises Ltd.
11.63%, 8/15/27, Callable 8/15/24 @ 105.81 (a)
   

5,000

     

5,308

   

9.25%, 1/15/29, Callable 4/1/25 @ 104.63 (a)

   

1,500

     

1,585

   
Scientific Games Holdings LP/Scientific Games US FinCo., Inc., 6.63%, 3/1/30,
Callable 3/1/25 @ 103.31 (a)
   

3,000

     

2,675

   
Scientific Games International, Inc., 7.25%, 11/15/29,
Callable 11/15/24 @ 103.63 (a)
   

2,000

     

2,004

   
SeaWorld Parks & Entertainment, Inc., 5.25%, 8/15/29,
Callable 8/15/24 @ 102.63 (a)
   

250

     

227

   

Sotheby's, 7.38%, 10/15/27, Callable 2/21/23 @ 103.69 (a) (k)

   

6,500

     

6,285

   
Taylor Morrison Communities, Inc., 5.75%, 1/15/28,
Callable 10/15/27 @ 100 (a)
   

5,000

     

4,852

   
The Gap, Inc.
3.63%, 10/1/29, Callable 10/1/24 @ 101.81 (a)
   

1,500

     

1,152

   

3.88%, 10/1/31, Callable 10/1/26 @ 101.94 (a)

   

1,500

     

1,123

   

The Hertz Corp., 5.00%, 12/1/29, Callable 12/1/24 @ 102.5 (a)

   

1,500

     

1,226

   

The Michaels Cos., Inc., 5.25%, 5/1/28, Callable 11/1/23 @ 102.63 (a)

   

500

     

419

   

Toll Brothers Finance Corp., 3.80%, 11/1/29, Callable 8/1/29 @ 100

   

500

     

448

   

Travel + Leisure Co., 4.50%, 12/1/29, Callable 9/1/29 @ 100 (a)

   

2,000

     

1,726

   

Trident TPI Holdings, Inc., 6.63%, 11/1/25, Callable 2/21/23 @ 100 (a)

   

3,000

     

2,706

   
USA Compression Partners LP/USA Compression Finance, 6.88%, 4/1/26,
Callable 3/13/23 @ 103.44
   

500

     

491

   

VOC Escrow Ltd., 5.00%, 2/15/28, Callable 3/13/23 @ 102.5 (a)

   

3,500

     

3,080

   
Weekley Homes LLC/Weekley Finance Corp., 4.88%, 9/15/28,
Callable 9/15/23 @ 102.44 (a)
   

2,085

     

1,814

   
Wyndham Hotels & Resorts, Inc., 4.38%, 8/15/28,
Callable 8/15/23 @ 102.19 (a)
   

2,000

     

1,855

   
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.
5.50%, 3/1/25, Callable 12/1/24 @ 100 (a)
   

1,500

     

1,459

   

5.25%, 5/15/27, Callable 2/15/27 @ 100 (a)

   

1,500

     

1,417

   
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.13%, 10/1/29,
Callable 7/1/29 @ 100 (a)
   

1,000

     

892

   
     

149,574

   

Consumer Staples (3.3%):

 
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 4.88%,
2/15/30, Callable 2/15/25 @ 103.66 (a)
   

7,500

     

6,913

   

Edgewell Personal Care Co., 4.13%, 4/1/29, Callable 4/1/24 @ 102.06 (a)

   

2,500

     

2,178

   
H-Food Holdings LLC/Hearthside Finance Co., Inc., 8.50%, 6/1/26,
Callable 2/21/23 @ 102.13 (a)
   

2,000

     

1,369

   

Lamb Weston Holdings, Inc., 4.38%, 1/31/32, Callable 1/31/27 @ 102.19 (a)

   

2,000

     

1,790

   

NBM US Holdings, Inc., 6.63%, 8/6/29, Callable 8/6/24 @ 103.31 (a)

   

3,000

     

2,921

   

Performance Food Group, Inc., 4.25%, 8/1/29, Callable 8/1/24 @ 102.13 (a)

   

2,500

     

2,230

   

Pilgrim's Pride Corp., 3.50%, 3/1/32, Callable 9/1/26 @ 101.75 (a)

   

1,000

     

814

   
Post Holdings, Inc.
5.50%, 12/15/29, Callable 12/15/24 @ 102.75 (a)
   

2,500

     

2,320

   

4.63%, 4/15/30, Callable 4/15/25 @ 102.31 (a)

   

4,000

     

3,520

   

See notes to financial statements.

 


8


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Spectrum Brands, Inc., 3.88%, 3/15/31, Callable 3/15/26 @ 101.94 (a) (k)

 

$

3,000

   

$

2,419

   

Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (a)

   

2,000

     

1,586

   

U.S. Foods, Inc., 4.75%, 2/15/29, Callable 2/15/24 @ 102.38 (a)

   

6,000

     

5,499

   
     

33,559

   

Energy (5.3%):

 
Blue Racer Midstream LLC/Blue Racer Finance Corp., 7.63%, 12/15/25,
Callable 3/13/23 @ 103.81 (a)
   

1,500

     

1,523

   

Buckeye Partners LP, 4.50%, 3/1/28, Callable 12/1/27 @ 100 (a)

   

1,000

     

917

   

California Resources Corp., 7.13%, 2/1/26, Callable 3/13/23 @ 103.57 (a)

   

1,500

     

1,460

   
Callon Petroleum Co.
8.25%, 7/15/25, Callable 3/13/23 @ 102.06
   

3,000

     

3,000

   

8.00%, 8/1/28, Callable 8/1/24 @ 104 (a) (k)

   

3,000

     

2,997

   

7.50%, 6/15/30, Callable 6/15/25 @ 103.75 (a) (k)

   

500

     

484

   

CONSOL Energy, Inc., 11.00%, 11/15/25, Callable 3/13/23 @ 102.75 (a)

   

1,194

     

1,221

   
CQP Holdco LP/BIP-V Chinook Holdco LLC, 5.50%, 6/15/31,
Callable 6/15/26 @ 102.75 (a)
   

2,500

     

2,279

   
Crestwood Midstream Partners, LP/Crestwood Midstream Finance Corp.
6.00%, 2/1/29, Callable 2/1/24 @ 103 (a)
   

750

     

712

   

8.00%, 4/1/29, Callable 4/1/24 @ 104 (a)

   

1,000

     

1,021

   

Earthstone Energy Holdings LLC, 8.00%, 4/15/27, Callable 4/15/24 @ 106 (a)

   

1,000

     

975

   

Energy Transfer LP, 7.13% (H15T5Y+531bps), Callable 5/15/30 @ 100 (b) (g)

   

1,000

     

909

   
Enterprise TE Partners LP, 7.54% (LIBOR03M+278bps), 6/1/67,
Callable 3/13/23 @ 100 (b)
   

3,000

     

2,562

   
EQM Midstream Partners LP
7.50%, 6/1/27, Callable 6/1/24 @ 103.75 (a)
   

2,000

     

2,005

   

5.50%, 7/15/28, Callable 4/15/28 @ 100

   

1,000

     

923

   
Hilcorp Energy I LP/Hilcorp Finance Co., 6.25%, 11/1/28,
Callable 11/1/23 @ 103.13 (a)
   

7,000

     

6,721

   

PDC Energy, Inc., 5.75%, 5/15/26, Callable 3/13/23 @ 102.88

   

1,500

     

1,451

   

Petroleos Mexicanos, 6.63%, 6/15/35

   

2,000

     

1,570

   

SM Energy Co., 5.63%, 6/1/25, Callable 3/13/23 @ 100.94

   

3,000

     

2,941

   
Sunoco LP/Sunoco Finance Corp.
4.50%, 5/15/29, Callable 5/15/24 @ 102.25
   

3,000

     

2,720

   

4.50%, 4/30/30, Callable 4/30/25 @ 102.25

   

2,000

     

1,783

   
Tallgrass Energy Partners LP/Tallgras Energy Finance Corp., 6.00%, 3/1/27,
Callable 3/13/23 @ 103 (a)
   

3,000

     

2,853

   

Talos Production, Inc., 12.00%, 1/15/26, Callable 2/27/23 @ 106

   

1,000

     

1,060

   
Targa Resources Partners LP/Targa Resources Partners Finance Corp.,
5.00%, 1/15/28, Callable 3/13/23 @ 102.5
   

2,000

     

1,956

   

Transocean Pontus Ltd., 6.13%, 8/1/25, Callable 2/16/23 @ 103.06 (a)

   

280

     

288

   

Transocean Titan Financing, Ltd., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)

   

1,000

     

1,038

   

Transocean, Inc., 8.75%, 2/15/30, Callable 2/15/26 @ 104.38 (a)

   

1,000

     

1,033

   

Vital Energy, Inc., 10.13%, 1/15/28, Callable 3/13/23 @ 107.59 (k)

   

6,000

     

5,976

   
     

54,378

   

Financials (7.0%):

 

Adient Global Holdings Ltd., 4.88%, 8/15/26, Callable 3/13/23 @ 101.63 (a)

   

1,000

     

949

   

AssuredPartners, Inc., 5.63%, 1/15/29, Callable 12/15/23 @ 102.81 (a)

   

6,500

     

5,551

   

See notes to financial statements.

 


9


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Blackstone Private Credit Fund
7.05%, 9/29/25 (a)
 

$

1,000

   

$

1,014

   

2.63%, 12/15/26, Callable 11/15/26 @ 100

   

3,000

     

2,581

   

3.25%, 3/15/27, Callable 2/15/27 @ 100

   

3,000

     

2,628

   

CEC Entertainment LLC, 6.75%, 5/1/26, Callable 5/1/23 @ 103.38 (a)

   

866

     

802

   
Ford Motor Credit Co. LLC
3.38%, 11/13/25, Callable 10/13/25 @ 100
   

2,000

     

1,863

   

4.13%, 8/17/27, Callable 6/17/27 @ 100

   

6,250

     

5,759

   

5.11%, 5/3/29, Callable 2/3/29 @ 100

   

8,500

     

8,053

   

Gray Escrow II, Inc., 5.38%, 11/15/31, Callable 11/15/26 @ 102.69 (a) (k)

   

10,000

     

7,691

   

HUB International Ltd., 5.63%, 12/1/29, Callable 12/1/24 @ 102.81 (a)

   

40

     

36

   

Hunt Cos., Inc., 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (a)

   

2,000

     

1,698

   
Jefferies Finance LLC/JFIN Co-Issuer Corp., 5.00%, 8/15/28,
Callable 8/15/24 @ 102.5 (a)
   

2,500

     

2,135

   
LABL, Inc.
6.75%, 7/15/26, Callable 2/21/23 @ 103.38 (a)
   

1,000

     

969

   

10.50%, 7/15/27, Callable 2/21/23 @ 105.25 (a)

   

3,000

     

2,853

   

Lehman Brothers Holdings, 5.75%, 4/25/11, MTN

   

1,000

     

3

   

Lehman Brothers Treasury Co. BV, MTN (g) (i)

   

1,447

     

4

   

Level 3 Financing, Inc., 4.25%, 7/1/28, Callable 7/1/23 @ 102.13 (a)

   

2,000

     

1,584

   

Lions Gate Capital Holdings LLC, 5.50%, 4/15/29, Callable 4/15/24 @ 102.75 (a)

   

3,500

     

2,273

   
Medline Borrower LP
3.88%, 4/1/29, Callable 10/1/24 @ 101.94 (a)
   

4,500

     

3,851

   

5.25%, 10/1/29, Callable 10/1/24 @ 102.63 (a) (k)

   

1,000

     

839

   

MetLife, Inc., 10.75%, 8/1/39, Callable 8/1/34 @ 100

   

1,000

     

1,375

   
NFP Corp.
6.88%, 8/15/28, Callable 8/15/23 @ 103.44 (a)
   

1,886

     

1,633

   

7.50%, 10/1/30, Callable 10/1/25 @ 103.75 (a)

   

2,500

     

2,386

   
Olympus Water US Holding Corp., 4.25%, 10/1/28,
Callable 10/1/24 @ 102.13 (a)
   

2,000

     

1,672

   

OneMain Finance Corp., 7.13%, 3/15/26

   

2,000

     

1,989

   

OWL Rock Core Income Corp., 5.50%, 3/21/25

   

1,000

     

976

   
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK
Finance Co-Issuer, 4.88%, 5/15/29, Callable 5/15/24 @ 102.44 (a)
   

3,500

     

3,043

   

PRA Group, Inc., 8.38%, 2/1/28, Callable 2/1/25 @ 104.19 (a)

   

2,333

     

2,345

   
Regions Financial Corp., 5.75% (H15T5Y+543bps),
Callable 6/15/25 @ 100 (b) (g)
   

1,042

     

1,033

   

Starwood Property Trust, Inc., 4.38%, 1/15/27, Callable 7/15/26 @ 100 (a)

   

1,000

     

900

   

Summer BC Bidco B LLC, 5.50%, 10/31/26, Callable 7/15/23 @ 102.75 (a)

   

2,000

     

1,671

   
     

72,159

   

Health Care (4.7%):

 

Centene Corp., 4.63%, 12/15/29, Callable 12/15/24 @ 102.31

   

4,000

     

3,799

   
CHS/Community Health Systems, Inc.
8.00%, 3/15/26, Callable 3/13/23 @ 104 (a)
   

7,800

     

7,573

   

5.25%, 5/15/30, Callable 5/15/25 @ 102.63 (a)

   

2,000

     

1,612

   
Cloud Software Group Holdings, Inc., 6.50%, 3/31/29,
Callable 9/30/25 @ 103.25 (a)
   

2,000

     

1,755

   

DaVita, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a)

   

5,000

     

3,887

   

Eastern Maine Healthcare Systems, 5.02%, 7/1/36

   

3,000

     

2,892

   

Embecta Corp., 6.75%, 2/15/30, Callable 2/15/27 @ 101.69 (a)

   

1,000

     

900

   

See notes to financial statements.

 


10


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

Encompass Health Corp., 4.63%, 4/1/31, Callable 4/1/26 @ 102.31

 

$

500

   

$

442

   

Global Medical Response, Inc., 6.50%, 10/1/25, Callable 2/14/23 @ 101.63 (a)

   

3,000

     

2,113

   
Organon & Co./Organon Foreign Debt Co-Issuer BV, 4.13%, 4/30/28,
Callable 4/30/24 @ 102.06 (a)
   

500

     

454

   
Pediatrix Medical Group, Inc., 5.38%, 2/15/30,
Callable 2/15/25 @ 102.69 (a) (k)
   

4,000

     

3,539

   

Prestige Brands, Inc., 3.75%, 4/1/31, Callable 4/1/26 @ 101.88 (a)

   

3,500

     

2,969

   

Select Medical Corp., 6.25%, 8/15/26, Callable 3/13/23 @ 103.13 (a)

   

2,500

     

2,441

   
Tenet Healthcare Corp.
6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (k)
   

5,500

     

5,122

   

6.88%, 11/15/31

   

5,000

     

4,619

   

US Acute Care Solutions LLC, 6.38%, 3/1/26, Callable 3/13/23 @ 103.19 (a)

   

5,000

     

4,528

   
     

48,645

   

Industrials (8.3%):

 

Allegiant Travel Co., 7.25%, 8/15/27, Callable 8/15/24 @ 103.63 (a)

   

2,500

     

2,448

   

American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.75%, 4/20/29 (a)

   

5,150

     

4,986

   

Builders FirstSource, Inc., 4.25%, 2/1/32, Callable 8/1/26 @ 102.13 (a)

   

1,100

     

947

   

BWX Technologies, Inc., 4.13%, 4/15/29, Callable 4/15/24 @ 102.06 (a)

   

1,000

     

904

   

CDI Escrow Issuer, Inc., 5.75%, 4/1/30, Callable 4/1/25 @ 102.88 (a)

   

3,000

     

2,844

   

Gates Global LLC/Gates Corp., 6.25%, 1/15/26, Callable 3/13/23 @ 101.56 (a)

   

3,000

     

2,955

   

Griffon Corp., 5.75%, 3/1/28, Callable 3/13/23 @ 102.88

   

1,500

     

1,420

   

H&E Equipment Services, Inc., 3.88%, 12/15/28, Callable 12/15/23 @ 101.94 (a)

   

2,000

     

1,764

   
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd.,
5.75%, 1/20/26, Callable 1/20/24 @ 102.88 (a)
   

1,250

     

1,195

   

Howmet Aerospace, Inc., 5.95%, 2/1/37

   

1,000

     

1,009

   

JB Poindexter & Co., Inc., 7.13%, 4/15/26, Callable 3/13/23 @ 103.56 (a)

   

4,500

     

4,443

   

Matthews International Corp., 5.25%, 12/1/25, Callable 3/13/23 @ 101.31 (a)

   

3,500

     

3,340

   
Prime Security Services Borrower LLC/Prime Finance, Inc.
3.38%, 8/31/27, Callable 8/31/26 @ 100 (a)
   

1,000

     

889

   

6.25%, 1/15/28, Callable 3/13/23 @ 103.13 (a)

   

6,000

     

5,690

   

Regal Rexnord Corp., 6.40%, 4/15/33, Callable 1/15/33 @ 100 (a)

   

2,686

     

2,751

   
Roller Bearing Co. of America, Inc., 4.38%, 10/15/29,
Callable 10/15/24 @ 102.19 (a)
   

1,000

     

900

   
Spirit AeroSystems, Inc.
7.50%, 4/15/25, Callable 3/13/23 @ 103.75 (a)
   

3,500

     

3,512

   

9.38%, 11/30/29, Callable 11/30/25 @ 104.69 (a)

   

500

     

543

   

Spirit Airlines Pass Through Trust, 4.10%, 4/1/28

   

1,835

     

1,673

   
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd.
8.00%, 9/20/25, Callable 9/20/23 @ 104 (a)
   

2,075

     

2,114

   

8.00%, 9/20/25, Callable 9/20/23 @ 104 (a)

   

1,500

     

1,535

   
Standard Industries, Inc.
4.38%, 7/15/30, Callable 7/15/25 @ 102.19 (a)
   

3,000

     

2,572

   

3.38%, 1/15/31, Callable 7/15/25 @ 101.69 (a)

   

5,000

     

3,978

   

Terex Corp., 5.00%, 5/15/29, Callable 5/15/24 @ 102.5 (a)

   

2,000

     

1,867

   
The ADT Security Corp.
4.13%, 8/1/29, Callable 8/1/28 @ 100 (a)
   

2,000

     

1,781

   

4.88%, 7/15/32 (a)

   

3,000

     

2,682

   

The Hertz Corp., 4.63%, 12/1/26, Callable 12/1/23 @ 102.31 (a)

   

2,000

     

1,777

   

See notes to financial statements.

 


11


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
TransDigm, Inc.
7.50%, 3/15/27, Callable 3/13/23 @ 103.75
 

$

5,000

   

$

5,038

   

5.50%, 11/15/27, Callable 3/13/23 @ 102.75

   

3,500

     

3,343

   

4.88%, 5/1/29, Callable 5/1/24 @ 102.44

   

3,000

     

2,713

   

U.S. Airways Pass Through Trust, 3.95%, 11/15/25

   

1,897

     

1,764

   

Uber Technologies, Inc., 7.50%, 9/15/27, Callable 3/13/23 @ 105.63 (a)

   

2,000

     

2,030

   

United Airlines Pass Through Trust, 4.88%, 1/15/26

   

20

     

20

   

United Rentals North America, Inc., 4.00%, 7/15/30, Callable 7/15/25 @ 102

   

3,000

     

2,700

   

Waste Pro USA, Inc., 5.50%, 2/15/26, Callable 3/13/23 @ 101.38 (a)

   

2,000

     

1,860

   

WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (a)

   

1,000

     

1,028

   

XPO Escrow Sub LLC, 7.50%, 11/15/27, Callable 11/15/24 @ 103.75 (a)

   

2,000

     

2,055

   
     

85,070

   

Information Technology (3.3%):

 
Acuris Finance US, Inc./Acuris Finance SARL, 5.00%, 5/1/28,
Callable 5/1/24 @ 102.5 (a)
   

2,000

     

1,633

   

AthenaHealth Group, Inc., 6.50%, 2/15/30, Callable 2/15/25 @ 103.25 (a) (k)

   

4,500

     

3,714

   
Central Parent, Inc./CDK Global, Inc., 7.25%, 6/15/29,
Callable 6/15/25 @ 103.63 (a)
   

4,000

     

3,992

   

CommScope Technologies LLC, 6.00%, 6/15/25, Callable 2/21/23 @ 101 (a)

   

2,000

     

1,894

   

Entegris, Inc., 3.63%, 5/1/29, Callable 5/1/24 @ 102.72 (a) (k)

   

1,000

     

856

   

Gen Digital, Inc., 7.13%, 9/30/30, Callable 9/30/25 @ 103.56 (a)

   

2,000

     

2,030

   

NCR Corp., 5.13%, 4/15/29, Callable 4/15/24 @ 102.56 (a)

   

1,500

     

1,305

   

Open Text Holdings, Inc., 4.13%, 12/1/31, Callable 12/1/26 @ 102.06 (a)

   

5,000

     

4,064

   

Sabre GLBL, Inc., 11.25%, 12/15/27, Callable 6/15/25 @ 105.63 (a)

   

2,000

     

2,120

   

Seagate HDD Cayman, 9.63%, 12/1/32, Callable 12/1/27 @ 104.81 (a)

   

5,590

     

6,332

   

Twilio, Inc., 3.88%, 3/15/31, Callable 3/15/26 @ 101.94

   

3,000

     

2,487

   

Unisys Corp., 6.88%, 11/1/27, Callable 11/1/23 @ 103.44 (a)

   

2,000

     

1,516

   

Western Digital Corp., 3.10%, 2/1/32, Callable 11/1/31 @ 100

   

2,250

     

1,728

   
     

33,671

   

Materials (3.3%):

 

Arconic Corp., 6.13%, 2/15/28, Callable 3/13/23 @ 103.06 (a)

   

1,200

     

1,157

   
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging
Finance PLC, 4.00%, 9/1/29, Callable 5/15/24 @ 102 (a)
   

1,000

     

828

   
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27,
Callable 3/13/23 @ 102.63 (a)
   

3,500

     

2,885

   

Axalta Coating Systems LLC, 3.38%, 2/15/29, Callable 2/15/24 @ 101.69 (a)

   

2,000

     

1,719

   

Commercial Metals Co., 4.38%, 3/15/32, Callable 3/15/27 @ 102.19

   

2,000

     

1,759

   

Glatfelter Corp., 4.75%, 11/15/29, Callable 11/1/24 @ 102.38 (a) (k)

   

2,500

     

1,752

   

Kaiser Aluminum Corp., 4.50%, 6/1/31, Callable 6/1/26 @ 102.25 (a)

   

3,000

     

2,539

   

Louisiana-Pacific Corp., 3.63%, 3/15/29, Callable 3/15/24 @ 101.81 (a)

   

3,250

     

2,825

   
Mauser Packaging Solutions Holding Co., 7.88%, 8/15/26,
Callable 8/15/24 @ 103.94 (a)
   

500

     

504

   

Novelis Corp., 4.75%, 1/30/30, Callable 1/30/25 @ 102.38 (a)

   

3,000

     

2,742

   

Olin Corp., 5.00%, 2/1/30, Callable 2/1/24 @ 102.5

   

2,500

     

2,363

   
Owens-Brockway Glass Container, Inc., 6.63%, 5/13/27,
Callable 5/15/23 @ 103.31 (a)
   

2,500

     

2,458

   
Pactiv Evergreen Group Issuer LLC/Pactiv Evergreen Group Issuer, Inc.,
4.38%, 10/15/28, Callable 10/15/24 @ 102.19 (a)
   

2,000

     

1,778

   

See notes to financial statements.

 


12


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Pactiv Evergreen Group Issuer, Inc./Pactiv Evergreen Group Issuer LLC,
4.00%, 10/15/27, Callable 10/15/23 @ 102 (a)
 

$

1,000

   

$

898

   

SCIH Salt Holdings, Inc., 4.88%, 5/1/28, Callable 5/1/24 @ 102.44 (a)

   

2,000

     

1,760

   
The Chemours Co.
5.75%, 11/15/28, Callable 11/15/23 @ 102.88 (a)
   

1,000

     

911

   

4.63%, 11/15/29, Callable 11/15/24 @ 102.31 (a)

   

2,000

     

1,671

   

Tronox, Inc., 4.63%, 3/15/29, Callable 3/15/24 @ 102.31 (a)

   

2,000

     

1,710

   

United States Steel Corp., 6.88%, 3/1/29, Callable 3/1/24 @ 103.44 (k)

   

903

     

913

   

Valvoline, Inc., 3.63%, 6/15/31, Callable 6/15/26 @ 101.81 (a)

   

1,000

     

841

   
     

34,013

   

Real Estate (1.2%):

 
Outfront Media Capital LLC/Outfront Media Capital Corp.
6.25%, 6/15/25, Callable 3/13/23 @ 103.13 (a)
   

1,400

     

1,409

   

4.63%, 3/15/30, Callable 3/15/25 @ 102.31 (a)

   

2,500

     

2,148

   

SBA Tower Trust, 6.60%, 1/15/28, Callable 1/15/27 @ 100 (a)

   

1,053

     

1,097

   

The Howard Hughes Corp., 4.38%, 2/1/31, Callable 2/1/26 @ 102.19 (a)

   

4,261

     

3,547

   

TK Elevator US Newco, Inc., 5.25%, 7/15/27, Callable 7/15/23 @ 102.63 (a)

   

2,000

     

1,848

   
VICI Properties LP/VICI Note Co., Inc., 4.13%, 8/15/30,
Callable 2/15/25 @ 102.06 (a)
   

2,676

     

2,411

   
     

12,460

   

Utilities (1.7%):

 

Calpine Corp., 4.63%, 2/1/29, Callable 2/1/24 @ 102.31 (a)

   

7,000

     

6,084

   
NRG Energy, Inc.
5.75%, 1/15/28, Callable 2/27/23 @ 102.88
   

2,500

     

2,387

   

3.63%, 2/15/31, Callable 2/15/26 @ 101.81 (a)

   

4,000

     

3,171

   
Vistra Operations Co. LLC
5.00%, 7/31/27, Callable 2/21/23 @ 102.5 (a)
   

5,000

     

4,703

   

4.38%, 5/1/29, Callable 5/1/24 @ 102.19 (a)

   

1,000

     

880

   
     

17,225

   

Total Corporate Bonds (Cost $710,921)

   

668,847

   

Yankee Dollars (13.8%)

 

Communication Services (1.7%):

 

Altice France Holding SA, 6.00%, 2/15/28, Callable 3/13/23 @ 103 (a) (k)

   

6,500

     

4,392

   
Altice France SA
8.13%, 2/1/27, Callable 2/21/23 @ 104.06 (a)
   

3,000

     

2,812

   

5.50%, 10/15/29, Callable 10/15/24 @ 102.75 (a)

   

3,000

     

2,369

   
LCPR Senior Secured Financing DAC, 5.13%, 7/15/29,
Callable 7/15/24 @ 102.56 (a)
   

1,500

     

1,319

   

Telecom Italia Capital SA, 7.20%, 7/18/36

   

5,000

     

4,259

   

Videotron Ltd., 3.63%, 6/15/29, Callable 6/15/24 @ 101.81 (a) (k)

   

2,500

     

2,184

   
     

17,335

   

Consumer Discretionary (1.9%):

 

IHO Verwaltungs GmbH 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (a) (n)

   

6,024

     

5,269

   
International Game Technology PLC, 6.25%, 1/15/27,
Callable 7/15/26 @ 100 (a)
   

2,000

     

2,008

   

See notes to financial statements.

 


13


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 
Jaguar Land Rover Automotive PLC, 5.88%, 1/15/28,
Callable 1/15/24 @ 102.94 (a)
 

$

3,500

   

$

2,977

   

Mattamy Group Corp., 4.63%, 3/1/30, Callable 3/1/25 @ 102.31 (a)

   

4,000

     

3,377

   
Melco Resorts Finance Ltd.
5.75%, 7/21/28, Callable 7/21/23 @ 102.88 (a)
   

1,000

     

901

   

5.38%, 12/4/29, Callable 12/4/24 @ 102.69 (a)

   

2,000

     

1,724

   
Royal Caribbean Cruises Ltd.
5.50%, 8/31/26, Callable 2/28/26 @ 100 (a)
   

2,000

     

1,789

   

5.50%, 4/1/28, Callable 10/1/27 @ 100 (a)

   

2,000

     

1,721

   
     

19,766

   

Energy (1.8%):

 

Baytex Energy Corp., 8.75%, 4/1/27, Callable 4/1/23 @ 106.56 (a) (k)

   

1,750

     

1,811

   

Harbour Energy PLC, 5.50%, 10/15/26, Callable 10/15/23 @ 102.75 (a)

   

2,000

     

1,840

   

Ithaca Energy North Sea PLC, 9.00%, 7/15/26, Callable 7/15/23 @ 104.5 (a)

   

2,000

     

1,973

   
Northriver Midstream Finance LP, 5.63%, 2/15/26,
Callable 3/13/23 @ 102.81 (a)
   

2,000

     

1,920

   

Petrobras Global Finance BV, 5.50%, 6/10/51, Callable 12/10/50 @ 100 (k)

   

2,000

     

1,565

   

Petroleos Mexicanos, 6.84%, 1/23/30, Callable 10/23/29 @ 100

   

3,000

     

2,613

   

Var Energi ASA, 8.00%, 11/15/32, Callable 8/15/32 @ 100 (a)

   

3,000

     

3,286

   

Vermilion Energy, Inc., 6.88%, 5/1/30, Callable 5/1/25 @ 103.44 (a)

   

3,000

     

2,766

   
     

17,774

   

Financials (2.8%):

 
Altice Financing SA
5.00%, 1/15/28, Callable 3/13/23 @ 102.5 (a)
   

4,000

     

3,401

   

5.75%, 8/15/29, Callable 8/15/24 @ 102.88 (a)

   

5,000

     

4,211

   

Credit Suisse AG, 6.50%, 8/8/23 (a)

   

2,250

     

2,221

   
Deutsche Bank AG
4.88% (USISDA05+255bps), 12/1/32, Callable 12/1/27 @ 100 (b)
   

3,000

     

2,683

   

3.74% (SOFR+226bps), 1/7/33, Callable 10/7/31 @ 100 (b)

   

4,850

     

3,835

   

Iris Holding, Inc., 10.00%, 12/15/28, Callable 6/15/25 @ 105 (a)

   

3,500

     

2,748

   
Macquarie Bank Ltd., 3.05% (H15T5Y+170bps), 3/3/36,
Callable 3/3/31 @ 100 (a) (b)
   

2,000

     

1,556

   

UniCredit SpA, 5.86%, 6/19/32, Callable 6/19/27 @ 100 (a)

   

5,000

     

4,612

   
Virgin Media Vendor Financing Notes IV DAC, 5.00%, 7/15/28,
Callable 7/15/23 @ 102.5 (a)
   

2,000

     

1,815

   
Vmed O2 UK Financing I PLC, 4.25%, 1/31/31,
Callable 1/31/26 @ 102.13 (a)
   

2,000

     

1,678

   
     

28,760

   

Health Care (0.4%):

 

Bausch Health Cos., Inc., 4.88%, 6/1/28, Callable 6/1/24 @ 102.44 (a)

   

2,000

     

1,284

   
Teva Pharmaceutical Finance Netherlands III BV, 6.75%, 3/1/28,
Callable 12/1/27 @ 100 (k)
   

3,000

     

3,015

   
     

4,299

   

Industrials (2.7%):

 

Air Canada Pass Through Trust, 4.13%, 5/15/25 (a)

   

4,537

     

4,199

   

ATS Corp., 4.13%, 12/15/28, Callable 12/15/23 @ 102.06 (a)

   

1,000

     

896

   
Bombardier, Inc.
7.50%, 3/15/25, Callable 3/13/23 @ 101.25 (a)
   

1,934

     

1,936

   

See notes to financial statements.

 


14


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description

  Principal
Amount
 

Value

 

7.88%, 4/15/27, Callable 3/13/23 @ 103.94 (a)

 

$

6,000

   

$

6,000

   

7.50%, 2/1/29, Callable 2/1/26 @ 103.75 (a)

   

500

     

500

   
Latam Airlines Group SA
13.38%, 10/15/27, Callable 10/15/24 @ 110.03 (a)
   

3,000

     

3,213

   

13.38%, 10/15/29, Callable 10/15/25 @ 110.03 (a) (k)

   

2,000

     

2,152

   

NES Fircroft Bondco AS, 11.75%, 9/29/26, Callable 9/29/24 @ 105.88 (a)

   

5,000

     

5,085

   

Rolls-Royce PLC, 5.75%, 10/15/27, Callable 7/15/27 @ 100 (a)

   

2,967

     

2,886

   

Seaspan Corp., 5.50%, 8/1/29, Callable 8/1/24 @ 102.75 (a)

   

1,500

     

1,139

   
     

28,006

   

Information Technology (0.2%):

 

Open Text Corp., 6.90%, 12/1/27, Callable 11/1/27 @ 100 (a)

   

2,059

     

2,110

   

Materials (1.9%):

 

Alcoa Nederland Holding BV, 6.13%, 5/15/28, Callable 5/15/23 @ 103.06 (a)

   

1,300

     

1,303

   

Diamond BC BV, 4.63%, 10/1/29, Callable 10/1/24 @ 102.31 (a)

   

2,000

     

1,680

   

Eldorado Gold Corp., 6.25%, 9/1/29, Callable 9/1/24 @ 103.13 (a)

   

2,000

     

1,842

   

Endeavour Mining PLC, 5.00%, 10/14/26, Callable 10/14/23 @ 102.5 (a)

   

4,320

     

3,840

   

First Quantum Minerals Ltd., 7.50%, 4/1/25, Callable 2/21/23 @ 101.88 (a)

   

3,000

     

2,972

   

Infrabuild Australia Pty Ltd., 12.00%, 10/1/24, Callable 3/13/23 @ 106 (a)

   

2,000

     

1,900

   

Methanex Corp., 5.25%, 12/15/29, Callable 9/15/29 @ 100

   

3,931

     

3,633

   

Mineral Resources, Ltd., 8.00%, 11/1/27, Callable 11/1/24 @ 104 (a)

   

1,000

     

1,027

   

NOVA Chemicals Corp., 4.25%, 5/15/29, Callable 5/15/24 @ 102.13 (a) (k)

   

500

     

429

   

Trivium Packaging Finance BV, 8.50%, 8/15/27, Callable 2/20/23 @ 104.25 (a)

   

1,000

     

962

   
     

19,588

   

Real Estate (0.1%):

 

TK Elevator Holdco GmbH, 7.63%, 7/15/28, Callable 7/15/23 @ 103.81 (a) (k)

   

1,000

     

888

   

Sovereign Bond (0.1%):

 
Bahamas Government International Bond, 6.00%, 11/21/28,
Callable 8/21/28 @ 100 (a)
   

1,500

     

1,215

   

Utilities (0.2%):

 

Empresa Electrica Cochrane SpA, 5.50%, 5/14/27 (a)

   

1,991

     

1,900

   

Total Yankee Dollars (Cost $149,724)

   

141,641

   

Commercial Paper (7.5%) (l)

 

Arrow Electronics, Inc., 5.04%, 2/9/23 (a)

   

10,000

     

9,987

   

AutoNation, Inc., 4.99%, 2/6/23 (a)

   

9,100

     

9,093

   

Aviation Capital Group LLC, 4.44%, 2/1/23 (a)

   

10,100

     

10,099

   

Constellation Brands, Inc., 5.01%, 2/7/23 (a)

   

5,000

     

4,995

   

Crown Castle International Corp., 5.01%, 2/8/23 (a)

   

3,000

     

2,997

   

FMC Corp., 4.84%, 2/1/23 (a)

   

10,000

     

9,999

   

Jabil, Inc., 5.07%, 2/2/23 (a)

   

10,000

     

9,997

   

Newell Brands, Inc., 4.90%, 2/3/23 (a)

   

7,100

     

7,097

   
Quanta Services, Inc.
4.87%, 2/1/23 (a)
   

8,000

     

7,999

   

4.90%, 2/2/23 (a)

   

2,100

     

2,099

   

Targa Resources Corp., 4.30%, 2/3/23 (a)

   

3,000

     

2,999

   

Total Commercial Paper (Cost $77,371)

   

77,361

   

See notes to financial statements.

 


15


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

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

Security Description  

Shares

 

Value

 

Exchange-Traded Funds (2.0%)

 

iShares BB Rated Corporate Bond ETF

   

180,000

   

$

8,234

   

iShares iBoxx High Yield Corporate Bond ETF (k)

   

70,599

     

5,389

   

SPDR Bloomberg High Yield Bond ETF (k)

   

70,315

     

6,584

   

Total Exchange-Traded Funds (Cost $19,976)

   

20,207

   

Collateral for Securities Loaned (4.9%)^

 
Goldman Sachs Financial Square Government Fund, Institutional
Shares, 4.22% (m)
   

12,499,994

     

12,500

   

HSBC U.S. Government Money Market Fund, Institutional Shares, 4.21% (m)

   

12,499,994

     

12,500

   

Invesco Government & Agency Portfolio, Institutional Shares, 4.31% (m)

   

12,499,994

     

12,500

   
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional
Shares, 4.14% (m)
   

12,499,994

     

12,500

   

Total Collateral for Securities Loaned (Cost $50,000)

   

50,000

   

Total Investments (Cost $1,139,114) — 105.1%

   

1,080,668

   

Liabilities in excess of other assets — (5.1)%

   

(52,527

)

 

NET ASSETS — 100.00%

 

$

1,028,141

   

At January 31, 2023, the Fund's investments in foreign securities were 15.7% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. As of January 31, 2023, the fair value of these securities was $750,062 thousands and amounted to 73.0% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2023.

(c)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at January 31, 2023.

(d)  Security is interest only.

(e)  Rounds to less than $1 thousand.

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents less than 0.05% of net assets as of January 31, 2023. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

(h)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

(i)  Zero-coupon bond.

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

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

See notes to financial statements.

 


16


 
USAA Mutual Funds Trust
USAA High Income Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

(l)  Rate represents the effective yield at January 31, 2023.

(m)  Rate disclosed is the daily yield on January 31, 2023.

(n)  Up to 7.13% of the coupon may be PIK.

ADR — American Depositary Receipt

bps — Basis points

ETF — Exchange-Traded Fund

H15T5Y — 5 Year Treasury Constant Maturity Rate

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of January 31, 2023, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PIK — Payment-in-Kind

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR01M — 1 Month SOFR, rate disclosed as of January 31, 2023.

SOFR03M — 3 Month SOFR, rate disclosed as of January 31, 2023.

TSFR1M — 1 month Term SOFR, rate disclosed as of January 31, 2023.

TSFR3M — 3 month Term SOFR, rate disclosed as of January 31, 2023.

USISDA05 — 5 Year ICE Swap Rate, rate disclosed as of January 31, 2023.

See notes to financial statements.

 


17


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

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

    USAA High
Income Fund
 

Assets:

 

Investments, at value (Cost $1,139,114)

 

$

1,080,668

(a)

 

Cash

   

3,878

   

Deposit with broker for futures contracts

   

92

   

Receivables:

 

Interest and dividends

   

14,662

   

Capital shares issued

   

144

   

Investments sold

   

2,087

   

From Adviser

   

25

   

Prepaid expenses

   

17

   

Total Assets

   

1,101,573

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

50,000

   

Investments purchased

   

22,580

   

Capital shares redeemed

   

125

   

Accrued expenses and other payables:

 

Investment advisory fees

   

371

   

Administration fees

   

119

   

Custodian fees

   

17

   

Transfer agent fees

   

117

   

Compliance fees

   

1

   

Trustees' fees

   

1

   
12b-1 fees    

(b)

 

Other accrued expenses

   

101

   

Total Liabilities

   

73,432

   

Net Assets:

 

Capital

   

1,302,411

   

Total accumulated earnings/(loss)

   

(274,270

)

 

Net Assets

 

$

1,028,141

   

Net Assets

 

Fund Shares

 

$

760,063

   

Institutional Shares

   

265,265

   

Class A

   

2,165

   

R6 Shares

   

648

   

Total

 

$

1,028,141

   

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

 

Fund Shares

   

111,492

   

Institutional Shares

   

38,964

   

Class A

   

317

   

R6 Shares

   

95

   

Total

   

150,868

   

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

 

Fund Shares

 

$

6.82

   

Institutional Shares

   

6.81

   

Class A

   

6.84

   

R6 Shares

   

6.82

   

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
 

$

7.00

   

(a)  Includes $48,452 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.

 


18


 

USAA Mutual Funds Trust

  Statement of Operations
For the Six Months Ended January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA High
Income Fund
 

Investment Income:

 

Dividends

 

$

1,678

   

Interest

   

34,710

   

Securities lending (net of fees)

   

390

   

Total Income

   

36,778

   

Expenses:

 

Investment advisory fees

   

2,176

   

Administration fees — Fund Shares

   

568

   

Administration fees — Institutional Shares

   

134

   

Administration fees — Class A

   

2

   

Administration fees — R6 Shares

   

(a)

 

Sub-Administration fees

   

12

   
12b-1 fees — Class A    

3

   

Custodian fees

   

55

   

Transfer agent fees — Fund Shares

   

525

   

Transfer agent fees — Institutional Shares

   

134

   

Transfer agent fees — Class A

   

1

   

Transfer agent fees — R6 Shares

   

(a)

 

Trustees' fees

   

23

   

Compliance fees

   

5

   

Legal and audit fees

   

50

   

State registration and filing fees

   

44

   

Other expenses

   

84

   

Total Expenses

   

3,816

   

Expenses waived/reimbursed by Adviser

   

(77

)

 

Net Expenses

   

3,739

   

Net Investment Income (Loss)

   

33,039

   

Realized/Unrealized Gains (Losses) from Investments:

 

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

   

(36,967

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

20,827

   

Net realized/unrealized gains (losses) on investments

   

(16,140

)

 

Change in net assets resulting from operations

 

$

16,899

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

 


19


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

   

USAA High Income Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income (Loss)

 

$

33,039

   

$

63,520

   

Net realized gains (losses)

   

(36,967

)

   

34,234

   

Net change in unrealized appreciation/depreciation

   

20,827

     

(198,527

)

 

Change in net assets resulting from operations

   

16,899

     

(100,773

)

 

Distributions to Shareholders:

 

Fund Shares

   

(23,582

)

   

(44,394

)

 

Institutional Shares

   

(8,517

)

   

(20,502

)

 

Class A

   

(66

)

   

(118

)

 

R6 Shares

   

(26

)

   

(26

)

 

Change in net assets resulting from distributions to shareholders

   

(32,191

)

   

(65,040

)

 

Change in net assets resulting from capital transactions

   

(59,726

)

   

(498,274

)

 

Change in net assets

   

(75,018

)

   

(664,087

)

 

Net Assets:

 

Beginning of period

   

1,103,159

     

1,767,246

   

End of period

 

$

1,028,141

   

$

1,103,159

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

32,080

   

$

64,024

   

Distributions reinvested

   

21,720

     

41,155

   

Cost of shares redeemed

   

(64,968

)

   

(168,670

)

 

Total Fund Shares

 

$

(11,168

)

 

$

(63,491

)

 

Institutional Shares

 

Proceeds from shares issued

 

$

1,921

   

$

22,776

   

Distributions reinvested

   

8,505

     

20,474

   

Cost of shares redeemed

   

(58,841

)

   

(478,339

)

 

Total Institutional Shares

 

$

(48,415

)

 

$

(435,089

)

 

Class A

 

Proceeds from shares issued

 

$

6

   

$

122

   

Distributions reinvested

   

59

     

101

   

Cost of shares redeemed

   

(98

)

   

(264

)

 

Total Class A

 

$

(33

)

 

$

(41

)

 

R6 Shares

 

Proceeds from shares issued

 

$

135

   

$

850

   

Distributions reinvested

   

26

     

26

   

Cost of shares redeemed

   

(271

)

   

(529

)

 

Total R6 Shares

 

$

(110

)

 

$

347

   

Change in net assets resulting from capital transactions

 

$

(59,726

)

 

$

(498,274

)

 

(continues on next page)

See notes to financial statements.

 


20


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA High Income Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

Share Transactions:

 

Fund Shares

 

Issued

   

4,827

     

8,498

   

Reinvested

   

3,255

     

5,550

   

Redeemed

   

(9,756

)

   

(22,457

)

 

Total Fund Shares

   

(1,674

)

   

(8,409

)

 

Institutional Shares

 

Issued

   

288

     

3,067

   

Reinvested

   

1,275

     

2,747

   

Redeemed

   

(8,651

)

   

(61,041

)

 

Total Institutional Shares

   

(7,088

)

   

(55,227

)

 

Class A

 

Issued

   

2

     

16

   

Reinvested

   

9

     

14

   

Redeemed

   

(15

)

   

(35

)

 

Total Class A

   

(4

)

   

(5

)

 

R6 Shares

 

Issued

   

21

     

122

   

Reinvested

   

4

     

4

   

Redeemed

   

(40

)

   

(74

)

 

Total R6 Shares

   

(15

)

   

52

   

Change in Shares

   

(8,781

)

   

(63,589

)

 

See notes to financial statements.

 


21


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA High Income Fund

 
   

Fund Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

6.91

   

$

7.92

   

$

7.44

   

$

7.91

   

$

8.01

   

$

8.27

   

Investment Activities:

 

Net investment income (loss)

   

0.22

(a)

   

0.37

(a)

   

0.39

(a)

   

0.44

(a)

   

0.47

     

0.47

   
Net realized and unrealized
gains (losses)
   

(0.10

)

   

(1.00

)

   

0.47

     

(0.47

)

   

(0.10

)

   

(0.26

)

 
Total from Investment
Activities
   

0.12

     

(0.63

)

   

0.86

     

(0.03

)

   

0.37

     

0.21

   

Distributions to Shareholders from:

 

Net investment income

   

(0.21

)

   

(0.38

)

   

(0.38

)

   

(0.44

)

   

(0.47

)

   

(0.47

)

 

Total Distributions

   

(0.21

)

   

(0.38

)

   

(0.38

)

   

(0.44

)

   

(0.47

)

   

(0.47

)

 
Redemption Fees Added to Beneficial
Interests
   

     

     

     

     

(b)

   

(b)

 

Net Asset Value, End of Period

 

$

6.82

   

$

6.91

   

$

7.92

   

$

7.44

   

$

7.91

   

$

8.01

   

Total Return (c) (d)

   

1.85

%

   

(8.17

)%

   

11.84

%

   

(0.27

)%

   

4.85

%

   

2.65

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.77

%

   

0.75

%

   

0.75

%

   

0.81

%

   

0.85

%

   

0.81

%

 

Net Investment Income (Loss) (e)

   

6.39

%

   

4.93

%

   

5.01

%

   

5.82

%

   

5.93

%

   

5.79

%

 

Gross Expenses (e) (f)

   

0.78

%

   

0.75

%

   

0.75

%

   

0.81

%

   

0.85

%

   

0.81

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

760,063

   

$

782,254

   

$

962,971

   

$

1,027,510

   

$

1,212,711

   

$

1,207,790

   

Portfolio Turnover (c) (i)

   

46

%

   

35

%

   

30

%

   

48

%

   

31

%

   

22

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

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

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

(continues on next page)

See notes to financial statements.

 


22


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA High Income Fund

 
   

Institutional Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

6.90

   

$

7.91

   

$

7.43

   

$

7.90

   

$

8.00

   

$

8.26

   

Investment Activities:

 

Net investment income (loss)

   

0.22

(a)

   

0.38

(a)

   

0.39

(a)

   

0.44

(a)

   

0.47

     

0.48

   
Net realized and unrealized
gains (losses)
   

(0.09

)

   

(1.00

)

   

0.48

     

(0.47

)

   

(0.09

)

   

(0.26

)

 
Total from Investment
Activities
   

0.13

     

(0.62

)

   

0.87

     

(0.03

)

   

0.38

     

0.22

   

Distributions to Shareholders from:

 

Net investment income

   

(0.22

)

   

(0.39

)

   

(0.39

)

   

(0.44

)

   

(0.48

)

   

(0.48

)

 

Total Distributions

   

(0.22

)

   

(0.39

)

   

(0.39

)

   

(0.44

)

   

(0.48

)

   

(0.48

)

 
Redemption Fees Added to Beneficial
Interests
   

     

     

     

     

(b)

   

(b)

 

Net Asset Value, End of Period

 

$

6.81

   

$

6.90

   

$

7.91

   

$

7.43

   

$

7.90

   

$

8.00

   

Total Return (c) (d)

   

1.93

%

   

(8.08

)%

   

11.93

%

   

(0.19

)%

   

4.94

%

   

2.74

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.61

%

   

0.64

%

   

0.67

%

   

0.72

%

   

0.78

%

   

0.72

%

 

Net Investment Income (Loss) (e)

   

6.52

%

   

5.00

%

   

5.08

%

   

5.91

%

   

6.00

%

   

5.88

%

 

Gross Expenses (e) (f)

   

0.63

%

   

0.65

%

   

0.68

%

   

0.73

%

   

0.78

%

   

0.72

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

265,265

   

$

317,913

   

$

801,226

   

$

798,688

   

$

913,599

   

$

966,124

   

Portfolio Turnover (c) (i)

   

46

%

   

35

%

   

30

%

   

48

%

   

31

%

   

22

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

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

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

(continues on next page)

See notes to financial statements.

 


23


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA High Income Fund

 
   

Class A

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

6.93

   

$

7.94

   

$

7.46

   

$

7.93

   

$

8.03

   

$

8.28

   

Investment Activities:

 

Net investment income (loss)

   

0.21

(a)

   

0.36

(a)

   

0.38

(a)

   

0.43

(a)

   

0.46

     

0.46

   
Net realized and unrealized
gains (losses)
   

(0.09

)

   

(1.00

)

   

0.47

     

(0.48

)

   

(0.10

)

   

(0.26

)

 
Total from Investment
Activities
   

0.12

     

(0.64

)

   

0.85

     

(0.05

)

   

0.36

     

0.20

   

Distributions to Shareholders from:

 

Net investment income

   

(0.21

)

   

(0.37

)

   

(0.37

)

   

(0.42

)

   

(0.46

)

   

(0.45

)

 

Total Distributions

   

(0.21

)

   

(0.37

)

   

(0.37

)

   

(0.42

)

   

(0.46

)

   

(0.45

)

 
Redemption Fees Added to Beneficial
Interests
   

     

     

     

     

(b)

   

(b)

 

Net Asset Value, End of Period

 

$

6.84

   

$

6.93

   

$

7.94

   

$

7.46

   

$

7.93

   

$

8.03

   
Total Return (excludes sales
charges) (c) (d)
   

1.80

%

   

(8.22

)%

   

11.58

%

   

(0.44

)%

   

4.69

%

   

2.55

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f) (g) (h)

   

0.87

%

   

0.83

%

   

0.92

%

   

0.98

%

   

1.00

%

   

1.02

%(j)

 

Net Investment Income (Loss) (e)

   

6.29

%

   

4.85

%

   

4.89

%

   

5.63

%

   

5.78

%

   

5.58

%

 

Gross Expenses (e) (f)

   

1.78

%

   

1.58

%

   

1.37

%

   

1.09

%

   

1.21

%

   

1.13

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

2,165

   

$

2,229

   

$

2,586

   

$

7,184

   

$

10,021

   

$

10,019

   

Portfolio Turnover (c) (i)

   

46

%

   

35

%

   

30

%

   

48

%

   

31

%

   

22

%

 

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

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

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

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

(e)  Annualized for periods less than one year.

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

(g)  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 November 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.

(h)  From the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

(i)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

(j)  Prior to December 1, 2017, USAA Asset Management Company (previous Investment Adviser) voluntarily agreed to limit the annual expenses of Class A to 1.05% of the Class A average daily net assets.

(continues on next page)

See notes to financial statements.

 


24


 

USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

   

USAA High Income Fund

 
   

R6 Shares

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

6.91

   

$

7.92

   

$

7.43

   

$

7.90

   

$

8.01

   

$

8.26

   

Investment Activities:

 

Net investment income (loss)

   

0.23

(a)

   

0.41

(a)

   

0.40

(a)

   

0.45

(a)

   

0.48

     

0.48

   
Net realized and unrealized
gains (losses)
   

(0.10

)

   

(1.00

)

   

0.49

     

(0.47

)

   

(0.10

)

   

(0.25

)

 
Total from Investment
Activities
   

0.13

     

(0.59

)

   

0.89

     

(0.02

)

   

0.38

     

0.23

   

Distributions to Shareholders from:

 

Net investment income

   

(0.22

)

   

(0.42

)

   

(0.40

)

   

(0.45

)

   

(0.49

)

   

(0.48

)

 

Total Distributions

   

(0.22

)

   

(0.42

)

   

(0.40

)

   

(0.45

)

   

(0.49

)

   

(0.48

)

 

Net Asset Value, End of Period

 

$

6.82

   

$

6.91

   

$

7.92

   

$

7.43

   

$

7.90

   

$

8.01

   

Total Return (b) (c)

   

1.98

%

   

(7.65

)%

   

12.25

%

   

(0.12

)%

   

4.95

%

   

2.94

%

 

Ratios to Average Net Assets:

 

Net Expenses (d) (e) (f) (g)

   

0.50

%

   

0.22

%

   

0.58

%

   

0.64

%

   

0.65

%

   

0.65

%

 

Net Investment Income (Loss) (d)

   

6.69

%

   

5.51

%

   

5.25

%

   

5.98

%

   

6.13

%

   

5.95

%

 

Gross Expenses (d) (e)

   

2.95

%

   

4.07

%

   

0.92

%

   

0.82

%

   

0.96

%

   

0.92

%

 

Supplemental Data:

 

Net Assets at end of period (000's)

 

$

648

   

$

763

   

$

463

   

$

5,323

   

$

5,214

   

$

5,055

   

Portfolio Turnover (b) (h)

   

46

%

   

35

%

   

30

%

   

48

%

   

31

%

   

22

%

 

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Not annualized for periods less than one year.

(c)  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

(d)  Annualized for periods less than one year.

(e)  Does not include acquired fund fees and expenses, if any.

(f)  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 November 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.

(g)  From the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

(h)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares.

See notes to financial statements.

 


25


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

  (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 High Income Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 Shares. The Fund is classified as diversified under the 1940 Act.

Each class of shares of the Fund has substantially identical rights and privileges, except with respect to sales charges, fees paid under distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters solely affecting a single class of shares, and the exchange privilege of each class of shares.

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, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

 


26


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), and American Depositary Receipts, 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 the valuation designee and subject to the oversight of the Board. The pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, investments are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded, and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.

A summary of the valuations as of January 31, 2023, 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

 

$

   

$

14,874

   

$

   

$

14,874

   

Collateralized Mortgage Obligations

   

     

15,851

     

     

15,851

   

Common Stocks

   

2,146

     

1,779

     

(a)

   

3,925

   

Preferred Stocks

   

20,653

     

     

     

20,653

   

Senior Secured Loans

   

     

67,303

     

6

     

67,309

   

Corporate Bonds

   

     

668,847

     

     

668,847

   

Yankee Dollars

   

     

141,641

     

     

141,641

   

Commercial Paper

   

     

77,361

     

     

77,361

   

Exchange-Traded Funds

   

20,207

     

     

     

20,207

   

Collateral for Securities Loaned

   

50,000

     

     

     

50,000

   

Total

 

$

93,006

   

$

987,656

   

$

6

   

$

1,080,668

   

(a)  Rounds to less than $1 thousand.

As of January 31, 2023, 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

 


27


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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.

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. 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.

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.

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as the Secured Overnight Financing Rate ("SOFR") or London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater

 


28


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

"spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Below-Investment-Grade Securities:

The Fund invests in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Derivative Instruments:

Futures Contracts:

The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.

The Fund did not hold futures contracts as of January 31, 2023.

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.

 


29


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

Securities Lending:

The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers 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 January 31, 2023.

Value of
Securities on Loan
  Non-Cash
Collateral
  Cash
Collateral
 
$

48,452

   

$

   

$

50,000

   

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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

 


30


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Allocations:

Expenses directly attributable to the Fund are charged to the Fund, while expenses that are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or an affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing fees, and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

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 January 31, 2023, 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)
 
$

   

$

4,950

   

$

50

   

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended January 31, 2023, were as follows for the Fund (amounts in thousands):

  Excluding
U.S. Government Securities

 

Purchases

 

Sales

 

$

440,798

   

$

508,313

   

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of January 31, 2023, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

1.1

   

USAA Target Retirement Income Fund

   

3.5

   

USAA Target Retirement 2030 Fund

   

4.5

   

USAA Target Retirement 2040 Fund

   

4.7

   

USAA Target Retirement 2050 Fund

   

1.0

   

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the SEC.

 


31


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 High Yield Bond Funds Index. The Lipper High Yield Bond Funds Index tracks the total return performance of the largest funds within the Lipper High Yield Bond Funds category.

The performance period for each share class consists of the current month plus the previous 35 months. 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 High Yield Bond Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period August 1, 2022, to January 31, 2023, performance adjustments were $(240), $(154), $(1), and $(1) for Fund Shares, Institutional Shares, Class A, and R6 Shares, in thousands, respectively. Performance adjustments were (0.06)%, (0.12)%, (0.13)%, and (0.15)% 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Sub-Administration fees.

 


32


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limits (excluding voluntary waivers) were 0.83%, 0.73%, 1.00%, and 0.65% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

 


33


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

Under the terms of the expense limitation agreement, 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 January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

9

   

$

114

   

$

95

   

$

77

   

$

295

   

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 January 31, 2023.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

High-Yield/Junk Bond Risk — Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events. High-yield securities also can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time.

LIBOR Discontinuation Risk — The 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 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

 


34


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, 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 (one-month SOFR plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

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

 


35


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

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 July 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

 
$

30,816

   

$

151,239

   

$

182,055

   

9. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA High Income Fund

 

Victory High Income Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


36


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account
Value
1/31/23
  Hypothetical
Ending
Account
Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-
1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-
1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-
1/31/23
 

Fund Shares

 

$

1,000.00

   

$

1,018.50

   

$

1,021.32

   

$

3.92

   

$

3.92

     

0.77

%

 

Institutional Shares

   

1,000.00

     

1,019.30

     

1,022.13

     

3.10

     

3.11

     

0.61

%

 

Class A

   

1,000.00

     

1,018.00

     

1,020.82

     

4.43

     

4.43

     

0.87

%

 

R6 Shares

   

1,000.00

     

1,019.80

     

1,022.68

     

2.55

     

2.55

     

0.50

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


37


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA High Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

 


38


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as Trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was below the average of its performance universe and its Lipper index for the one-, three- and five-year periods ended June 30, 2022, and was above the average of its performance universe and was below its Lipper index for the ten-year period ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the Fund's more recent improved performance.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees

 


39


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices and the Adviser is appropriately monitoring the Fund's performance; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

 


40


 

Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.


  

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40051-0323


 

January 31, 2023

Semi Annual Report

USAA Money Market Fund

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member 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.


 

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, 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

   

9

   

Notes to Financial Statements

   

10

   

Supplemental Information

   

17

   

Proxy Voting and Portfolio Holdings Information

   

17

   

Expense Example

   

17

   

Advisory Contract Approval

    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 Money Market Fund
 

January 31, 2023

 

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks the highest income consistent with preservation of capital and the maintenance of liquidity.

Portfolio Mix

January 31, 2023

(% 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 Money Market Fund
  Schedule of Portfolio Investments
January 31, 2023
 

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description

  Principal
Amount
 

Value

 

Corporate Bonds (3.5%)

 

Financials (3.5%):

 
Bass Pro Rossford Development Co. LLC (LOC — Fifth Third Bank), 4.42%,
11/1/27 (a)
 

$

15,580

   

$

15,580

   
Carol Allen Family Liquidity Trust (LOC — Comerica Bank, N.A.), 4.43%, 3/1/48,
Callable 3/13/23 @ 100 (a)
   

25,000

     

25,000

   
NLS Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 4.47%, 12/1/39,
Callable 3/13/23 @ 100 (a)
   

11,260

     

11,260

   
Opler Irrevocable Trust (LOC — Bank of Oklahoma, N.A.), 4.47%, 11/1/39,
Callable 3/13/23 @ 100 (a)
   

9,280

     

9,280

   

Stobro Co. LP (LOC — Federal Home Loan Bank of Pittsburgh), 4.45%, 1/1/32 (a)

   

8,330

     

8,330

   
     

69,450

   

Total Corporate Bonds (Cost $69,450)

   

69,450

   

Municipal Bonds (1.0%)

 

Arizona (1.0%):

 
Yavapai County IDA Revenue (LOC — Bank of Nova Scotia), 4.40%, 9/1/35,
Continuously Callable @100 (a)
   

20,000

     

20,000

   

Total Municipal Bonds (Cost $20,000)

   

20,000

   

U.S. Treasury Obligations (5.0%)

 
U.S. Treasury Notes
4.66% (USBMMY3M+3bps), 4/30/23 (b)
   

50,000

     

50,024

   

4.66% (USBMMY3M+3bps), 7/31/23 (b)

   

50,000

     

49,997

   

Total U.S. Treasury Obligations (Cost $100,021)

   

100,021

   

Commercial Paper (55.7%)

 

American Honda Finance, 4.04%, 2/7/23 (c) (d)

   

20,000

     

19,984

   

Amphenol Corp., 2.23%, 2/2/23 (c) (d)

   

40,000

     

39,995

   

AT&T, Inc., 4.37%, 2/13/23 (c) (d)

   

40,000

     

39,937

   

Aviation Capital Group LLC, 4.44%, 2/1/23 (c) (d)

   

95,000

     

95,000

   

Barton Capital SA, 4.30%, 2/15/23 (c) (d)

   

20,000

     

19,964

   

CAFCO LLC (c)

 
4.66%, 3/2/23 (d)    

20,000

     

19,923

   

4.70%, 3/10/23 (d)

   

20,000

     

19,901

   

4.76%, 3/14/23 (d)

   

20,000

     

19,890

   

Canadian Natural Resources Ltd., 4.78%, 2/15/23 (c) (d)

   

25,000

     

24,950

   

CenterPoint Energy Resources Corp., 4.56%, 2/1/23 (c) (d)

   

90,000

     

90,000

   

Dairy Farmers of America, Inc., 4.62%, 2/1/23 (c) (d)

   

95,000

     

95,000

   

Enbridge Gas Distribution, 4.45%, 2/13/23 (c) (d)

   

20,000

     

19,968

   

Energy Transfer LP, 5.00%, 2/1/23 (c) (d)

   

10,000

     

10,000

   

Evergy Kansas Central (c)

 

2.34%, 2/2/23 (d)

   

20,000

     

19,998

   

4.12%, 2/8/23 (d)

   

25,000

     

24,977

   

Gotham Funding Corp., 4.37%, 2/14/23 (c) (d)

   

20,000

     

19,966

   
Hannover Funding Co. LLC (c)
2.31%, 2/2/23 (d)
   

35,000

     

34,996

   

4.09%, 2/6/23 (d)

   

20,000

     

19,986

   

See notes to financial statements.

 


3


 
USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description

  Shares or
Principal
Amount
 

Value

 
Hyundai Capital America (c)
4.47%, 2/1/23 (d)
 

$

60,000

   

$

60,000

   

3.03%, 2/3/23 (d)

   

20,000

     

19,995

   

Ingredion, Inc., 2.27%, 2/2/23 (c) (d)

   

30,000

     

29,996

   

Jabil, Inc., 5.04%, 2/1/23 (c) (d)

   

25,000

     

25,000

   

Landesbk Baden Württemberg, 3.86%, 2/7/23 (c) (d)

   

90,000

     

89,933

   
Liberty Street Funding LLC (c)
4.71%, 3/14/23 (d)
   

25,000

     

24,863

   

4.80%, 3/29/23 (d)

   

20,000

     

19,849

   
LMA-Americas LLC (c)
4.18%, 2/9/23 (d)
   

20,000

     

19,979

   

5.07%, 4/24/23 (d)

   

20,000

     

19,769

   

Nutrien Financial US LLC, 4.47%, 2/13/23 (d)

   

10,000

     

9,984

   

Nutrien Ltd., 4.07%, 2/7/23 (c) (d)

   

15,000

     

14,988

   
Ovintiv, Inc. (c)
5.10%, 2/1/23 (d)
   

70,000

     

70,000

   

4.34%, 2/6/23 (d)

   

10,000

     

9,993

   

Ridgefield Funding Co. LLC, 4.65%, 3/14/23 (c) (d)

   

20,000

     

19,892

   

Sheffield Receivables, 4.25%, 2/13/23 (c) (d)

   

20,000

     

19,969

   

Vw Credit, Inc., 4.12%, 2/8/23 (c) (d)

   

20,000

     

19,982

   

Total Commercial Paper (Cost $1,108,627)

   

1,108,627

   

Certificates of Deposit (11.3%)

 

Bank of Montreal Chicago, 4.55% (SOFR+25bps), 2/24/23 (b)

   

20,000

     

20,000

   

Bank of Nova Scotia, 4.55% (SOFR+25bps), 2/28/23 (b)

   

20,000

     

20,000

   

Barclays Bank PLC, 4.59% (SOFR+29bps), 2/9/23 (b)

   

20,000

     

20,000

   

Canadian Imperial Bank of Commerce, 4.55% (SOFR+25bps), 2/10/23 (b)

   

20,000

     

20,000

   

Citibank NA, 4.99%, 9/25/23

   

20,000

     

20,000

   

Citigroup, Inc., 3.65%, 3/7/23

   

20,000

     

20,000

   

Goldman Sachs Bank USA, 4.61% (SOFR+30bps), 2/17/23 (b)

   

25,000

     

25,000

   

Sumitomo Mitsui Banking Corp., 4.58% (SOFR+28bps), 2/1/23 (b)

   

20,000

     

20,000

   

Svenska Handelsbanken, 4.54% (SOFR+24bps), 2/15/23 (b)

   

20,000

     

20,000

   
Toronto Dominion Bank
4.53%, 2/1/23 (SOFR+23bps) (b)
   

20,000

     

20,000

   

4.90%, 9/22/23

   

20,000

     

20,000

   

Total Certificates of Deposit (Cost $225,000)

   

225,000

   

Repurchase Agreements (23.2%)

 
Fixed Income Clearing Corporation-State Street Bank & Trust Co., 4.28%,
2/1/23, purchased on 01/31/23, with a maturity date of 2/1/23, with a
value of $463,000 (collateralized by U.S. Treasury Inflation Bond
Index (e), 1.88%-2.38%, due 2/15/51-5/15/51, with a value of $472,260)
   

463,000

     

463,000

   

Total Repurchase Agreements (Cost $463,000)

   

463,000

   

Total Investments (Cost $1,986,098) — 99.7%

   

1,986,098

   

Other assets in excess of liabilities — 0.3%

   

5,732

   

NET ASSETS — 100.00%

 

$

1,991,830

   

See notes to financial statements.

 


4


 
USAA Mutual Funds Trust
USAA Money Market Fund
  Schedule of Portfolio Investments — continued
January 31, 2023
 

  (Unaudited)

At January 31, 2023, the Fund's investments in foreign securities were 9.0% of net assets.

(a)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of January 31, 2023.

(c)  Rate represents the effective yield at January 31, 2023.

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. As of January 31, 2023, the fair value of these securities was $1,108,627 thousands and amounted to 55.7% of net assets.

(e)  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

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

IDA — Industrial Development Authority

LLC — Limited Liability Company

LOC — Letter of Credit

LP — Limited Partnership

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

USBMMY3M — 3 Month Treasury Bill Rate

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

 


5


 

USAA Mutual Funds Trust

  Statement of Assets and Liabilities
January 31, 2023
 

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

    USAA Money
Market Fund
 

Assets:

 

Investments, at value (Cost $1,523,098)

 

$

1,523,098

   

Repurchase agreements, at value (Cost $463,000)

   

463,000

   

Cash

   

3,595

   

Receivables:

 

Interest

   

2,105

   

Capital shares issued

   

3,706

   

From Adviser

   

17

   

Prepaid expenses

   

20

   

Total Assets

   

1,995,541

   

Liabilities:

 

Payables:

 

Distributions

   

65

   

Capital shares redeemed

   

2,542

   

Accrued expenses and other payables:

 

Investment advisory fees

   

402

   

Administration fees

   

168

   

Custodian fees

   

26

   

Transfer agent fees

   

421

   

Compliance fees

   

2

   

Trustees' fees

   

1

   

Other accrued expenses

   

84

   

Total Liabilities

   

3,711

   

Net Assets:

 

Capital

   

1,991,826

   

Total accumulated earnings/(loss)

   

4

   

Net Assets

 

$

1,991,830

   

Shares (unlimited number of shares authorized with no par value):

   

1,992,350

   

Net asset value, offering and redemption price per share: (a)

 

$

1.00

   

(a)  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 January 31, 2023
 

(Amounts in Thousands)  (Unaudited)

    USAA Money
Market Fund
 

Investment Income:

 

Interest

 

$

36,620

   

Total Income

   

36,620

   

Expenses:

 

Investment advisory fees

   

2,319

   

Administration fees

   

966

   

Sub-Administration fees

   

13

   

Custodian fees

   

66

   

Transfer agent fees

   

2,416

   

Trustees' fees

   

23

   

Compliance fees

   

9

   

Legal and audit fees

   

39

   

State registration and filing fees

   

50

   

Other expenses

   

136

   

Total Expenses

   

6,037

   

Expenses waived/reimbursed by Adviser

   

(47

)

 

Net Expenses

   

5,990

   

Net Investment Income

   

30,630

   

See notes to financial statements.

 


7


 

USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Money Market Fund

 
    Six Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
 

From Investments:

 

Operations:

 

Net Investment Income

 

$

30,630

   

$

4,566

   

Net realized gains

   

     

2

   

Change in net assets resulting from operations

   

30,630

     

4,568

   

Change in net assets resulting from distributions to shareholders

   

(30,630

)

   

(4,563

)

 

Change in net assets resulting from capital transactions

   

112,791

     

(71,735

)

 

Change in net assets

   

112,791

     

(71,730

)

 

Net Assets:

 

Beginning of period

   

1,879,039

     

1,950,769

   

End of period

 

$

1,991,830

   

$

1,879,039

   

Capital Transactions:

 

Proceeds from shares issued

 

$

374,449

   

$

587,931

   

Distributions reinvested

   

30,377

     

4,525

   

Cost of shares redeemed

   

(292,035

)

   

(664,191

)

 

Change in net assets resulting from capital transactions

 

$

112,791

   

$

(71,735

)

 

Share Transactions:

 

Issued

   

374,449

     

587,933

   

Reinvested

   

30,377

     

4,525

   

Redeemed

   

(292,035

)

   

(664,191

)

 

Change in Shares

   

112,791

     

(71,733

)

 

See notes to financial statements.

 


8


 

USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

   

USAA Money Market Fund

 
    Six
Months
Ended
January 31,
2023
(Unaudited)
  Year
Ended
July 31,
2022
  Year
Ended
July 31,
2021
  Year
Ended
July 31,
2020
  Year
Ended
July 31,
2019
  Year
Ended
July 31,
2018
 
Net Asset Value, Beginning of
Period
 

$

1.00

   

$

1.00

   

$

1.00

   

$

1.00

   

$

1.00

   

$

1.00

   

Investment Activities:

 

Net investment income

   

0.02

(a)

   

(a)(b)

   

(a)(b)

   

0.01

(a)

   

0.02

     

0.01

   
Net realized and
unrealized gains
   

     

(b)

   

     

(b)

   

(b)

   

(b)

 
Total from Investment
Activities
   

0.02

     

(b)

   

(b)

   

0.01

     

0.02

     

0.01

   

Distributions to Shareholders from:

 

Net investment income

   

(0.02

)

   

(b)

   

(b)

   

(0.01

)

   

(0.02

)

   

(0.01

)

 

Net realized gains

   

     

(b)

   

(b)

   

     

     

   

Total Distributions

   

(0.02

)

   

(b)

   

(b)

   

(0.01

)

   

(0.02

)

   

(0.01

)

 

Net Asset Value, End of Period

 

$

1.00

   

$

1.00

   

$

1.00

   

$

1.00

   

$

1.00

   

$

1.00

   

Total Return (c) (d)

   

1.60

%

   

0.24

%

   

0.01

%

   

1.04

%

   

1.97

%

   

1.13

%

 

Ratios to Average Net Assets:

 

Net Expenses (e) (f)

   

0.62

%

   

0.35

%

   

0.23

%

   

0.58

%

   

0.62

%

   

0.62

%

 

Net Investment Income (Loss) (e)

   

3.17

%

   

0.24

%

   

0.01

%

   

1.15

%

   

1.95

%

   

1.12

%

 

Gross Expenses (e)

   

0.62

%

   

0.62

%

   

0.61

%

   

0.61

%

   

0.62

%

   

0.62

%

 

Supplemental Data:

 
Net Assets at end of
period (000's)
 

$

1,991,830

   

$

1,879,039

   

$

1,950,769

   

$

2,344,619

   

$

4,878,643

   

$

4,623,610

   

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Amount is less than $0.005 per share.

(c)  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.

(d)  Not annualized for periods less than one year.

(e)  Annualized for periods less than one year.

(f)  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 November 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.

See notes to financial statements.

 


9


 

USAA Mutual Funds Trust

  Notes to Financial Statements
January 31, 2023
 

  (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 Money Market Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a retail money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act and as a retail money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Trust's Board of Trustees (the "Board") to impose a liquidity fee or to temporarily suspend redemptions from the Fund (impose a "redemption gate") if the Fund's weekly liquid assets fall below specific thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

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.

 


10


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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)

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board 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.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Gains or losses realized on sales of securities are recorded on the identified cost basis.

 


11


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (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 July 31, and effective April 30, 2023, the Fund will change its tax year end to April 30.

For the six months ended January 31, 2023, 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.

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 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended January 31, 2023, 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 January 31, 2023, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.10%, which is based on the Fund's average daily net assets. Amounts incurred for the six months ended January 31, 2023, 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 January 31, 2023, are reflected on the Statement of Operations as Sub-Administration fees.

 


12


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 January 31, 2023, are reflected on the Statement of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. Transfer agent fees for the Fund are paid monthly based on a fee accrued daily at an annualized rate of 0.25% of average daily net assets, plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Amounts incurred and paid to VCTA for the six months ended January 31, 2023, 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 January 31, 2023, 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 November 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 January 31, 2023, the expense limit (excluding voluntary waivers) is 0.62%.

Under the terms of the expense limitation agreement, 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 limit 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 0.62%. These voluntary reductions, to the extent necessary, are to maintain a certain minimum net yield of the Fund. Under this agreement to reimburse additional fees, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period 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.

 


13


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

As of January 31, 2023, 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 January 31, 2023.

Expires
2023
  Expires
2024
  Expires
2025
  Expires
2026
 

Total

 
$

1,299

   

$

8,192

   

$

5,162

   

$

47

   

$

14,700

   

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, and Distributor.

4. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Stable Net Asset Value Risk — You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Liquidity Fees and Gates — The Fund may impose liquidity fees on redemptions and/or temporarily suspend redemptions (gates) if the Fund's weekly liquid assets fall below certain thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

Credit Risk — Credit risk is expected to be low for the Fund because it invests primarily in securities that are considered to be of high quality. However, there is the possibility that an issuer will fail to make timely interest and principal payments on its securities or that negative perceptions of the issuer's ability to make such payments will cause the price of that security to decline.

LIBOR Discontinuation Risk — 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 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),

 


14


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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.

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 January 31, 2023, 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 (one-month SOFR plus 1.10 percent) on amounts borrowed. 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 January 31, 2023.

6. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

The amounts of dividends from net investment income and distributions from net realized gains (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution reclassification), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

 


15


 

USAA Mutual Funds Trust

  Notes to Financial Statements — continued
January 31, 2023
 

  (Unaudited)

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 July 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

7. Subsequent Events:

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from July 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectus, statutory prospectus, and statement of additional information ("SAI") will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectus, statutory prospectus, and SAI will be replaced with the new name as follows:

Current Name  

New Name

 

USAA Money Market Fund

 

Victory Money Market Fund

 

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectus, statutory prospectus, and SAI, will be replaced.

Please note that there will be no changes in the management of the Fund or to the Fund's ticker symbols.

 


16


 

USAA Mutual Funds Trust

  Supplemental Information
January 31, 2023
 

  (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 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 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 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 August 1, 2022, through January 31, 2023.

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
8/1/22
  Actual
Ending
Account Value
1/31/23
  Hypothetical
Ending
Account Value
1/31/23
  Actual
Expenses Paid
During Period
8/1/22-1/31/23*
  Hypothetical
Expenses Paid
During Period
8/1/22-1/31/23*
  Annualized
Expense Ratio
During Period
8/1/22-1/31/23
 
$

1,000.00

   

$

1,016.00

   

$

1,022.08

   

$

3.15

   

$

3.16

     

0.62

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 


17


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Money Market Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 8-9, 2022 meeting at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 21, 2022.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

 


18


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as Trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's net management fee rate — which includes advisory and administrative services, as well as any fee waivers and reimbursements — was below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund, which include voluntary waiver support to preserve a minimum daily yield. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three- and five-year periods ended June 30, 2022, and was below the average of its performance universe for the ten-year period ended June 30, 2022, and was below its Lipper index for the one-, three-, five- and ten-year periods ended June 30, 2022. The Board noted the relatively narrow range of returns of the funds in the Fund's peer group.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the

 


19


 

USAA Mutual Funds Trust

  Supplemental Information — continued
January 31, 2023
 

  (Unaudited)

allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.

 


20


 

Privacy Policy

Protecting the Privacy of Information

The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*

*  You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.


  

P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

23428-0323


 

  

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 attached hereto.

  

 

  

  

  

SIGNATURES

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

(Registrant) USAA Mutual Fund Trust  

  

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

  

Date April 3, 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 March 29, 2023  

  

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

  

Date April 3, 2023