Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.aa | Sequence: 1 CHKSUM Content: 24107 Layout: 825 Graphics: 62244 CLEAN June 30, 2021 Semi Annual Report Victory RS Partners Fund Victory RS Value Fund Victory RS Large Cap Alpha Fund Victory RS Investors Fund Victory Global Energy Transition Fund (Formerly Victory Global Natural Resources Fund) JOB: 21-21569-2 CYCLE#;BL#: 7; 0 TRIM: 5.38" x 8.38" AS: Woburn: 781-939-0500 COLORS: PANTONE Cool Gray 11 U, PANTONE 646 U, ~note-color 2, Black, 0 GRAPHICS: VF_646_cgray11_logo.eps V1.5 Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.ac | Sequence: 1 CHKSUM Content: 47503 Layout: 16015 Graphics: 0 CLEAN www.vcm.com News, Information And Education 24 Hours A Day, 7 Days A Week The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes: • Detailed performance records • Daily share prices • The latest fund news • Investment resources to help you become a better investor • A section dedicated to investment professionals Whether you’re a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We’re always open. JOB: 21-21569-2 CYCLE#;BL#: 7; 0 TRIM: 5.38" x 8.38" AS: Woburn: 781-939-0500 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.ba | Sequence: 1 CHKSUM Content: 6805 Layout: 12316 Graphics: 0 CLEAN TABLE OF CONTENTS Victory Portfolios Investment Objective and Portfolio Holdings 3 Schedules of Portfolio Investments Victory RS Partners Fund 8 Victory RS Value Fund 11 Victory RS Large Cap Alpha Fund 14 Victory RS Investors Fund 16 Victory Global Energy Transition Fund (Formerly Victory Global Natural Resources Fund) 18 Financial Statements Statements of Assets and Liabilities 19 Statements of Operations 21 Statements of Changes in Net Assets 23 Financial Highlights 30 Notes to Financial Statements 44 Supplemental Information 53 Proxy Voting and Portfolio Holdings Information 53 Expense Examples 53 Liquidity Risk Management Program 55 Privacy Policy (inside back cover) 1 JOB: 21-21569-2 CYCLE#;BL#: 7; 0 TRIM: 5.38" x 8.38" AS: Woburn: 781-939-0500 COLORS: ~HTML color, ~watermark, ~note-color 2, Black GRAPHICS: none V1.5 Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.ba | Sequence: 2 CHKSUM Content: 5051 Layout: 19898 Graphics: 1842 CLEAN 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 800-539-3863 (800-235-8396 for Member Class) 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. The Funds are distributed by Victory Capital Services, Inc. Victory Capital Management Inc. is the investment adviser to the Funds and receives fees from the Funds for performing services for the Funds. This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Funds. For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at vcm.com or call 800-539-3863 (800-235-8396 for Member Class). Read it carefully before you invest or send money. The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Funds, markets or securities mentioned herein should not be considered to be indicative of future results. • NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE Call Victory at: 800-539-FUND (800-539-3863) 800-235-8396 for Member Class Visit our website at: www.vcm.com 2 JOB: 21-21569-2 CYCLE#;BL#: 7; 0 TRIM: 5.38" x 8.38" AS: Woburn: 781-939-0500 COLORS: Black, ~note-color 2 GRAPHICS: VF_k_logo.eps V1.5 Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.bc | Sequence: 1 CHKSUM Content: 61080 Layout: 23702 Graphics: 852 CLEAN Victory Portfolios Victory RS Partners Fund June 30, 2021 (Unaudited) Investment Objective and Portfolio Holdings: The Fund’s investment objective seeks to provide long-term capital appreciation. Top 10 Holdings*: June 30, 2021 (% of Net Assets) NCR Corp. 2.8% Ameris Bancorp 2.7% Euronet Worldwide, Inc. 2.5% Carter’s, Inc. 2.5% Graphic Packaging Holding Co. 2.4% Eastern Bankshares, Inc. 2.2% Hostess Brands, Inc. 2.1% Pinnacle Financial Partners, Inc. 2.1% Magnolia Oil & Gas Corp., Class A 2.1% Cognyte Software Ltd. 2.1% Sector Allocation*: June 30, 2021 (% of Net Assets) Thrifts & Mortgage Finance 0.4% Capital Markets Industrials 2.0% Insurance 15.9% 6.4% Banks Information 20.5% Technology 10.3% Communication Consumer Services Discretionary 1.4% 9.6% Health Care 3.1% Real Estate 8.1% Consumer Staples 3.1% Utilities Energy 3.8% 6.7% Materials 6.7% * 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. 3 JOB: 21-21569-2 CYCLE#;BL#: 7; 0 TRIM: 5.38" x 8.38" AS: Woburn: 781-939-0500 COLORS: Black, ~note-color 2 GRAPHICS: 21569-2_Rs_Partners_P.eps V1.5 Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.bc | Sequence: 2 CHKSUM Content: 52271 Layout: 7945 Graphics: 40823 CLEAN Victory Portfolios Victory RS Value Fund June 30, 2021 (Unaudited) Investment Objective and Portfolio Holdings: The Fund’s investment objective seeks to provide long-term capital appreciation. Top 10 Holdings*: June 30, 2021 (% of Net Assets) Sealed Air Corp. 3.6% Vistra Corp. 3.0% Euronet Worldwide, Inc. 2.9% Cboe Global Markets, Inc. 2.8% Graphic Packaging Holding Co. 2.6% NCR Corp. 2.5% Herbalife Nutrition Ltd. 2.5% Fiserv, Inc. 2.4% Carter’s, Inc. 2.3% Citizens Financial Group, Inc. 2.3% Sector Allocation*: June 30, 2021 (% of Net Assets) Communication Services 0.3% Consumer Staples 5.8% Energy 6.0% Financials 18.6% Utilities 6.3% Real Estate 6.5% Information Technology 14.3% Health Care 7.2% Consumer Discretionary Industrials 10.1% 13.5% Materials 10.5% * 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. 4 JOB: 21-21569-2 CYCLE#;BL#: 7; 0 TRIM: 5.38" x 8.38" AS: Woburn: 781-939-0500 COLORS: Black, ~note-color 2 GRAPHICS: 21569-2_Rs_Value_P.eps V1.5 Toppan Merrill - Victory Portfolios RS Value Funds Semi-Annual Report [Funds] 033-08982 06-30-2021 ED [AUX] | pvangb | 26-Aug-21 16:42 | 21-21569-2.bc | Sequence: 3 CHKSUM Content: 11906 Layout: 38382 Graphics: 45100 CLEAN Victory Portfolios Victory RS Large Cap Alpha Fund June 30, 2021 (Unaudited) Investment Objective and Portfolio Holdings: The Fund’s investment objective seeks to provide long-term capital appreciation. Top 10 Holdings*: June 30, 2021 (% of Net Assets) Sealed Air Corp. 3.7% Keurig Dr Pepper, Inc. 3.5% Cboe Global Markets, Inc. 3.5% Facebook, Inc., Class A 3.1% Mondelez International, Inc., Class A 3.1% Vistra Corp. 2.9% U.S. Bancorp 2.8% Hill-Rom Holdings, Inc. 2.8% Comerica, Inc. 2.8% Citigroup, Inc. 2.8% Sector Allocation*: June 30, 2021 (% of Net Assets) Communication Services Real Estate 5.1% 2.4% Financials Utilities 24.7% 5.9% Consumer Discretionary 5.9% Materials Health Care 6.4% 15.6% Consumer Staples 6.6% Industrials 11.0% Energy Information Technology 6.7% 7.5% * Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.