Charles Booth
Citi Fund Services Ohio, Inc.
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
|
Christopher K. Dyer
Victory Portfolios
4900 Tiedeman Road, 4th Floor
Brooklyn, OH 44144
|
Jay G. Baris
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
|
Victory Market Neutral Income Fund
|
||||||
|
Class A
|
Class C
|
Class I
|
Class R
|
Class R6
|
Class Y
|
|
CBHAX
|
CBHCX
|
CBHIX
|
—
|
—
|
—
|
|
Class A
|
Class C
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
|
|
|
|
Maximum Deferred Sales Charge (load)
(as a percentage of the lower of purchase or sale price)
|
|
|
|
Management Fees
|
|
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
|
Other Expenses
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
Fee Waiver/Expense Reimbursement
3
|
|
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
3
|
|
|
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Class A
|
$
647
|
$
886
|
$
1,143
|
$
1,878
|
Class C (If you do not sell your shares at the end of the period)
|
$
153
|
$
708
|
$
1,290
|
$
2,871
|
Class C (If you sell your shares at the end of the period)
|
$
253
|
$
708
|
$
1,290
|
$
2,871
|
Class I
|
$
41
|
$
235
|
$
445
|
$
1,051
|
During the periods shown in the chart:
|
Returns
|
Quarter ended
|
Highest Quarter
|
|
March 31, 2016
|
Lowest Quarter
|
-
|
June 30, 2013
|
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
|
1 Year
|
5 Years
|
Life of
Fund
1
|
CLASS A Before Taxes
|
-3.46%
|
2.02%
|
1.09%
|
CLASS A After Taxes on Distributions
|
-4.22%
|
1.22%
|
0.40%
|
CLASS A After Taxes on Distributions and Sale of Fund Shares
|
-1.71%
|
1.47%
|
0.71%
|
CLASS C Before Taxes
|
0.72%
|
2.44%
|
1.16%
|
CLASS I Before Taxes
|
2.81%
|
3.50%
|
2.23%
|
Index
|
|||
FTSE 3-month U.S. Treasury Bill Index
reflects no deduction for fees, expenses or taxes.
|
2.25%
|
1.05%
|
0.75%
|
|
Title
|
Tenure with the Fund
|
Mannik Dhillon, CFA, CAIA
®
|
President, VictoryShares and
Solutions
|
Since May 2018
|
Investment Minimums
|
Class A
|
Class C
|
Class I
|
Minimum Initial Investment
|
$
2,500
|
$
2,500
|
$
2,000,000
|
Minimum Subsequent Investments
|
$
50
|
$
50
|
None
|
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
|
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.
|
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
|
An investment in the
Fund is not a complete
investment program.
|
All you need to do to get started is to fill out an application.
|
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other financial intermediaries may charge fees for their services.
|
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
|
NAV=
|
Total Assets - Liabilities
|
Number of Shares Outstanding
|
For historical expense information, see the “Financial Highlights”
at the end of this Prospectus.
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
Up to $49,999
|
5.75%
|
6.10%
|
$50,000 up to $99,999
|
4.50%
|
4.71%
|
$100,000 up to $249,999
|
3.50%
|
3.63%
|
$250,000 up to $499,999
|
2.50%
|
2.56%
|
$500,000 up to $999,999
|
2.00%
|
2.04%
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
$1,000,000 and above
1
|
0.00%
|
0.00%
|
There are several ways you can combine multiple purchases of Class A shares of the Victory
Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.
|
A Fund reserves the right to change the criteria for eligible investors and
the investment minimums.
|
Keep these addresses handy for purchases, exchanges, or redemptions.
|
BY REGULAR U.S. MAIL
|
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593
|
BY OVERNIGHT MAIL
|
Use the following address ONLY for overnight packages:
Victory Funds
c/o FIS TA Operations
4249 Easton Way, Suite 400
Columbus, OH 43219
PHONE: 800-539-FUND (800-539-3863)
|
BY WIRE
|
Call 800-539-FUND (800-539-3863) BEFORE wiring money to notify the
Fund that you intend to purchase shares by wire and to verify wire
instructions.
|
BY TELEPHONE
|
800-539-FUND (800-539-3863)
|
ON THE INTERNET
|
www.VictoryFunds.com
|
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-539-FUND (800-539-3863) or by visiting
VictoryFunds.com
|
There are a number of convenient ways to sell your shares. You can use the same mailing
addresses listed for purchases.
|
BY TELEPHONE
|
BY MAIL
|
BY WIRE
|
BY ACH
|
Buying a dividend.
You should check the Funds' distribution schedule before you invest.
If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
|
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-539-FUND (800-539-3863).
|
The tax information in this Prospectus is provided as general information. You should
consult your own tax adviser about the tax consequences of an investment in the Fund.
|
|
Notary
Public
|
SVP
|
MSG
|
Change of name
|
x
|
x
|
x
|
Add/change banking instructions
|
|
x
|
x
|
Add/change beneficiaries
|
x
|
x
|
x
|
Add/change authorized account traders
|
|
x
|
x
|
Adding a Power of Attorney
|
x
|
x
|
x
|
Add/change Trustee
|
x
|
x
|
x
|
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
|
x
|
x
|
x
|
|
Class A
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.51
|
$
9.61
|
$
9.40
|
$
9.21
|
$
9.41
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.27
|
0.32
|
0.24
|
0.24
|
0.26
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.23
|
(0.13)
|
0.26
|
0.20(b)
|
(0.02)
|
Total from Investment Activities
|
0.50
|
0.19
|
0.50
|
0.44
|
0.24
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.24)
|
(0.27)
|
(0.29)
|
(0.25)
|
(0.21)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.24)
|
(0.29)
|
(0.29)
|
(0.25)
|
(0.44)
|
Net Asset Value, End of Period
|
$
9.77
|
$
9.51
|
$
9.61
|
$
9.40
|
$
9.21
|
Total Return (Excludes Sales Charge)
|
5.31%
|
1.99%
|
5.37%
|
4.77%
|
2.54%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.75%
|
0.75%
|
0.89%
|
0.90%
|
0.90%
|
Net Investment Income (Loss)
|
2.78%
|
3.36%
|
2.55%
|
2.59%
|
2.72%
|
Gross Expenses
|
1.17%
|
1.03%
|
1.18%
|
1.25%
|
1.06%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
12,870
|
$
32,627
|
$
23,847
|
$
24,998
|
$
29,649
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
|
Class C
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.43
|
$
9.54
|
$
9.33
|
$
9.15
|
$
9.36
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.21
|
0.25
|
0.17
|
0.17
|
0.19
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.22
|
(0.14)
|
0.26
|
0.20(b)
|
(0.02)
|
Total from Investment Activities
|
0.43
|
0.11
|
0.43
|
0.37
|
0.17
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.17)
|
(0.20)
|
(0.22)
|
(0.19)
|
(0.15)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.17)
|
(0.22)
|
(0.22)
|
(0.19)
|
(0.38)
|
Net Asset Value, End of Period
|
$
9.69
|
$
9.43
|
$
9.54
|
$
9.33
|
$
9.15
|
Total Return (Excludes Sales Charge)
|
4.59%
|
1.19%
|
4.64%
|
4.02%
|
1.75%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
1.50%
|
1.50%
|
1.64%
|
1.65%
|
1.65%
|
Net Investment Income (Loss)
|
2.20%
|
2.57%
|
1.79%
|
1.88%
|
2.00%
|
Gross Expenses
|
2.62%
|
2.56%
|
2.51%
|
3.00%
|
2.48%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
626
|
$
441
|
$
311
|
$
519
|
$
518
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
|
Class I
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
$
9.44
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.31
|
0.38
|
0.26
|
0.27
|
0.30
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.23
|
(0.16)
|
0.26
|
0.20(b)
|
(0.04)
|
Total from Investment Activities
|
0.54
|
0.22
|
0.52
|
0.47
|
0.26
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.26)
|
(0.30)
|
(0.31)
|
(0.27)
|
(0.23)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.26)
|
(0.32)
|
(0.31)
|
(0.27)
|
(0.46)
|
Net Asset Value, End of Period
|
$
9.83
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
Total Return (Excludes Sales Charge)
|
5.79%
|
2.25%
|
5.62%
|
5.11%
|
2.77%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.40%
|
0.40%
|
0.64%
|
0.65%
|
0.65%
|
Net Investment Income (Loss)
|
3.23%
|
3.91%
|
2.72%
|
2.83%
|
3.16%
|
Gross Expenses
|
0.89%
|
1.05%
|
1.09%
|
1.13%
|
1.05%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
174,719
|
$
54,920
|
$
19,483
|
$
31,140
|
$
43,866
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
Victory Market Neutral Income Fund
|
|||||||
|
Member Class
|
|
|
|
|
|
|
|
CBHMX
|
|
|
|
|
|
|
|
Member
Class
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
|
|
Maximum Deferred Sales Charge (load)
(as a percentage of the lower of purchase or sale price)
|
|
Management Fees
|
|
Distribution and/or Service (12b-1) Fees
|
|
Other Expenses
|
|
Total Annual Fund Operating Expenses
|
|
Fee Waiver/Expense Reimbursement
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
1
|
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Member Class
|
$
|
$
|
$
|
$
|
During the periods shown in the chart:
|
Returns
|
Quarter ended
|
Highest Quarter
|
|
March 31, 2016
|
Lowest Quarter
|
-
|
June 30, 2013
|
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
|
1 Year
|
5 Years
|
Life of
Fund
1
|
CLASS I Before Taxes
|
2.81%
|
3.50%
|
2.23%
|
CLASS I After Taxes on Distributions
|
1.93%
|
2.62%
|
1.47%
|
CLASS I After Taxes on Distributions and Sale of Fund Shares
|
2.05%
|
2.61%
|
1.58%
|
Index
|
|||
FTSE 3-month U.S. Treasury Bill Index
reflects no deduction for fees, expenses or taxes.
|
2.25%
|
1.05%
|
0.75%
|
|
Title
|
Tenure with the Fund
|
Mannik Dhillon, CFA, CAIA
®
|
President, VictoryShares and
Solutions
|
Since May 2018
|
Investment Minimums
|
Member
Class
|
Minimum Initial Investment
|
$
3,000
|
Minimum Subsequent Investments
|
$
50
|
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
|
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-235-8396 or please visit VictoryFunds.com.
|
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
|
An investment in the
Fund is not a complete
investment program.
|
All you need to do to get started is to fill out an application.
|
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other intermediaries may charge fees for their services.
|
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
|
NAV=
|
Total Assets - Liabilities
|
Number of Shares Outstanding
|
Keep these addresses handy for purchases, exchanges, or redemptions.
|
BY REGULAR U.S. MAIL
|
Victory Funds
P.O. Box 182903
Columbus, OH 43218-2903
|
BY OVERNIGHT MAIL
|
Use the following address ONLY for overnight packages:
Victory Funds
c/o FIS TA Operations
4249 Easton Way, Suite 400
Columbus, OH 43219
PHONE: 800-235-8396
|
BY WIRE
|
Call 800-235-8396 BEFORE wiring money to notify the Fund that you intend
to purchase shares by wire and to verify wire instructions.
|
BY TELEPHONE
|
800-235-8396
|
ON THE INTERNET
|
www.VictoryFunds.com
|
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-235-8396 or by visiting
VictoryFunds.com
|
There are a number of convenient ways to sell your shares. You can use the same mailing
addresses listed for purchases.
|
BY TELEPHONE
|
BY MAIL
|
BY WIRE
|
BY ACH
|
Buying a dividend.
You should check the Funds' distribution schedule before you invest.
If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
|
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-235-8396.
|
The tax information in this Prospectus is provided as general information. You should
consult your own tax adviser about the tax consequences of an investment in the Fund.
|
|
Notary
Public
|
SVP
|
MSG
|
Change of name
|
x
|
x
|
x
|
Add/change banking instructions
|
|
x
|
x
|
Add/change beneficiaries
|
x
|
x
|
x
|
Add/change authorized account traders
|
|
x
|
x
|
Adding a Power of Attorney
|
x
|
x
|
x
|
Add/change Trustee
|
x
|
x
|
x
|
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
|
x
|
x
|
x
|
|
Class I
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
$
9.44
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.31
|
0.38
|
0.26
|
0.27
|
0.30
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.23
|
(0.16)
|
0.26
|
0.20(b)
|
(0.04)
|
Total from Investment Activities
|
0.54
|
0.22
|
0.52
|
0.47
|
0.26
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.26)
|
(0.30)
|
(0.31)
|
(0.27)
|
(0.23)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.26)
|
(0.32)
|
(0.31)
|
(0.27)
|
(0.46)
|
Net Asset Value, End of Period
|
$
9.83
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
Total Return (Excludes Sales Charge)
|
5.79%
|
2.25%
|
5.62%
|
5.11%
|
2.77%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.40%
|
0.40%
|
0.64%
|
0.65%
|
0.65%
|
Net Investment Income (Loss)
|
3.23%
|
3.91%
|
2.72%
|
2.83%
|
3.16%
|
Gross Expenses
|
0.89%
|
1.05%
|
1.09%
|
1.13%
|
1.05%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
174,719
|
$
54,920
|
$
19,483
|
$
31,140
|
$
43,866
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
||||||
|
Class A
|
Class C
|
Class I
|
Class R
|
Class R6
|
Class Y
|
|
CUHAX
|
CUHCX
|
CUHIX
|
—
|
—
|
—
|
|
Class A
|
Class C
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
|
|
|
|
Maximum Deferred Sales Charge (load)
(as a percentage of the lower of purchase or sale price)
|
|
|
|
Management Fees
|
|
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
|
Other Expenses
|
|
|
|
Acquired Fund Fees and Expenses
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
|
Fee Waiver/Expense Reimbursement
3
|
|
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
3
|
|
|
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Class A
|
$
673
|
$
939
|
$
1,226
|
$
2,039
|
Class C (If you do not sell your shares at the end of the period)
|
$
180
|
$
618
|
$
1,082
|
$
2,367
|
Class C (If you sell your shares at the end of the period)
|
$
280
|
$
618
|
$
1,082
|
$
2,367
|
Class I
|
$
79
|
$
306
|
$
552
|
$
1,257
|
During the periods shown in the chart:
|
Returns
|
Quarter ended
|
Highest Quarter
|
|
March 31, 2013
|
Lowest Quarter
|
-
|
December 31, 2018
|
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
|
1 Year
|
5 Years
|
Life of
Fund
1
|
CLASS A Before Taxes
|
13.93%
|
7.13%
|
11.18%
|
CLASS A After Taxes on Distributions
|
10.61%
|
5.01%
|
9.28%
|
CLASS A After Taxes on Distributions and Sale of Fund Shares
|
10.50%
|
5.37%
|
8.73%
|
CLASS C Before Taxes
|
18.91%
|
7.59%
|
11.27%
|
CLASS I Before Taxes
|
21.10%
|
8.68%
|
12.38%
|
Indices
|
|||
S&P 500
®
Index
reflects no deduction for fees, expenses or taxes.
|
31.49%
|
11.70%
|
14.97%
|
Nasdaq Victory US Large Cap 500 Long/Cash Vol.Wtd Index
reflects no deduction for fees, expenses or taxes.
|
22.16%
|
9.56%
|
13.59%
|
|
Title
|
Tenure with the Fund
|
Mannik Dhillon, CFA, CAIA
®
|
President, VictoryShares and
Solutions
|
Since May 2018
|
Investment Minimums
|
Class A
|
Class C
|
Class I
|
Minimum Initial Investment
|
$
2,500
|
$
2,500
|
$
2,000,000
|
Minimum Subsequent Investments
|
$
50
|
$
50
|
None
|
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
|
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.
|
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
|
An investment in the
Fund is not a complete
investment program.
|
All you need to do to get started is to fill out an application.
|
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other financial intermediaries may charge fees for their services.
|
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
|
NAV=
|
Total Assets - Liabilities
|
Number of Shares Outstanding
|
For historical expense information, see the “Financial Highlights”
at the end of this Prospectus.
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
Up to $49,999
|
5.75%
|
6.10%
|
$50,000 up to $99,999
|
4.50%
|
4.71%
|
$100,000 up to $249,999
|
3.50%
|
3.63%
|
$250,000 up to $499,999
|
2.50%
|
2.56%
|
$500,000 up to $999,999
|
2.00%
|
2.04%
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
$1,000,000 and above
1
|
0.00%
|
0.00%
|
There are several ways you can combine multiple purchases of Class A shares of the Victory
Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.
|
A Fund reserves the right to change the criteria for eligible investors and
the investment minimums.
|
Keep these addresses handy for purchases, exchanges, or redemptions.
|
BY REGULAR U.S. MAIL
|
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593
|
BY OVERNIGHT MAIL
|
Use the following address ONLY for overnight packages:
Victory Funds
c/o FIS TA Operations
4249 Easton Way, Suite 400
Columbus, OH 43219
PHONE: 800-539-FUND (800-539-3863)
|
BY WIRE
|
Call 800-539-FUND (800-539-3863) BEFORE wiring money to notify the
Fund that you intend to purchase shares by wire and to verify wire
instructions.
|
BY TELEPHONE
|
800-539-FUND (800-539-3863)
|
ON THE INTERNET
|
www.VictoryFunds.com
|
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-539-FUND (800-539-3863) or by visiting
VictoryFunds.com
|
There are a number of convenient ways to sell your shares. You can use the same mailing
addresses listed for purchases.
|
BY TELEPHONE
|
BY MAIL
|
BY WIRE
|
BY ACH
|
Buying a dividend.
You should check the Funds' distribution schedule before you invest.
If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
|
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-539-FUND (800-539-3863).
|
The tax information in this Prospectus is provided as general information. You should
consult your own tax adviser about the tax consequences of an investment in the Fund.
|
|
Notary
Public
|
SVP
|
MSG
|
Change of name
|
x
|
x
|
x
|
Add/change banking instructions
|
|
x
|
x
|
Add/change beneficiaries
|
x
|
x
|
x
|
Add/change authorized account traders
|
|
x
|
x
|
Adding a Power of Attorney
|
x
|
x
|
x
|
Add/change Trustee
|
x
|
x
|
x
|
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
|
x
|
x
|
x
|
|
Class A
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
14.26
|
$
16.50
|
$
16.04
|
$
13.80
|
$
14.15
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.08
|
0.13
|
0.11
|
0.11
|
0.13
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.88
|
(0.36)
|
1.91
|
2.48
|
0.16
|
Total from Investment Activities
|
0.96
|
(0.23)
|
2.02
|
2.59
|
0.29
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.07)
|
(0.12)
|
(0.10)
|
(0.11)
|
(0.12)
|
Net Realized Gains from Investments
|
(1.73)
|
(1.89)
|
(1.46)
|
(0.24)
|
(0.52)
|
Total Distributions to
Shareholders
|
(1.80)
|
(2.01)
|
(1.56)
|
(0.35)
|
(0.64)
|
Net Asset Value, End of Period
|
$
13.42
|
$
14.26
|
$
16.50
|
$
16.04
|
$
13.80
|
Total Return (Excludes Sales Charge)
|
6.71%
|
(0.01)%
|
12.79%
|
18.89%
|
2.17%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.99%
|
0.99%
|
0.99%
|
0.99%
|
0.99%
|
Net Investment Income (Loss)
|
0.56%
|
0.84%
|
0.67%
|
0.75%
|
0.92%
|
Gross Expenses
|
1.28%
|
1.25%
|
1.19%
|
1.35%
|
1.28%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
26,394
|
$
33,406
|
$
51,671
|
$
36,721
|
$
62,700
|
Portfolio Turnover(b)
|
54%
|
120%(c)
|
45%
|
38%
|
46%
|
|
Class C
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
13.90
|
$
16.16
|
$
15.78
|
$
13.59
|
$
13.95
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
(0.03)
|
0.02
|
(0.02)
|
—(b)
|
0.02
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.87
|
(0.35)
|
1.86
|
2.44
|
0.17
|
Total from Investment Activities
|
0.84
|
(0.33)
|
1.84
|
2.44
|
0.19
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.02)
|
(0.04)
|
—(b)
|
(0.01)
|
(0.03)
|
Net Realized Gains from Investments
|
(1.73)
|
(1.89)
|
(1.46)
|
(0.24)
|
(0.52)
|
Total Distributions to
Shareholders
|
(1.75)
|
(1.93)
|
(1.46)
|
(0.25)
|
(0.55)
|
Net Asset Value, End of Period
|
$
12.99
|
$
13.90
|
$
16.16
|
$
15.78
|
$
13.59
|
Total Return (Excludes Sales Charge)
|
5.96%
|
(0.73)%
|
11.78%
|
18.09%
|
1.42%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
1.74%
|
1.74%
|
1.74%
|
1.74%
|
1.74%
|
Net Investment Income (Loss)
|
(0.19)%
|
0.10%
|
(0.11)%
|
0.01%
|
0.16%
|
Gross Expenses
|
2.03%
|
2.00%
|
1.97%
|
2.12%
|
2.11%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
26,240
|
$
35,649
|
$
41,410
|
$
57,620
|
$
58,249
|
Portfolio Turnover(c)
|
54%
|
120%(d)
|
45%
|
38%
|
46%
|
|
Class I
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
14.26
|
$
16.50
|
$
16.05
|
$
13.80
|
$
14.15
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.12
|
0.17
|
0.15
|
0.15
|
0.16
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.88
|
(0.36)
|
1.90
|
2.48
|
0.16
|
Total from Investment Activities
|
1.00
|
(0.19)
|
2.05
|
2.63
|
0.32
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.10)
|
(0.16)
|
(0.14)
|
(0.14)
|
(0.15)
|
Net Realized Gains from Investments
|
(1.73)
|
(1.89)
|
(1.46)
|
(0.24)
|
(0.52)
|
Total Distributions to
Shareholders
|
(1.83)
|
(2.05)
|
(1.60)
|
(0.38)
|
(0.67)
|
Net Asset Value, End of Period
|
$
13.43
|
$
14.26
|
$
16.50
|
$
16.05
|
$
13.80
|
Total Return (Excludes Sales Charge)
|
6.97%
|
0.24%
|
12.97%
|
19.24%
|
2.42%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.74%
|
0.74%
|
0.74%
|
0.74%
|
0.74%
|
Net Investment Income (Loss)
|
0.86%
|
1.10%
|
0.91%
|
1.00%
|
1.14%
|
Gross Expenses
|
1.02%
|
1.00%
|
0.95%
|
1.13%
|
1.11%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
14,179
|
$
26,501
|
$
36,400
|
$
32,751
|
$
44,170
|
Portfolio Turnover(b)
|
54%
|
120%(c)
|
45%
|
38%
|
46%
|
FUND NAME
|
CLASS A
|
CLASS C
|
CLASS I
|
MEMBER CLASS
|
Victory Market Neutral Income Fund
|
CBHAX
|
CBHCX
|
CBHIX
|
CBHMX
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
CUHAX
|
CUHCX
|
CUHIX
|
—
|
Amount of
Purchase
|
Initial Sales Charge:
% of Offering Price
|
Concession to Dealers:
% of Offering Price
|
Up to $49,999
|
5.75%
|
5.00%
|
$ 50,000 to $99,999
|
4.50%
|
4.00%
|
$ 100,000 to $249,999
|
3.50%
|
3.00%
|
$ 250,000 to $499,999
|
2.50%
|
2.00%
|
$ 500,000 to $999,999
|
2.00%
|
1.75%
|
$ 1,000,000 and above*
|
0.00%
|
**
|
All Funds
|
|
NAV per share
|
$
10.00
|
Per Share Sales Charge—5.75% of public offering price (6.10% of net asset value per share) for each Fund
|
$
0.61
|
Per Share Offering Price to the Public
|
$
10.61
|
Name and Age
|
Position
Held with
the Trust
|
Date
Commenced
Service
|
Principal Occupation
During Past 5 Years
|
Other Directorships
Held During the
Past 5 Years
|
David Brooks
Adcock,
Born October
1951
|
Trustee
|
May 2015
|
Consultant (since 2006).
|
Chairman, Board of
Trustees, Turner Funds
(December 2016
-December 2017).
|
Nigel
D.T.Andrews,
Born April 1947
|
Vice Chair
and Trustee
|
May 2015
|
Retired.
|
Director, TCG BDC II,
Inc. (since 2017)
Director, TCG BDC I,
Inc. (formerly Carlyle
GMS Finance, Inc.)
(since 2012).
|
E. Lee Beard*,
Born August
1951
|
Trustee
|
May 2015
|
Retired (since 2015).
|
None.
|
Dennis M.
Bushe,
Born January
1944
|
Trustee
|
July 2016
|
Retired.
|
Trustee, RS Investment
Trust and RS Variable
Products Trust
(November 2011 - July
2016).
|
John L. Kelly,
Born April 1953
|
Trustee
|
May 2015
|
Partner, McCarvill
Capital Partners
(September
2016-September 2017);
Advisor (January
2016-April 2016) and
Managing Partner
(August 2014 -January
2016) Endgate
Commodities LLC.
|
Director, Caledonia
Mining Corporation
(since May 2012).
|
David L.
Meyer*,
Born April 1957
|
Trustee
|
May 2015
|
Retired.
|
None.
|
Gloria S.
Nelund,
Born May 1961
|
Trustee
|
July 2016
|
Chair, CEO, and
Co-Founder of TriLinc
Global, LLC, an
investment firm.
|
TriLinc Global Impact
Fund, LLC (since
2012); Trustee, RS
Investment Trust and
RS Variable Products
Trust (November
2007-July 2016).
|
Leigh A. Wilson,
Born December
1944
|
Chair and
Trustee
|
May 2015
|
Private Investor.
|
Chair (since 2013),
Caledonia Mining
Corporation.
|
Name and Age
|
Position
Held with
the Trust
|
Date
Commenced
Service
|
Principal Occupation
During Past 5 Years
|
Other
Directorships
Held During the
Past 5 Years
|
David C.
Brown**,
Born May 1972
|
Trustee
|
May 2015
|
Chairman and Chief
Executive Officer (since
2013), the Adviser;
Chairman and Chief
Executive Officer (since
2013), Victory Capital
Holdings, Inc..
|
Trustee, USAA Mutual
Funds Trust.
|
Name and Age
|
Position with
the Trust
|
Date
Commenced
Service
|
Principal Occupation During Past 5 Years
|
Christopher K.
Dyer,
Born February
1962
|
President
|
May 2015
|
Director of Mutual Fund Administration, the Adviser.
|
Scott A. Stahorsky,
Born July 1969
|
Vice President
|
May 2015
|
Manager, Fund Administration, the Adviser (since
2015); Senior Analyst, Fund Administration, the
Adviser (prior to 2015).
|
Erin G. Wagner,
Born February
1974
|
Secretary
|
May 2015
|
Associate General Counsel, the Adviser (since 2013).
|
Allan Shaer,
Born March 1965
|
Treasurer
|
December 2017
|
Senior Vice President, Financial Administration, Citi
Fund Services Ohio, Inc. (since 2016); Vice President,
Mutual Fund Administration, JP Morgan
Chase(2011-2016).
|
Christopher Ponte,
Born March 1984
|
Assistant
Treasurer*
|
May 2015
|
Manager, Fund Administration, the Adviser (since
2017); Senior Analyst, Fund Administration, the
Adviser (prior to 2017); Principal Financial Officer,
Victory Capital Advisers, Inc. (since 2018).
|
Colin Kinney,
Born October 1973
|
Chief
Compliance
Officer
|
July 2017
|
Chief Compliance Officer (since 2013) and Officer
Chief Risk Officer (2009-2017), the Adviser.
|
Charles Booth,
Born April 1960
|
Anti-Money
Laundering
Compliance
Officer and
Identity Theft
Officer
|
May 2015
|
Director, Regulatory Administration and CCO Support
Services, Citi Fund Services Ohio, Inc.
|
Jay G. Baris,
Born January 1954
|
Assistant
Secretary
|
May 2015
|
Partner, Sidley Austin LLP (since April 2020); Partner,
Shearman & Sterling LLP (January 2018 - April 2020);
Partner, Morrison & Foerster LLP (2011 – January
2018).
|
Trustee
|
Dollar Range of Beneficial
Ownership of Fund Shares
|
Aggregate Dollar Range
of Ownership of Shares
of All Series of the
Victory Fund Complex
|
Mr. Adcock
|
None.
|
Over $100,000
|
Mr. Andrews
|
Market Neutral Income Fund:
$50,001-$100,000
|
Over $100,000
|
Ms. Beard
|
None.
|
Over $100,000
|
Mr. Bushe
|
US 500 Enhanced Volatility Wtd Index Fund:
$50,001 - $100,000
|
Over $100,000
|
Mr. Kelly
|
None.
|
Over $100,000
|
Mr. Meyer
|
None.
|
Over $100,000
|
Ms. Nelund
|
None.
|
$50,000 - $100,000
|
Mr. Wilson
|
None.
|
Over $100,000
|
Trustee
|
Dollar Range of Beneficial Ownership of Fund Shares
|
Aggregate Dollar Range
of Ownership of Shares
of All Series of the
Victory Fund Complex
|
Mr. Brown*
|
None.
|
Over $100,000
|
Trustee
|
Aggregate Compensation
from the Funds
|
Total Compensation from the
Victory Fund Complex
|
Mr. Adcock
|
$
1,760
|
$
321,000
|
Mr. Andrews
|
$
1,760
|
$
321,000
|
Ms. Beard
|
$
1,760
|
$
321,000
|
Mr. Bushe
|
$
1,760
|
$
321,000
|
Mr. Kelly
|
$
1,760
|
$
321,000
|
Mr. Meyer
|
$
1,760
|
$
321,000
|
Ms. Nelund
|
$
1,760
|
$
321,000
|
Mr. Wilson
|
$
2,593
|
$
474,000
|
Trustee
|
Aggregate Compensation
from the Trust
|
Total Compensation from
the Victory Fund Complex
|
Mr. Brown*
|
None
|
None
|
Trustee
|
Aggregate Compensation
from the Funds
|
Total Compensation from
the Victory Fund Complex
|
Mr. Adcock
|
$
264
|
$
48,150
|
Mr. Andrews
|
$
472
|
$
101,400
|
Mr. Bushe
|
$
1,760
|
$
321,000
|
Fund
|
Advisory Fee
|
Victor Market Neutral Income Fund
|
0.60%
|
Fund
|
Advisory Fee
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
0.70%
|
Fund
|
2020 Fees Paid
|
2019 Fees Paid
|
2018 Fees Paid
|
Victory Market Neutral Income Fund
|
$
919,598
|
$
330,880
|
$
311,939
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
567,706
|
$
793,970
|
$
915,875
|
Fund
|
2020 Fees Waived
|
2019 Fees Waived
|
2018 Fees Waived
|
Victory Market Neutral Income Fund
|
670,257
|
258,188
|
197,955
|
Victory US 500 Enhanced Volatility Wtd Index
Fund
|
229,910
|
292,081
|
283,259
|
|
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other Accounts
|
Total
|
|||
Name
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Assets
Managed
(in Millions)
|
Mannik Dhillon
|
58
|
$
46,773.93
|
2
|
$
21.49
|
3
|
$
216.81
|
$
47,012.23
|
|
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other Accounts
|
Total
|
|||
Name
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Assets
Managed
(in Millions)
|
Mannik Dhillon
|
15
|
$
20,313.88
|
0
|
$
—
|
0
|
$
—
|
$
20,313.88
|
Portfolio
Manager
|
Fund
|
Dollar Range of Shares
Beneficially Owned as of
June 30, 2020
|
Mannik Dhillon
|
Victory Market Neutral Income Fund
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$100,001-$500,000
None
|
Fund
|
2020
Fees Paid
|
2019
Fees Paid
|
2018
Fees Paid
|
Victory Market Neutral Income Fund
|
$
1,167
|
$
418
|
$
504
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
658
|
$
911
|
$
1,267
|
Fund
|
2020
Fees Paid
|
2019
Fees Paid
|
2018
Fees Paid
|
Victory Market Neutral Income Fund
|
$
92,399
|
$
34,310
|
$
30,672
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
48,669
|
$
70,196
|
$
77,199
|
Fund
|
Gross
income
from
securities
lending
activities
|
Fees paid to
securities
lending
agent from a
revenue split
|
Rebate
(paid to
borrower)
|
Aggregate
fees/
compensation
for securities
lending
activities
|
Net income
from
securities
lending
activities
|
Victory Market Neutral Income Fund
|
$
128,642
|
$
5,306
|
$
76,072
|
$
81,378
|
$
47,264
|
Victory US 500 Enhanced Volatility Wtd
Index Fund
|
$
49,208
|
$
760
|
$
41,573
|
$
42,333
|
$
6,875
|
|
2020
|
|
Fund
|
Total
Commissions
|
Underwriting
Commissions
Retained
|
Victory Market Neutral Income Fund
|
$
3,483
|
$
418
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
23,675
|
$
3,061
|
|
2019
|
|
Fund
|
Total
Commissions
|
Underwriting
Commissions
Retained
|
Victory Market Neutral Income Fund
|
$
2,332
|
$
307
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
31,331
|
$
3,972
|
|
2018
|
|
Fund
|
Total
Commissions
|
Underwriting
Commissions
Retained
|
Victory Market Neutral Income Fund
|
$
3,085
|
$
385
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
98,535
|
$
12,714
|
Fund
|
Class A Shares
|
Class C Shares
|
June 30, 2020
|
|
|
Victory Market Neutral Income Fund
|
$
53,235
|
$
3,954
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
73,480
|
$
309,529
|
June 30, 2019
|
|
|
Victory Market Neutral Income Fund
|
$
13,898
|
$
4,053
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
101,888
|
$
382,808
|
June 30, 2018
|
|
|
Victory Market Neutral Income Fund
|
$
27,973
|
$
4,473
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
98,319
|
$
562,337
|
Fund
|
2020
|
2019
|
2018
|
Victory Market Neutral Income Fund
|
$
374,242
|
$
135,379
|
$
128,608
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
23,037
|
$
51,448
|
$
20,782
|
Fund
|
Brokerage
Commissions Paid
|
Total Dollar Amount
of Such Transactions
|
Victory Market Neutral Income Fund
|
None
|
None
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
1,322,319
|
$
730
|
Fund
|
Broker-Dealer
|
Type of
Security
(Debt or
Equity)
|
Aggregate
Value
|
Victory Market Neutral Income Fund
|
Citigroup, Inc.
|
Equity
|
$
293,000
|
Victory Market Neutral Income Fund
|
UBS Group AG
|
Equity
|
$
382,000
|
Victory Market Neutral Income Fund
|
The Goldman Sachs Group,
Inc.
|
Equity
|
$
1,259,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
Citigroup, Inc.
|
Equity
|
$
55,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
The Goldman Sachs Group,
Inc.
|
Equity
|
$
76,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
Morgan Stanley
|
Equity
|
$
74,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
Jefferies Financial Group,
Inc.
|
Equity
|
$
48,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
JP Morgan Chase & Co.
|
Equity
|
$
68,000
|
Fund
|
2020
|
2019
|
Victory Market Neutral Income Fund
|
119%
|
82%
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
54%
|
120%
|
Type of Service Provider
|
Name of Service Provider
|
Timing of Release of
Portfolio Holdings Information
|
Adviser and Fund Accountant
|
Victory Capital Management Inc.
|
Daily.
|
Distributor
|
Victory Capital Services, Inc.
|
Daily.
|
Custodian
|
Citibank, N.A.
|
Daily.
|
Sub-Fund Accountant
|
Citi Fund Services Ohio, Inc.
|
Daily.
|
Financial Data Service
|
FactSet Research Systems, Inc.
|
Daily.
|
Liquidity Risk Management Service
Provider
|
MSCI, Inc.
|
Daily.
|
Independent Registered Public
Accounting Firm
|
Cohen & Company, Ltd.
|
Annual Reporting Period: within 15
business days of end of reporting period.
|
Type of Service Provider
|
Name of Service Provider
|
Timing of Release of
Portfolio Holdings Information
|
Printer for Financial Reports
|
Toppan Merrill LLC
|
Up to 30 days before distribution to
shareholders.
|
Legal Counsel, for EDGAR filings on
Forms N-CSR and Form N-PORT
|
Sidley Austin LLP
|
Up to 30 days before filing with the
SEC.
|
Ratings Agency
|
Lipper
|
Quarterly, no sooner than 15 calendar
days after the end of the previous
quarter.
|
Ratings Agency
|
Morningstar
|
Quarterly, no sooner than 15 calendar
days after the end of the previous
quarter.
|
Financial Data Service
|
Bloomberg L.P.
|
Quarterly, no sooner than 15 calendar
days after the end of the previous
quarter.
|
Fund - Class
|
Name and Address of Owner
|
Percentage
Owned of
Record
|
US 500 ENHANCED VOL WTD INDEX
CL A
|
PERSHING LLC
ONE PERSHING PLAZA
PRODUCT SUPPORT, 14TH FLOOR
JERSEY CITY NJ 07399
|
32.59%
|
LPL FINANCIAL CORPORATION
75 STATE STREET, 24TH FLOOR
BOSTON MA 02109
|
28.59%
|
|
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
|
7.68%
|
|
RAYMOND JAMES & ASSOCIATES, INC.
880 CARILLON PARKWAY
ST PETERSBURG FL 337332749
|
6.56%
|
Fund - Class
|
Name and Address of Owner
|
Percentage
Owned of
Record
|
US 500 ENHANCED VOL WTD INDEX
CL C
|
LPL FINANCIAL CORPORATION
75 STATE STREET, 24TH FLOOR
BOSTON MA 02109
|
46.10%
|
PERSHING LLC
ONE PERSHING PLAZA
PRODUCT SUPPORT, 14TH FLOOR
JERSEY CITY NJ 07399
|
25.51%
|
|
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
|
9.14%
|
|
CHARLES SCHWAB & CO., INC.
211 MAIN STREET
SAN FRANCISCO CA 94105
|
7.02%
|
|
RAYMOND JAMES & ASSOCIATES, INC.
880 CARILLON PARKWAY
ST PETERSBURG FL 337332749
|
7.01%
|
|
US 500 ENHANCED VOL WTD INDEX
CL I
|
UBS FINANCIAL SERVICES INC.
C/O CENTRAL DEPOSIT/MUTUAL FUNDS
1000 HARBOR BLVD 7TH FL
A/C YY011410610
WEEHAWKEN NJ 070866727
|
30.90%
|
LPL FINANCIAL CORPORATION
75 STATE STREET, 24TH FLOOR
BOSTON MA 02109
|
22.89%
|
|
CHARLES SCHWAB & CO., INC.
211 MAIN STREET
SAN FRANCISCO CA 94105
|
19.58%
|
|
RAYMOND JAMES & ASSOCIATES, INC.
880 CARILLON PARKWAY
ST PETERSBURG FL 337332749
|
8.88%
|
|
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
|
6.66%
|
|
PERSHING LLC
ONE PERSHING PLAZA
PRODUCT SUPPORT, 14TH FLOOR
JERSEY CITY NJ 07399
|
5.88%
|
|
MARKET NEUTRAL INCOME FUND
CL A
|
CHARLES SCHWAB & CO., INC.
211 MAIN STREET
SAN FRANCISCO CA 94105
|
82.89%
|
MARKET NEUTRAL INCOME FUND
CL C
|
PERSHING LLC
ONE PERSHING PLAZA
PRODUCT SUPPORT, 14TH FLOOR
JERSEY CITY NJ 07399
|
73.32%
|
LPL FINANCIAL CORPORATION
75 STATE STREET, 24TH FLOOR
BOSTON MA 02109
|
16.03%
|
|
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
501 NORTH BROADWAY
SAINT LOUIS MO 63102
|
10.36%
|
Fund - Class
|
Name and Address of Owner
|
Percentage
Owned of
Record
|
MARKET NEUTRAL INCOME FUND
CL I
|
GERLACH & COLLC CITIBANK OPEN WE1
3800 CITIGROUP CENTER
BUILDING B3-14
TAMPA FL 33610
|
37.31%
|
CHARLES SCHWAB & CO., INC.
211 MAIN STREET
SAN FRANCISCO CA 94105
|
35.35%
|
|
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
|
14.15%
|
Item 28.
|
Exhibits
|
|
(a)
|
|
Articles of Incorporation.
|
|
(1)
|
|
|
(2)(a)
|
|
|
(2)(b)
|
|
|
(2)(c)
|
|
(b)
|
|
|
(c)
|
|
Instruments Defining Rights of Security Holder. None other than in the Second Amended and Restated
Agreement and Declaration of Trust and By-Laws of the Registrant.
|
(d)
|
|
Investment Advisory Contracts.
|
|
(1)(a)
|
ment Inc. (“Victory Capital” or the “Adviser”).
|
|
(1)(b)
|
|
(e)
|
|
Underwriting Contracts.
|
|
(1)(a)
|
with respect to each exchange-traded fund series of the Registrant.
|
|
(1)(b)
|
|
|
(1)(c)
|
|
|
(1)(d)
|
|
|
(1)(e)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)(a)
|
series of the Registrant.
|
|
(4)(b)
|
fund series of the Registrant.
|
|
(4)(c)
|
|
(f)
|
|
Bonus or Profit Sharing Contracts. None.
|
(g)
|
|
Custodian Agreements.
|
|
(1)(a)
|
|
|
(1)(b)
|
|
|
(1)(c)
|
|
|
(1)(d)
|
|
|
(1)(e)
|
|
|
(1)(f)
|
|
|
(1)(g)
|
|
(h)
|
|
Other Material Contracts.
|
|
(1)
|
|
|
(2)(a)
|
dated July 1, 2006 with Victory Capital Management Inc.
|
|
(2)(b)
|
|
|
(2)(c)
|
|
|
(2)(d)
|
|
|
(2)(e)
|
|
|
(2)(f)
|
|
|
(2)(g)
|
|
|
(2)(h)
|
|
|
(2)(i)
|
|
(3)(a)
|
to each mutual fund series of the Registrant.
|
|
(3)(b)
|
|
|
(3)(c)
|
|
|
(4)(a)
|
exchange-traded fund series of the Registrant.
|
|
(4)(b)
|
|
|
(4)(c)
|
|
|
(5)(a)
|
|
|
(5)(b)
|
|
|
(5)(c)
|
|
|
(5)(d)
|
|
|
(5)(e)
|
|
|
(5)(f)
|
|
|
(6)(a)
|
|
|
(6)(b)
|
|
|
(7)(a)
|
|
|
(7)(b)
|
|
(i)(l)
|
|
Amendment No. 32 to the Registrant’s Registration Statement, is hereby incorporated by reference.
|
(i)(2)
|
|
is hereby incorporated by reference.
|
(i)(3)
|
|
2015 as an exhibit to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement, is
hereby incorporated by reference.
|
(i)(4)
|
|
Registrant’s Registration Statement, is hereby incorporated by reference.
|
(i)(5)
|
|
Opinion of Morris Nichols Arsht & Tunnell LLP dated April 5, 2019 relating to the VictoryShares USAA
Emerging Markets Value Momentum ETF.
|
(i)(6)
|
|
tral Income Fund — Member Class.
|
(i)(7)
|
|
Opinion of Morris, Nichols, Arsht & Tunnell LLP dated [ ], 2020 relating to the VictoryShares NASDAQ
Next 50 ETF.
|
(j)(1)
|
|
Consent of Sidley Austin LLP.
(filed herewith)
|
(j)(2)
|
|
Consent of Cohen & Co. Ltd.
(filed herewith)
|
(k)
|
|
Omitted Financial Statements. None.
|
(l)
|
|
(m)
|
|
Rule 12b-1 Plans.
|
|
(1)(a)
|
|
|
(1)(b)
|
|
|
(2)(a)
|
|
|
(2)(b)
|
|
|
(3)(a)
|
series of the Registrant.
|
|
(3)(b)
|
exchange-traded fund series of the Registrant.
|
(n)
|
|
Rule 18f-3 Plan
|
|
(1)(a)
|
|
|
(1)(b)
|
|
(o)
|
|
Reserved.
|
(p)
|
|
Codes of Ethics.
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
|
Powers of Attorney of Leigh A. Wilson, David Brooks Adcock, Nigel D.T. Andrews, E. Lee Beard, Dennis
M. Bushe, David C. Brown, John L. Kelly, David L. Meyer and Gloria S. Nelund.
|
David C. Brown
|
Director, Chairman and Chief Executive Officer of Adviser and VCH
|
Kelly S. Cliff
|
President, Investment Franchises of Adviser and VCH, Director of Adviser
|
Michael D. Policarpo, II
|
President, Chief Financial Officer and Chief Administrative Officer of
Adviser and VCH, Director of Adviser
|
Nina Gupta
|
Chief Legal Officer and Secretary of Adviser and VCH, Director of
Adviser
|
Name
|
Positions and Offices with Underwriter
|
Positions and Offices with Registrant
|
David C. Brown
|
Director
|
Trustee
|
Michael D. Policarpo, II
|
Director
|
None
|
Susan Woodard
|
Director, Chief Compliance
Officer and AML Officer
|
None
|
Nina Gupta
|
Director, Chief Legal Officer
and Secretary
|
None
|
Donald Inks
|
Principal Operations Officer
and President
|
None
|
Christopher Dyer
|
Chief Operations Officer
|
President
|
Christopher Ponte
|
Chief Financial Officer
|
Assistant Treasurer
|
Name
|
Position and Offices with Underwriter
|
Positions and Offices with Registrant
|
Richard J. Berthy
|
President, Treasurer and
Manager
|
None
|
Mark A. Fairbanks
|
Vice President
|
None
|
Jennifer K. DiValerio
|
Vice President
|
None
|
Nanette K. Chern
|
Vice President and Chief
Compliance Officer
|
None
|
Jennifer E. Hoopes
|
Secretary
|
None
|
/s/ Christopher K. Dyer
Christopher K. Dyer
|
President (Principal Executive Officer)
|
/s/ Allan Shaer
Allan Shaer
|
Treasurer (Principal Accounting Officer and Principal Financial Officer)
|
*
Leigh A. Wilson
|
Chairman of the Board and Trustee
|
*
David Brooks Adcock
|
Trustee
|
*
Nigel D.T. Andrews
|
Trustee
|
*
E. Lee Beard
|
Trustee
|
*
David C. Brown
|
Trustee
|
*
Dennis M. Bushe
|
Trustee
|
*
John L. Kelly
|
Trustee
|
*
David L. Meyer
|
Trustee
|
*
Gloria S. Nelund
|
Trustee
|
*By: /s/ Jay G. Baris
Jay G. Baris
Attorney-in-Fact
|
|