The Fund seeks to provide investment results that closely correspond, before fees and expenses, to the performance of the MSCI USA Select Value Momentum Blend Index.

Top 10 Holdings*:

December 31, 2021

(% of Net Assets)

The J.M. Smucker Co.	1.1	%
Public Storage	1.1	%
Oracle Corp.	1.0	%
Juniper Networks, Inc.	1.0	%
Extra Space Storage, Inc.	0.9	%
AbbVie, Inc.	0.9	%
Archer-Daniels-Midland Co.	0.9	%
Bristol-Myers Squibb Co.	0.9	%
Alphabet, Inc., Class A	0.9	%
The Kroger Co.	0.9	%

Sector Allocation*:

December 31, 2021

(% 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.

The Fund seeks to provide investment results that closely correspond, before fees and expenses, to the performance of the MSCI USA Small Cap Select Value Momentum Blend Index.

Top 10 Holdings*:

December 31, 2021

(% of Net Assets)

National Fuel Gas Co.	0.5	%
Weis Markets, Inc.	0.5	%
Otter Tail Corp.	0.5	%
Encore Wire Corp.	0.5	%
Universal Corp.	0.5	%
STAG Industrial, Inc.	0.5	%
Life Storage, Inc.	0.4	%
Ingles Markets, Inc., Class A	0.4	%
Amphastar Pharmaceuticals, Inc.	0.4	%
National Storage Affiliates Trust	0.4	%

Sector Allocation*:

December 31, 2021

(% 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.

The Fund seeks to provide investment results that closely correspond, before fees and expenses, to the performance of the MSCI World ex USA Select Value Momentum Blend Index.

Top 10 Holdings*:

December 31, 2021

(% of Net Assets)

Loblaw Cos. Ltd.	1.1	%
George Weston Ltd.	1.0	%
Segro PLC	0.9	%
Bank Leumi Le-Israel BM	0.9	%
Tesco PLC	0.9	%
Hermes International	0.9	%
Koninklijke Ahold Delhaize NV	0.8	%
Novo Nordisk A/S, Class B	0.8	%
Merck KGaA	0.8	%
Sofina SA	0.7	%

Sector Allocation*:

December 31, 2021

(% 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.

The Fund seeks to provide investment results that closely correspond, before fees and expenses, to the performance of the MSCI Emerging Markets Select Value Momentum Blend Index.

Top 10 Holdings*:

December 31, 2021

(% of Net Assets)

China Power International Development Ltd.	1.0	%
Synnex Technology International Corp.	1.0	%
WPG Holdings Ltd.	1.0	%
Taishin Financial Holding Co. Ltd.	1.0	%
Compal Electronics, Inc.	0.9	%
Bank of China Ltd., Class H	0.9	%
China Development Financial Holding Corp.	0.9	%
Arca Continental SAB de CV	0.9	%
KT&G Corp.	0.9	%
Grupo Bimbo SAB de CV, Class A	0.8	%

Sector Allocation*:

December 31, 2021

(% 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.

Security Description	Shares		Value
Common Stocks (99.7%)
Communication Services (5.1%):
Alphabet, Inc., Class A (a)		1,177	$	3,409,816
AMC Entertainment Holdings, Inc. (a) (b)		13,974		380,093
AT&T, Inc.		60,436		1,486,726
Discovery, Inc., Class A (a) (b)		64,310		1,513,857
DISH Network Corp., Class A (a) (b)		50,117		1,625,795
Liberty Global PLC, Class C (a)		90,634		2,545,909
Lumen Technologies, Inc. (b)		187,747		2,356,225
News Corp., Class A		105,735		2,358,948
The Interpublic Group of Cos., Inc.		60,671		2,272,129
ViacomCBS, Inc., Class B		40,676		1,227,602
				19,177,100
Consumer Discretionary (9.4%):
Advance Auto Parts, Inc.		4,950		1,187,406
AutoZone, Inc. (a)		738		1,547,136
Bath & Body Works, Inc.		17,486		1,220,348
BorgWarner, Inc.		45,583		2,054,426
D.R. Horton, Inc.		21,477		2,329,181
DoorDash, Inc., Class A (a)		4,356		648,608
eBay, Inc.		16,999		1,130,433
Ford Motor Co.		120,481		2,502,390
Garmin Ltd.		9,128		1,242,960
General Motors Co. (a)		33,916		1,988,495
Genuine Parts Co.		9,938		1,393,308
Lear Corp.		11,423		2,089,838
Lennar Corp., Class A		17,095		1,985,755
LKQ Corp.		32,919		1,976,128
Mohawk Industries, Inc. (a)		7,971		1,452,157
Newell Brands, Inc.		84,623		1,848,166
PulteGroup, Inc.		32,663		1,867,017
Target Corp. (c)		10,726		2,482,425
Tesla, Inc. (a)		602		636,182
Tractor Supply Co.		6,242		1,489,341
Whirlpool Corp.		9,290		2,179,991
				35,251,691
Consumer Staples (8.2%):
Archer-Daniels-Midland Co.		51,249		3,463,920
Bunge Ltd.		32,082		2,995,176
Costco Wholesale Corp.		3,895		2,211,191
Keurig Dr Pepper, Inc.		57,030		2,102,126
Molson Coors Beverage Co., Class B		54,078		2,506,515
The Estee Lauder Cos., Inc.		4,123		1,526,335
The J.M. Smucker Co.		30,020		4,077,316
The Kraft Heinz Co.		73,108		2,624,577
The Kroger Co.		73,940		3,346,524
Tyson Foods, Inc., Class A		35,317		3,078,230
Walgreens Boots Alliance, Inc.		52,395		2,732,923
				30,664,833

Security Description	Shares		Value
Energy (3.0%):
ConocoPhillips		32,284	$	2,330,259
Devon Energy Corp.		39,737		1,750,415
Diamondback Energy, Inc.		5,952		641,923
EOG Resources, Inc.		22,388		1,988,726
Exxon Mobil Corp.		42,899		2,624,990
Pioneer Natural Resources Co.		11,519		2,095,076
				11,431,389
Financials (12.1%):
AGNC Investment Corp.		136,035		2,045,966
Ally Financial, Inc.		31,379		1,493,954
American Financial Group, Inc.		6,663		914,963
American International Group, Inc.		32,163		1,828,788
Athene Holding Ltd., Class A (a)		19,189		1,599,019
Bank of America Corp.		25,787		1,147,264
Blackstone, Inc.		18,013		2,330,702
Capital One Financial Corp.		10,463		1,518,077
Citigroup, Inc.		29,149		1,760,308
Citizens Financial Group, Inc.		41,116		1,942,731
Equitable Holdings, Inc.		56,572		1,854,996
Fifth Third Bancorp		22,672		987,366
Franklin Resources, Inc.		34,691		1,161,801
Invesco Ltd.		76,892		1,770,054
KKR & Co., Inc.		32,031		2,386,309
Lincoln National Corp.		18,251		1,245,813
Loews Corp.		47,575		2,747,932
MetLife, Inc.		34,165		2,134,971
Morgan Stanley		23,917		2,347,693
Prudential Financial, Inc.		18,940		2,050,066
Raymond James Financial, Inc.		13,596		1,365,038
Regions Financial Corp.		84,081		1,832,966
Signature Bank		3,033		981,084
Synchrony Financial		15,898		737,508
The Goldman Sachs Group, Inc.		6,005		2,297,213
Upstart Holdings, Inc. (a)		5,202		787,063
Wells Fargo & Co.		42,720		2,049,706
				45,319,351
Health Care (15.4%):
AbbVie, Inc.		25,964		3,515,526
Anthem, Inc.		5,489		2,544,371
Bio-Rad Laboratories, Inc., Class A (a)		1,772		1,338,870
Bio-Techne Corp.		2,768		1,431,997
Bristol-Myers Squibb Co.		54,902		3,423,140
Cardinal Health, Inc.		24,813		1,277,621
Centene Corp. (a)		29,518		2,432,283
Charles River Laboratories International, Inc. (a)		5,840		2,200,395
Cigna Corp.		10,948		2,513,989
CVS Health Corp.		29,996		3,094,387
Danaher Corp.		5,232		1,721,380

Security Description	Shares		Value
Eli Lilly & Co.		5,651	$	1,560,919
HCA Healthcare, Inc.		8,316		2,136,547
Horizon Therapeutics PLC (a)		18,295		1,971,469
Jazz Pharmaceuticals PLC (a)		19,498		2,484,045
Laboratory Corp. of America Holdings (a)		7,857		2,468,748
McKesson Corp.		12,218		3,037,028
Merck & Co., Inc.		23,062		1,767,472
Moderna, Inc. (a)		8,120		2,062,318
Molina Healthcare, Inc. (a)		6,637		2,111,097
Novavax, Inc. (a) (b)		2,956		422,915
PerkinElmer, Inc.		7,612		1,530,469
Pfizer, Inc.		35,306		2,084,819
Quest Diagnostics, Inc.		9,061		1,567,644
Universal Health Services, Inc., Class B		15,939		2,066,651
Viatris, Inc.		151,460		2,049,254
Waters Corp. (a)		3,527		1,314,160
West Pharmaceutical Services, Inc.		3,244		1,521,469
				57,650,983
Industrials (14.2%):
AMERCO, Inc.		3,873		2,812,689
Carrier Global Corp.		43,781		2,374,682
Deere & Co.		3,313		1,135,995
Eaton Corp. PLC		15,998		2,764,774
Expeditors International of Washington, Inc.		13,555		1,820,301
FedEx Corp.		4,073		1,053,441
Generac Holdings, Inc. (a)		5,171		1,819,778
General Dynamics Corp.		14,492		3,021,147
General Electric Co.		8,807		831,997
Huntington Ingalls Industries, Inc.		6,660		1,243,688
Ingersoll Rand, Inc. (c)		21,045		1,302,054
Jacobs Engineering Group, Inc.		18,909		2,632,700
Johnson Controls International PLC		35,857		2,915,533
Knight-Swift Transportation Holdings, Inc.		47,344		2,885,143
L3Harris Technologies, Inc.		12,716		2,711,560
Old Dominion Freight Line, Inc.		4,439		1,590,849
Owens Corning, Inc.		21,424		1,938,872
Parker-Hannifin Corp.		3,626		1,153,503
Raytheon Technologies Corp.		26,236		2,257,870
Republic Services, Inc. (c)		14,233		1,984,792
Robert Half International, Inc.		22,342		2,491,580
Sensata Technologies Holding PLC (a)		18,692		1,153,110
Snap-on, Inc.		11,270		2,427,333
Textron, Inc.		27,424		2,117,133
Trane Technologies PLC		6,513		1,315,821
United Rentals, Inc. (a)		4,949		1,644,503
Westinghouse Air Brake Technologies Corp.		21,903		2,017,485
				53,418,333

Security Description	Shares		Value
Information Technology (16.3%):
Affirm Holdings, Inc. (a)		8,460	$	850,738
Applied Materials, Inc.		13,865		2,181,796
Arrow Electronics, Inc. (a)		21,376		2,870,156
Asana, Inc., Class A (a)		8,593		640,608
Bill.com Holdings, Inc. (a)		3,749		934,063
Broadcom, Inc.		2,734		1,819,231
Cisco Systems, Inc.		32,292		2,046,344
Cloudflare, Inc., Class A (a)		14,620		1,922,530
Dell Technologies, Inc., Class C (a)		32,920		1,849,116
EPAM Systems, Inc. (a)		4,201		2,808,158
F5, Inc. (a)		12,822		3,137,672
Fortinet, Inc. (a)		6,767		2,432,060
Gartner, Inc. (a)		6,648		2,222,559
Hewlett Packard Enterprise Co.		164,739		2,597,934
HP, Inc.		74,757		2,816,096
Intel Corp.		51,243		2,639,015
International Business Machines Corp.		10,647		1,423,078
Intuit, Inc.		2,440		1,569,457
Juniper Networks, Inc.		100,549		3,590,605
Micron Technology, Inc.		27,290		2,542,064
NetApp, Inc.		27,623		2,541,040
NXP Semiconductors NV		5,355		1,219,762
ON Semiconductor Corp. (a)		14,208		965,007
Oracle Corp.		41,307		3,602,384
Qorvo, Inc. (a)		13,890		2,172,257
Seagate Technology Holdings PLC		26,483		2,992,049
TE Connectivity Ltd.		8,169		1,317,986
VMware, Inc., Class A		5,122		593,537
Western Digital Corp. (a)		28,218		1,840,096
Zebra Technologies Corp. (a)		1,928		1,147,546
				61,284,944
Materials (4.6%):
Albemarle Corp.		3,454		807,442
CF Industries Holdings, Inc.		14,876		1,052,923
Corteva, Inc.		51,998		2,458,465
Freeport-McMoRan, Inc.		44,480		1,856,150
International Paper Co.		21,293		1,000,345
LyondellBasell Industries NV, Class A		19,911		1,836,392
Nucor Corp.		20,236		2,309,939
Steel Dynamics, Inc.		32,681		2,028,510
The Mosaic Co.		50,055		1,966,661
Westrock Co.		41,393		1,836,194
				17,153,021
Real Estate (6.6%):
AvalonBay Communities, Inc.		4,890		1,235,165
Camden Property Trust		16,792		3,000,394
CBRE Group, Inc., Class A (a)		22,007		2,387,980
Equity Residential		14,390		1,302,295

Security Description	Shares		Value
Extra Space Storage, Inc.		15,519	$	3,518,623
Iron Mountain, Inc.		54,494		2,851,671
Mid-America Apartment Communities, Inc.		12,671		2,907,234
Public Storage		10,555		3,953,481
Regency Centers Corp.		12,382		932,984
Simon Property Group, Inc.		9,084		1,451,351
UDR, Inc.		20,945		1,256,490
				24,797,668
Utilities (4.8%):
CenterPoint Energy, Inc.		38,416		1,072,191
Duke Energy Corp. (c)		14,564		1,527,764
Edison International		20,458		1,396,259
Evergy, Inc. (c)		19,782		1,357,243
Exelon Corp.		57,085		3,297,230
FirstEnergy Corp.		32,855		1,366,439
NRG Energy, Inc.		60,803		2,619,393
PG&E Corp. (a)		105,839		1,284,885
UGI Corp.		61,298		2,814,191
Vistra Corp.		58,382		1,329,358
				18,064,953
Total Common Stocks (Cost $313,473,773)				374,214,266
Collateral for Securities Loaned^ (0.7%)
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (d)		60,722		60,722
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (d)		1,192,583		1,192,583
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (d)		30,303		30,303
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (d)		241,628		241,628
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (d)		1,086,406		1,086,406
Total Collateral for Securities Loaned (Cost $2,611,642)				2,611,642
Total Investments (Cost $316,085,415) ? 100.4%				376,825,908
Liabilities in excess of other assets ? (0.4)%				(1,377,671	)
NET ASSETS ? 100.00%			$	375,448,237

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

(d) Rate disclosed is the daily yield on December 31, 2021.

PLC ? Public Limited Company

Security Description	Shares		Value
Common Stocks (99.7%)
Communication Services (3.4%):
AMC Networks, Inc., Class A (a)		14,190	$	488,704
Cars.com, Inc. (a)		19,133		307,850
Consolidated Communications Holdings, Inc. (a)		28,072		209,979
Entercom Communications Corp. (a)		150,656		387,186
Gannett Co., Inc. (a)		41,684		222,176
Globalstar, Inc. (a)		318,985		370,023
Gray Television, Inc.		29,231		589,297
IDT Corp., Class B (a)		4,026		177,788
iHeartMedia, Inc., Class A (a)		27,432		577,169
John Wiley & Sons, Inc., Class A		8,346		477,975
Liberty Latin America Ltd., Class C (a)		25,758		293,641
Lions Gate Entertainment Corp., Class A (a)		39,752		661,473
Loyalty Ventures, Inc. (a)		1,090		32,776
Magnite, Inc. (a)		8,740		152,950
Nexstar Media Group, Inc., Class A		2,348		354,501
Scholastic Corp.		22,483		898,421
TechTarget, Inc. (a)		3,315		317,113
TEGNA, Inc.		41,701		773,970
Telephone & Data Systems, Inc.		44,801		902,740
The EW Scripps Co., Class A (a)		27,263		527,539
United States Cellular Corp. (a)		27,850		877,832
WideOpenWest, Inc. (a)		13,660		293,963
				9,895,066
Consumer Discretionary (11.6%):
Abercrombie & Fitch Co. (a)		12,086		420,955
Academy Sports & Outdoors, Inc. (a)		5,911		259,493
Adtalem Global Education, Inc. (a)		14,990		443,104
American Axle & Manufacturing Holdings, Inc. (a)		22,965		214,263
American Eagle Outfitters, Inc. (b)		8,998		227,829
Asbury Automotive Group, Inc. (a)		1,943		335,614
AutoNation, Inc. (a)		6,206		725,171
Big Lots, Inc.		4,832		217,682
Boot Barn Holdings, Inc. (a)		5,007		616,111
Caleres, Inc.		16,680		378,302
Capri Holdings Ltd. (a)		8,142		528,497
Carriage Services, Inc.		8,036		517,840
Century Communities, Inc.		6,512		532,616
Citi Trends, Inc. (a)		6,310		597,873
Clarus Corp.		15,754		436,701
Crocs, Inc. (a)		3,035		389,148
Dana, Inc.		22,485		513,108
Dick's Sporting Goods, Inc. (b)		4,871		560,116
Dillard's, Inc., Class A		1,966		481,709
Ethan Allen Interiors, Inc.		34,025		894,517
Foot Locker, Inc.		12,183		531,544
Funko, Inc., Class A (a)		26,305		494,534

Security Description	Shares		Value
GameStop Corp., Class A (a) (b)		2,441	$	362,220
Genesco, Inc. (a)		6,550		420,314
G-III Apparel Group Ltd. (a)		13,933		385,108
Golden Entertainment, Inc. (a)		9,141		461,895
Graham Holdings Co., Class B		1,775		1,117,948
Green Brick Partners, Inc. (a)		25,964		787,488
Group 1 Automotive, Inc.		3,080		601,278
GrowGeneration Corp. (a) (c)		9,658		126,037
H&R Block, Inc.		16,410		386,620
Haverty Furniture Cos., Inc. (b)		9,894		302,460
Hibbett, Inc.		5,731		412,231
Houghton Mifflin Harcourt Co. (a)		13,621		219,298
Hovnanian Enterprises, Inc., Class A (a)		4,540		577,897
KB Home		12,849		574,736
Kohl's Corp. (c)		7,521		371,462
Laureate Education, Inc., Class A		36,822		450,701
M/I Homes, Inc. (a)		8,343		518,768
Macy's, Inc.		18,772		491,451
MarineMax, Inc. (a) (b)		10,328		609,765
MDC Holdings, Inc.		13,131		733,104
Meritage Homes Corp. (a)		5,161		629,952
Modine Manufacturing Co. (a)		36,180		365,056
Movado Group, Inc.		16,291		681,453
Penske Automotive Group, Inc.		6,939		744,000
Perdoceo Education Corp. (a)		75,789		891,279
PVH Corp.		2,330		248,495
Qurate Retail, Inc., Class A		61,094		464,314
Rent-A-Center, Inc.		12,637		607,081
Revolve Group, Inc. (a)		8,273		463,619
Service Corp. International		8,043		570,973
Shoe Carnival, Inc.		6,511		254,450
Shutterstock, Inc.		7,277		806,874
Signet Jewelers Ltd.		5,201		452,643
Skyline Champion Corp. (a)		3,751		296,254
Smith & Wesson Brands, Inc.		26,065		463,957
Sportsman's Warehouse Holdings, Inc. (a)		17,598		207,656
Tapestry, Inc.		7,108		288,585
Taylor Morrison Home Corp. (a)		16,466		575,651
Tenneco, Inc., Class A (a)		31,461		355,509
The Buckle, Inc. (b)		8,128		343,896
The Container Store Group, Inc. (a)		16,877		168,432
The Goodyear Tire & Rubber Co. (a)		32,559		694,158
The ODP Corp. (a)		12,690		498,463
Toll Brothers, Inc.		10,050		727,520
TravelCenters of America, Inc. (a)		3,883		200,440
Tri Pointe Homes, Inc. (a)		24,156		673,711
Vista Outdoor, Inc. (a)		11,049		509,027
XPEL, Inc. (a)		3,913		267,180
Zumiez, Inc. (a)		12,580		603,714
				34,281,850

Security Description	Shares		Value
Consumer Staples (4.8%):
Celsius Holdings, Inc. (a)		6,273	$	467,778
Central Garden & Pet Co., Class A (a)		9,880		472,758
Coca-Cola Consolidated, Inc.		1,718		1,063,768
Coty, Inc., Class A (a) (c)		20,513		215,386
Darling Ingredients, Inc. (a)		10,616		735,583
Edgewell Personal Care Co.		8,825		403,391
Fresh Del Monte Produce, Inc.		24,298		670,625
Hostess Brands, Inc. (a)		40,857		834,300
Ingles Markets, Inc., Class A		14,427		1,245,627
Pilgrim's Pride Corp. (a)		35,470		1,000,254
Sanderson Farms, Inc.		5,148		983,680
Seaboard Corp.		283		1,113,608
SpartanNash Co.		28,129		724,603
The Andersons, Inc.		20,926		810,045
United Natural Foods, Inc. (a)		10,851		532,567
Universal Corp.		24,625		1,352,405
Weis Markets, Inc. (b) (c)		22,261		1,466,555
				14,092,933
Energy (3.5%):
Antero Resources Corp. (a)		30,224		528,920
Arch Resources, Inc.		3,783		345,464
Berry Corp.		24,522		206,475
Callon Petroleum Co. (a) (b)		12,002		567,094
Centennial Resource Development, Inc., Class A (a)		83,046		496,615
Civitas Resources, Inc.		12,527		613,447
CNX Resources Corp. (a)		24,718		339,873
CONSOL Energy, Inc. (a)		9,345		212,225
Dorian LPG Ltd.		61,219		776,869
EQT Corp. (a)		14,981		326,736
Gevo, Inc. (a) (b)		42,821		183,274
Helix Energy Solutions Group, Inc. (a)		125,227		390,708
International Seaways, Inc.		39,836		584,792
Laredo Petroleum, Inc. (a) (b)		3,354		201,676
Magnolia Oil & Gas Corp., Class A		14,389		271,520
Marathon Oil Corp.		44,587		732,119
Matador Resources Co.		8,274		305,476
Meta Materials, Inc. (a) (b)		51,259		126,097
Northern Oil and Gas, Inc.		11,278		232,101
Ovintiv, Inc.		17,784		599,321
PDC Energy, Inc.		10,378		506,239
Peabody Energy Corp. (a) (c)		21,681		218,328
SM Energy Co.		20,593		607,082
Transocean Ltd. (a) (b)		144,331		398,354
Whiting Petroleum Corp. (a)		8,577		554,760
				10,325,565

Security Description	Shares		Value
Financials (11.8%):
Affiliated Managers Group, Inc.		2,428	$	399,430
A-Mark Precious Metals, Inc.		4,384		267,862
American Equity Investment Life Holding Co.		14,185		552,080
American National Group, Inc.		4,597		868,098
Ameris Bancorp		7,517		373,445
Assured Guaranty Ltd.		12,452		625,090
Atlanticus Holdings Corp. (a)		3,188		227,368
B Riley Financial, Inc.		10,230		909,038
Berkshire Hills Bancorp, Inc.		12,903		366,832
Brighthouse Financial, Inc. (a)		10,430		540,274
BrightSpire Capital, Inc.		23,061		236,606
Chimera Investment Corp.		46,595		702,653
CIT Group, Inc.		9,710		498,511
Cowen, Inc., Class A		16,741		604,350
Customers Bancorp, Inc.		14,548		951,003
Dime Community Bancshares, Inc.		13,798		485,138
Donnelley Financial Solutions, Inc. (a)		15,453		728,454
Encore Capital Group, Inc. (a)		8,939		555,201
Enova International, Inc. (a)		14,477		592,978
Enstar Group Ltd. (a)		2,106		521,425
First Bancorp/Puerto Rico		25,041		345,065
Flagstar Bancorp, Inc.		16,613		796,427
Flushing Financial Corp.		16,941		411,666
FNB Corp.		68,697		833,295
Genworth Financial, Inc. (a)		155,973		631,691
Granite Point Mortgage Trust, Inc.		34,121		399,557
Great Western Bancorp, Inc.		9,740		330,770
Hancock Whitney Corp.		6,812		340,736
HarborOne Bancorp, Inc.		42,924		636,992
HCI Group, Inc.		7,463		623,459
Hope Bancorp, Inc.		58,303		857,637
Houlihan Lokey, Inc.		5,170		535,198
Janus Henderson Group PLC		18,896		792,498
Jefferies Financial Group, Inc.		22,295		865,046
LendingClub Corp. (a)		13,848		334,845
Meta Financial Group, Inc.		7,279		434,265
Metropolitan Bank Holding Corp. (a)		3,339		355,704
MFA Financial, Inc.		50,325		229,482
MGIC Investment Corp.		43,167		622,468
Midland States Bancorp, Inc.		18,236		452,070
Mr. Cooper Group, Inc. (a)		14,110		587,117
National Western Life Group, Inc., Class A		3,248		696,501
Navient Corp.		29,096		617,417
New Residential Investment Corp.		23,385		250,453
New York Community Bancorp, Inc.		39,212		478,779
Northfield Bancorp, Inc.		32,695		528,351
OFG Bancorp		13,217		351,044
Old Republic International Corp.		39,309		966,215

Security Description	Shares		Value
PacWest Bancorp		6,785	$	306,478
Pennymac Financial Services		9,453		659,630
Pinnacle Financial Partners, Inc.		8,289		791,600
Popular, Inc.		10,120		830,245
Radian Group, Inc.		14,346		303,131
Ready Capital Corp.		16,933		264,663
ServisFirst Bancshares, Inc.		6,924		588,125
Silvergate Capital Corp., Class A (a)		5,975		885,495
SiriusPoint Ltd. (a)		98,163		798,065
SLM Corp.		21,407		421,076
State Auto Financial Corp.		8,553		442,105
Sterling Bancorp		25,877		667,368
Triumph Bancorp, Inc. (a)		4,225		503,113
Universal Insurance Holdings, Inc.		30,204		513,468
Unum Group		23,771		584,054
				34,869,200
Health Care (25.0%):
Agios Pharmaceuticals, Inc. (a)		7,407		243,468
Alkermes PLC (a)		31,476		732,132
Anavex Life Sciences Corp. (a)		22,593		391,763
Atea Pharmaceuticals, Inc. (a)		33,271		297,443
Aurinia Pharmaceuticals, Inc. (a)		7,449		170,359
Avid Bioservices, Inc. (a)		16,432		479,486
Beam Therapeutics, Inc. (a) (b)		5,985		476,945
BioCryst Pharmaceuticals, Inc. (a)		14,915		206,573
Biohaven Pharmaceutical Holding Co. Ltd. (a)		2,409		331,984
C4 Therapeutics, Inc. (a)		7,115		229,103
CareDx, Inc. (a)		3,387		154,041
Castle Biosciences, Inc. (a)		4,398		188,542
Catalyst Pharmaceuticals, Inc. (a)		78,759		533,198
Celldex Therapeutics, Inc. (a)		9,854		380,759
Cerevel Therapeutics Holdings, Inc. (a)		7,888		255,729
Curis, Inc. (a)		72,122		343,301
Dynavax Technologies Corp. (a) (b)		13,190		185,583
Eagle Pharmaceuticals, Inc. (a)		18,179		925,675
Emergent BioSolutions, Inc. (a)		13,109		569,848
Enanta Pharmaceuticals, Inc. (a)		5,120		382,874
Exelixis, Inc. (a)		20,995		383,789
Fate Therapeutics, Inc. (a)		2,480		145,105
Halozyme Therapeutics, Inc. (a)		10,183		409,458
Humanigen, Inc. (a)		18,131		67,447
Ideaya Biosciences, Inc. (a)		12,235		289,235
Inhibrx, Inc. (a)		6,699		292,545
Intellia Therapeutics, Inc. (a)		3,112		367,963
Ironwood Pharmaceuticals, Inc. (a)		63,201		736,924
IVERIC bio, Inc. (a)		13,646		228,161
Ligand Pharmaceuticals, Inc. (a)		2,052		316,952
Morphic Holding, Inc. (a)		4,840		229,319

Security Description	Shares		Value
Myriad Genetics, Inc. (a)		15,105	$	416,898
Natera, Inc. (a)		2,909		271,672
Ocugen, Inc. (a) (b)		61,302		278,924
OPKO Health, Inc. (a)		112,822		542,674
Organogenesis Holdings, Inc. (a)		48,578		448,861
Protagonist Therapeutics, Inc. (a)		4,404		150,617
Prothena Corp. PLC (a)		8,137		401,968
Repligen Corp. (a)		2,866		759,031
Rubius Therapeutics, Inc. (a)		13,444		130,138
Sorrento Therapeutics, Inc. (a) (b)		36,760		170,934
SpringWorks Therapeutics, Inc. (a)		3,716		230,318
United Therapeutics Corp. (a)		5,442		1,175,907
Vanda Pharmaceuticals, Inc. (a)		43,573		683,660
Veracyte, Inc. (a)		5,998		247,118
Vericel Corp. (a)		5,078		199,565
Xenon Pharmaceuticals, Inc. (a)		7,545		235,706
AngioDynamics, Inc. (a)		28,452		784,706
Anika Therapeutics, Inc. (a) (b)		7,989		286,246
AtriCure, Inc. (a)		11,056		768,724
Atrion Corp.		747		526,560
Avanos Medical, Inc. (a)		10,919		378,562
BioLife Solutions, Inc. (a)		10,898		406,168
CONMED Corp.		5,508		780,814
CryoPort, Inc. (a)		8,158		482,709
Cutera, Inc. (a)		5,647		233,334
Envista Holdings Corp. (a)		13,518		609,121
Establishment Labs Holdings, Inc. (a)		8,470		572,487
Globus Medical, Inc. (a)		5,860		423,092
Heska Corp. (a)		3,721		679,045
ICU Medical, Inc. (a)		1,881		446,437
Inogen, Inc. (a)		4,919		167,246
Integer Holdings Corp. (a)		7,780		665,890
Integra LifeSciences Holdings Corp. (a)		13,905		931,496
Lantheus Holdings, Inc. (a)		25,033		723,203
LeMaitre Vascular, Inc.		15,902		798,757
LivaNova PLC (a)		4,249		371,490
Meridian Bioscience, Inc. (a)		26,794		546,598
Merit Medical Systems, Inc. (a)		12,064		751,587
Mesa Laboratories, Inc.		1,657		543,645
Natus Medical, Inc. (a)		31,673		751,600
NuVasive, Inc. (a)		6,291		330,152
OraSure Technologies, Inc. (a)		56,165		488,074
Orthofix Medical, Inc. (a)		25,187		783,064
OrthoPediatrics Corp. (a)		5,868		351,258
Quidel Corp. (a)		1,973		266,335
Senseonics Holdings, Inc. (a) (b)		64,222		171,473
Shockwave Medical, Inc. (a)		2,840		506,457
STAAR Surgical Co. (a)		2,068		188,808
Varex Imaging Corp. (a)		26,606		839,419

Security Description	Shares		Value
Acadia Healthcare Co., Inc. (a)		8,734	$	530,154
Addus HomeCare Corp. (a)		8,939		835,886
AMN Healthcare Services, Inc. (a)		7,366		901,083
Apollo Medical Holdings, Inc. (a) (b)		5,946		436,912
CorVel Corp. (a)		5,771		1,200,368
Covetrus, Inc. (a)		28,139		561,936
Cross Country Healthcare, Inc. (a)		13,454		373,483
Encompass Health Corp.		6,212		405,395
Fulgent Genetics, Inc. (a)		4,788		481,625
Hanger, Inc. (a)		12,477		226,208
LHC Group, Inc. (a)		2,881		395,360
Magellan Health, Inc. (a)		8,628		819,574
MEDNAX, Inc. (a)		19,038		518,024
ModivCare, Inc. (a)		5,043		747,826
National HealthCare Corp. (c)		15,625		1,061,562
Option Care Health, Inc. (a)		22,673		644,820
Owens & Minor, Inc.		10,974		477,369
Patterson Cos., Inc. (c)		12,597		369,722
Premier, Inc., Class A		25,322		1,042,507
Progyny, Inc. (a)		4,836		243,493
RadNet, Inc. (a)		20,512		617,616
Select Medical Holdings Corp.		19,094		561,364
Surgery Partners, Inc. (a)		9,420		503,122
Tenet Healthcare Corp. (a)		5,868		479,357
The Ensign Group, Inc.		9,939		834,478
The Joint Corp. (a)		6,933		455,429
Tivity Health, Inc. (a) (b)		17,691		467,750
Triple-S Management Corp., Class B (a)		20,018		714,242
Allscripts Healthcare Solutions, Inc. (a)		41,887		772,815
Change Healthcare, Inc. (a)		26,651		569,798
Computer Programs and Systems, Inc. (a) (b)		26,934		789,166
Evolent Health, Inc., Class A (a)		19,343		535,221
HealthStream, Inc. (a)		44,039		1,160,868
NextGen Healthcare, Inc. (a)		41,335		735,350
Omnicell, Inc. (a)		5,229		943,521
OptimizeRx Corp. (a)		7,638		474,396
Phreesia, Inc. (a)		4,192		174,639
Vocera Communications, Inc. (a)		14,748		956,260
BioNano Genomics, Inc. (a)		64,885		194,006
Bruker Corp.		12,010		1,007,759
Codexis, Inc. (a)		8,053		251,817
Medpace Holdings, Inc. (a)		3,837		835,085
Pacific Biosciences of California, Inc. (a)		8,226		168,304
Syneos Health, Inc. (a)		7,042		723,073
Aclaris Therapeutics, Inc. (a)		15,791		229,601
Amneal Pharmaceuticals, Inc. (a)		104,020		498,256
Amphastar Pharmaceuticals, Inc. (a)		52,298		1,218,020
ANI Pharmaceuticals, Inc. (a)		20,616		949,985
Arvinas, Inc. (a)		6,116		502,368

Security Description	Shares		Value
BioDelivery Sciences International, Inc. (a)		218,236	$	676,532
Cassava Sciences, Inc. (a) (b)		6,659		290,998
Collegium Pharmaceutical, Inc. (a)		27,282		509,628
Corcept Therapeutics, Inc. (a)		26,904		532,699
Endo International PLC (a)		95,064		357,441
Harmony Biosciences Holdings, Inc. (a)		7,325		312,338
Innoviva, Inc. (a)		51,042		880,474
Oramed Pharmaceuticals, Inc. (a)		7,990		114,097
Pacira BioSciences, Inc. (a)		13,935		838,469
Perrigo Co. PLC		21,113		821,296
Phibro Animal Health Corp., Class A		15,693		320,451
Prestige Consumer Healthcare, Inc. (a)		17,921		1,086,909
SIGA Technologies, Inc. (a)		45,638		343,198
Supernus Pharmaceuticals, Inc. (a)		25,675		748,683
Tilray, Inc., Class 2 (a) (b)		20,268		142,484
Zomedica Corp. (a) (b)		480,271		147,203
				73,564,125
Industrials (13.3%):
ACCO Brands Corp.		73,243		604,987
Acuity Brands, Inc.		4,011		849,209
Advanced Drainage Systems, Inc.		3,251		442,559
AGCO Corp.		3,228		374,513
Air Lease Corp.		13,941		616,610
Altra Industrial Motion Corp.		5,119		263,987
ArcBest Corp.		9,030		1,082,245
Argan, Inc.		25,175		974,021
Atkore, Inc. (a)		5,909		657,022
Atlas Air Worldwide Holdings, Inc. (a)		7,163		674,182
Avis Budget Group, Inc. (a) (c)		795		164,859
Beacon Roofing Supply, Inc. (a)		5,680		325,748
Boise Cascade Co.		11,798		840,018
Builders FirstSource, Inc. (a)		10,500		899,955
Comfort Systems USA, Inc.		4,036		399,322
CRA International, Inc.		3,550		331,428
DXP Enterprises, Inc. (a)		17,443		447,762
EMCOR Group, Inc.		7,962		1,014,279
Encore Wire Corp.		9,627		1,377,624
Genco Shipping & Trading Ltd.		34,565		553,040
GMS, Inc. (a)		10,755		646,483
GrafTech International Ltd.		25,999		307,568
Granite Construction, Inc.		15,568		602,482
Great Lakes Dredge & Dock Corp. (a)		27,910		438,745
Heidrick & Struggles International, Inc.		19,159		837,823
Herc Holdings, Inc.		3,529		552,465
Hub Group, Inc., Class A (a)		6,143		517,486
Insteel Industries, Inc.		7,764		309,085
Interface, Inc.		17,980		286,781
Kelly Services, Inc., Class A		41,582		697,330

Security Description	Shares		Value
Kforce, Inc.		8,158	$	613,645
Korn Ferry		10,655		806,903
ManpowerGroup, Inc.		3,774		367,323
MasTec, Inc. (a)		3,714		342,728
Matson, Inc.		10,090		908,403
Matthews International Corp., Class A		10,688		391,929
Mueller Industries, Inc.		16,573		983,773
MYR Group, Inc. (a)		7,057		780,151
NOW, Inc. (a)		79,922		682,534
nVent Electric PLC		24,962		948,556
Primoris Services Corp.		28,104		673,934
Quanex Building Products Corp.		14,077		348,828
Quanta Services, Inc.		8,710		998,689
Regal Rexnord Corp.		6,213		1,057,328
Resideo Technologies, Inc. (a)		20,507		533,797
Resources Connection, Inc.		57,459		1,025,069
REV Group, Inc.		30,919		437,504
Rush Enterprises, Inc., Class A		18,628		1,036,462
Ryder System, Inc.		8,762		722,252
SkyWest, Inc. (a)		12,518		491,957
Sterling Construction Co., Inc. (a)		25,515		671,044
Terex Corp.		7,233		317,890
The Greenbrier Cos., Inc.		14,501		665,451
The Manitowoc Co., Inc. (a)		26,835		498,863
Triton International Ltd.		16,196		975,485
TrueBlue, Inc. (a)		33,944		939,230
Tutor Perini Corp. (a)		37,189		460,028
UFP Industries, Inc.		4,353		400,519
Veritiv Corp. (a)		4,249		520,800
Watts Water Technologies, Inc., Class A		2,935		569,889
WESCO International, Inc. (a)		4,884		642,685
Zurn Water Solutions Corp.		11,744		427,482
				39,330,749
Information Technology (13.8%):
A10 Networks, Inc.		20,140		333,921
Alliance Data Systems Corp.		6,089		405,345
Alpha & Omega Semiconductor Ltd. (a)		17,794		1,077,605
Ambarella, Inc. (a)		1,730		351,000
Amkor Technology, Inc.		26,181		649,027
Avaya Holdings Corp. (a)		13,005		257,499
Avid Technology, Inc. (a)		9,443		307,558
Avnet, Inc.		25,012		1,031,245
Axcelis Technologies, Inc. (a)		5,068		377,870
Belden, Inc.		5,248		344,951
Benchmark Electronics, Inc.		36,150		979,665
Calix, Inc. (a)		9,603		767,952
Cambium Networks Corp. (a)		9,255		237,206
Clearfield, Inc. (a)		4,838		408,424

Security Description	Shares		Value
CommScope Holding Co., Inc. (a)		18,084	$	199,647
Comtech Telecommunications Corp.		11,241		266,299
Concentrix Corp.		3,867		690,723
Conduent, Inc. (a)		71,514		381,885
Consensus Cloud Solutions, Inc. (a)		6,818		394,558
Digi International, Inc. (a)		14,422		354,348
Digital Turbine, Inc. (a)		4,434		270,430
Diodes, Inc. (a)		8,460		928,993
DXC Technology Co. (a)		16,872		543,110
Ebix, Inc.		14,042		426,877
EchoStar Corp., Class A (a)		34,539		910,103
ExlService Holdings, Inc. (a)		3,700		535,649
Fabrinet (a)		3,834		454,214
First Solar, Inc. (a)		3,717		323,974
Grid Dynamics Holdings, Inc. (a)		23,245		882,613
Ichor Holdings Ltd. (a)		5,349		246,214
Insight Enterprises, Inc. (a)		8,493		905,354
Jabil, Inc.		12,816		901,606
Kimball Electronics, Inc. (a)		17,568		382,280
Knowles Corp. (a)		44,144		1,030,762
Kulicke & Soffa Industries, Inc.		12,852		778,060
Marathon Digital Holdings, Inc. (a) (b)		10,970		360,474
MaxLinear, Inc. (a)		4,462		336,390
Methode Electronics, Inc.		18,453		907,334
MicroStrategy, Inc. (a) (b)		755		411,090
MicroVision, Inc. (a) (b)		16,426		82,294
Mimecast Ltd. (a)		4,976		395,940
NCR Corp. (a)		16,976		682,435
NETGEAR, Inc. (a)		14,610		426,758
NetScout Systems, Inc. (a)		33,824		1,118,898
Onto Innovation, Inc. (a)		9,135		924,736
Perficient, Inc. (a)		7,376		953,643
Photronics, Inc. (a)		56,131		1,058,069
Rambus, Inc. (a)		37,446		1,100,538
Ribbon Communications, Inc. (a)		46,225		279,661
Riot Blockchain, Inc. (a) (b)		13,190		294,533
Sanmina Corp. (a)		22,122		917,178
ScanSource, Inc. (a)		22,320		782,986
SiTime Corp. (a)		1,207		353,096
SMART Global Holdings, Inc. (a)		11,867		842,438
Sprout Social, Inc., Class A (a)		5,859		531,353
Super Micro Computer, Inc. (a)		7,980		350,721
Synaptics, Inc. (a)		3,090		894,586
TD SYNNEX Corp.		6,356		726,872
Teradata Corp. (a)		13,592		577,252
The Hackett Group, Inc.		20,780		426,613
TTEC Holdings, Inc.		3,809		344,905
TTM Technologies, Inc. (a)		64,958		967,874
Ultra Clean Holdings, Inc. (a)		10,835		621,496

Security Description	Shares		Value
Vishay Intertechnology, Inc.		20,097	$	439,521
Vishay Precision Group, Inc. (a)		12,059		447,630
Workiva, Inc. (a)		2,693		351,410
Xerox Holdings Corp.		35,306		799,328
Xperi Holding Corp.		31,730		600,014
Ziff Davis, Inc. (a)		8,786		974,016
				40,619,049
Materials (4.0%):
AdvanSix, Inc.		14,766		697,693
Alcoa Corp.		12,492		744,273
Alpha Metallurgical Resources, Inc. (a)		7,705		470,390
Clearwater Paper Corp. (a)		15,907		583,310
Cleveland-Cliffs, Inc. (a)		22,328		486,081
Commercial Metals Co.		24,182		877,565
Kraton Corp. (a)		5,481		253,880
Louisiana-Pacific Corp.		10,623		832,312
Mercer International, Inc.		62,733		752,169
Olin Corp.		11,996		690,010
Ranpak Holdings Corp. (a)		8,711		327,359
Reliance Steel & Aluminum Co.		6,923		1,123,049
Ryerson Holding Corp.		9,829		256,045
Schnitzer Steel Industries, Inc.		13,484		700,089
SunCoke Energy, Inc.		85,984		566,635
Trinseo PLC (a)		12,228		641,481
Tronox Holdings PLC, Class A		24,103		579,195
United States Steel Corp.		19,279		459,033
Warrior Met Coal, Inc.		14,941		384,133
Worthington Industries, Inc.		7,180		392,459
				11,817,161
Real Estate (7.1%):
American Homes 4 Rent, Class A		12,612		550,009
Brixmor Property Group, Inc.		12,303		312,619
Centerspace		4,475		496,277
City Office REIT, Inc.		55,856		1,101,480
CoreCivic, Inc. (a)		62,347		621,600
CorePoint Lodging, Inc. (a)		17,788		279,272
Cousins Properties, Inc.		10,762		433,493
CubeSmart		20,335		1,157,265
EastGroup Properties, Inc.		2,673		609,043
eXp World Holdings, Inc. (b)		5,412		182,330
First Industrial Realty Trust, Inc.		10,619		702,978
Independence Realty Trust, Inc.		36,254		936,441
Innovative Industrial Properties, Inc.		1,139		299,454
Jones Lang LaSalle, Inc. (a)		3,062		824,719
Kimco Realty Corp.		12,860		316,999
Life Storage, Inc.		8,237		1,261,744
LXP Industrial Trust		40,524		632,985
Marcus & Millichap, Inc. (a)		10,289		529,472

Security Description	Shares		Value
National Storage Affiliates Trust		17,358	$	1,201,174
NETSTREIT Corp.		13,738		314,600
NexPoint Residential Trust, Inc.		5,205		436,335
One Liberty Properties, Inc.		11,894		419,620
Plymouth Industrial REIT, Inc.		14,377		460,064
PS Business Parks, Inc.		3,037		559,324
RE/MAX Holdings, Inc.		20,251		617,453
Realogy Holdings Corp. (a)		26,570		446,642
RPT Realty		18,968		253,792
SITE Centers Corp.		15,895		251,618
STAG Industrial, Inc.		27,906		1,338,372
Tanger Factory Outlet Centers, Inc. (b)		27,184		524,108
The GEO Group, Inc. (b)		38,084		295,151
The RMR Group, Inc., Class A		18,856		653,926
UMH Properties, Inc.		41,257		1,127,554
Urban Edge Properties		17,608		334,552
Urstadt Biddle Properties, Inc., Class A		15,705		334,516
				20,816,981
Utilities (1.4%):
Hawaiian Electric Industries, Inc.		15,499		643,209
MDU Resources Group, Inc.		15,287		471,451
National Fuel Gas Co.		24,548		1,569,599
Otter Tail Corp. (c)		19,370		1,383,405
				4,067,664
Total Common Stocks (Cost $249,242,669)				293,680,343
Rights (0.0%) (d)
Health Care (0.0%): (d)
Achillion Pharmaceuticals (a) (e) (f)		17,954		4,130
Total Rights (Cost $?)				4,130
Collateral for Securities Loaned^ (2.5%)
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (g)		172,164		172,164
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (g)		3,381,329		3,381,329
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (g)		85,918		85,918
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (g)		685,087		685,087
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (g)		3,080,286		3,080,286
Total Collateral for Securities Loaned (Cost $7,404,784)				7,404,784
Total Investments (Cost $256,647,453) ? 102.2%				301,089,257
Liabilities in excess of other assets ? (2.2)%				(6,348,801	)
NET ASSETS ? 100.00%			$	294,740,456

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

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

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

(e) The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2021, illiquid securities were less than 0.05% of net assets.

(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 December 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(g) Rate disclosed is the daily yield on December 31, 2021.

PLC ? Public Limited Company

REIT ? Real Estate Investment Trust

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation (Depreciation)
E-Mini Russell 2000 Index Futures		8	3/18/22	$	889,102	$	897,120	$	8,018
Total unrealized appreciation								$	8,018
Total unrealized depreciation									?
Total net unrealized appreciation (depreciation)								$	8,018

Security Description	Shares		Value
Common Stocks (99.4%)
Australia (2.8%):
Energy (0.3%):
Washington H Soul Pattinson & Co. Ltd. (a)		43,390	$	934,099
Health Care (0.4%):
Sonic Healthcare Ltd.		41,860		1,419,153
Industrials (0.4%):
Reece Ltd.		65,006		1,277,510
Materials (1.0%):
BlueScope Steel Ltd.		110,656		1,681,458
Fortescue Metals Group Ltd.		57,365		801,196
South32 Ltd.		352,920		1,028,929
				3,511,583
Real Estate (0.7%):
Goodman Group		69,390		1,336,926
Stockland		427,564		1,318,049
				2,654,975
				9,797,320
Austria (1.6%):
Energy (0.4%):
OMV AG		26,938		1,530,168
Financials (0.7%):
Erste Group Bank AG		16,189		761,261
Raiffeisen Bank International AG		58,217		1,713,375
				2,474,636
Materials (0.2%):
voestalpine AG		18,837		685,488
Utilities (0.3%):
Verbund AG		8,400		944,743
				5,635,035
Belgium (0.7%):
Financials (0.7%):
Sofina SA		5,415		2,660,238
Canada (10.2%):
Communication Services (0.6%):
Shaw Communications, Inc., Class B (b)		69,294		2,106,002
Consumer Discretionary (0.2%):
Magna International, Inc.		9,876		800,228

Security Description	Shares		Value
Consumer Staples (2.4%):
Empire Co. Ltd., Class A		34,607	$	1,055,895
George Weston Ltd.		31,548		3,662,930
Loblaw Cos. Ltd.		45,405		3,725,428
				8,444,253
Energy (0.8%):
Cenovus Energy, Inc.		36,235		444,923
Imperial Oil Ltd.		47,015		1,697,997
Tourmaline Oil Corp.		18,383		594,357
				2,737,277
Financials (1.8%):
Bank of Montreal		23,500		2,533,717
Canadian Imperial Bank of Commerce		11,981		1,398,566
Fairfax Financial Holdings Ltd.		2,379		1,171,919
Power Corp. of Canada		33,210		1,098,981
				6,203,183
Industrials (0.9%):
TFI International, Inc.		7,639		857,970
WSP Global, Inc.		16,795		2,441,567
				3,299,537
Information Technology (0.5%):
Lightspeed Commerce, Inc. (c)		21,678		876,628
Nuvei Corp. (c) (d)		16,014		1,039,582
				1,916,210
Materials (1.3%):
First Quantum Minerals Ltd.		24,996		599,002
Nutrien Ltd.		15,149		1,140,297
Teck Resources Ltd., Class B		55,091		1,588,857
West Fraser Timber Co. Ltd.		14,376		1,373,468
				4,701,624
Real Estate (1.2%):
FirstService Corp.		10,509		2,068,272
RioCan Real Estate Investment Trust		112,762		2,047,864
				4,116,136
Utilities (0.5%):
AltaGas Ltd.		83,006		1,794,636
				36,119,086
China (0.2%):
Financials (0.2%):
Futu Holdings Ltd., ADR (c)		13,629		590,136
Denmark (2.5%):
Consumer Discretionary (0.3%):
Pandora A/S		9,263		1,154,856

Security Description	Shares		Value
Financials (0.3%):
Danske Bank A/S		52,399	$	904,930
Health Care (1.0%):
Demant A/S (c)		15,896		814,457
Novo Nordisk A/S, Class B		23,999		2,697,032
				3,511,489
Industrials (0.9%):
AP Moller ? Maersk A/S, Class B		606		2,172,807
DSV A/S		4,489		1,048,423
				3,221,230
				8,792,505
Finland (1.3%):
Consumer Staples (0.3%):
Kesko Oyj, Class B		24,852		829,201
Industrials (0.2%):
Wartsila Oyj Abp		56,580		795,279
Information Technology (0.2%):
Nokia Oyj (c)		129,603		821,524
Utilities (0.6%):
Fortum Oyj		68,988		2,117,457
				4,563,461
France (9.9%):
Communication Services (0.8%):
Publicis Groupe SA		24,209		1,629,810
Vivendi SE		99,001		1,338,627
				2,968,437
Consumer Discretionary (2.2%):
Cie Generale des Etablissements Michelin SCA		6,845		1,122,086
Hermes International		1,753		3,062,044
LVMH Moet Hennessy Louis Vuitton SE		2,991		2,472,800
Renault SA (c)		31,979		1,110,819
				7,767,749
Consumer Staples (0.7%):
Carrefour SA		125,735		2,302,794
Energy (0.6%):
Bollore SA		374,318		2,094,325
Financials (2.2%):
AXA SA		30,764		916,080
BNP Paribas SA		22,887		1,581,672
CNP Assurances		59,959		1,483,037
Credit Agricole SA		105,455		1,505,044
Eurazeo SE		10,311		900,534

Security Description	Shares		Value
Societe Generale SA		40,690	$	1,397,670
				7,784,037
Health Care (0.5%):
Ipsen SA		7,813		715,240
Sartorius Stedim Biotech		1,541		845,373
				1,560,613
Industrials (0.9%):
Bouygues SA		47,535		1,702,254
Cie de Saint-Gobain		22,499		1,583,002
				3,285,256
Information Technology (0.5%):
Capgemini SE		7,476		1,832,124
Materials (0.3%):
EssilorLuxottica SA		5,083		1,082,323
Utilities (1.2%):
Electricite de France SA		110,067		1,292,992
Suez SA		41,508		935,092
Veolia Environnement SA		59,084		2,167,567
				4,395,651
				35,073,309
Germany (6.6%):
Consumer Discretionary (1.7%):
Bayerische Motoren Werke AG		19,116		1,923,665
Daimler AG		15,791		1,213,753
Porsche Automobil Holding SE, Preference Shares		15,611		1,481,301
Volkswagen AG, Preference Shares		6,946		1,401,917
				6,020,636
Financials (0.7%):
Commerzbank AG (c)		171,594		1,305,274
Deutsche Bank AG, Registered Shares (c)		107,016		1,340,879
				2,646,153
Health Care (1.9%):
Bayer AG, Registered Shares		31,830		1,701,268
Carl Zeiss Meditec AG		4,280		899,708
Fresenius SE & Co. KGaA		36,776		1,480,492
Merck KGaA		10,364		2,675,417
				6,756,885
Industrials (1.3%):
Brenntag SE		22,100		2,000,020
Daimler Truck Holding AG (c)		7,895		289,907
Deutsche Post AG, Registered Shares		34,299		2,205,340
				4,495,267

Security Description	Shares		Value
Materials (0.6%):
Covestro AG (d)		13,175	$	812,060
HeidelbergCement AG		20,605		1,394,677
				2,206,737
Utilities (0.4%):
Uniper SE		29,786		1,415,881
				23,541,559
Hong Kong (4.9%):
Consumer Discretionary (0.2%):
Chow Tai Fook Jewellery Group Ltd.		467,600		840,880
Consumer Staples (0.5%):
WH Group Ltd. (d)		2,518,615		1,579,727
Industrials (1.8%):
CK Hutchison Holdings Ltd.		341,805		2,205,250
Jardine Matheson Holdings Ltd.		38,300		2,106,883
SITC International Holdings Co. Ltd.		187,000		676,398
Xinyi Glass Holdings Ltd.		611,593		1,529,708
				6,518,239
Real Estate (1.5%):
CK Asset Holdings Ltd.		374,256		2,359,412
Hongkong Land Holdings Ltd.		203,700		1,059,240
Sino Land Co. Ltd.		783,629		975,980
Sun Hung Kai Properties Ltd.		87,560		1,062,450
				5,457,082
Utilities (0.9%):
CK Infrastructure Holdings Ltd.		207,500		1,321,444
Power Assets Holdings Ltd. (b)		276,500		1,723,626
				3,045,070
				17,440,998
Israel (3.6%):
Financials (2.0%):
Bank Hapoalim BM		134,722		1,389,467
Bank Leumi Le-Israel BM		297,275		3,194,913
Israel Discount Bank Ltd., Class A		176,392		1,186,753
Mizrahi Tefahot Bank Ltd.		33,636		1,296,851
				7,067,984
Health Care (0.4%):
Inmode Ltd. (c)		6,495		458,417
Teva Pharmaceutical Industries Ltd., ADR (c)		130,549		1,045,697
				1,504,114
Materials (0.6%):
ICL Group Ltd.		216,268		2,085,273

Security Description	Shares		Value
Real Estate (0.6%):
Azrieli Group Ltd.		23,348	$	2,227,977
				12,885,348
Italy (1.5%):
Communication Services (0.6%):
Telecom Italia SpA		3,899,178		1,925,312
Energy (0.2%):
Eni SpA		60,581		841,872
Financials (0.7%):
Intesa Sanpaolo SpA		325,143		840,820
UniCredit SpA		111,418		1,716,092
				2,556,912
				5,324,096
Japan (25.2%):
Communication Services (0.8%):
Dentsu Group, Inc.		11,200		398,767
KDDI Corp.		23,800		694,851
Konami Holdings Corp.		6,900		330,754
Nippon Telegraph & Telephone Corp.		58,600		1,602,970
				3,027,342
Consumer Discretionary (3.6%):
Aisin Corp.		20,400		781,243
Bridgestone Corp.		29,700		1,276,413
Denso Corp.		13,100		1,084,016
Honda Motor Co. Ltd.		34,100		956,476
Iida Group Holdings Co. Ltd.		44,700		1,038,749
Isuzu Motors Ltd.		54,600		678,499
Mazda Motor Corp. (c)		83,800		644,028
Nissan Motor Co. Ltd. (c)		160,300		773,694
Panasonic Corp.		39,000		428,422
Sekisui House Ltd.		30,900		662,517
Subaru Corp.		21,500		384,052
Sumitomo Electric Industries Ltd.		74,200		966,201
Toyota Industries Corp.		12,200		973,627
Toyota Motor Corp.		72,800		1,331,079
Yamaha Motor Co. Ltd.		30,400		728,354
				12,707,370
Consumer Staples (1.5%):
Asahi Group Holdings Ltd.		26,800		1,041,233
Japan Tobacco, Inc. (a)		88,300		1,780,876
Lawson, Inc.		13,200		624,723
Seven & i Holdings Co. Ltd.		31,200		1,369,869
Suntory Beverage & Food Ltd.		17,100		617,741
				5,434,442

Security Description	Shares		Value
Energy (1.3%):
Ajinomoto Co., Inc.		44,600	$	1,354,403
ENEOS Holdings, Inc.		273,800		1,023,109
Idemitsu Kosan Co. Ltd.		45,244		1,153,937
Inpex Corp.		107,100		931,911
				4,463,360
Financials (3.5%):
Concordia Financial Group Ltd.		239,700		870,085
Japan Post Bank Co. Ltd.		74,400		681,621
Japan Post Holdings Co. Ltd.		153,800		1,197,758
Japan Post Insurance Co. Ltd.		28,600		459,468
Mitsubishi HC Capital, Inc.		95,500		471,881
Mitsubishi UFJ Financial Group, Inc.		207,000		1,123,306
Mizuho Financial Group, Inc.		94,200		1,196,775
ORIX Corp.		46,900		956,083
Resona Holdings, Inc.		280,100		1,088,244
Sumitomo Mitsui Financial Group, Inc.		34,400		1,177,884
Sumitomo Mitsui Trust Holdings, Inc.		34,900		1,164,697
The Chiba Bank Ltd.		157,700		902,473
The Shizuoka Bank Ltd.		147,500		1,052,885
				12,343,160
Health Care (0.7%):
Medipal Holdings Corp.		68,000		1,272,546
Shionogi & Co. Ltd.		8,700		613,846
Sumitomo Dainippon Pharma Co. Ltd.		45,900		528,136
				2,414,528
Industrials (6.0%):
AGC, Inc.		20,800		991,637
Benefit One, Inc.		7,600		325,700
Dai Nippon Printing Co. Ltd.		42,700		1,072,738
Fuji Electric Co. Ltd.		18,200		992,541
Hitachi Ltd.		15,400		833,155
ITOCHU Corp.		45,800		1,399,196
Kajima Corp.		86,800		995,726
Kurita Water Industries Ltd.		19,700		934,063
Lixil Corp.		14,000		372,628
Marubeni Corp.		117,000		1,137,437
Mitsubishi Corp.		45,400		1,439,806
Mitsubishi Heavy Industries Ltd.		21,400		494,139
Mitsui & Co. Ltd.		53,600		1,267,679
NGK Insulators Ltd.		27,100		457,491
Nippon Express Co. Ltd. (e)		17,100		1,026,104
Nippon Yusen KK		11,600		882,428
Obayashi Corp.		130,300		1,007,051
Shimizu Corp.		157,400		974,566
Sumitomo Corp.		84,800		1,252,246
Taisei Corp.		33,800		1,025,843

Security Description	Shares		Value
TOPPAN, Inc.		58,700	$	1,099,016
Toshiba Corp.		10,000		410,751
Toyota Tsusho Corp.		17,200		791,629
				21,183,570
Information Technology (3.5%):
Brother Industries Ltd.		47,300		908,170
Canon, Inc. (a)		50,400		1,225,916
FUJIFILM Holdings Corp.		15,600		1,155,014
Fujitsu Ltd.		6,200		1,062,273
Hirose Electric Co. Ltd.		3,600		604,611
Ibiden Co. Ltd.		14,600		867,214
Kyocera Corp.		20,300		1,266,954
NEC Corp.		21,200		977,569
NTT Data Corp.		22,100		473,263
Renesas Electronics Corp. (c)		28,800		355,889
Ricoh Co. Ltd.		87,000		809,144
Rohm Co. Ltd.		8,300		754,644
Seiko Epson Corp.		45,900		825,486
SUMCO Corp. (b)		15,400		314,138
TDK Corp.		10,800		421,102
Tokyo Electron Ltd.		800		460,458
				12,481,845
Materials (2.2%):
JFE Holdings, Inc.		58,900		750,348
Mitsubishi Chemical Holdings Corp.		140,200		1,037,301
Mitsubishi Gas Chemical Co., Inc.		51,600		872,883
Mitsui Chemicals, Inc.		31,100		834,519
Nippon Steel Corp.		48,700		794,433
Oji Holdings Corp.		182,200		881,294
Sumitomo Chemical Co. Ltd.		189,400		891,449
Sumitomo Metal Mining Co. Ltd.		21,300		804,611
Tosoh Corp.		62,400		924,444
				7,791,282
Real Estate (1.0%):
Daito Trust Construction Co. Ltd.		9,100		1,040,745
Daiwa House Industry Co. Ltd.		31,600		907,757
Hulic Co. Ltd.		110,200		1,045,012
Japan Metropolitan Fund Invest		390		335,626
Open House Group Co. Ltd.		5,500		287,526
				3,616,666
Utilities (1.1%):
Chubu Electric Power Co., Inc.		123,700		1,301,936
Osaka Gas Co. Ltd.		38,000		627,311
The Kansai Electric Power Co., Inc.		124,100		1,157,426
Tokyo Electric Power Co. Holdings, Inc. (c)		337,800		871,231
				3,957,904
				89,421,469

Security Description	Shares		Value
Luxembourg (0.6%):
Health Care (0.2%):
Eurofins Scientific SE		6,549	$	810,293
Materials (0.4%):
ArcelorMittal SA		36,987		1,183,828
				1,994,121
Netherlands (4.0%):
Consumer Staples (0.8%):
Koninklijke Ahold Delhaize NV		82,138		2,814,839
Energy (0.2%):
Royal Dutch Shell PLC, Class B		35,701		784,512
Financials (1.3%):
Aegon NV		263,455		1,316,152
ING Groep NV		95,720		1,332,580
NN Group NV		36,520		1,977,275
				4,626,007
Industrials (0.7%):
IMCD NV		4,892		1,083,155
Wolters Kluwer NV		12,884		1,517,919
				2,601,074
Information Technology (1.0%):
ASM International NV		3,394		1,500,253
ASML Holding NV		2,426		1,949,684
				3,449,937
				14,276,369
Norway (0.7%):
Communication Services (0.2%):
Schibsted ASA, Class B		19,760		665,516
Materials (0.5%):
Norsk Hydro ASA		254,556		2,006,819
				2,672,335
Singapore (1.3%):
Consumer Staples (0.7%):
Wilmar International Ltd.		759,100		2,331,101
Real Estate (0.6%):
CapitaLand Integrated Commercial Trust		62,137		94,025
CapitaLand Investment Ltd. (c)		859,400		2,173,759
				2,267,784
				4,598,885

Security Description	Shares		Value
Spain (2.3%):
Communication Services (0.5%):
Telefonica SA		400,504	$	1,754,411
Energy (0.4%):
Repsol SA		133,041		1,578,911
Financials (1.0%):
Banco Bilbao Vizcaya Argentaria SA		221,381		1,321,715
Banco Santander SA		380,422		1,272,111
CaixaBank SA		277,332		761,335
				3,355,161
Utilities (0.4%):
Naturgy Energy Group SA		44,501		1,448,870
				8,137,353
Sweden (4.8%):
Consumer Discretionary (0.1%):
Evolution AB (d)		3,842		545,799
Financials (2.3%):
EQT AB		40,264		2,192,454
Industrivarden AB, Class A		34,684		1,104,819
Investor AB, Class B (a)		113,122		2,913,153
Kinnevik AB, Class B (c)		22,608		805,926
L E Lundbergforetagen AB, Class B (a)		19,146		1,074,257
				8,090,609
Health Care (0.2%):
Getinge AB, B Shares		17,921		782,053
Industrials (1.5%):
Alfa Laval AB		46,249		1,861,433
Investment AB Latour, Class B		31,230		1,271,780
Nibe Industrier AB, Class B		140,202		2,117,621
				5,250,834
Information Technology (0.3%):
Hexagon AB, Class B		59,116		937,945
Real Estate (0.4%):
Fastighets AB Balder, Class B (c)		11,134		801,553
Sagax AB, Class B		21,636		728,859
				1,530,412
				17,137,652
Switzerland (3.5%):
Consumer Discretionary (0.9%):
Cie Financiere Richemont SA, Registered Shares		14,838		2,230,219
The Swatch Group AG		17,903		1,050,228
				3,280,447

Security Description	Shares		Value
Health Care (1.1%):
Alcon, Inc.		13,292	$	1,177,848
Bachem Holding AG, Registered Shares		1,210		950,842
Sonova Holding AG		2,360		926,750
Straumann Holding AG, Class R		461		980,033
				4,035,473
Industrials (1.0%):
Kuehne + Nagel International AG, Class R		7,907		2,554,816
VAT Group AG (d)		1,756		875,736
				3,430,552
Materials (0.5%):
Glencore PLC		332,330		1,687,734
				12,434,206
United Kingdom (10.8%):
Communication Services (1.7%):
BT Group PLC		730,469		1,677,493
Pearson PLC		90,087		748,214
Vodafone Group PLC		1,231,626		1,872,687
WPP PLC		118,549		1,797,559
				6,095,953
Consumer Discretionary (1.2%):
Barratt Developments PLC		72,771		737,261
Entain PLC (c)		21,566		491,603
Kingfisher PLC		372,006		1,704,564
Stellantis NV		75,551		1,433,609
				4,367,037
Consumer Staples (2.9%):
British American Tobacco PLC		57,377		2,124,311
Coca-Cola Europacific Partners PLC		16,433		919,098
Imperial Brands PLC		90,186		1,974,586
J Sainsbury PLC		558,719		2,087,127
Tesco PLC		793,971		3,117,555
				10,222,677
Financials (1.8%):
3i Group PLC		53,007		1,040,310
Aviva PLC		151,621		842,807
Barclays PLC		563,106		1,426,241
Lloyds Banking Group PLC		1,239,474		802,466
NatWest Group PLC		482,655		1,475,468
Standard Chartered PLC		135,883		825,262
				6,412,554

Security Description	Shares		Value
Industrials (0.7%):
Ashtead Group PLC		9,346	$	752,177
CNH Industrial NV		88,460		1,717,191
				2,469,368
Materials (1.6%):
Anglo American PLC		36,541		1,492,702
Croda International PLC		11,559		1,584,390
Evraz PLC (b)		193,560		1,577,192
Rio Tinto PLC		14,522		962,219
				5,616,503
Real Estate (0.9%):
Segro PLC		170,164		3,310,812
				38,494,904
United States (0.4%):
Health Care (0.4%):
Bausch Health Cos., Inc. (c)		45,996		1,272,296
Total Common Stocks (Cost $316,504,031)				352,862,681
Collateral for Securities Loaned^ (0.8%)
United States (0.8%):
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (f)		69,976		69,976
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (f)		1,374,335		1,374,335
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (f)		34,921		34,921
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (f)		278,453		278,453
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (f)		1,251,977		1,251,977
Total Collateral for Securities Loaned (Cost $3,009,662)				3,009,662
Total Investments (Cost $319,513,693) ? 100.2%				355,872,343
Liabilities in excess of other assets ? (0.2)%				(866,087	)
NET ASSETS ? 100.00%			$	355,006,256

^ Purchased with cash collateral from securities on loan.

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

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

(d) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $4,852,904 and amounted to 1.4% of net assets.

(e) Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.3% of net assets as of December 31, 2021. (See Note 2 in the Notes to Financial Statements)

Security Description	Shares		Value
Common Stocks (99.4%)
Brazil (2.5%):
Communication Services (0.4%):
Telefonica Brasil SA		111,800	$	967,261
Consumer Staples (0.5%):
JBS SA		164,552		1,121,140
Financials (0.1%):
Banco Inter SA		46,100		236,459
Materials (1.2%):
Bradespar SA, Preference Shares		1		4
Braskem SA, Preference Shares		31,900		330,053
Cia Siderurgica Nacional SA		161,800		725,922
Vale SA		127,092		1,778,832
				2,834,811
Utilities (0.3%):
Centrais Eletricas Brasileiras SA		122,848		736,867
				5,896,538
Chile (0.4%):
Consumer Staples (0.4%):
Cencosud SA		627,977		1,050,314
China (19.8%):
Communication Services (0.4%):
Hello Group, Inc., ADR		64,258		577,037
JOYY, Inc., ADR		6,593		299,520
				876,557
Consumer Discretionary (1.6%):
Brilliance China Automotive Holdings Ltd. (a) (b) (c)		937,510		702,264
BYD Co. Ltd., Class H		11,489		392,874
Dongfeng Motor Group Co. Ltd., Class H		1,007,069		837,039
Great Wall Motor Co. Ltd., Class H		168,621		579,639
Guangzhou Automobile Group Co. Ltd.		958,228		945,163
Li Ning Co. Ltd.		38,000		416,005
				3,872,984
Energy (2.0%):
China Coal Energy Co. Ltd., Class H		1,018,000		587,586
China Shenhua Energy Co. Ltd., Class H		400,485		939,018
China Suntien Green Energy Corp. Ltd., Class H		569,000		443,739
PetroChina Co. Ltd., Class H		3,076,000		1,369,075
Yankuang Energy Group Co. Ltd., Class H (d)		706,574		1,404,756
				4,744,174
Financials (7.6%):
360 DigiTech, Inc., ADR		62,844		1,441,013
Agricultural Bank of China Ltd., Class H (e)		5,498,716		1,890,199

Security Description	Shares		Value
Bank of China Ltd., Class H (d) (e)		6,307,421	$	2,273,367
Bank of Communications Co. Ltd., Class H		3,201,181		1,933,938
China Cinda Asset Management Co. Ltd., Class H		7,868,733		1,433,193
China CITIC Bank Corp. Ltd., Class H		4,082,138		1,769,766
China Construction Bank Corp., Class H (e)		2,666,416		1,846,856
China Everbright Bank Co. Ltd., Class H		4,072,267		1,441,640
China Galaxy Securities Co. Ltd., Class H		1,888,479		1,085,179
China Huarong Asset Management Co. Ltd., Class H (a) (b) (c) (f)		9,215,577		602,843
China Minsheng Banking Corp. Ltd., Class H (d)		4,225,374		1,615,076
Industrial & Commercial Bank of China Ltd., Class H (d)		1,558,962		879,832
				18,212,902
Health Care (2.6%):
3SBio, Inc. (a) (f)		458,000		381,848
Cansino Biologics, Inc., Class H (a) (d) (f)		33,273		769,057
China Medical System Holdings Ltd.		425,866		711,206
Genscript Biotech Corp. (a)		144,000		637,225
I-Mab, ADR (a)		7,859		372,438
Pharmaron Beijing Co. Ltd., Class H (f)		22,354		344,931
Shanghai Fosun Pharmaceutical Group Co. Ltd., Class H		66,500		292,995
Shanghai Pharmaceuticals Holding Co. Ltd.		809,322		1,534,289
Sinopharm Group Co. Ltd., Class H		494,890		1,076,579
				6,120,568
Industrials (2.3%):
China Railway Group Ltd., Class H		3,014,431		1,592,994
China State Construction International Holdings Ltd.		1,114,000		1,384,588
COSCO SHIPPING Holdings Co. Ltd., Class H (a)		459,907		891,935
Country Garden Services Holdings Co. Ltd.		69,696		417,480
Fosun International Ltd.		1,120,029		1,208,194
				5,495,191
Materials (1.5%):
Aluminum Corp. of China Ltd., Class H (a)		1,430,000		790,542
China Hongqiao Group Ltd.		772,711		815,696
China National Building Material Co. Ltd., Class H		731,535		897,025
Dongyue Group Ltd.		154,000		240,196
Jiangxi Copper Co. Ltd., Class H		569,929		912,319
				3,655,778
Utilities (1.8%):
China Longyuan Power Group Corp. Ltd., Class H		415,183		969,220
China Power International Development Ltd.		3,707,269		2,496,461
Huaneng Power International, Inc., Class H		1,243,183		830,777
				4,296,458
				47,274,612
Cyprus (0.5%):
Financials (0.5%):
TCS Group Holding PLC, GDR		15,820		1,287,135

Security Description	Shares		Value
Greece (1.0%):
Communication Services (0.3%):
Hellenic Telecommunications Organization SA		40,759	$	753,440
Consumer Discretionary (0.3%):
FF Group (a) (b) (c)		14,913		4,070
OPAP SA		38,316		543,357
				547,427
Financials (0.4%):
Alpha Services and Holdings SA (a)		237,897		291,369
Eurobank Ergasias Services and Holdings SA (a)		690,895		700,362
				991,731
				2,292,598
Hong Kong (7.6%):
Energy (0.2%):
Kunlun Energy Co. Ltd.		554,000		519,444
Financials (0.3%):
Far East Horizon Ltd. (d)		680,586		604,089
Health Care (0.6%):
China Traditional Chinese Medicine Holdings Co. Ltd.		2,256,525		1,496,381
Industrials (2.3%):
China Everbright Environment Group Ltd.		1,772,652		1,423,342
China Merchants Port Holdings Co. Ltd.		924,514		1,683,888
CITIC Ltd.		1,562,682		1,543,380
Sinotruk Hong Kong Ltd.		523,775		806,190
				5,456,800
Information Technology (0.9%):
Kingboard Holdings Ltd.		233,314		1,135,701
Kingboard Laminates Holdings Ltd.		235,077		399,821
Lenovo Group Ltd.		499,516		574,075
				2,109,597
Materials (0.3%):
Nine Dragons Paper Holdings Ltd.		778,940		836,259
Real Estate (1.5%):
China Overseas Property Holdings Ltd.		1,005,000		1,066,063
The Wharf Holdings Ltd.		304,783		936,284
Yuexiu Property Co. Ltd.		1,666,086		1,468,134
				3,470,481
Utilities (1.5%):
Beijing Enterprises Holdings Ltd.		496,847		1,714,298
China Resources Power Holdings Co. Ltd.		580,209		1,942,390
				3,656,688
				18,149,739

Security Description	Shares		Value
Hungary (1.3%):
Energy (0.6%):
MOL Hungarian Oil & Gas PLC		196,447	$	1,527,456
Health Care (0.7%):
Richter Gedeon Nyrt		61,118		1,645,346
				3,172,802
India (10.0%):
Consumer Discretionary (0.6%):
Tata Motors Ltd. (a)		135,899		881,914
Titan Co. Ltd.		18,456		626,260
				1,508,174
Consumer Staples (0.8%):
Avenue Supermarts Ltd. (a) (f)		8,246		518,201
Marico Ltd.		119,572		824,619
United Spirits Ltd. (a)		52,601		635,615
				1,978,435
Energy (0.7%):
Indian Oil Corp. Ltd.		387,870		581,787
Oil & Natural Gas Corp. Ltd.		606,737		1,162,287
				1,744,074
Financials (0.6%):
Bajaj Finserv Ltd.		2,125		468,997
State Bank of India		157,067		972,904
				1,441,901
Health Care (1.0%):
Apollo Hospitals Enterprise Ltd.		17,176		1,158,396
Divi's Laboratories Ltd.		9,665		608,252
Sun Pharmaceutical Industries Ltd.		58,313		663,414
				2,430,062
Industrials (0.8%):
Adani Enterprises Ltd.		36,086		829,847
Bharat Electronics Ltd.		174,604		493,143
Indian Railway Catering & Tourism Corp. Ltd.		44,810		501,384
				1,824,374
Information Technology (1.4%):
Larsen & Toubro Infotech Ltd. (f)		6,081		599,791
Mindtree Ltd.		8,840		568,438
Mphasis Ltd.		14,375		656,853
Tech Mahindra Ltd.		34,142		822,391
Wipro Ltd.		80,026		770,110
				3,417,583

Security Description	Shares		Value
Materials (2.1%):
Grasim Industries Ltd.		24,957	$	544,644
Hindalco Industries Ltd.		153,387		981,268
JSW Steel Ltd.		106,783		942,271
SRF Ltd.		21,173		689,316
Tata Steel Ltd.		57,276		856,378
Vedanta Ltd.		199,877		917,434
				4,931,311
Real Estate (0.6%):
DLF Ltd.		180,984		950,623
Godrej Properties Ltd. (a)		15,486		389,944
				1,340,567
Utilities (1.4%):
Adani Total Gas Ltd.		57,889		1,340,854
Adani Transmission Ltd. (a)		36,606		857,268
NTPC Ltd.		449,789		752,717
The Tata Power Co. Ltd.		145,073		431,205
				3,382,044
				23,998,525
Indonesia (1.2%):
Communication Services (0.2%):
PT Tower Bersama Infrastructure Tbk		2,038,000		421,828
Consumer Staples (1.0%):
PT Gudang Garam Tbk		506,080		1,086,549
PT Indofood Sukses Makmur Tbk		2,952,881		1,310,435
				2,396,984
				2,818,812
Isle of Man (0.2%):
Real Estate (0.2%):
NEPI Rockcastle PLC		83,338		553,498
Korea, Republic Of (19.3%):
Communication Services (2.8%):
HYBE Co. Ltd. (a)		1,719		504,674
Kakao Corp.		4,569		432,398
Kakao Games Corp. (a)		6,529		499,802
LG Uplus Corp.		118,692		1,357,906
NAVER Corp.		3,775		1,201,966
Pearl Abyss Corp. (a)		11,709		1,362,233
SK Telecom Co. Ltd.		25,667		1,250,153
				6,609,132
Consumer Discretionary (2.7%):
CJ ENM Co. Ltd.		3,842		448,597
F&F Co. Ltd. (a)		507		403,041

Security Description	Shares		Value
Hankook Tire & Technology Co. Ltd.		27,884	$	931,226
Hyundai Mobis Co. Ltd.		4,462		955,271
Hyundai Motor Co.		5,378		945,533
Kia Corp.		13,798		954,108
LG Electronics, Inc.		8,787		1,020,068
Lotte Shopping Co. Ltd.		12,551		920,671
				6,578,515
Consumer Staples (2.0%):
BGF Retail Co. Ltd.		4,491		549,687
CJ CheilJedang Corp.		3,647		1,188,822
E-MART, Inc.		8,481		1,077,292
KT&G Corp.		30,718		2,041,407
				4,857,208
Energy (0.9%):
GS Holdings Corp.		49,774		1,637,151
S-Oil Corp.		8,514		613,796
				2,250,947
Financials (4.7%):
DB Insurance Co. Ltd.		24,570		1,116,114
Hana Financial Group, Inc.		31,295		1,107,007
Industrial Bank of Korea		154,074		1,334,984
KB Financial Group, Inc.		28,296		1,309,173
Korea Investment Holdings Co. Ltd.		5,782		392,519
Meritz Securities Co. Ltd.		288,866		1,251,449
NH Investment & Securities Co. Ltd.		59,104		621,493
Samsung Securities Co. Ltd.		32,129		1,213,537
Shinhan Financial Group Co. Ltd.		42,780		1,324,336
Woori Financial Group, Inc.		140,604		1,502,142
				11,172,754
Health Care (0.1%):
Seegene, Inc.		4,725		242,461
Industrials (2.0%):
Doosan Bobcat, Inc. (a)		14,143		484,818
Ecopro BM Co. Ltd.		1,019		429,287
GS Engineering & Construction Corp.		31,059		1,034,647
HMM Co. Ltd. (a)		26,124		591,155
Hyundai Engineering & Construction Co. Ltd.		25,212		942,732
Hyundai Heavy Industries Holdings Co. Ltd.		10,161		459,008
LG Corp.		6,387		434,665
Pan Ocean Co. Ltd.		82,967		377,583
				4,753,895
Information Technology (2.0%):
L&F Co. Ltd.		1,568		293,353
LG Display Co. Ltd. (a)		56,586		1,170,991
LG Innotek Co. Ltd.		5,214		1,596,548

Security Description	Shares		Value
SK Hynix, Inc.		12,479	$	1,375,183
SK Square Co. Ltd. (a)		6,732		376,029
				4,812,104
Materials (1.6%):
Hyundai Steel Co.		23,518		811,136
Kumho Petrochemical Co. Ltd.		5,488		766,358
Lotte Chemical Corp.		5,719		1,043,973
POSCO		4,832		1,115,780
				3,737,247
Utilities (0.5%):
Korea Electric Power Corp.		67,703		1,258,663
				46,272,926
Malaysia (1.4%):
Consumer Discretionary (0.5%):
Genting Bhd		1,064,700		1,193,507
Financials (0.4%):
CIMB Group Holdings Bhd		714,400		934,585
Health Care (0.5%):
IHH Healthcare Bhd		668,200		1,177,289
				3,305,381
Mexico (3.4%):
Communication Services (0.6%):
America Movil SAB de CV, Class L		971,810		1,029,981
Grupo Televisa SAB		177,145		333,688
				1,363,669
Consumer Staples (2.8%):
Arca Continental SAB de CV (d)		342,696		2,185,618
Coca-Cola Femsa SAB de CV		159,370		869,857
Fomento Economico Mexicano Sab de CV		216,089		1,682,253
Grupo Bimbo SAB de CV, Class A		655,692		2,017,539
				6,755,267
				8,118,936
Poland (3.8%):
Communication Services (1.1%):
Cyfrowy Polsat SA		163,852		1,411,508
Orange Polska SA (a)		530,574		1,112,383
				2,523,891
Consumer Discretionary (0.5%):
LPP SA		308		1,314,411

Security Description	Shares		Value
Energy (0.9%):
Polski Koncern Naftowy ORLEN SA		57,693	$	1,064,137
Polskie Gornictwo Naftowe i Gazownictwo SA		722,460		1,129,292
				2,193,429
Financials (1.0%):
Bank Polska Kasa Opieki SA		42,110		1,274,667
Powszechna Kasa Oszczednosci Bank Polski SA (a)		57,587		641,967
Santander Bank Polska SA		5,965		515,781
				2,432,415
Utilities (0.3%):
PGE Polska Grupa Energetyczna SA (a)		299,246		598,581
				9,062,727
Russian Federation (2.5%):
Consumer Staples (0.2%):
Magnit PJSC, GDR		32,007		480,105
Energy (0.6%):
Gazprom PJSC		323,772		1,481,803
Financials (0.3%):
Sberbank of Russia PJSC		177,348		694,248
Materials (0.9%):
PhosAgro PJSC, GDR (e)		34,984		754,955
Severstal PAO		37,439		801,228
United Co. RUSAL International PJSC (a)		553,950		546,518
				2,102,701
Utilities (0.5%):
Inter RAO UES PJSC		23,404,572		1,333,169
				6,092,026
South Africa (2.7%):
Communication Services (0.4%):
MTN Group Ltd. (a)		89,621		958,597
Consumer Discretionary (0.2%):
Pepkor Holdings Ltd. (a) (f)		309,278		424,191
Consumer Staples (0.3%):
Shoprite Holdings Ltd.		51,661		676,125
Energy (0.4%):
Exxaro Resources Ltd.		99,585		953,857
Health Care (0.4%):
Aspen Pharmacare Holdings Ltd.		71,376		1,003,736

Security Description	Shares		Value
Materials (1.0%):
African Rainbow Minerals Ltd.		68,227	$	988,437
Impala Platinum Holdings Ltd.		46,286		652,528
Sasol Ltd. (a)		36,283		588,803
Sibanye Stillwater Ltd.		87,400		268,881
				2,498,649
				6,515,155
Taiwan (17.3%):
Consumer Discretionary (1.0%):
momo.com, Inc.		17,000		998,482
Pou Chen Corp.		1,181,000		1,415,049
				2,413,531
Financials (4.9%):
Cathay Financial Holding Co. Ltd.		517,000		1,167,908
Chailease Holding Co. Ltd.		83,000		790,490
China Development Financial Holding Corp.		3,556,000		2,249,250
Fubon Financial Holding Co. Ltd.		692,100		1,908,672
Shin Kong Financial Holding Co. Ltd.		2,079,000		830,338
SinoPac Financial Holdings Co. Ltd.		2,318,000		1,353,081
Taishin Financial Holding Co. Ltd.		3,350,768		2,295,046
Yuanta Financial Holding Co. Ltd.		1,141,656		1,043,984
				11,638,769
Industrials (1.0%):
Evergreen Marine Corp. Ltd.		173,000		891,043
Wan Hai Lines Ltd.		111,900		802,839
Yang Ming Marine Transport Corp. (a)		140,000		612,282
				2,306,164
Information Technology (9.4%):
Acer, Inc.		1,530,000		1,683,901
ASE Technology Holding Co. Ltd.		294,000		1,131,709
Asustek Computer, Inc.		134,000		1,821,086
AU Optronics Corp.		1,227,000		1,015,589
Catcher Technology Co. Ltd.		106,000		599,595
Compal Electronics, Inc. (e)		2,609,000		2,282,062
eMemory Technology, Inc.		4,000		316,623
Foxconn Technology Co. Ltd.		579,000		1,358,192
Hon Hai Precision Industry Co. Ltd.		387,000		1,454,729
Innolux Corp.		1,293,000		915,994
Lite-On Technology Corp.		851,000		1,962,403
Nan Ya Printed Circuit Board Corp.		44,000		909,676
Synnex Technology International Corp.		1,021,000		2,442,990
Unimicron Technology Corp.		81,000		676,293
United Microelectronics Corp.		463,142		1,088,092
Winbond Electronics Corp.		412,000		506,307
WPG Holdings Ltd. (e)		1,243,000		2,363,169
				22,528,410

Security Description	Shares		Value
Materials (0.3%):
China Steel Corp.		636,000	$	812,614
Real Estate (0.7%):
Ruentex Development Co. Ltd.		699,000		1,611,892
				41,311,380
Thailand (1.5%):
Consumer Staples (1.1%):
Charoen Pokphand Foods PCL		1,890,900		1,443,435
Thai Union Group PCL		2,169,800		1,266,610
				2,710,045
Health Care (0.3%):
Sri Trang Gloves Thailand PCL		690,500		625,284
Information Technology (0.1%):
Delta Electronics Thailand PCL		15,950		196,719
				3,532,048
Turkey (1.8%):
Communication Services (0.2%):
Turkcell Iletisim Hizmetleri A/S		454,675		632,038
Financials (0.9%):
Akbank TAS		800,606		434,072
Turkiye Garanti Bankasi A/S		892,704		757,602
Turkiye Is Bankasi A/S		1,654,540		895,811
				2,087,485
Industrials (0.2%):
KOC Holding AS		231,201		494,097
Materials (0.5%):
Eregli Demir ve Celik Fabrikalari TAS		550,385		1,167,103
				4,380,723
United Arab Emirates (1.0%):
Communication Services (0.5%):
Emirates Telecommunications Group Co. PJSC		139,822		1,206,724
Real Estate (0.5%):
Aldar Properties PJSC		1,062,426		1,154,103
				2,360,827
United States (0.2%):
Health Care (0.2%):
Legend Biotech Corp., ADR (a)		8,086		376,888
Total Common Stocks (Cost $215,196,045)				237,823,590

Security Description	Shares		Value
Collateral for Securities Loaned^ (1.2%)
United States (1.2%):
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (g)		64,235	$	64,235
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (g)		1,261,575		1,261,575
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (g)		32,056		32,056
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (g)		255,606		255,606
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (g)		1,149,255		1,149,255
Total Collateral for Securities Loaned (Cost $2,762,727)				2,762,727
Total Investments (Cost $217,958,772) ? 100.6%				240,586,317
Liabilities in excess of other assets ? (0.6)%				(1,333,835	)
NET ASSETS ? 100.00%			$	239,252,482

^ Purchased with cash collateral from securities on loan.

(a) Non-income producing security.

(b) The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2021, illiquid securities were 0.5% of net assets.

(c) Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.5% of net assets as of December 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

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

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

(f) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $3,640,862 and amounted to 1.5% of net assets.

(g) Rate disclosed is the daily yield on December 31, 2021.

ADR ? American Depositary Receipt

GDR ? Global Depositary Receipt

PCL ? Public Company Limited

PLC ? Public Limited Company

	VictoryShares USAA MSCI USA Value Momentum ETF			VictoryShares USAA MSCI USA Small Cap Value Momentum ETF
Assets:
Investments, at value (Cost $316,085,415 and $256,647,453)	$	376,825,908	(a)	$	301,089,257	(b)
Cash		663,399			1,413,256
Deposit with broker for futures contracts		304,819			247,681
Receivables:
Interest and dividends		346,836			196,485
From Adviser		9,843			?
Prepaid expenses		971			522
Total Assets		378,151,776			302,947,201
Liabilities:
Payables:
Collateral received on loaned securities		2,611,642			7,404,784
Investments purchased		?			728,620
Variation margin on open futures contracts		2,750			1,640
Accrued expenses and other payables:
Investment advisory fees		47,161			36,632
Administration fees		6,112			5,116
Custodian fees		3,502			2,449
Compliance fees		290			205
Trustees' fees		57			182
Other accrued expenses		32,025			27,117
Total Liabilities		2,703,539			8,206,745
Net Assets:
Capital		337,073,558			264,090,869
Total accumulated earnings/(loss)		38,374,679			30,649,587
Net Assets	$	375,448,237		$	294,740,456
Shares (unlimited shares authorized, no par value):		5,300,000			4,000,000
Net asset value:	$	70.84		$	73.69

(a) Includes $2,442,929 of securities on loan.

(b) Includes $6,790,948 of securities on loan.

	VictoryShares USAA MSCI International Value Momentum ETF			VictoryShares USAA MSCI Emerging Markets Value Momentum ETF
Assets:
Investments, at value (Cost $319,513,693 and $217,958,772)	$	355,872,343	(a)	$	240,586,317	(b)
Foreign currency, at value (Cost $114,351 and $148,041)		114,873			148,041
Cash		911,838			1,884,766
Deposit with broker for futures contracts		225,974			245,250
Receivables:
Interest and dividends		484,780			938,387
Reclaims		526,636			7,092
From Adviser		9,578			13,903
Prepaid expenses		702			395
Total Assets		358,146,724			243,824,151
Liabilities:
Payables:
Collateral received on loaned securities		3,009,662			2,762,727
Investments purchased		?			1,242,490
Variation margin on open futures contracts		794			5,950
Accrued foreign capital gains taxes		?			388,906
Accrued expenses and other payables:
Investment advisory fees		73,641			60,142
Administration fees		6,034			4,239
Custodian fees		31,864			62,749
Compliance fees		245			149
Trustees' fees		221			?
Other accrued expenses		18,007			44,317
Total Liabilities		3,140,468			4,571,669
Net Assets:
Capital		371,548,061			235,681,076
Total accumulated earnings/(loss)		(16,541,805	)		3,571,406
Net Assets	$	355,006,256		$	239,252,482
Shares (unlimited shares authorized, no par value):		7,200,000			4,950,000
Net asset value:	$	49.31		$	48.33

(a) Includes $2,864,892 of securities on loan.

(b) Includes $2,617,115 of securities on loan.

	VictoryShares USAA MSCI USA Value Momentum ETF			VictoryShares USAA MSCI USA Small Cap Value Momentum ETF
Investment Income:
Dividends	$	3,587,529		$	2,178,857
Interest		42			129
Securities lending (net of fees)		6,094			111,973
Foreign tax withholding		(1,465	)		(2,390	)
Total Income		3,592,200			2,288,569
Expenses:
Investment advisory fees		295,237			224,060
Administration fees		106,927			81,134
Sub-Administration fees		9,052			9,052
Custodian fees		9,953			7,535
Servicing fees		1,835			1,835
Trustees' fees		13,705			9,752
Compliance fees		1,496			1,077
Legal and audit fees		14,532			12,970
Broker interest fees		292			152
Interest fees		321			?
Licensing fees		49,160			37,340
Other expenses		21,047			14,613
Total Expenses		523,557			399,520
Expenses waived/reimbursed by Adviser		(129,611	)		(47,377	)
Net Expenses		393,946			352,143
Net Investment Income (Loss)		3,198,254			1,936,426
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(2,638,865	)		(8,996,918	)
Net realized gains (losses) from futures contracts		258,550			(13,092	)
Net realized gains (losses) from in-kind redemptions		53,659,916			32,257,724
Net change in unrealized appreciation/depreciation on investment securities		(21,770,718	)		(17,978,661	)
Net change in unrealized appreciation/depreciation on futures contracts		(32,417	)		15,069
Net realized/unrealized gains (losses) on investments		29,476,466			5,284,122
Change in net assets resulting from operations	$	32,674,720		$	7,220,548

	VictoryShares USAA MSCI International Value Momentum ETF			VictoryShares USAA MSCI Emerging Markets Value Momentum ETF
Investment Income:
Dividends	$	4,817,287		$	5,922,276
Non-cash dividends		249,914			896,433
Interest		5,086			?
Securities lending (net of fees)		43,705			13,477
Foreign tax withholding		(467,093	)		(819,375	)
Total Income		4,648,899			6,012,811
Expenses:
Investment advisory fees		448,183			367,652
Administration fees		97,376			66,568
Sub-Administration fees		9,052			10,057
Custodian fees		62,876			142,059
Servicing fees		2,446			2,446
Trustees' fees		11,769			8,226
Compliance fees		1,311			890
Legal and audit fees		21,214			22,750
Line of credit fees		?			2,155
Broker interest fees		185			227
Interest fees		3,455			2,130
Licensing fees		62,743			42,867
Other expenses		12,957			10,690
Total Expenses		733,567			678,717
Expenses waived/reimbursed by Adviser		(99,242	)		(123,067	)
Net Expenses		634,325			555,650
Net Investment Income (Loss)		4,014,574			5,457,161
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		9,282,023			6,199,893
Foreign taxes on realized gains		?			(295,428	)
Net realized gains (losses) from futures contracts		(67,768	)		(72,685	)
Net realized gains (losses) from in-kind redemptions		?			480,667
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(9,117,973	)		(21,758,629	)
Net change in unrealized appreciation/depreciation on futures contracts		57,196			7,001
Net change in accrued foreign taxes on unrealized gains		?			(58,536	)
Net realized/unrealized gains (losses) on investments		153,478			(15,497,717	)
Change in net assets resulting from operations	$	4,168,052		$	(10,040,556	)

	VictoryShares USAA MSCI USA Value Momentum ETF						VictoryShares USAA MSCI USA Small Cap Value Momentum ETF
	Six Months Ended December 31, 2021 (Unaudited)			Year Ended June 30, 2021			Six Months Ended December 31, 2021 (Unaudited)			Year Ended June 30, 2021
From Investment Activities:
Operations:
Net investment income (loss)	$	3,198,254		$	7,298,240		$	1,936,426		$	2,465,298
Net realized gains (losses) from investments		51,279,601			91,664,113			23,247,714			68,043,756
Net change in unrealized appreciation/depreciation on investments		(21,803,135	)		93,224,120			(17,963,592	)		59,565,325
Change in net assets resulting from operations		32,674,720			192,186,473			7,220,548			130,074,379
Change in net assets resulting from distributions to shareholders		(3,945,776	)		(7,140,505	)		(1,462,984	)		(3,526,739	)
Change in net assets resulting from capital transactions		(96,494,071	)		(206,179,954	)		(10,648,389	)		(66,163,688	)
Change in net assets		(67,765,127	)		(21,133,986	)		(4,890,825	)		60,383,952
Net Assets:
Beginning of period		443,213,364			464,347,350			299,631,281			239,247,329
End of period	$	375,448,237		$	443,213,364		$	294,740,456		$	299,631,281
Capital Transactions:
Proceeds from shares issued		88,866,918			189,957,267			72,615,771			143,357,344
Cost of shares redeemed		(185,360,989	)		(396,137,221	)		(83,264,160	)		(209,521,032	)
Change in net assets resulting from capital transactions		(96,494,071	)		(206,179,954	)		(10,648,389	)		(66,163,688	)
Share Transactions:
Issued		1,300,000			3,200,000			1,000,000			2,200,000
Redeemed		(2,750,000	)		(6,700,000	)		(1,150,000	)		(3,300,000	)
Change in Shares		(1,450,000	)		(3,500,000	)		(150,000	)		(1,100,000	)

	VictoryShares USAA MSCI International Value Momentum ETF						VictoryShares USAA MSCI Emerging Markets Value Momentum ETF
	Six Months Ended December 31, 2021 (Unaudited)			Year Ended June 30, 2021			Six Months Ended December 31, 2021 (Unaudited)			Year Ended June 30, 2021
From Investment Activities:
Operations:
Net investment income (loss)	$	4,014,574		$	10,949,323		$	5,457,161		$	7,389,948
Net realized gains (losses) from investments		9,214,255			36,512,318			6,312,447			19,617,138
Net change in unrealized appreciation/depreciation on investments		(9,060,777	)		62,078,654			(21,810,164	)		61,071,078
Change in net assets resulting from operations		4,168,052			109,540,295			(10,040,556	)		88,078,164
Change in net assets resulting from distributions to shareholders		(6,542,244	)		(10,100,636	)		(9,058,794	)		(6,382,157	)
Change in net assets resulting from capital transactions		?			(57,063,375	)		(7,238,988	)		19,002,805
Change in net assets		(2,374,192	)		42,376,284			(26,338,338	)		100,698,812
Net Assets:
Beginning of period		357,380,448			315,004,164			265,590,820			164,892,008
End of period	$	355,006,256		$	357,380,448		$	239,252,482		$	265,590,820
Capital Transactions:
Proceeds from shares issued		?			45,460,436			?			72,396,227
Cost of shares redeemed		?			(102,523,811	)		(7,238,988	)		(53,393,422	)
Change in net assets resulting from capital transactions		?			(57,063,375	)		(7,238,988	)		19,002,805
Share Transactions:
Issued		?			1,100,000			?			1,800,000
Redeemed		?			(2,100,000	)		(150,000	)		(1,050,000	)
Change in Shares		?			(1,000,000	)		(150,000	)		750,000

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return(b)
VictoryShares USAA MSCI USA Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited)	$	65.66		0.55		5.32			5.87			(0.69	)		(0.69	)	$	70.84		8.99	%
Year Ended June 30, 2021	$	45.30		0.81		20.32			21.13			(0.77	)		(0.77	)	$	65.66		47.02	%
Ten Months Ended June 30, 2020(e)	$	50.37		0.72		(4.85	)		(4.13	)		(0.94	)		(0.94	)	$	45.30		(8.31	)%
Year Ended August 31, 2019	$	53.85		1.00		(3.59	)		(2.59	)		(0.89	)		(0.89	)	$	50.37		(4.79	)%
October 24, 2017(f) through August 31, 2018	$	50.19		0.78		3.34			4.12			(0.46	)		(0.46	)	$	53.85		8.23	%
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited)	$	72.20		0.47		1.38			1.85			(0.36	)		(0.36	)	$	73.69		2.57	%
Year Ended June 30, 2021	$	45.57		0.52		26.84			27.36			(0.73	)		(0.73	)	$	72.20		60.47	%
Ten Months Ended June 30, 2020(e)	$	49.54		0.60		(3.74	)		(3.14	)		(0.83	)		(0.83	)	$	45.57		(6.44	)%
Year Ended August 31, 2019	$	57.21		1.00		(7.86	)		(6.86	)		(0.81	)		(0.81	)	$	49.54		(11.99	)%
October 24, 2017(f) through August 31, 2018	$	50.13		0.57		6.81			7.38			(0.30	)		(0.30	)	$	57.21		14.80	%

Victory Portfolios II

Financial Highlights ? continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
VictoryShares USAA MSCI USA Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited)		0.20	%		1.63	%		0.27	%	$	375,448		24	%
Year Ended June 30, 2021		0.20	%		1.47	%		0.27	%	$	443,213		76	%
Ten Months Ended June 30, 2020(e)		0.20	%		1.80	%		0.28	%	$	464,347		66	%
Year Ended August 31, 2019		0.20	%		2.00	%		0.25	%	$	468,445		87	%
October 24, 2017(f) through August 31, 2018		0.20	%		1.76	%		0.25	%	$	398,504		84	%
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited)		0.24	%		1.30	%		0.27	%	$	294,740		34	%
Year Ended June 30, 2021		0.24	%(g)		0.87	%		0.28	%	$	299,631		78	%
Ten Months Ended June 30, 2020(e)		0.25	%		1.53	%		0.31	%	$	239,247		70	%
Year Ended August 31, 2019		0.25	%		1.98	%		0.30	%	$	101,564		88	%
October 24, 2017(f) through August 31, 2018		0.25	%		1.25	%		0.30	%	$	71,517		81	%

			Investment Activities								Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Activities			Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return(b)
VictoryShares USAA MSCI International Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited):	$	49.64		0.56		0.02			0.58			(0.91	)		(0.91	)	$	49.31		1.17	%
Year Ended June 30, 2021	$	38.42		1.28		11.17			12.45			(1.23	)		(1.23	)	$	49.64		32.66	%
Ten Months Ended June 30, 2020(e)	$	43.16		0.83		(4.35	)		(3.52	)		(1.22	)		(1.22	)	$	38.42		(8.39	)%
Year Ended August 31, 2019	$	48.10		1.30		(4.99	)		(3.69	)		(1.25	)		(1.25	)	$	43.16		(7.70	)%
October 24, 2017(f) through August 31, 2018	$	50.08		1.34		(2.64	)		(1.30	)		(0.68	)		(0.68	)	$	48.10		(2.64	)%
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited):	$	52.08		1.10		(3.03	)		(1.93	)		(1.82	)		(1.82	)	$	48.33		(3.69	)%
Year Ended June 30, 2021	$	37.91		1.36		14.10			15.46			(1.29	)		(1.29	)	$	52.08		41.48	%
Ten Months Ended June 30, 2020(e)	$	41.23		0.73		(2.85	)		(2.12	)		(1.20	)		(1.20	)	$	37.91		(5.47	)%
Year Ended August 31, 2019	$	45.58		1.31		(4.73	)		(3.42	)		(0.93	)		(0.93	)	$	41.23		(7.62	)%
October 24, 2017(f) through August 31, 2018	$	49.95		1.17		(5.10	)		(3.93	)		(0.44	)		(0.44	)	$	45.58		(7.95	)%

Victory Portfolios II

Financial Highlights ? continued

For a Share Outstanding Throughout Each Period

	Ratios to Average Net Assets									Supplemental Data
	Net Expenses(c)			Net Investment Income (Loss)(c)			Gross Expenses(c)			Net Assets, End of Period (000's)		Portfolio Turnover(b)(d)
VictoryShares USAA MSCI International Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited):		0.35	%		2.24	%		0.41	%	$	355,006		36	%
Year Ended June 30, 2021		0.35	%		2.86	%		0.42	%	$	357,380		90	%
Ten Months Ended June 30, 2020(e)		0.35	%		2.41	%		0.41	%	$	315,004		62	%
Year Ended August 31, 2019		0.35	%		2.90	%		0.40	%	$	323,693		87	%
October 24, 2017(f) through August 31, 2018		0.35	%		3.12	%		0.40	%	$	307,836		65	%
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF
Six Months Ended December 31, 2021 (Unaudited):		0.45	%		4.46	%		0.55	%	$	239,252		35	%
Year Ended June 30, 2021		0.45	%		2.98	%		0.56	%	$	265,591		95	%
Ten Months Ended June 30, 2020(e)		0.45	%		2.18	%		0.57	%	$	164,892		51	%
Year Ended August 31, 2019		0.45	%		3.00	%		0.50	%	$	169,051		67	%
October 24, 2017(f) through August 31, 2018		0.45	%		2.77	%		0.50	%	$	154,974		58	%

1. Organization:

Victory Portfolios II (the "Trust") is organized as a Delaware statutory trust and the Trust 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 25 funds, 23 of which are Exchange-Traded Funds ("ETFs"), 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 following four Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

Funds (Legal Name)				Funds (Short Name)
VictoryShares USAA MSCI USA Value Momentum ETF				USAA MSCI USA Value Momentum ETF
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF				USAA MSCI USA Small Cap Value Momentum ETF
VictoryShares USAA MSCI International Value Momentum ETF				USAA MSCI International Value Momentum ETF
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF				USAA MSCI Emerging Markets Value Momentum ETF

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 Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' 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 Funds expect 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 Generally Accepted Accounting Principles in the United States of America ("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 Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies under Accounting Standards Codification Topic 946.

Shares of the Funds are listed and traded on the NYSE Arca, Inc. (the "Exchange"). The Funds issue and redeem shares ("Shares") at net asset value ("NAV") only in aggregations of 50,000 shares, (each a "Creation Unit"). Creation Units are issued and redeemed in exchange for a basket of securities included in the respective Fund's Index (the "Deposit Securities"), and/or with the deposit of a specified cash payment (the "Cash Component"), plus a transaction fee. Shares trade on the Exchange at market prices that may be below, at, or above NAV. Shares of a Fund may only be purchased or redeemed by certain financial institutions ("Authorized Participants"). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the distributor. Only Authorized Participants may purchase or redeem the shares directly from a Fund. In addition, shares may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash equal to up to 105% of the market value of the missing Deposit Securities. In each instance of such cash creations or redemptions, transaction fees may be imposed and may be higher than the transaction fees associated with in-kind creations or redemptions.

Each Fund may issue an unlimited number of shares of beneficial interest, with no par value. Shares of each Fund have equal rights and privileges. A purchase (i.e., creation) transaction fee is imposed for

the transfer and other transactional costs associated with the purchase of Creation Units. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units. Variable fees received by each Fund are displayed in the Capital Transactions section of the Statements of Changes in Net Assets as an increase to Capital.

The transaction fees for each Fund are listed below:

	Fee for In-Kind and Cash Purchases and Redemptions		Maximum Additional Variable Charge for Cash Purchases and Redemptions*
USAA MSCI USA Value Momentum ETF	$	500		2.00	%
USAA MSCI USA Small Cap Value Momentum ETF		750		2.00	%
USAA MSCI International Value Momentum ETF		3,000		2.00	%
USAA MSCI Emerging Markets Value Momentum ETF		5,500		2.00	%

* As a percentage of the amount invested.

Investment Valuation:

The Funds record 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 Funds' investments are summarized in the three broad levels listed below:

? Level 1 ? quoted prices in active markets for identical securities

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

? Level 3 ? significant unobservable inputs (including the Funds' own 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 risk associated with entering into those investments.

Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to the Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

Portfolio securities listed or traded on securities exchanges, including ETFs, American Depositary Receipts ("ADRs"), 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 are valued at their NAV. These valuations are typically categorized as Level 1 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.

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 a Fund's NAV is calculated. The Funds use a systematic valuation model, provided daily by an independent third party to fair value its international equity securities. The valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of December 31, 2021, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments:

	Level 1		Level 2		Level 3		Total
USAA MSCI USA Value Momentum ETF
Common Stocks	$	374,214,266	$	?	$	?	$	374,214,266
Collateral for Securities Loaned		2,611,642		?		?		2,611,642
Total	$	376,825,908	$	?	$	?	$	376,825,908
Other Financial Investments^:
Assets:
Futures	$	13,771	$	?	$	?	$	13,771
Total	$	13,771	$	?	$	?	$	13,771
USAA MSCI USA Small Cap Value Momentum ETF
Common Stocks	$	293,680,343	$	?	$	?	$	293,680,343
Rights		?		?		4,130		4,130
Collateral for Securities Loaned		7,404,784		?		?		7,404,784
Total	$	301,085,127	$	?	$	4,130	$	301,089,257
Other Financial Investments^:
Assets:
Futures	$	8,018	$	?	$	?	$	8,018
Total	$	8,018	$	?	$	?	$	8,018
USAA MSCI International Value Momentum ETF
Common Stocks	$	351,836,577	$	1,026,104	$	?	$	352,862,681
Collateral for Securities Loaned		3,009,662		?		?		3,009,662
Total	$	354,846,239	$	1,026,104	$	?	$	355,872,343
Other Financial Investments^:
Assets:
Futures	$	20,556	$	?	$	?	$	20,556
Total	$	20,556	$	?	$	?	$	20,556
USAA MSCI Emerging Markets Value Momentum ETF
Common Stocks	$	236,514,413	$	?	$	1,309,177	$	237,823,590
Collateral for Securities Loaned		2,762,727		?		?		2,762,727
Total	$	239,277,140	$	?	$	1,309,177	$	240,586,317
Other Financial Investments^:
Assets:
Futures	$	11,651	$	?	$	?	$	11,651
Total	$	11,651	$	?	$	?	$	11,651

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

For the six months ended December 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

As of December 31, 2021, there were no significant Level 3 holdings in the fair value hierarchy

Real Estate Investment Trusts ("REITs"):

The Funds 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 Funds or when such information becomes known.

Investment Companies:

Open-End Funds:

The Funds 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 Funds 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 a 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 Funds do 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 Funds' 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. The Funds enter into foreign exchange currency contracts solely for spot or forward hedging purposes, and not for speculative purposes (i.e., the Funds do not enter into such contracts solely for the purpose of earning foreign currency gains). 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 Funds record 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 Funds 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 December 31, 2021, the Funds had no open forward foreign exchange currency contracts.

Futures Contracts:

The Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds had not entered into any futures transactions. In addition, the value of the Funds' futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Funds' 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 Funds is reflected on the Statements 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 Funds are not subject to master netting agreements for futures contracts. As of December 31, 2021, the Funds entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statements of Assets and Liabilities, categorized by risk exposure, as of December 31, 2021:

	Asset
	Variation Margin Receivable on Open Futures Contracts*
Equity Risk Exposure:
USAA MSCI USA Value Momentum ETF	$	13,771
USAA MSCI USA Small Cap Value Momentum ETF		8,018
USAA MSCI International Value Momentum ETF		20,556
USAA MSCI Emerging Markets Value Momentum ETF		11,651

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

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the period ended December 31, 2021:

	Net Realized Gains (Losses) on Derivatives Recognized as a Result of Operations			Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized as a Result of Operations
	Net Realized Gains (Losses) from Futures Contracts			Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts
Equity Risk Exposure:
USAA MSCI USA Value Momentum ETF	$	258,550		$	(32,417	)
USAA MSCI USA Small Cap Value Momentum ETF		(13,092	)		15,069
USAA MSCI International Value Momentum ETF		(67,768	)		57,196
USAA MSCI Emerging Markets Value Momentum ETF		(72,685	)		7,001

All open derivative positions at period end are reflected on each respective Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to each 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.

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

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their 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 Funds' Schedules of Portfolio Investments. The Funds effectively do not have control of the non-cash collateral and therefore it is not disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' 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 Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay 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 Statements 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, a 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 Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of December 31, 2021.

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
USAA MSCI USA Value Momentum ETF	$	2,442,929	$	?	$	2,611,642
USAA MSCI USA Small Cap Value Momentum ETF		6,790,948		?		7,404,784
USAA MSCI International Value Momentum ETF		2,864,892		?		3,009,662
USAA MSCI Emerging Markets Value Momentum ETF		2,617,115		?		2,762,727

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a 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 Funds do 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 Statements 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 Statements of Operations.

Foreign Taxes:

The Funds 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 Funds invest.

Federal Income Taxes:

It is each Fund's policy 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 Funds have a tax year end of June 30.

For the six months ended December 31, 2021, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) and purchases and sales of in-kind transactions for the six months ended December 31, 2021, were as follows. Any realized gains or losses from in-kind redemptions are reflected on the Statements of Operations as Net realized gains (losses) from in-kind redemptions.

	Excluding U.S. Government Securities				Associated with In-Kind Transactions
	Purchases		Sales		Purchases		Sales
USAA MSCI USA Value Momentum ETF	$	97,827,110	$	96,624,071	$	88,394,838	$	184,614,477
USAA MSCI USA Small Cap Value Momentum ETF		105,655,096		103,987,208		72,084,817		83,159,228
USAA MSCI International Value Momentum ETF		125,443,623		126,901,097		?		?
USAA MSCI Emerging Markets Value Momentum ETF		85,161,164		91,760,025		?		3,587,996

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Funds by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. 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 terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below.

	Flat Rate
USAA MSCI USA Value Momentum Index ETF		0.15	%
USAA MSCI USA Small Cap Value Momentum ETF		0.15	%
USAA MSCI International Value Momentum ETF		0.25	%
USAA MSCI Emerging Markets Value Momentum ETF		0.30	%

Amounts incurred and paid to VCM for the six months ended December 31, 2021, are reflected on the Statements of Operations as Investment advisory fees.

Administration and Servicing Fees:

VCM also serves as the Funds' administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios. The tiered rates at which VCM is paid by the Funds are shown in the table below:

Net Assets
Up to $15 billion			$15 billion ? $30 billion			Over $30 billion
	0.08	%, plus		0.05	%, plus		0.04	%

Amounts incurred for the six months ended December 31, 2021, are reflected on the Statements 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 Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the six months ended December 31, 2021, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have 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 USAA Mutual Funds (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the six months ended December 31, 2021, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Citibank serves as the Funds' Transfer Agent. Amounts incurred for the six months ended December 31, 2021, are reflected on the Statements of Operations as Transfer agent fees.

Distributor/Underwriting Services:

Foreside Fund Services, LLC ("Foreside") serves as the Funds' distributor.

Other Fees:

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the six months ended December 31, 2021, are reflected on the Statements of Operations as Custodian fees.

Sidley Austin LLP provides legal services to the Trust.

The Adviser has entered into expense limitation agreements with the Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain Funds in any fiscal year exceed the expense limit for such 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 a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limits (excluding voluntary waivers) are as follows:

	In Effect Until October 31, 2022
USAA MSCI USA Value Momentum ETF		0.20	%
USAA MSCI USA Small Cap Value Momentum ETF		0.25	%
USAA MSCI International Value Momentum ETF		0.35	%
USAA MSCI Emerging Markets Value Momentum ETF		0.45	%

Under the terms of the expense limitation agreements, as amended May 1, 2021, the Funds have 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. Prior to May 1, 2021, the Funds were permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.

As of December 31, 2021, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that repayments are not probable at December 31, 2021.

	Expires 2023		Expires 2024		Expires 2025		Total
USAA MSCI USA Value Momentum ETF	$	197,876	$	169,706	$	56,677	$	424,259
USAA MSCI USA Small Cap Value Momentum ETF		40,487		?		?		40,487
USAA MSCI International Value Momentum ETF		71,346		144,936		42,382		258,664
USAA MSCI Emerging Markets Value Momentum ETF		114,888		195,585		84,196		394,669

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time and are reflected on the Statements of Operations as Expenses waived/reimbursed by Adviser. For the six months ended December 31, 2021, the Adviser voluntarily waived the following amounts:

USAA MSCI USA Value Momentum ETF	$	72,934
USAA MSCI USA Small Cap Value Momentum ETF		47,377
USAA MSCI International Value Momentum ETF		56,860
USAA MSCI Emerging Markets Value Momentum ETF		38,871

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, administrator, fund accountant, sub-administrator, sub-fund accountant, custodian, legal counsel, and distributor.

5. Risks:

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

Equity Risk ? An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

Foreign Securities Risk ? The USAA MSCI Emerging Markets Value Momentum ETF and USAA MSCI International Value Momentum ETF invest in securities of foreign issuers in various countries. Investing on an international basis involves certain risks not involved in domestic investments including the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and diplomatic developments, which could affect the value of a Fund's investments in certain foreign countries. Governments of many countries have exercised, and continue to exercise, substantial influence over many aspects of the private sector through the ownership or control of many companies, including some of the largest in these countries. As a result, government actions in the future could have a significant effect on economic conditions which may adversely affect prices of certain portfolio securities. There is also generally less government supervision and regulation of stock exchanges, brokers and listed companies than in the U.S. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Schedule of Portfolio Investments includes information on each Fund's holdings, including industry and/or geographic composition, as relevant.

Passive Investment Risk ? Each Fund is designed to track its index and is not actively managed. A Fund will not buy or sell shares of an equity security due to current or projected performance of a security, industry or sector, unless that security is added to or removed, respectively, from its index. A Fund does not, therefore, seek returns in excess of its index, and does not attempt to take defensive positions or hedge against potential risks unless such defensive positions are also taken by its index. Different types of investment styles, for example passively managed or actively managed, or growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, a Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or that have different investment styles.

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 28, 2021, with a termination date of June 27, 2022. 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 December 31, 2021, 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 pays a pro-rata portion of the commitment fees plus any interest (one-month London InterBank Offered Rate ("LIBOR") plus one percent, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a

pro-rata portion of the upfront fee. Interest charged to each 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 each Fund during the six months ended December 31, 2021, were as follows:

				Amount Outstanding at December 31, 2021				Average Borrowing*				Days Borrowings Outstanding				Average Interest Rate				Maximum Borrowing During the Period
USAA MSCI Emerging Markets Value Momentum ETF				$	?			$	14,200,000				4				1.15	%			18,000,000

* For the six months ended December 31, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Dividends from net investment income, if any, are declared and paid as noted in the table below. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

	Declared	Paid
USAA MSCI USA Value Momentum ETF	Monthly	Monthly
USAA MSCI USA Small Cap Value Momentum ETF	Monthly	Monthly
USAA MSCI International Value Momentum ETF	Monthly	Monthly
USAA MSCI Emerging Markets Value Momentum ETF	Monthly	Monthly

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 Funds may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending June 30, 2022.

As of June 30, 2021, the Funds had net capital loss carryforwards as shown in the table below. 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		Long-Term		Total
USAA MSCI USA Value Momentum ETF	$	46,215,266	$	27,236,702	$	73,451,968
USAA MSCI USA Small Cap Value Momentum ETF		29,253,603		8,031,372		37,284,975
USAA MSCI International Value Momentum ETF		40,393,661		18,995,460		59,389,121
USAA MSCI Emerging Markets Value Momentum ETF		13,909,530		6,470,588		20,380,118

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent 12 months ended June 30 is available on the SEC's website at www.sec.gov.

Availability of Schedules of Portfolio Investments:

The Trust files a complete list of Schedules of Portfolio Investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC's website at www.sec.gov.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, 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 July 1, 2021, through December 31, 2021.

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 7/1/21		Actual Ending Account Value 12/31/21		Hypothetical Ending Account Value 12/31/21		Actual Expenses Paid During Period 7/1/21- 12/31/21*		Hypothetical Expenses Paid During Period 7/1/21- 12/31/21*		Annualized Expense Ratio During Period 7/1/21- 12/31/21
USAA MSCI USA Value Momentum Index ETF	$	1,000.00	$	1,089.90	$	1,024.20	$	1.05	$	1.02		0.20	%
USAA MSCI USA Small Cap Value Momentum ETF		1,000.00		1,025.70		1,024.00		1.23		1.22		0.24	%

Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of each of the Funds at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds and independent legal counsel to the Independent Trustees.

The Board noted that each Fund assumed the performance of its predecessor fund, that the Adviser became the investment adviser to each Fund on February 26, 2019, and that prior to that date each predecessor fund was managed by a different investment adviser.

The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

? The requirements of the Funds for the services provided by the Adviser;

? The nature, quality and extent of the services provided and expected to be provided;

? The performance of the Funds as compared to comparable funds;

? The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);

? Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

? Fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

? The total expenses of each Fund;

? Management's commitment to operating the Funds at competitive expense levels;

? The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

? Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

? Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

? The capabilities and financial condition of the Adviser;

? Current economic and industry trends; and

? The historical relationship between the Trust and the Adviser.

The Board reviewed each Fund's current management fee in the context of the Adviser's profitability with respect to each Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared each Fund's gross management fee and total expense ratio on a net and gross basis with the median gross management fee and median expense ratio of a universe of comparable exchange-traded funds ("ETFs") compiled by the consultant and a peer group of funds with similar investment strategies selected

by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of each Fund's peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors.

The Board noted that none of the advisory fee arrangements for the Funds included breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.

The Board also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Funds and the Trust.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board also found that each Fund's net annual expense ratio was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over the one-year period against the performance of the Fund's selected peer group and benchmark index, noting that each Fund's investment objective is to track its benchmark index before fees and expenses. The Board recognized that the performance of each Fund is net of expenses, while the performance of each benchmark index reflects gross returns, and as a result, each Fund will generally underperform its benchmark index due to fees and expenses. The Board also considered each Fund's tracking error as a factor in evaluating performance.

The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

VictoryShares USAA MSCI USA Value Momentum ETF

Noting that the Fund commenced operations in 2017, the Board compared the Fund's one-year and three-year performance for the periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for both of the periods reviewed, outperformed the peer group median for the one-year period and underperformed the peer group median for the three-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable ETFs; (2) the Fund's total expense ratio compared to comparable ETFs; (3) that the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) that the Fund's performance in relation to its benchmark index and peer group was within an acceptable range, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

VictoryShares USAA MSCI USA Small Cap Value Momentum ETF

Noting that the Fund commenced operations in 2017, the Board compared the Fund's one-year and three-year performance for the periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for both of the periods reviewed.

VictoryShares USAA MSCI International Value Momentum ETF

Noting that the Fund commenced operations in 2017, the Board compared the Fund's one-year and three-year performance for the periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for both of the periods reviewed, outperformed the peer group median for the one-year period and underperformed the peer group median for the three-year period.

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF

Noting that the Fund commenced operations in 2017, the Board compared the Fund's one-year and three-year performance for the periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for both of the periods reviewed, outperformed the peer group median for the one-year period and underperformed the peer group median for the three-year period.

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

? The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies, to the extent applicable;

? The nature, quality and extent of the investment advisory services provided by the Adviser;

? The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

? The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

? The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

? The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

Investment Objective & Portfolio Holdings (Unaudited)					2
Schedules of Portfolio Investments
VictoryShares USAA MSCI USA Value Momentum ETF					6
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF					12
VictoryShares USAA MSCI International Value Momentum ETF					25
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF					38
Financial Statements
Statements of Assets and Liabilities					50
Statements of Operations					52
Statements of Changes in Net Assets					54
Financial Highlights					56
Notes to Financial Statements					60
Supplemental Information (Unaudited)					71
Proxy Voting and Portfolio Holdings Information					71
Expense Examples					71
Advisory Contract Approval					73
Privacy Policy (inside back cover)

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