485BPOS
 
May 1, 2022
Prospectus 
Victory RS Growth Fund
 
Class A
Class C
Class I
Class R
Class R6
Class Y
 
RSGRX
RGWCX
—
RSGKX
—
RGRYX
Victory RS Mid Cap Growth Fund
 
Class A
Class C
Class I
Class R
Class R6
Class Y
 
RSMOX
RMOCX
—
RSMKX
RMORX
RMOYX
Victory RS Science and Technology Fund
 
Class A
Class C
Class I
Class R
Class R6
Class Y
 
RSIFX
RINCX
—
RIFKX
—
RIFYX
Victory RS Select Growth Fund
 
Class A
Class C
Class I
Class R
Class R6
Class Y
 
RSDGX
RSGFX
—
RSDKX
RSSRX
RSSYX
Victory RS Small Cap Equity Fund
 
Class A
Class C
Class I
Class R
Class R6
Class Y
 
GPSCX
RSCCX
—
RSCKX
—
RSCYX
Victory RS Small Cap Growth Fund
 
Class A
Class C
Class I
Class R
Class R6
Class Y
 
RSEGX
REGWX
—
RSEKX
RSEJX
RSYEX
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
www.vcm.com
800-539-FUND (800-539-3863)
 
RS Growth Fund Summary
Investment Objective
The Victory RS Growth Fund (the “Fund”) seeks to provide long-term capital growth.
Fund Fees and Expenses
The table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 49 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
Shareholder Fees
(fees paid directly from your investment) 
 
Class A
Class C
Class R
Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
5.75%
None
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of purchase or sale price)
None1
1.00%2
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 
Management Fees
0.75%
0.75%
0.75%
0.75%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
0.50%
0.00%
Other Expenses
0.17%
0.24%
0.46%
0.16%
Total Annual Fund Operating Expenses
1.17%
1.99%
1.71%
0.91%
Fee Waiver/Expense Reimbursement3
(0.07)%
(0.06)%
0.00%
(0.08)%
Total Annual Fund Operating Expenses After Fee Waiver
and/or Expense Reimbursement3
1.10%
1.93%
1.71%
0.83%
1
A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section titled Choosing a Share Class.
2
Applies to shares sold within 12 months of purchase.
3
Victory Capital Management Inc., the Fund’s investment adviser, (“Adviser”) has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 1.10%,1.93%, 1.71% and 0.83% of Class A, Class C, Class R and Class Y shares, respectively, through at least April 30, 2023. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the date of the waiver or reimbursement, 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. This agreement may only be terminated by the Fund’s Board of Trustees.
Example:
The following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in
1
RS Growth Fund Summary
place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 
 
1 Year
3 Years
5 Years
10 Years
Class A
$681
$919
$1,175
$1,908
Class C
$296
$619
$1,067
$2,312
Class R
$174
$539
$928
$2,019
Class Y
$85
$282
$496
$1,112
The following example makes the same assumptions as the example above, except that it assumes you do not sell your Class C shares at the end of the period. 
 
1 Year
3 Years
5 Years
10 Years
Class C
$196
$619
$1,067
$2,312
The example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. For the most recent fiscal year, the Fund’s portfolio turnover rate was 62% of the average value of its portfolio.
Principal Investment Strategy
The Adviser pursues the Fund’s investment objective by investing, under normal circumstances, principally in equity securities of companies considered by the Fund’s investment team (at the time of purchase) to be large-cap companies. The Fund’s investment team currently considers a company to be large-cap if its market capitalization is at least $5 billion. The Fund typically invests in equity securities of U.S. companies but may also invest any portion of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”).
The Adviser employs both fundamental analysis and quantitative screening in seeking to identify companies it believes will produce sustainable earnings growth over a multi-year horizon. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, innovative products or services, defensible competitive advantages, growing market share, and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the Adviser’s expectation of the potential reward relative to risk of each security based in part on its proprietary earnings calculations.
The Adviser regularly reviews the Fund’s investments and will sell securities when the Adviser believes the securities are no longer attractive because (1) of a deterioration in rank of the security in accordance with the Adviser’s process, (2) of price appreciation, (3) of a change in the fundamental outlook of the company or (4) other investments available are considered to be more attractive.
As a result of the Adviser’s investment process, the Fund’s investments may be focused in one or more economic sectors from time to time, including the information technology sector.
Principal Risks
The Fund’s investments are subject to the following principal risks:
2
RS Growth Fund Summary
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Mid-Capitalization Stock Risk — Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Large-Capitalization Stock Risk — The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.
Sector Focus Risk — While the Fund reserves the right to dynamically allocate its assets across economic sectors, listed below are some of the risks associated with investments in the sectors in which the Fund has made significant investments as of the date of this Prospectus. Market or economic factors impacting those sectors could have a significant effect on the value of the Fund’s investments and could make the Fund’s performance more volatile.
◼
Information Technology Risk — Information Technology companies tend to significantly rely on technological events or advances in their product development, production or operations and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition.
Investment Style Risk — Different types of investment styles, for example 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, the 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.
Management Risk — The portfolio managers may not execute the Fund's principal investment strategy effectively.
3
RS Growth Fund Summary
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
Investment Performance
The bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund’s calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund’s average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance, which have characteristics relevant to the Fund’s investment strategy. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures and reflects any expense limitations in effect during the periods shown. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.
Performance information for the Fund’s Class A, C, R and Y shares prior to July 30, 2016 reflects the historical performance of, respectively, the Class A, C, K and Y shares of the RS Growth Fund, a series of RS Investment Trust (the predecessor to the Fund managed by RS Investment Management Co. LLC) (the “predecessor fund”). The Fund’s performance has not been restated to reflect any differences in
expenses paid by the predecessor fund and those paid by the Fund.
4
RS Growth Fund Summary
Calendar Year Returns for Class A Shares
(Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.)
  
During the periods shown in the chart:
Returns
Quarter ended
Highest Quarter
28.95%
June 30, 2020
Lowest Quarter
-18.89%
December 31, 2018
 
Average Annual Total Returns
(For the Periods Ended December 31, 2021)
1 Year
5 Years
10 Years
CLASS A Before Taxes
13.04%
19.57%
16.67%
CLASS A After Taxes on Distributions
10.38%
16.83%
14.46%
CLASS A After Taxes on Distributions and Sale of Fund Shares
8.92%
15.13%
13.33%
CLASS C Before Taxes
17.95%
19.99%
16.38%
CLASS R Before Taxes
19.17%
20.26%
16.66%
CLASS Y Before Taxes
20.22%
21.31%
17.68%
Index
Russell 1000® Growth Index
reflects no deduction for fees, expenses or taxes
27.60%
25.32%
19.79%
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for only one share class. The after-tax returns for other classes will vary.
5
RS Growth Fund Summary
Management of the Fund
Investment Adviser
Victory Capital Management Inc. (“Adviser”) serves as the Fund’s investment adviser. The portfolio managers jointly and primarily responsible for day-to-day management of the Fund are members of the Adviser's RS Investments investment franchise.
Investment Team 
 
Title
Tenure with the Fund
D. Scott Tracy, CFA
Chief Investment Officer
Since 2009
Stephen J. Bishop
Portfolio Manager
Since 2009
Melissa Chadwick-Dunn
Portfolio Manager
Since 2009
Christopher W. Clark, CFA
Portfolio Manager
Since 2014
Paul Leung, CFA
Portfolio Manager
Since 2018
Purchase and Sale of Fund Shares 
Investment Minimums
Class A
Class C
Class R
Class Y
Minimum Initial Investment
$2,500
$2,500
None
$1,000,000
Minimum Subsequent Investments
$50
$50
None
None
For Class A  and Class C shares a $1,000 minimum initial purchase amount and a $50 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, and purchases through automatic investment plans.
Certain broker-dealers and other financial intermediaries (such as a bank) may establish higher or lower minimum initial and subsequent investment amounts to which you may be subject if you invest through them.
You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.
When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (“NAV”) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.
Tax Information
The Fund’s distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
6
RS Mid Cap Growth Fund Summary
Investment Objective
The Victory RS Mid Cap Growth Fund (the “Fund”) seeks to provide long-term capital growth.
Fund Fees and Expenses
The table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 49 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
Shareholder Fees
(fees paid directly from your investment) 
 
Class A
Class C
Class R
Class R6
Class Y
Maximum Sales Charge (Load) Imposed on
Purchases
(as a percentage of offering price)
5.75%
None
None
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of purchase or
sale price)
None1
1.00%2
None
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 
Management Fees
0.85%
0.85%
0.85%
0.85%
0.85%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
0.50%
0.00%
0.00%
Other Expenses
0.23%
0.19%
0.58%
0.13%
0.24%
Total Annual Fund Operating Expenses
1.33%
2.04%
1.93%
0.98%
1.09%
Fee Waiver/Expense Reimbursement3
(0.13)%
0.00%
(0.13)%
(0.04)%
(0.14)%
Total Annual Fund Operating Expenses After
Fee Waiver and/or Expense Reimbursement3
1.20%
2.04%
1.80%
0.94%
0.95%
1
A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section titled Choosing a Share Class.
2
Applies to shares sold within 12 months of purchase.
3
Victory Capital Management Inc., the Fund’s investment adviser, (“Adviser”) has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 1.20%, 2.11%, 1.80%, 0.94% and 0.95% of Class A, Class C, Class R, Class R6 and Class Y shares, respectively, through at least April 30, 2023. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the date of the waiver or reimbursement, 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. This agreement may only be terminated by the Fund’s Board of Trustees.
Example:
The following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in
7
RS Mid Cap Growth Fund Summary
place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 
 
1 Year
3 Years
5 Years
10 Years
Class A
$690
$960
$1,250
$2,074
Class C
$307
$640
$1,098
$2,369
Class R
$183
$594
$1,030
$2,243
Class R6
$96
$308
$538
$1,198
Class Y
$97
$333
$587
$1,316
The following example makes the same assumptions as the example above, except that it assumes you do not sell your Class C shares at the end of the period. 
 
1 Year
3 Years
5 Years
10 Years
Class C
$207
$640
$1,098
$2,369
The example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. For the most recent fiscal year, the Fund’s portfolio turnover rate was 90% of the average value of its portfolio.
Principal Investment Strategy
The Adviser pursues the Fund’s investment objective by investing, under normal circumstances, at least 80% of its assets in securities of companies considered by the Adviser to be (at the time of purchase) mid-capitalization companies. The Fund principally invests in equity securities. The Fund typically invests in equity securities of U.S. companies but will also invest any portion of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”).
A company is considered to be a mid-capitalization company if it has a market capitalization of between $1 billion and 120% of the market capitalization of the largest company included in the Russell Midcap® Index (“Index”) (currently, approximately $73.7 billion, based on the size of the largest company in the Index on March 31, 2022). The size of companies in the Index changes with market conditions and the composition of the Index.
The Adviser employs both fundamental analysis and quantitative screening in seeking to identify companies that it believes will produce sustainable earnings growth over a multi-year horizon. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, innovative products or services, defensible competitive advantages, growing market share, and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the Adviser’s expectation of the potential reward relative to risk of each security based in part on its proprietary earnings calculations.
8
RS Mid Cap Growth Fund Summary
The Adviser regularly reviews the Fund’s investments and will sell securities when the Adviser believes the securities are no longer attractive because (1) of a deterioration in rank of the security in accordance with the Adviser’s process, (2) of price appreciation, (3) of a change in the fundamental outlook of the company or (4) other investments available are considered to be more attractive.
As a result of the Adviser’s investment process, the Fund’s investments may be focused in one or more economic sectors from time to time, including the information technology sector.
Principal Risks
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Mid-Capitalization Stock Risk — Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Sector Focus Risk — While the Fund reserves the right to dynamically allocate its assets across economic sectors, listed below are some of the risks associated with investments in the sectors in which the Fund has made significant investments as of the date of this Prospectus. Market or economic factors impacting those sectors could have a significant effect on the value of the Fund’s investments and could make the Fund’s performance more volatile.
◼
Information Technology Risk — Information Technology companies tend to significantly rely on technological events or advances in their product development, production or operations and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition.
9
RS Mid Cap Growth Fund Summary
Investment Style Risk — Different types of investment styles, for example 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, the 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.
Management Risk — The portfolio managers may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
Investment Performance
The bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund’s calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund’s average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance, which have characteristics relevant to the Fund’s investment strategy. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures and reflects any expense limitations in effect during the periods shown. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.
Performance information for the Fund’s Class A, C, R and Y shares prior to July 30, 2016 reflects the historical performance of, respectively, the Class A, C, K and Y shares of the RS Mid Cap Growth Fund, a series of RS Investment Trust (the predecessor to the Fund managed by RS Investment Management Co. LLC) (the “predecessor fund”). The Fund’s performance has not been restated to reflect any
differences in expenses paid by the predecessor fund and those paid by the Fund.
10
RS Mid Cap Growth Fund Summary
Calendar Year Returns for Class A Shares
(Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.)
  
During the periods shown in the chart:
Returns
Quarter ended
Highest Quarter
30.84%
June 30, 2020
Lowest Quarter
-19.84%
March 31, 2020
 
Average Annual Total Returns
(For the Periods Ended December 31, 2021)
1 Year
5 Years
10 Years
(or Life
of Class)
CLASS A Before Taxes
-1.33%
13.73%
13.56%
CLASS A After Taxes on Distributions
-9.26%
10.12%
11.74%
CLASS A After Taxes on Distributions and Sale of Fund Shares
2.75%
9.76%
10.76%
CLASS C Before Taxes
3.06%
14.05%
13.21%
CLASS R Before Taxes
4.09%
14.41%
13.60%
CLASS R6 Before Taxes
4.95%
15.39%
15.60%1
CLASS Y Before Taxes
4.96%
15.37%
14.52%
Index
Russell Midcap® Growth Index
reflects no deduction for fees, expenses or taxes
12.73%
19.83%
16.63%
1
Inception date of Class R6 is November 15, 2016.
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for only one share class. The after-tax returns for other classes will vary.
11
RS Mid Cap Growth Fund Summary
Management of the Fund
Investment Adviser
Victory Capital Management Inc. (“Adviser”) serves as the Fund’s investment adviser. The portfolio managers jointly and primarily responsible for day-to-day management of the Fund are members of the Adviser's RS Investments investment franchise.
Investment Team 
 
Title
Tenure with the Fund
D. Scott Tracy, CFA
Chief Investment Officer
Since 2008
Stephen J. Bishop
Portfolio Manager
Since 2008
Melissa Chadwick-Dunn
Portfolio Manager
Since 2008
Christopher W. Clark, CFA
Portfolio Manager
Since 2014
Paul Leung, CFA
Portfolio Manager
Since 2018
Purchase and Sale of Fund Shares 
Investment Minimums
Class A
Class C
Class R
Class R6
Class Y
Minimum Initial Investment
$2,500
$2,500
None
None
$1,000,000
Minimum Subsequent Investments
$50
$50
None
None
None
For Class A  and Class C shares a $1,000 minimum initial purchase amount and a $50 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, and purchases through automatic investment plans.
Certain broker-dealers and other financial intermediaries (such as a bank) may establish higher or lower minimum initial and subsequent investment amounts to which you may be subject if you invest through them.
You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.
When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (“NAV”) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.
Tax Information
The Fund’s distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services for investments in all classes except Class R6. These payments may create a conflict of interest by influencing the financial intermediary and its financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
12
RS Science and Technology Fund Summary
Investment Objective
The Victory RS Science and Technology Fund (the “Fund”) seeks to provide long-term capital growth.
Fund Fees and Expenses
The table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 49 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
Shareholder Fees
(fees paid directly from your investment) 
 
Class A
Class C
Class R
Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
5.75%
None
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of purchase or sale price)
None1
1.00%2
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 
Management Fees
1.00%
1.00%
1.00%
1.00%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
0.50%
0.00%
Other Expenses
0.22%
0.28%
0.43%
0.21%
Total Annual Fund Operating Expenses3
1.47%
2.28%
1.93%
1.21%
1
A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section titled Choosing a Share Class.
2
Applies to shares sold within 12 months of purchase.
3
Victory Capital Management Inc., the Fund’s investment adviser, (“Adviser”) has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 1.49%, 2.28%, 1.93% and 1.24% of Class A, Class C, Class R and Class Y shares, respectively, through at least April 30, 2023. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the date of the waiver or reimbursement, 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. This agreement may only be terminated by the Fund’s Board of Trustees.
Example:
The following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in
13
RS Science and Technology Fund Summary
place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 
 
1 Year
3 Years
5 Years
10 Years
Class A
$716
$1,013
$1,332
$2,231
Class C
$331
$712
$1,220
$2,615
Class R
$196
$606
$1,042
$2,254
Class Y
$123
$384
$665
$1,466
The following example makes the same assumptions as the example above, except that it assumes you do not sell your Class C shares at the end of the period. 
 
1 Year
3 Years
5 Years
10 Years
Class C
$231
$712
$1,220
$2,615
The example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. For the most recent fiscal year, the Fund’s portfolio turnover rate was 46% of the average value of its portfolio.
Principal Investment Strategy
The Adviser pursues the Fund’s investment objective by investing, under normal circumstances, at least 80% of its assets in science and/or technology companies. The Fund principally invests in equity securities and may invest in companies of any size. The Fund typically invests in equity securities of U.S. companies but may also invest any portion of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”).
The Adviser performs in-depth analysis in search of what it believes are innovative companies that drive market share gains in technology, leading to sustainable earnings growth and long-term stock price appreciation. The Adviser employs both fundamental analysis and quantitative screening to identify potential investment candidates with greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share, and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the potential reward relative to risk of each security based in part on the Adviser’s proprietary earnings calculations.
A particular company will be considered to be a science or technology company if the Adviser determines that it applies scientific or technological developments or discoveries to grow its business or increase its competitive advantage. Science and technology companies also include companies whose products, processes or services, in the opinion of the Adviser, are being, or are expected to be, significantly benefited by the use or commercial application of scientific or technological developments or discoveries. The Fund also invests in companies that utilize science and/or technology as an agent of change to significantly enhance their business opportunities.
14
RS Science and Technology Fund Summary
The Adviser regularly reviews the Fund’s investments and will sell securities when the Adviser believes the securities are no longer attractive because (1) of a deterioration in rank of the security in accordance with the Adviser’s process, (2) of price appreciation, (3) of a change in the fundamental outlook of the company or (4) other investments available are considered to be more attractive.
Principal Risks
The Fund’s investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Science and Technology Investment Risk – Investments in science and technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many science and technology companies are small or mid-sized companies and may be newly organized.
Concentration Risk – Concentrating investments in the science and technology related sectors increases the risk of loss because the stocks of many or all of the companies in the sectors may decline in value due to developments adversely affecting the sectors. In addition, investors may buy or sell substantial amounts of the Fund’s shares in response to factors affecting or expected to affect the sectors, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they cause the Fund’s cash position or cash requirements to exceed normal levels.
Smaller-Capitalization Stock Risk — Small- and mid-sized companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Large-Capitalization Stock Risk — The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made
15
RS Science and Technology Fund Summary
in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Investment Style Risk — Different types of investment styles, for example 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, the 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.
Liquidity Risk — Lack of a ready market or restrictions on resale may limit the ability of the Fund to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in an investment that is large relative to the typical trading volume for that investment, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Illiquid investments and relatively less liquid investments may also be difficult to value. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests or to raise cash to pursue other investment opportunities, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions, which may adversely affect the Fund.
Management Risk — The portfolio managers may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
Investment Performance
The bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund’s calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund’s average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance, which have characteristics relevant to the Fund’s investment strategy. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures and reflects any expense limitations in effect during the periods shown. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.
Performance information for the Fund’s Class A, C, R and Y shares prior to July 30, 2016 reflects the historical performance of, respectively, the Class A, C, K and Y shares of the RS Technology Fund, a series of RS Investment Trust (the predecessor to the Fund managed by RS Investment Management Co. LLC) (the “predecessor fund”). The Fund’s performance has not been restated to reflect any differences in expenses paid by the predecessor fund and those paid by the Fund.
Calendar Year Returns for Class A Shares
(Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.)
16
RS Science and Technology Fund Summary
  
During the periods shown in the chart:
Returns
Quarter ended
Highest Quarter
42.53%
June 30, 2020
Lowest Quarter
-21.54%
December 31, 2018
 
Average Annual Total Returns
(For the Periods Ended December 31, 2021)
1 Year
5 Years
10 Years
CLASS A Before Taxes
-14.47%
23.09%
18.91%
CLASS A After Taxes on Distributions
-17.34%
19.32%
15.12%
CLASS A After Taxes on Distributions and Sale of Fund Shares
-6.68%
17.71%
14.29%
CLASS C Before Taxes
-10.75%
23.56%
18.66%
CLASS R Before Taxes
-9.66%
23.99%
19.07%
CLASS Y Before Taxes
-9.04%
24.85%
19.93%
Indices
S&P North American Technology Sector Index
reflects no deduction for fees, expenses or taxes
26.40%
29.99%
23.54%
S&P 500® Index
reflects no deduction for fees, expenses or taxes
28.71%
18.47%
16.55%
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one share class. The after-tax returns for other classes will vary.
Management of the Fund
Investment Adviser
Victory Capital Management Inc. (“Adviser”) serves as the Fund’s investment adviser. The portfolio managers jointly and primarily responsible for day-to-day management of the Fund are members of the Adviser's RS Investments investment franchise.
17
RS Science and Technology Fund Summary
Investment Team 
 
Title
Tenure with the Fund
Stephen J. Bishop
Portfolio Manager
Since 2001
Christopher W. Clark, CFA
Portfolio Manager
Since 2016
Paul Leung, CFA
Portfolio Manager
Since 2016
Purchase and Sale of Fund Shares 
Investment Minimums
Class A
Class C
Class R6
Class Y
Minimum Initial Investment
$2,500
$2,500
None
$1,000,000
Minimum Subsequent Investments
$50
$50
None
None
For Class A  and Class C shares a $1,000 minimum initial purchase amount and a $50 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, and purchases through automatic investment plans.
Certain broker-dealers and other financial intermediaries (such as a bank) may establish higher or lower minimum initial and subsequent investment amounts to which you may be subject if you invest through them.
You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.
When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (“NAV”) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.
Tax Information
The Fund’s distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
18
RS Select Growth Fund Summary
Investment Objective
The Victory RS Select Growth Fund (the “Fund”) seeks to provide long-term capital growth.
Fund Fees and Expenses
The table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 49 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
Shareholder Fees
(fees paid directly from your investment) 
 
Class A
Class C
Class R
Class R6
Class Y
Maximum Sales Charge (Load) Imposed on
Purchases
(as a percentage of offering price)
5.75%
None
None
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of purchase or
sale price)
None1
1.00%2
None
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 
Management Fees
1.00%
1.00%
1.00%
1.00%
1.00%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
0.50%
0.00%
0.00%
Other Expenses
0.23%
0.24%
0.68%
0.83%
0.21%
Total Annual Fund Operating Expenses
1.48%
2.24%
2.18%
1.83%
1.21%
Fee Waiver/Expense Reimbursement3
(0.08)%
(0.06)%
(0.27)%
(0.77)%
(0.07)%
Total Annual Fund Operating Expenses After
Fee Waiver and/or Expense Reimbursement3
1.40%
2.18%
1.91%
1.06%
1.14%
1
A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section titled Choosing a Share Class.
2
Applies to shares sold within 12 months of purchase.
3
Victory Capital Management Inc., the Fund’s investment adviser, (“Adviser”) has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 1.40%, 2.18%, 1.91%, 1.06% and 1.14% of Class A, Class C, Class R, Class R6 and Class Y shares, respectively, through at least April 30, 2023. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the date of the waiver or reimbursement, 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. This agreement may only be terminated by the Fund’s Board of Trustees.
Example:
The following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in
19
RS Select Growth Fund Summary
place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 
 
1 Year
3 Years
5 Years
10 Years
Class A
$709
$1,009
$1,329
$2,235
Class C
$321
$695
$1,194
$2,570
Class R
$194
$656
$1,145
$2,492
Class R6
$108
$501
$919
$2,085
Class Y
$116
$377
$658
$1,460
The following example makes the same assumptions as the example above, except that it assumes you do not sell your Class C shares at the end of the period. 
 
1 Year
3 Years
5 Years
10 Years
Class C
$221
$695
$1,194
$2,570
The example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. For the most recent fiscal year, the Fund’s portfolio turnover rate was 75% of the average value of its portfolio.
Principal Investment Strategy
The Adviser pursues the Fund’s investment objective by investing, under normal circumstances, in a portfolio of small- and mid-capitalization growth-oriented companies. The Fund typically invests in equity securities of U.S. companies but may also invest any portion of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”).
The Fund principally invests in equity securities of companies with market capitalizations (at the time of purchase) less than $8 billion or 120% of the market capitalization of the largest company included in the Russell 2500® Index (“Index”) (currently, approximately $48.0 billion, based on the size of the largest company in the Index on March 31, 2022), whichever is greater. The size of companies in the Index changes with market conditions and the composition of the Index. The Fund may hold investments in companies whose market capitalizations fall outside these parameters due to changes in market values of those companies after the Fund’s investment in those companies.
The Adviser employs both fundamental analysis and quantitative screening in seeking to identify companies that it believes will produce sustainable earnings growth over a multi-year horizon. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, innovative products or services, defensible competitive advantages, growing market share, and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the Adviser’s expectation of the potential reward relative to risk of each security based in part on the investment team’s proprietary earnings calculations.
20
RS Select Growth Fund Summary
The Adviser regularly reviews the Fund’s investments and will sell securities when the Adviser believes the securities are no longer attractive because (1) of a deterioration in rank of the security in accordance with the Adviser’s process, (2) of price appreciation, (3) of a change in the fundamental outlook of the company or (4) other investments available are considered to be more attractive.
As a result of the Adviser’s investment process, the Fund’s investments may be focused in one or more economic sectors from time to time, including the information technology sector.
Principal Risks
The Fund’s investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Smaller-Capitalization Stock Risk — Small- and mid-sized companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Limited Portfolio Risk — To the extent the Fund invests its assets in a more limited number of issuers than many other funds, a decline in the market value of a particular security may affect the Fund's value more than if the Fund invested in a larger number of issuers.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Sector Focus Risk — While the Fund reserves the right to dynamically allocate its assets across economic sectors, listed below are some of the risks associated with investments in the sectors in which the Fund has made significant investments as of the date of this Prospectus. Market or economic factors impacting those sectors could have a significant effect on the value of the Fund’s investments and could make the Fund’s performance more volatile.
21
RS Select Growth Fund Summary
◼
Information Technology Risk — Information Technology companies tend to significantly rely on technological events or advances in their product development, production or operations and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition.
Liquidity Risk — Lack of a ready market or restrictions on resale may limit the ability of the Fund to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in an investment that is large relative to the typical trading volume for that investment, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Illiquid investments and relatively less liquid investments may also be difficult to value. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests or to raise cash to pursue other investment opportunities, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions, which may adversely affect the Fund.
Investment Style Risk — Different types of investment styles, for example 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, the 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.
Management Risk — The portfolio managers may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
Investment Performance
The bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund’s calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund’s average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance, which have characteristics relevant to the Fund’s investment strategy. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures and reflects any expense limitations in effect during the periods shown. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.
Performance information for the Fund’s Class A, C, R and Y shares prior to July 30, 2016 reflects the historical performance of, respectively, the Class A, C, K and Y shares of the RS Select Growth Fund, a series of RS Investment Trust (the predecessor to the Fund managed by RS Investment Management Co. LLC) (the “predecessor fund”). The Fund’s performance has not been restated to reflect any
differences in expenses paid by the predecessor fund and those paid by the Fund.
22
RS Select Growth Fund Summary
Calendar Year Returns for Class A Shares
(Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.)
  
During the periods shown in the chart:
Returns
Quarter ended
Highest Quarter
32.54%
June 30, 2020
Lowest Quarter
-21.84%
December 31, 2018
 
Average Annual Total Returns
(For the Periods Ended December 31, 2021)
1 Year
5 Years
10 Years
(or Life
of Class)
CLASS A Before Taxes
0.75%
14.04%
13.00%
CLASS A After Taxes on Distributions
-4.85%
8.85%
9.90%
CLASS A After Taxes on Distributions and Sale of Fund Shares
4.07%
10.10%
10.06%
CLASS C Before Taxes
5.30%
14.49%
12.78%
CLASS R Before Taxes
6.31%
14.81%
13.05%
CLASS R6 Before Taxes
7.23%
15.78%
15.84%1
CLASS Y Before Taxes
7.15%
15.69%
13.97%
Indices
Russell 2500™ Growth Index
reflects no deduction for fees, expenses or taxes
5.04%
17.65%
15.75%
Russell 2000® Growth Index
reflects no deduction for fees, expenses or taxes
2.83%
14.53%
14.14%
1
Inception date of Class R6 is November 15, 2016.
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for only one share class. The after-tax returns for other classes will vary.
23
RS Select Growth Fund Summary
Management of the Fund
Investment Adviser
Victory Capital Management Inc. (“Adviser”) serves as the Fund’s investment adviser. The portfolio managers jointly and primarily responsible for day-to-day management of the Fund are members of the Adviser's RS Investments investment franchise.
Investment Team 
 
Title
Tenure with the Fund
D. Scott Tracy, CFA
Chief Investment Officer
Since 2007
Stephen J. Bishop
Portfolio Manager
Since 2007
Melissa Chadwick-Dunn
Portfolio Manager
Since 2007
Christopher W. Clark, CFA
Portfolio Manager
Since 2014
Paul Leung, CFA
Portfolio Manager
Since 2018
Purchase and Sale of Fund Shares 
Investment Minimums
Class A
Class C
Class R
Class R6
Class Y
Minimum Initial Investment
$2,500
$2,500
None
None
$1,000,000
Minimum Subsequent Investments
$50
$50
None
None
None
For Class A  and Class C shares a $1,000 minimum initial purchase amount and a $50 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, and purchases through automatic investment plans.
Certain broker-dealers and other financial intermediaries (such as a bank) may establish higher or lower minimum initial and subsequent investment amounts to which you may be subject if you invest through them.
You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.
When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (“NAV”) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.
Tax Information
The Fund’s distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services for investments in all classes except Class R6. These payments may create a conflict of interest by influencing the financial intermediary and its financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
24
RS Small Cap Equity Fund Summary
Investment Objective
The Victory RS Small Cap Equity Fund (the “Fund”) seeks to provide long-term capital growth.
Fund Fees and Expenses
The table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 49 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
Shareholder Fees
(fees paid directly from your investment) 
 
Class A
Class C
Class R
Class Y
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
5.75%
None
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of purchase or sale price)
None1
1.00%2
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 
Management Fees
0.75%
0.75%
0.75%
0.75%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
0.50%
0.00%
Other Expenses
0.25%
2.57%
0.64%
0.35%
Total Annual Fund Operating Expenses
1.25%
4.32%
1.89%
1.10%
Fee Waiver/Expense Reimbursement3
0.00%
(2.22)%
(0.14)%
0.00%
Total Annual Fund Operating Expenses After Fee Waiver
and/or Expense Reimbursement3
1.25%
2.10%
1.75%
1.10%
1
A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section titled Choosing a Share Class.
2
Applies to shares sold within 12 months of purchase.
3
Victory Capital Management Inc., the Fund’s investment adviser, (“Adviser”) has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 1.35%, 2.10%, 1.75% and 1.10% of Class A, Class C, Class R and Class Y shares, respectively, through at least April 30, 2023. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the date of the waiver or reimbursement, 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. This agreement may only be terminated by the Fund’s Board of Trustees.
Example:
The following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in
25
RS Small Cap Equity Fund Summary
place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 
 
1 Year
3 Years
5 Years
10 Years
Class A
$695
$949
$1,222
$1,999
Class C
$313
$1,108
$2,015
$4,338
Class R
$178
$580
$1,008
$2,200
Class Y
$112
$350
$606
$1,340
The following example makes the same assumptions as the example above, except that it assumes you do not sell your Class C shares at the end of the period. 
 
1 Year
3 Years
5 Years
10 Years
Class C
$213
$1,108
$2,015
$4,338
The example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. For the most recent fiscal year, the Fund’s portfolio turnover rate was 113% of the average value of its portfolio.
Principal Investment Strategy
The Adviser pursues the Fund’s investment objective by investing, under normal circumstances, at least 80% of its assets in equity securities of small-capitalization companies, which may include common stocks, preferred stocks, or other securities convertible into common stock. The Fund typically invests in equity securities of U.S. companies but may also invest any portion of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”).
The Adviser currently considers a company to be a small-capitalization company if its market capitalization (at the time of purchase) is less than $3 billion or 120% of the market capitalization of the largest company included in the Russell 2000® Index (“Index”) (currently, approximately $17.8 billion, based on the size of the largest company in the Index on March 31, 2022), whichever is greater. The size of companies in the Index changes with market conditions and the composition of the Index.
The Adviser employs both fundamental analysis and quantitative screening in seeking to identify companies that the Adviser believes will produce sustainable earnings growth over a multi-year horizon. The Fund typically invests in 30 to 40 companies. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, innovative products or services, defensible competitive advantages, growing market share, and experienced management teams. The Adviser seeks to categorize each potential investment based on its view of a company’s stage of development on a spectrum that identifies companies as promising, developing, or proven. Valuation is an integral part of the growth investment process. Purchase decisions are based on the Adviser’s expectation of the potential reward relative to risk of each security based in part on the Adviser’s proprietary earnings calculations. The Adviser regularly reviews the Fund’s investments and will sell securities when the Adviser believes the securities are no
26
RS Small Cap Equity Fund Summary
longer attractive because (1) of a deterioration in rank of the security in accordance with the Adviser’s process, (2) of price appreciation, (3) of a change in the fundamental outlook of the company or (4) other investments available are considered to be more attractive.
As a result of the Adviser’s investment process, the Fund’s investments may be focused in one or more economic sectors from time to time, including the information technology sector.
The Adviser may from time to time generate portfolio turnover in excess of 100%.
Principal Risks
The Fund’s investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Small-Capitalization Stock Risk — Small- sized companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Limited Portfolio Risk — To the extent the Fund invests its assets in a more limited number of issuers than many other funds, a decline in the market value of a particular security may affect the Fund's value more than if the Fund invested in a larger number of issuers.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Sector Focus Risk — While the Fund reserves the right to dynamically allocate its assets across economic sectors, listed below are some of the risks associated with investments in the sectors in which the Fund has made significant investments as of the date of this Prospectus. Market or economic factors impacting those sectors could have a significant effect on the value of the Fund’s investments and could make the Fund’s performance more volatile.
27
RS Small Cap Equity Fund Summary
◼
Information Technology Risk — Information Technology companies tend to significantly rely on technological events or advances in their product development, production or operations and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition.
Liquidity Risk — Lack of a ready market or restrictions on resale may limit the ability of the Fund to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in an investment that is large relative to the typical trading volume for that investment, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Illiquid investments and relatively less liquid investments may also be difficult to value. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests or to raise cash to pursue other investment opportunities, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions, which may adversely affect the Fund.
Investment Style Risk — Different types of investment styles, for example 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, the 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.
Portfolio Turnover Risk — Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and can lead to distribution of additional short-term capital gains to investors, which are taxed as ordinary income.
Management Risk — The portfolio managers may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
Investment Performance
The bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund’s calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund’s average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance, which have characteristics relevant to the Fund’s investment strategy. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures and reflects any expense limitations in effect during the periods shown. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.
Performance information for the Fund’s Class A, C, R and Y shares prior to July 30, 2016 reflects the historical performance of, respectively, the Class A, C, K and Y shares of the RS Small Cap Equity Fund, a series of RS Investment Trust (the predecessor to the Fund managed by RS Investment Management Co. LLC) (the “predecessor fund”). The Fund’s performance has not been restated to
reflect any differences in expenses paid by the predecessor fund and those paid by the Fund.
28
RS Small Cap Equity Fund Summary
Calendar Year Returns for Class A Shares
(Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.)
  
During the periods shown in the chart:
Returns
Quarter ended
Highest Quarter
35.53%
June 30, 2020
Lowest Quarter
-24.24%
March 31, 2020
 
Average Annual Total Returns
(For the Periods Ended December 31, 2021)
1 Year
5 Years
10 Years
CLASS A Before Taxes
-12.69%
16.03%
14.98%
CLASS A After Taxes on Distributions
-17.72%
11.40%
10.83%
CLASS A After Taxes on Distributions and Sale of Fund Shares
-5.59%
12.04%
11.28%
CLASS C Before Taxes
-8.88%
16.37%
14.68%
CLASS R Before Taxes
-7.87%
16.81%
15.18%
CLASS Y Before Taxes
-7.25%
17.59%
15.85%
Index
Russell 2000® Growth Index
reflects no deduction for fees, expenses or taxes
2.83%
14.53%
14.14%
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one share class. The after-tax returns for other classes will vary.
Management of the Fund
Investment Adviser
Victory Capital Management Inc. (“Adviser”) serves as the Fund’s investment adviser. The portfolio managers jointly and primarily responsible for day-to-day management of the Fund are members of the Adviser's RS Investments investment franchise.
29
RS Small Cap Equity Fund Summary
Investment Team 
 
Title
Tenure with the Fund
D. Scott Tracy, CFA
Chief Investment Officer
Since 2009
Stephen J. Bishop
Portfolio Manager
Since 2009
Melissa Chadwick-Dunn
Portfolio Manager
Since 2009
Christopher W. Clark, CFA
Portfolio Manager
Since 2014
Paul Leung, CFA
Portfolio Manager
Since 2018
Purchase and Sale of Fund Shares
The RS Small Cap Equity Fund is currently offered (by purchase or exchange) only to existing shareholders, employees of the Adviser and its affiliates and their family members, and to current and former Trustees of the Trust and their family members. The Victory Funds may impose additional limitations on the purchase of shares at any time in its discretion, and may waive or eliminate any limitation at any time without notice. Contact the Victory Funds for more information. 
Investment Minimums
Class A
Class C
Class R
Class Y
Minimum Initial Investment
$2,500
$2,500
None
$1,000,000
Minimum Subsequent Investments
$50
$50
None
None
For Class A  and Class C shares a $1,000 minimum initial purchase amount and a $50 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, and purchases through automatic investment plans.
Certain broker-dealers and other financial intermediaries (such as a bank) may establish higher or lower minimum initial and subsequent investment amounts to which you may be subject if you invest through them.
You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.
When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (“NAV”) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.
Tax Information
The Fund’s distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and its financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
30
RS Small Cap Growth Fund Summary
Investment Objective
The Victory RS Small Cap Growth Fund (the “Fund”) seeks to provide long-term capital growth.
Fund Fees and Expenses
The table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 49 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
Shareholder Fees
(fees paid directly from your investment) 
 
Class A
Class C
Class R
Class R6
Class Y
Maximum Sales Charge (Load) Imposed on
Purchases
(as a percentage of offering price)
5.75%
None
None
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of purchase or
sale price)
None1
1.00%2
None
None
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) 
Management Fees
0.95%
0.95%
0.95%
0.95%
0.95%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
0.50%
0.00%
0.00%
Other Expenses
0.22%
0.21%
0.28%
0.09%
0.19%
Total Annual Fund Operating Expenses
1.42%
2.16%
1.73%
1.04%
1.14%
Fee Waiver/Expense Reimbursement3
(0.02)%
0.00%
0.00%
0.00%
(0.01)%
Total Annual Fund Operating Expenses After
Fee Waiver and/or Expense Reimbursement3
1.40%
2.16%
1.73%
1.04%
1.13%
1
A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section titled Choosing a Share Class.
2
Applies to shares sold within 12 months of purchase.
3
Victory Capital Management Inc., the Fund’s investment adviser, (“Adviser”) has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 1.40%, 2.16%, 1.86%, 1.06% and 1.13% of Class A, Class C, Class R, Class R6 and Class Y shares, respectively, through at least April 30, 2023. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the date of the waiver or reimbursement, 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. This agreement may only be terminated by the Fund’s Board of Trustees.
Example:
The following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in
31
RS Small Cap Growth Fund Summary
place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 
 
1 Year
3 Years
5 Years
10 Years
Class A
$709
$997
$1,305
$2,177
Class C
$319
$676
$1,159
$2,493
Class R
$176
$545
$939
$2,041
Class R6
$106
$331
$574
$1,271
Class Y
$115
$361
$627
$1,385
The following example makes the same assumptions as the example above, except that it assumes you do not sell your Class C shares at the end of the period. 
 
1 Year
3 Years
5 Years
10 Years
Class C
$219
$676
$1,159
$2,493
The example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover:
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. For the most recent fiscal year, the Fund’s portfolio turnover rate was 92% of the average value of its portfolio.
Principal Investment Strategy
The Adviser pursues the Fund’s investment objective by investing, under normal circumstances, at least 80% of its assets in small-capitalization companies. The Fund typically invests in equity securities of U.S. companies but may also invest any portion of its assets in foreign securities, including depositary receipts such as American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”).
The Adviser currently considers a company to be a small-capitalization company if its market capitalization (at the time of purchase) is less than $3 billion or 120% of the market capitalization of the largest company included in the Russell 2000® Index (currently, approximately $17.8 billion, based on the size of the largest company in the Index on March 31, 2022), whichever is greater. The size of companies in the index changes with market conditions and the composition of the index.
The Adviser employs both fundamental analysis and quantitative screening in seeking to identify companies that the investment team believes will produce sustainable earnings growth over a multi-year horizon. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, innovative products or services, defensible competitive advantages, growing market share, and experienced management teams. The Adviser seeks to categorize each potential investment based on its view of a company’s stage of development on a spectrum that identifies companies as promising, developing, or proven. Valuation is an integral part of the growth investment process. Purchase decisions are based on the Adviser’s expectation of the potential reward relative to risk of each security based in part on the Adviser’s proprietary earnings calculations.
32
RS Small Cap Growth Fund Summary
The Adviser regularly reviews the Fund’s investments and will sell securities when the Adviser believes the securities are no longer attractive because (1) of a deterioration in rank of the security in accordance with the Adviser’s process, (2) of price appreciation, (3) of a change in the fundamental outlook of the company or (4) other investments available are considered to be more attractive.
As a result of the Adviser’s investment process, the Fund’s investments may be focused in one or more economic sectors from time to time, including the information technology sector.
Principal Risks
The Fund’s investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Small-Capitalization Stock Risk — Small- sized companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Investment Style Risk — Different types of investment styles, for example 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, the 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.
Sector Focus Risk — While the Fund reserves the right to dynamically allocate its assets across economic sectors, listed below are some of the risks associated with investments in the sectors in which the Fund has made significant investments as of the date of this Prospectus. Market or economic factors impacting those sectors could have a significant effect on the value of the Fund’s investments and could make the Fund’s performance more volatile.
33
RS Small Cap Growth Fund Summary
◼
Information Technology Risk — Information Technology companies tend to significantly rely on technological events or advances in their product development, production or operations and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition.
Liquidity Risk — Lack of a ready market or restrictions on resale may limit the ability of the Fund to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in an investment that is large relative to the typical trading volume for that investment, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Illiquid investments and relatively less liquid investments may also be difficult to value. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests or to raise cash to pursue other investment opportunities, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions, which may adversely affect the Fund.
Portfolio Turnover Risk — Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and can lead to distribution of additional short-term capital gains to investors, which are taxed as ordinary income.
Management Risk — The portfolio managers may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
Investment Performance
The bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund’s calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund’s average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance, which have characteristics relevant to the Fund’s investment strategy. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures and reflects any expense limitations in effect during the periods shown. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund’s website at VictoryFunds.com.
Performance information for the Fund’s Class A, C, R and Y shares prior to July 30, 2016 reflects the historical performance of, respectively, the Class A, C, K and Y shares of the RS Small Cap Growth Fund, a series of RS Investment Trust (the predecessor to the Fund managed by RS Investment Management Co. LLC) (the “predecessor fund”). The Fund’s performance has not been restated to
reflect any differences in expenses paid by the predecessor fund and those paid by the Fund.
34
RS Small Cap Growth Fund Summary
Calendar Year Returns for Class A Shares
(Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.)
  
During the periods shown in the chart:
Returns
Quarter ended
Highest Quarter
35.54%
June 30, 2020
Lowest Quarter
-24.10%
March 31, 2020
 
Average Annual Total Returns
(For the Periods Ended December 31, 2021)
1 Year
5 Years
(or Life
of Class)
10 Years
CLASS A Before Taxes
-16.18%
14.70%
14.14%
CLASS A After Taxes on Distributions
-19.16%
11.51%
12.06%
CLASS A After Taxes on Distributions and Sale of Fund Shares
-7.62%
11.27%
11.39%
CLASS C Before Taxes
-12.45%
15.19%
13.95%
CLASS R Before Taxes
-11.53%
15.52%
14.30%
CLASS R6 Before Taxes
-10.74%
14.24%1
N/A
CLASS Y Before Taxes
-10.82%
16.38%
15.14%
Index
Russell 2000® Growth Index
reflects no deduction for fees, expenses or taxes
2.83%
14.53%
14.14%
1
The inception date of Class R6 is July 12, 2017.
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one share class. The after-tax returns for other classes will vary.
35
RS Small Cap Growth Fund Summary
Management of the Fund
Investment Adviser
Victory Capital Management Inc. (“Adviser”) serves as the Fund’s investment adviser. The portfolio managers jointly and primarily responsible for day-to-day management of the Fund are members of the Adviser's RS Investments investment franchise.
Investment Team 
 
Title
Tenure with the Fund
D. Scott Tracy, CFA
Chief Investment Officer
Since 2007
Stephen J. Bishop
Portfolio Manager
Since 2007
Melissa Chadwick-Dunn
Portfolio Manager
Since 2007
Christopher W. Clark, CFA
Portfolio Manager
Since 2014
Paul Leung, CFA
Portfolio Manager
Since 2018
Purchase and Sale of Fund Shares 
Investment Minimums
Class A
Class C
Class R
Class R6
Class Y
Minimum Initial Investment
$2,500
$2,500
None
None
$1,000,000
Minimum Subsequent Investments
$50
$50
None
None
None
For Class A  and Class C shares a $1,000 minimum initial purchase amount and a $50 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, and purchases through automatic investment plans.
Certain broker-dealers and other financial intermediaries (such as a bank) may establish higher or lower minimum initial and subsequent investment amounts to which you may be subject if you invest through them.
You may redeem your shares on any day the Fund is open for business. Redemption requests may be made by telephone (with prior appropriate approval) or by mail.
When you buy and redeem shares, the Fund will price your transaction at the next-determined net asset value (“NAV”) after the Fund receives your request in good order, which means that your request contains all the required documentation, and that all documents contain required signatures or signature guarantees from a financial institution.
Tax Information
The Fund’s distributions are taxable whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Taxes may be imposed on withdrawals from tax-deferred arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services for investments in all classes except Class R6. These payments may create a conflict of interest by influencing the financial intermediary and its financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.
36
Additional Fund Information
 
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
Each Fund is managed by the Adviser, who also manages other funds, each having distinct investment management objectives, strategies, risks, and policies. Together, these funds are referred to in this Prospectus as the “Victory Funds” or, more simply, the “Funds.”
The following section describes additional information about the principal investment strategy the Funds will use under normal market conditions to pursue their investment objective, as well as any secondary strategies the Funds may use, and the related risks. This Prospectus does not attempt to describe all of the various investment techniques and types of investments that the Adviser may use in managing the Funds. The Statement of Additional Information (“SAI”) includes more information about the Funds, their investments, and the related risks. Under adverse, unstable or abnormal market conditions, a Fund may be unable to pursue or achieve its investment objective and, for temporary purposes, may invest some or all of its assets in a variety of instruments or assets, including high-quality fixed-income securities, cash and cash equivalents. For cash management purposes, each Fund may hold all or a portion of its assets in cash, short-term money market instruments or shares of other investment companies. These positions may reduce the benefit from any upswing in the market, cause a Fund to fail to meet its investment objective and increase a Fund's expenses.
Each Fund’s investment objective and, if applicable, policy to invest at least 80% of its assets in the type of securities suggested by the Fund's name are non-fundamental and may be changed by the Board of Trustees without shareholder approval upon at least 60 days’ written notice to shareholders. For purposes of a Fund’s 80% investment policy, “assets” means the Fund’s net assets plus the amount of any borrowings for investment purposes, but exclusive of any collateral held from securities lending. 
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.
37
Investments
The following describes the types of securities each Fund may purchase under normal market conditions to achieve its principal investment strategy. The Funds will not necessarily buy all of the securities listed below.
U.S. Equity Securities
Can include common stock, preferred stock, and securities that are convertible or exchangeable into common stock of U.S. corporations.
Foreign Securities
Can include common stock and convertible preferred stock of non-U.S. corporations. Also may include American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), which are receipts issued by a bank or trust company and evidence ownership of underlying securities issued by foreign corporations, and exchange-traded funds (“ETFs”) that invest in foreign corporations.
Additional Fund Strategies. The Adviser may use other types of investment strategies in pursuing each Fund's overall investment objective. The following describes the types of securities that the Adviser may purchase or investment techniques the Adviser may employ that are not considered to be a part of the Funds' principal investment strategies. Additional securities and techniques are described in the Funds' SAI.
Initial Public Offerings (“IPOs”)
The Funds may at times have the opportunity to invest in securities offered in IPOs. If a Fund’s portfolio manager believes that a particular IPO is very likely to increase in value immediately after the initial offering, it is possible (although it will not necessarily be the case) that the Fund will invest in the IPO, even if the security is one in which the Fund might not typically otherwise invest. It is possible, however, that a Fund will lose money on an investment in an IPO, even in such a case.
Investment Companies
A Fund may invest in securities of other investment companies, including ETFs, if those companies invest in securities consistent with the Fund's investment objective and policies. ETFs are investment companies the shares of which are bought and sold on a securities exchange.
Securities Lending
To enhance the return on its portfolio, a Fund may lend portfolio securities to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the Board of Trustees. Each loan will be secured continuously by collateral in the form of cash, securities issued by the U.S. government or its agencies or instrumentalities.
38
Risk Factors
The following provides additional information about the Funds' principal risks and supplements those risks discussed in each Fund's Fund Summary section of this Prospectus. 
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
 
 
Growth
Mid Cap
Growth
Science and
Technology
Select
Growth
Small Cap
Equity
Small Cap
Growth
Concentration Risk
 
 
X
 
 
 
Equity Risk
X
X
X
X
X
X
Foreign Securities Risk
X
X
X
X
X
X
Investment Style Risk
X
X
X
X
X
X
Large Capitalization Stock Risk
X
 
X
 
 
 
Limited Portfolio Risk
 
 
 
 
X
 
Liquidity Risk
 
 
X
X
X
X
Management Risk
X
X
X
X
X
X
Portfolio Turnover Risk
 
 
 
 
X
X
Science and Technology Investment Risk
 
 
X
 
 
 
Sector Focus Risk
X
X
 
X
X
X
Smaller-Company Stock Risk
X
X
X
X
X
X
Stock Market Risk
X
X
X
X
X
X
Concentration Risk — When a Fund concentrates its investments in a particular sector or in a particular group of industries, financial, economic, business, and other developments affecting issuers in that sector or group of industries will have a greater effect on the Fund than if it had not concentrated its assets in that sector or group of industries. In addition, investors may buy or sell substantial amounts of the Fund's shares in response to factors affecting or expected to affect a sector or group of industries in which the Fund concentrates its investments, resulting in extreme inflows or outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely, to the extent that they were to cause the Fund's cash position or cash requirements to exceed normal levels.
Equity Risk — The market prices of equity securities, which may include common stocks and other stock-related securities such as preferred stocks may fluctuate, sometimes rapidly or unpredictably. The value of a security may decline for reasons that directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services or due to general market conditions, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. Unlike debt securities, which have preference to a company’s assets in case of liquidation, equity securities are entitled to the residual value after the company meets its other obligations. A Fund may continue to accept new subscriptions and to make additional investments in equity securities even under general market conditions that a Fund’s investment team views as unfavorable for equity securities.
Foreign Securities Risk
◼
Foreign Investments Risk — Foreign investments involve certain special risks. For example, compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers, and listed companies. Foreign issuers may not be subject to the uniform accounting, auditing, and financial reporting standards and practices prevalent in the U.S. Investments in foreign countries could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. These factors can make foreign investments more volatile than U.S. investments. Certain of these risks may also apply to some extent to U.S. investments that are denominated in foreign
39
Risk Factors
currencies and to investments in U.S. companies that have significant foreign operations. Investments in depositary receipts (such as ADRs and GDRs) may also involve additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency risk and the risk of an illiquid market for depositary receipts.
◼
Political Risk — Foreign securities markets may be more volatile than their counterparts in the U.S. Investments in foreign countries could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Foreign settlement procedures may also involve additional risks, and foreign issuers can be impacted by changes to trade policies and trade disputes. These factors can make foreign investments more volatile than U.S. investments.
◼
Liquidity Risk — Securities that trade less frequently or with lower trade volume can be more difficult or more costly to buy or sell than more liquid or active investments. Liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than U.S. exchanges.
◼
Currency Risk — Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may erode or reverse any gains produced by investments denominated in foreign currencies and may widen any losses.
◼
Legal Risk — Legal remedies for investors in foreign countries may be more limited than the legal remedies available in the U.S.
Investment Style Risk — Different types of investment styles, for example 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. “Growth” investments, as a category, or entire industries or sectors associated with such investments, may lose favor with investors as compared to those that are more “value” oriented. 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.
Large Capitalization Stock Risk — Large-sized companies tend to compete in mature product markets and do not typically experience the level of sustained growth of smaller companies and companies competing in less mature product markets. Large capitalization companies may be unable to respond as quickly as smaller companies to competitive challenges or changes in business, product, financial, or other market conditions. For these and other reasons, a Fund that invests in large capitalization companies may underperform other stock funds (such as funds that focus on the stocks of small and medium capitalization companies) when stocks of large capitalization companies are out of favor.
Limited Portfolio Risk — A Fund may hold a smaller number of portfolio securities than many other mutual funds. To the extent a Fund invests in a relatively small number of issuers, a decline in the market value of a particular security held by the Fund may affect its value more than if it invested in a larger number of issuers.
Liquidity Risk — Liquidity risk exists when particular investments cannot be disposed of quickly in the normal course of business. Market values for illiquid securities may not be readily available, and there can be no assurance that any fair value assigned to an illiquid investment at any time will accurately reflect the price a Fund might receive upon the sale of that investment. The ability of a Fund to dispose of illiquid securities or other instruments at advantageous prices may be greatly limited, and the Fund may have to continue to hold such securities or instruments during periods when the Adviser would otherwise have sold them (in order, for example, to meet redemption requests or to take
40
Risk Factors
advantage of other investment opportunities). Adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer, including rising interest rates, may adversely affect the liquidity of a Fund’s investments. Some securities held by the Fund may be restricted as to resale, and there is often no ready market for such securities. In addition, a Fund, by itself or together with other accounts managed by the Adviser, may hold a position in an investment that is large relative to the typical trading volume for that holding, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. It may also be the case that other market participants may be attempting to liquidate a position at the same time as a Fund is attempting to liquidate the same investment, causing increased supply in the market and contributing to liquidity risk and downward pricing pressure. In such cases the sale proceeds received by the Fund may be substantially less than if the Fund had been able to sell the securities in more-orderly transactions, and the sale price may be substantially lower than the price previously used by the Fund to value the securities for purposes of determining the Fund’s net asset value.
Management Risk — The investment process used by the investment team may produce incorrect judgments about the value of a particular asset or the team may implement its investment strategy in a way that may not produce the desired results.
Portfolio Turnover Risk — Portfolio turnover generally involves a number of direct and indirect costs and expenses to a Fund, including, for example, dealer mark-ups and bid/asked spreads and transaction costs on the sale of securities and reinvestment in other securities. Such costs are not reflected in the Funds' Total Annual Fund Operating Expenses set forth under “Fund Fees and Expenses” but do have the effect of reducing a Fund's investment return. Such sales may result in the realization of taxable capital gains, including short-term capital gains, which are generally taxed to shareholders at ordinary income tax rates.
Science and Technology Investment Risk — Investments in science technology companies, including companies in the Internet and biotechnology sectors, may be highly volatile. Science and technology companies operate in markets that are characterized by: rapid change; evolving industry standards; frequent new service and product announcements, introductions, and enhancements; and changing customer demands. The failure of a company to adapt to such changes could have a material adverse effect on the company's business, results of operations, and financial condition. In addition, the widespread adoption of new technologies or other technological changes could require substantial expenditures by a company to modify or adapt its services or infrastructure, which could have a material adverse effect on its business, results of operations, and financial condition. Changes in prices may reflect, for example, changes in investor evaluation of a particular product or group of products, of the prospects of a company to develop and market a particular technology successfully, or of technology investments generally. Science and technology companies may be dependent on a limited management group, and turnover in management may have an adverse effect on a company's profits or viability Science and technology company values may be significantly affected by intense competition, changes in consumer preferences, challenges in achieving product compatibility, and government regulation. Securities of science and technology companies may experience significant price movements caused by disproportionate investor optimism or pessimism with little or no basis in fundamental economic conditions.
Sector Focus Risk — While the Fund reserves the right to dynamically allocate its assets across economic sectors, the Fund may make significant investments in one or more sectors, each of which entails associated risks. Additionally, the Fund’s performance may be more volatile when the Fund’s investments are focused in a particular sector. Since benchmark sector weights influence the Fund’s sector exposure, the Fund may tend to be more heavily weighted in companies in those sectors included in the benchmark.
◼
Information Technology Risk — Information technology companies tend to significantly rely on technological events or advances in their product development, production or operations
41
Risk Factors
and are particularly vulnerable to rapid changes in technological product cycles, government regulation and competition. Information technology companies may be smaller and less experienced companies, with limited product lines, markets or financial resources and fewer experienced management or marketing personnel. Information technology company stocks, especially those which are internet-related, have experienced extreme price and volume fluctuations that are often unrelated to their operating performance.
Smaller-Company Stock Risk — Small- or mid-sized companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. In addition, such companies may have been recently organized and have little or no track record of success. Also, the Adviser may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. The securities of smaller-sized companies may trade less frequently and in smaller volume than more widely held securities. Prices of small- or mid-sized companies tend to be more volatile than those of larger companies and small- or mid-sized issuers may be subject to greater degrees of changes in their earnings and prospects. Since smaller company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they may be often more difficult to purchase and sell.
Stock Market Risk — Stock market risk refers to the fact that the prices of equity securities and other exchange traded investments typically fluctuate more than the values of debt and other types of securities, typically in response to changes in the particular company’s financial condition and factors affecting the market in general. Over time, the stock market tends to move in cycles, with periods when stock prices rise, and periods when stock prices decline. A slower-growth or recessionary economic environment could have an adverse effect on stock prices. Consequently, a broad-based market drop may also cause a stock’s price to fall. Portfolio securities may also decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, or due to factors affecting particular industries represented in the securities markets, such as competitive conditions. Changes in the financial condition of a single issuer can impact a market as a whole, and adverse market conditions may be prolonged and may not have the same impact on all types of securities. In addition, the markets may not favor a particular kind of security, including equity securities. Values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.
Market turmoil may be reflected in perceptions of economic uncertainty, price volatility in the equity and debt markets, and fluctuating trading liquidity. In response, governments may adopt a variety of fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and lower interest rates. These policies may not be successful and any unexpected or quick reversal of these policies could increase volatility in the equity and debt markets. Market conditions and economic risks could have a significant effect on domestic and international economies and could add significantly to the risks of increased volatility and decreased liquidity for a Fund's portfolio.
◼
Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, economic sanctions, currency controls or other actions by countries or international bodies, terrorism, trade disputes, embargoes and other types of economic sanctions, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable
42
Risk Factors
ways. Epidemics and/or pandemics, such as COVID-19, may result in, among other things, closing borders, disruptions to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and consumer activity, as well as general concern and uncertainty. The impact may last for extended periods.
◼
Information Technology and Operational Risk — Markets and market participants are increasingly reliant upon both publicly available and proprietary information data systems. Data imprecision, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at large. The information technology and other operational systems upon which a Fund’s service providers rely may be subject to cyber attack or other technological disruptions, and could otherwise disrupt the ability of these service providers to perform essential tasks for a Fund. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its
investments.
43
Risk Factors
Additional Risk Factors. The Adviser may use several types of investment strategies in pursuing the Fund's overall investment objective. The following risks are those that the Adviser does not consider to be principal risks of the Funds. Additional risks are included in the Funds' SAI.
IPO Risk — Investments in IPOs may result in increased transaction costs and expenses and the realization of short-term capital gains and distributions. In addition, in the period immediately following an IPO, investments may be subject to more extreme price volatility than that of other equity investments. A Fund may lose all or part of its investment if the companies making their IPOs fail and their product lines fail to achieve an adequate level of market recognition or acceptance. IPOs may not be available to a Fund at all times, and a Fund may not always invest in IPOs offered to it. Investments in IPOs may have a substantial beneficial effect on a Fund’s investment performance. A Fund's investment return earned during a period of substantial investment in IPOs may not be sustained during other periods when the Fund makes more limited, or no, investments in IPOs.
Investment Company Risk— The Fund’s ability to achieve its investment objective may be directly related to the ability of other investment companies (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.
Securities Lending Risk — The risk in lending portfolio securities, as with other extensions of credit, consists of the possibility of loss to a Fund due to (1) the inability of the borrower to return the securities, (2) a delay in receiving additional collateral to adequately cover any fluctuations in the value of securities on loan, (3) a delay in recovery of the securities, or (4) the loss of rights in the collateral should the borrower fail financially. These events could trigger adverse tax consequences for a Fund. In addition, a Fund is responsible for any loss that might result from its investment of the borrower’s collateral. In determining whether to lend securities, the Adviser or a Fund’s securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower. 
An investment in the
Fund is not a complete
investment program.
44
Impact on Returns Example
The following example is intended to help you assess the impact of the operating expenses of the Funds listed below on each Fund’s potential returns. The example assumes that you invest $10,000 in a Fund for a 10-year period, and that your investment earns a 5% return each year. The example reflects the impact of sales loads and the impact of any fee waiver/expense reimbursement agreement in place for a Fund through its expiration date, as detailed in the Annual Fund Operating Expenses table of each Fund. Your actual costs may be higher or lower.
Based on these assumptions, the following table shows, for each year and cumulatively for all 10 years (1) the fees and the costs (the “Expenses”) associated with your investment and (2) the difference (the “Impact on Return”) between your return if the Fund had not incurred the Expenses and your return after giving effect to the Expenses.
Example of the Impact of Annual Fund Operating Expenses on Fund Returns
(based on a $10,000 investment and a 5% annual return) 
 
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Cumulative
10-Year
Victory RS Growth Fund
Class A Shares
Expenses
$681
$117
$121
$126
$130
$136
$141
$146
$152
$158
$1,908
Impact on Return
$707
$150
$162
$174
$188
$202
$217
$234
$251
$269
$2,554
Class C Shares
Expenses
$196
$208
$215
$221
$227
$234
$241
$249
$256
$265
$2,312
Impact on Return
$193
$215
$232
$250
$269
$289
$310
$333
$357
$382
$2,830
Class R Shares
Expenses
$174
$180
$185
$192
$197
$204
$211
$218
$225
$233
$2,019
Impact on Return
$171
$185
$200
$216
$233
$251
$271
$291
$312
$335
$2,465
Class Y Shares
Expenses
$85
$97
$100
$105
$109
$114
$118
$123
$128
$133
$1,112
Impact on Return
$83
$99
$108
$117
$127
$138
$149
$162
$175
$189
$1,347
Victory RS Mid Cap Growth Fund
Class A Shares
Expenses
$690
$133
$137
$142
$148
$153
$159
$164
$171
$177
$2,074
Impact on Return
$717
$166
$179
$193
$208
$223
$240
$258
$277
$297
$2,758
Class C Shares
Expenses
$207
$213
$219
$226
$233
$240
$247
$254
$261
$269
$2,369
Impact on Return
$204
$220
$237
$256
$275
$296
$317
$340
$365
$391
$2,901
Class R Shares
Expenses
$183
$202
$209
$215
$221
$228
$235
$242
$250
$258
$2,243
Impact on Return
$180
$208
$225
$242
$261
$281
$302
$324
$347
$372
$2,742
Class R6 Shares
Expenses
$96
$104
$108
$113
$117
$122
$127
$132
$137
$142
$1,198
Impact on Return
$94
$107
$116
$126
$137
$148
$161
$174
$188
$202
$1,453
Class Y Shares
Expenses
$97
$116
$120
$125
$129
$135
$140
$146
$151
$157
$1,316
Impact on Return
$95
$118
$129
$140
$151
$164
$177
$191
$207
$223
$1,595
Victory RS Science and Technology Fund
Class A Shares
45
Impact on Returns Example
 
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Cumulative
10-Year
Expenses
$716
$146
$151
$156
$163
$168
$174
$180
$186
$191
$2,231
Impact on Return
$742
$181
$195
$210
$226
$242
$260
$279
$300
$321
$2,956
Class C Shares
Expenses
$231
$237
$244
$250
$258
$264
$271
$279
$286
$295
$2,615
Impact on Return
$228
$246
$264
$284
$305
$327
$351
$375
$402
$429
$3,211
Class R Shares
Expenses
$196
$202
$208
$215
$221
$228
$235
$242
$250
$257
$2,254
Impact on Return
$193
$209
$225
$243
$261
$281
$302
$324
$348
$373
$2,759
Class Y Shares
Expenses
$123
$128
$133
$138
$144
$148
$154
$160
$166
$173
$1,467
Impact on Return
$121
$132
$143
$155
$168
$182
$196
$212
$228
$246
$1,783
Victory RS Select Growth Fund
Class A Shares
Expenses
$709
$147
$153
$158
$162
$169
$175
$181
$187
$194
$2,235
Impact on Return
$736
$181
$195
$210
$226
$243
$261
$281
$301
$322
$2,956
Class C Shares
Expenses
$221
$233
$241
$247
$252
$260
$268
$275
$283
$290
$2,570
Impact on Return
$218
$241
$260
$279
$300
$322
$345
$369
$395
$423
$3,152
Class R Shares
Expenses
$194
$228
$234
$241
$248
$255
$262
$269
$277
$284
$2,492
Impact on Return
$191
$234
$252
$271
$292
$313
$336
$360
$386
$413
$3,048
Class R6 Shares
Expenses
$108
$193
$200
$206
$212
$219
$226
$233
$240
$248
$2,085
Impact on Return
$106
$196
$211
$228
$246
$265
$285
$306
$329
$353
$2,525
Class Y Shares
Expenses
$116
$128
$133
$138
$143
$149
$154
$160
$166
$173
$1,460
Impact on Return
$114
$131
$143
$155
$168
$181
$196
$211
$228
$246
$1,773
Victory RS Small Cap Growth Fund
Class A Shares
Expenses
$709
$141
$147
$151
$157
$162
$168
$174
$181
$187
$2,177
Impact on Return
$736
$175
$189
$204
$219
$236
$253
$272
$292
$312
$2,888
Class C Shares
Expenses
$219
$225
$232
$238
$245
$252
$259
$267
$274
$282
$2,493
Impact on Return
$216
$233
$251
$270
$290
$311
$334
$358
$383
$410
$3,056
Class R Shares
Expenses
$176
$182
$188
$194
$200
$207
$213
$220
$227
$234
$2,041
Impact on Return
$173
$187
$203
$219
$236
$254
$273
$294
$316
$339
$2,494
Class R6 Shares
Expenses
$106
$110
$115
$119
$124
$129
$134
$139
$145
$150
$1,271
Impact on Return
$104
$113
$123
$134
$145
$157
$170
$184
$198
$214
$1,542
Class Y Shares
Expenses
$115
$121
$125
$130
$136
$140
$146
$151
$157
$164
$1,385
Impact on Return
$113
$124
$135
$146
$159
$172
$186
$200
$216
$233
$1,684
46
Organization and Management of the Funds
The Funds' Board of Trustees has the overall responsibility for overseeing the management of each Fund.
The Investment Adviser
The Adviser serves as the investment adviser to each of the Victory Funds pursuant to an investment management agreement. The Adviser oversees the operations of the Funds according to investment policies and procedures adopted by the Board of Trustees. The Adviser is a New York corporation that is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). As of March 31, 2022, the Adviser managed and advised assets totaling in excess of $178.1 billion for individual and institutional clients. The Adviser’s principal address is 15935 La Cantera Parkway, San Antonio, TX 78256.
The Adviser is a diversified global asset manager comprised of multiple investment teams, referred to as investment franchises, each of which utilizes an independent approach to investing. RS Investments, a Victory Capital investment franchise, is responsible for the day-to-day investment management of the Funds.
Advisory fees to be paid annually, before waivers, will be equal to the following: 
Fund
Advisory Fee
Victory RS Growth Fund
0.75%
Victory RS Mid Cap Growth Fund
0.85%
Victory RS Science and Technology Fund
1.00%
Victory RS Select Growth Fund
1.00%
Victory RS Small Cap Equity Fund
0.75%
Victory RS Small Cap Growth Fund
0.95%
See “Fund Fees and Expenses” for information about any contractual agreement by the Adviser to waive fees and/or reimburse expenses with respect to a Fund. From time to time, the Adviser also may voluntarily waive fees and/or reimburse expenses in amounts exceeding those required to be waived or reimbursed under any contractual agreement that may be in place with respect to a Fund.
A discussion of the Board of Trustees’ most recent considerations in approving the Advisory Agreement is included in each Fund’s most recent annual report for the period ended December 31.
Portfolio Management
Stephen J. Bishop has been a member of the RS Growth team since 1996 and has been with the Adviser since 2016. Mr. Bishop has been a co-portfolio manager and analyst of Victory RS Science and Technology Fund (including its predecessor fund) since 2001, Victory RS Small Cap Growth Fund and Victory RS Select Growth Fund (including their predecessor funds) since 2007, Victory RS Mid Cap Growth Fund (including its predecessor fund) since 2008, Victory RS Small Cap Equity Fund and Victory RS Growth Fund (including their predecessor funds) since 2009. From 1996 to 2016, Mr. Bishop was a research analyst primarily covering the technology sector with RS Investment Management Co. LLC, which was acquired by the Adviser in 2016. Prior to joining RS Investments, he worked as an analyst in the corporate finance department of Dean Witter Reynolds, Inc., for two years.
Melissa Chadwick-Dunn has been a member of the RS Growth team since 2001. She has been a co-portfolio manager and analyst of Victory RS Small Cap Growth Fund and Victory RS Select Growth Fund (including their predecessor funds) since 2007, Victory RS Mid Cap Growth Fund (including its predecessor fund) since 2008, Victory RS Small Cap Equity Fund (including its predecessor fund) since 2009, and Victory RS Growth Fund since 2009. From 2001 to 2016, she was an investment professional with RS Investment Management Co. LLC, which was acquired by the
47
Organization and Management of the Funds
Adviser in 2016. Before joining RS Investments, she was an equity analyst at Putnam Investments for two years, covering international small-cap stocks. Prior to that, she spent four years in investment banking, working on corporate finance and mergers-and-acquisition transactions for Lehman Brothers and McDaniels S.A.
Christopher W. Clark has been a co-portfolio manager of Victory RS Small Cap Growth Fund, Victory RS Select Growth Fund, Victory RS Mid Cap Growth Fund, Victory RS Growth Fund, and Victory RS Small Cap Equity Fund (including their predecessor funds) since 2014 and the RS Science and Technology Fund since 2016. From 2007 to 2016, he was an analyst with RS Investment Management Co. LLC, which was acquired by the Adviser in 2016. Before joining RS Investments, he was a research associate at TIAA-CREF for three years, where he focused on global portfolio management and the health care sector. Prior to that, he was a research assistant at Dresdner RCM Global Investors for three years. Mr. Clark is a CFA charterholder.
Paul Leung has been a co-portfolio manager of Victory RS Science and Technology Fund since 2016 and a co-portfolio manager of Victory RS Small Cap Growth Fund, Victory RS Select Growth Fund, Victory RS Mid Cap Growth Fund, Victory RS Growth Fund, and Victory RS Small Cap Equity Fund since May 2018. Mr Leung has been an analyst with the RS Growth team since 2012. Mr. Leung joined the Adviser in 2016 in connection with the Adviser’s acquisition of RS Investments. Prior to that, he worked as a senior investment analyst at Ashfield Capital Partners where he focused on the technology sector. Previously, he held research and financial analyst positions at Sterling Johnston Capital Management, from 2002 to 2010, and Citigroup, from 1999 to 2001. Mr. Leung is a CFA charterholder.
D. Scott Tracy is the Chief Investment Officer of the RS Growth team and has been a co-portfolio manager and analyst of Victory RS Small Cap Growth Fund and Victory RS Select Growth Fund (including their predecessor funds) since 2007, Victory RS Mid Cap Growth Fund (including its predecessor fund) since 2008, and Victory RS Small Cap Equity Fund and Victory RS Growth Fund(including their predecessor funds) since 2009. From 2001 to 2016, he was with RS Investment Management Co. LLC, which was acquired by the Adviser in 2016. Before joining RS Investments, he spent three years at Shoreline Investment Management, the in-house asset management arm of Hewlett-Packard, where his research focus included technology and industrial companies. He has also served as an equity analyst at Montgomery Securities. Mr. Tracy is a CFA charterholder.
The Funds' SAI provides additional information about the portfolio managers' method of compensation, other accounts they manage and any ownership interests they may have in the Funds.
48
Investing with the Victory Funds
 
All you need to do to get started is to fill out an application.
If you are looking for a convenient way to open an account or to add money to an existing account, we can help. The sections that follow will serve as a guide to your investment with the Victory Funds. These sections describe many of the share classes currently offered by the Victory Funds. The section Choosing a Share Class will help you decide which share class it may be to your advantage to buy.
Keep in mind that Class I, Class R, Class R6, and Class Y shares are available for purchase only by eligible shareholders. In addition, not all Victory Funds offer each class of shares described below, and therefore, certain classes may be discussed that are not necessarily offered by a Fund. The classes of shares that are offered by a Fund are those listed on the cover page designated with a ticker symbol. A Fund may also offer other share classes in different prospectuses.
This section of the Prospectus also describes how to open an account, how to access information about your account, and how to buy, exchange, and sell shares of a Victory Fund. Note, this information may vary if you invest through a third party such as a brokerage firm and will be dependent on that firm's policies and practices. Consult your Investment Professional for specific details.
We want to make it simple for you to do business with us. If you have questions about any of this information, please call your Investment Professional or one of our customer service representatives at 800-539-FUND. They will be happy to assist you. 
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other financial intermediaries may charge fees for their services.
49
Share Price
 
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
Each Victory Fund calculates its share price, called its net asset value (“NAV”), each business day as of the close of regular trading on the New York Stock Exchange, Inc. (“NYSE”), which is normally 4:00 p.m. Eastern Time. In the event of an emergency or other disruption in trading on the NYSE, a Fund’s share price will be determined based upon the close of the NYSE. You may buy, exchange, and sell your shares on any business day at a price that is based on the NAV that is next calculated after you place your order. A business day is a day on which the NYSE is open. The NYSE is closed on most national holidays and Good Friday.
To the extent a Fund’s investments include securities that are primarily traded in foreign markets, the value of those securities may change on days when shareholders are unable to purchase and redeem a Fund’s shares, such as on weekends or other days when the Fund does not price its shares.
Each Fund prices its investments based on market value when market quotations are readily available. When these quotations are not readily available, a Fund will price its investments at fair value according to procedures approved by the Board of Trustees. A Fund will fair value a security when:
◼
Trading in the security has been halted;
◼
The market quotation for the security is clearly erroneous due to a clerical error;
◼
The security’s liquidity decreases such that, in the Adviser's opinion, the market quotation has become stale; or
◼
An event occurs after the close of the trading market (but before the Fund’s NAV is calculated) that, in the Adviser’s opinion, materially affects the value of the security.
The use of fair value pricing may minimize arbitrage opportunities that attempt to exploit the differences between a security's market quotation and its fair value. The use of fair value pricing may not, however, always reflect a security’s actual market value in light of subsequent relevant information, and the security’s opening price on the next trading day may be different from the fair value price assigned to the security.
Each Victory Fund calculates the NAV of each share class by adding up the total value of the investments and other assets of that class, subtracting its liabilities, and then dividing that figure by the number of outstanding shares of the class. 
NAV=
Total Assets - Liabilities
Number of Shares Outstanding
A Fund's NAV is available by calling 800-539-FUND (800-539-3863) or by visiting the Funds' website at VictoryFunds.com.
50
Choosing a Share Class
CLASS A
◼
Front-end sales charge, as described in this section. There are several ways to reduce or eliminate this charge as discussed under Sales Charge Reductions and Waivers for Class A Shares.
◼
A contingent deferred sales charge (“CDSC”) may be imposed if you sell your shares within 18 months of purchase. The CDSC may be waived or reduced in certain circumstances as discussed under CDSC Reductions for Class A and Class C Shares.
◼
Class A shares also pay ongoing distribution and/or service (12b-1) fees.
◼
Lower annual expenses than Class C or Class R shares.
CLASS C
◼
No front-end sales charge. All your money goes to work for you right away.
◼
A CDSC may be imposed if you sell your shares within 12 months of purchase. The CDSC may be waived or reduced in certain circumstances as discussed under CDSC Reductions for Class A and Class C Shares.
◼
Class C shares also pay ongoing distribution and/or service (12b-1) fees.
◼
Higher annual expenses than all other classes of shares.
CLASS I
◼
No front-end sales charge or  contingent deferred sales charge (CDSC). All your money goes to work for you right away.
◼
Class I shares do not pay any ongoing distribution and/or service (12b-1) fees.
◼
Class I shares are only available to certain investors.
◼
Typically lower annual expenses than all other classes of shares except Class R6 shares.
CLASS R
◼
No front-end sales charge or  contingent deferred sales charge (CDSC). All your money goes to work for you right away.
◼
Class R shares pay ongoing distribution and/or service (12b-1) fees.
◼
Class R shares are only available to certain investors.
◼
Higher annual expenses than all classes except Class C shares.
CLASS R6
◼
No front-end sales charge or  contingent deferred sales charge (CDSC). All your money goes to work for you right away.
◼
Class R6 shares do not pay any ongoing distribution and/or service (12b-1) fees.
◼
Class R6 shares are only available to certain investors.
◼
Typically lower annual expenses than all other classes of shares.
CLASS Y
◼
No front-end sales charge or  contingent deferred sales charge (CDSC). All your money goes to work for you right away.
◼
Class Y shares do not pay any ongoing distribution and/or service (12b-1) fees.
◼
Class Y shares are only available to certain investors.
◼
Typically lower annual expenses than Classes A, C and R shares.
51
Choosing a Share Class
Share Classes
When you purchase shares of a Fund, you must choose a share class. The Victory Funds offer Class A, Class C, Class I, Class R, Class R6, and Class Y shares. The Mid Cap Growth and Small Cap Equity Funds offer Member Class shares in a separate prospectus. Each share class represents an interest in the same portfolio of securities, but the classes differ in the sales charges, if any, and expenses that apply to your investment, allowing you and your Investment Professional to choose the class that best suits your investment needs. Not all Victory Funds offer all classes of shares, and some classes of shares are available for purchase only by eligible shareholders. The Victory Funds may offer additional classes of shares in the future.
Deciding which share class best suits your investment needs depends on a number of factors that you should discuss with your Investment Professional, including: how long you expect to hold your investment, how much you intend to invest, and the total expenses associated with each share class.
The Funds reserve the right to change the eligibility criteria for purchasing a particular share class. For example, a class of shares may be available to purchase only by retirement plans or by institutional investors. The Funds may also waive any applicable eligibility criteria or investment minimums at its discretion.
A Fund or any class may be closed at any time for failure to achieve an economical level of assets or for other reasons. Certain financial intermediaries who hold shares on behalf of their customers impose fees when the amount of shares of a particular class falls below a minimum threshold. To the extent that the amount of shares falls below that threshold, the Funds reserve the right to liquidate the shares held in accounts maintained by the financial intermediary.
Calculation of Sales Charges for Class A Shares 
For historical expense information, see the “Financial Highlights”
at the end of this Prospectus.
Class A shares are sold at their public offering price, which is the NAV plus any applicable initial sales charge, also referred to as the “front-end sales load.” The sales charge may be reduced or eliminated for larger purchases, as detailed below or as described under Sales Charge Reductions and Waivers for Class A Shares. The investment levels required to obtain a reduced sales charge are commonly referred to as “breakpoints.”
All Class A purchases are subject to the terms described herein except for those purchases made through an intermediary specified in Appendix A - Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.
In order to obtain a breakpoint discount, you must inform the Victory Funds or your Investment Professional at the time you purchase shares of the existence of the other Victory accounts or purchases of Victory Funds that are eligible to be linked for the purpose of calculating the initial sales charge. The Fund or your Investment Professional may ask you for records or other information about other Victory Funds held in your Victory accounts and any linked accounts, such as accounts opened
with a different financial intermediary.
52
Choosing a Share Class
The current sales charge rates and breakpoint levels for Class A shares of the Funds are listed below: 
Your Investment in the Fund
Sales
Charge
as a % of
Offering
Price
Sales
Charge
as a % of
Your
Investment
Up to $49,999
5.75%
6.10%
$50,000 up to $99,999
4.50%
4.71%
$100,000 up to $249,999
3.50%
3.63%
$250,000 up to $499,999
2.50%
2.56%
$500,000 up to $999,999
2.00%
2.04%
$1,000,000 and above1
0.00%
0.00%
1 A contingent deferred sales charge (“CDSC”) of 0.75% may be imposed on certain redemptions of Class A shares purchased without an initial sales charge if any of those shares are redeemed within 18 months of purchase. This charge will be based on either the cost of the shares or NAV at the time of redemption, whichever is lower. No CDSC is imposed on shares representing reinvested distributions. You may be eligible for a reduction or waiver of this CDSC under certain circumstances. See CDSC Reductions for Class A and Class C Shares and Appendix A - Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries for details.
Sales Charge Reductions and Waivers for Class A Shares 
There are several ways you can combine multiple purchases of Class A shares of the Victory
Funds to take advantage of reduced sales charges or, in some cases, eliminate sales charges.
There are a number of ways you can reduce or eliminate your sales charges, which we describe below. In order to obtain a Class A sales charge reduction or waiver, you must provide your financial intermediary or the Funds transfer agent, at the time of purchase, with current information regarding shares of any Victory Funds held in other accounts. This information must include account statements or other records (including written representations from the intermediary holding the shares) that indicate any accounts (e.g., retirement accounts) established (i) with the Victory Funds and your Investment Professional; (ii) with other financial intermediaries; and (iii) in the name of immediate family household members (spouse or domestic partner and children under 21) with regard to Rights of Accumulation.
The availability of a sales charge reduction or waiver discussed below will depend upon whether you purchase your shares directly from the Funds or through a financial intermediary. If you are eligible for a sales charge reduction because you own shares of other Victory Funds, you must notify the Funds or your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge reductions or waivers. Some intermediaries impose different policies for sales charge waivers and reductions. These variations are described in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries. Except as described with respect to the intermediaries specified in Appendix A, all Class A shares are subject to the terms stated below. In order to obtain waivers and discounts that are not available through your intermediary, you must purchase Fund shares directly from the Funds or through another intermediary.
You can find additional information regarding sales charges and their reductions, free of charge, at vcm.com/policies, by clicking on Victory Funds Pricing Policies.
You may reduce or eliminate the sales charge applicable to Class A shares in a number of ways:
◼
Breakpoint - Purchase a sufficient amount to reach a breakpoint (see Calculation of Sales Charges for Class A Shares above);
◼
Letter of Intent - If you anticipate purchasing $50,000 or more of Class A shares of the Fund, including any purchase of other Victory Funds of any share class (except money market funds and any assets held in group retirement plans), within a 13-month period, you may qualify for a sales charge breakpoint as though you were investing the total amount in one lump sum. In order
53
Choosing a Share Class
to qualify for the reduced sales charge, you must submit a non-binding Letter of Intent (the “Letter”) within 90 days of the start of the purchases. Each investment you make after signing the Letter will be entitled to the sales charge applicable to the total investment indicated in the Letter. You must start with a minimum initial investment of at least 5.00% of the total amount you intend to purchase. A portion of the shares purchased under the Letter will be held in escrow until the total investment has been completed. In the event you do not complete your commitment set forth in the Letter in the time period specified, sufficient escrowed shares will be redeemed to pay any applicable front-end sales charges;
◼
Right of Accumulation – Whereas a Letter of Intent allows you to qualify for a discount by combining your current purchase amount with purchases you intend to make in the near future, a Right of Accumulation allows you to reduce the initial sales charge on a Class A investment by combining the amount of your current purchase with the current market value of prior investments made by you, your spouse (including domestic partner), and your children under age 21 in any class of shares of any Victory Fund (except money market funds and any assets held in group retirement plans). The value of eligible existing holdings will be calculated by using the greater of the current value or the original investment amount. To ensure that you receive a reduced price using the Fund’s Right of Accumulation, you or your Investment Professional must inform the Funds that the Right applies each time shares are purchased and provide sufficient information to permit confirmation of qualification;
◼
Reinstatement Privilege - You may reinvest at NAV all or part of your redemption proceeds within 90 days of a redemption of Class A shares of a Fund;
◼
Waiver - The Victory Funds will completely waive the sales charge for Class A shares in the following cases:
◼
Purchases of at least $250,000 for certain funds or $1 million for others;
◼
Purchases by certain individuals associated with the Victory Funds or service providers (see “Eligibility of Individuals Associated with the Victory Funds and Fund Service Providers”);
◼
Purchases by registered broker-dealers, financial intermediaries or their agents or affiliates who have agreements with the Funds' distributor (“Distributor”), if the shares are purchased for their own account, purchased for retirement plans of their employees or sold to registered representatives or full-time employees (or their immediate families), provided that such purchase is for one of the foregoing types of accounts;
◼
Purchases for trust or other advisory accounts established with a financial institution and fee-based investment products or accounts;
◼
Reinvestment of proceeds from a liquidation distribution of Class A shares of a Victory Fund held in a deferred compensation plan, agency, trust, or custody account;
◼
Purchases by retirement plans, including Section 401 and 457 plans sponsored by a Section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans. Investors nonetheless may be charged a fee if they effect transactions in Class A shares through a broker or agent;
◼
Purchases by participants in no transaction fee programs offered by certain broker-dealers (sometimes referred to as “supermarkets”);
◼
Purchases by certain financial intermediaries who offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers;
◼
Investors that have an investment account with the Adviser;
◼
Purchases by CMS Energy employees participating in a Victory prototype Roth IRA plan by way of payroll deduction from CMS Energy; and
54
Choosing a Share Class
◼
Individuals who reinvest the proceeds of redemptions from Class I, Class R6, or Class Y shares of a Victory Fund within 60 days of redemption.
You should inform the Fund or your Investment Professional at the time of purchase of the sales charge waiver category which you believe applies.
CDSC for Class A Shares
A CDSC of 0.75% may be imposed on certain redemptions of Class A shares purchased without an initial sales charge if any of those shares are redeemed within 18 months of purchase. This charge will be based on either the cost of the shares or NAV at the time of redemption, whichever is lower. No CDSC is imposed on shares representing reinvested distributions.
More information is available in CDSC Reductions and Waivers for Class A and Class C Shares and Appendix A – Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries. All Class A purchases are subject to the terms described herein except for those purchases made through the intermediaries specified in Appendix A.
CDSC for Class C Shares
You will pay a 1.00% CDSC on any Class C shares you sell within 12 months of purchase. The CDSC is based on the current value of the shares being sold or their NAV when purchased, whichever is less. There is no CDSC on shares you acquire by reinvesting your dividends or capital gains distributions. You may be eligible for reduction or waiver of this CDSC under certain circumstances. There is no CDSC imposed when you exchange your shares for Class C shares of another Victory Fund; however, your exchange is subject to the same CDSC schedule that applied to your original purchase.
An investor may, within 90 days of a redemption of Class C shares, reinvest all or part of the redemption proceeds in the Class C shares of any Victory Fund at the NAV next computed after receipt by the transfer agent of the reinvestment order. Class C share proceeds reinvested do not result in a refund of any CDSC paid by the shareholder, but the reinvested shares will be treated as CDSC exempt upon reinvestment. The shareholder must ask the Distributor for such privilege at the time of reinvestment.
To keep your CDSC as low as possible, each time you sell shares we will first sell shares in your account that are not subject to a CDSC. If there are not enough of these to meet your sale, we will sell the shares in the order they were purchased.
More information is available in CDSC Reductions and Waivers for Class A and Class C Shares and Appendix A – Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries.
CDSC Reductions and Waivers for Class A and Class C Shares
No CDSC is imposed on redemptions of Class A and Class C shares in the following circumstances:
◼
To the extent that the shares redeemed:
◼
are no longer subject to the holding period for such shares;
◼
resulted from reinvestment of distributions; or
◼
were exchanged for shares of another Victory Fund as allowed by the Prospectus, provided that the shares acquired in such exchange or subsequent exchanges will continue to remain subject to the CDSC, if applicable, calculated from the original date of purchase until the applicable holding period expires. In determining whether the CDSC applies to each redemption, shares not subject to a CDSC are redeemed first;
◼
Following the death or post-purchase disability of:
55
Choosing a Share Class
◼
a registered shareholder on an account; or
◼
a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability;
◼
Distributions from individual retirement accounts, Section 403(b), Section 457 and Section 401 qualified plans, where redemptions result from:
◼
required minimum distributions with respect to that portion of such contributions that does not exceed 12% annually;
◼
tax free returns of excess contributions or returns of excess deferral amounts;
◼
distributions on the death or disability of the account holder;
◼
distributions for the purpose of a loan or hardship withdrawal from a participant plan balance; or
◼
distributions as a result of separation of service;
◼
Distributions as a result of a Qualified Domestic Relations Order or Domestic Relations Order required by a court settlement;
◼
In instances where the investor’s dealer or institution waived its commission in connection with the purchase and notifies the Distributor prior to the time of investment;
◼
When the redemption is made as part of a Systematic Withdrawal Plan (including dividends), up to an annual amount of 12% of the account value on a per fund basis, at the time the withdrawal plan is established; or
◼
Participant-initiated distributions from employee benefit plans or participant-initiated exchanges among investment choices in employee benefit plans.
Eligibility Requirements to Purchase Class I Shares
Class I shares may only be purchased by:
◼
Institutional and individual retail investors with a minimum investment in Class I shares of $2,000,000 who purchase through certain broker-dealers or directly from the transfer agent;
◼
Investors who purchase through advisory programs with an approved financial intermediary in which the financial intermediary typically charges the investor a fee based upon the value of the account (“Advisory Programs”). Such transactions may be subject to additional rules or requirements of the applicable Advisory Program;
◼
Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans; and
◼
Brokers (and their sales representatives) where those brokers have agreements with the Distributor to sell shares of a Fund.
A Fund may allow a lower initial investment if, in the opinion of the Distributor, the investor has the adequate intent and availability of assets to reach a future level of investment of $2,000,000.
Eligibility Requirements to Purchase Class R Shares
Class R shares may only be purchased by:
◼
Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans; and
◼
Investors who purchase through Advisory Programs with an approved financial intermediary.
56
Choosing a Share Class
Eligibility Requirements to Purchase Class R6 Shares
Class R6 shares may only be purchased by:
◼
Registered investment companies;
◼
Retirement plans, including Section 401 and 457 plans, section 403 plans sponsored by a section 501(c)(3) organization, employer sponsored benefit plans (including health savings accounts) and certain non-qualified deferred compensation arrangements that operate in a similar manner to qualified plans;
◼
Endowments and foundations; and
◼
Investors who purchase through Advisory Programs with an approved financial intermediary.
Eligibility Requirements to Purchase Class Y Shares
Class Y shares may only be purchased by:
◼
Institutional and individual retail investors with a minimum investment in Class Y shares of $1,000,000 who purchase through certain broker-dealers or directly from the transfer agent;
◼
Clients of state-registered or federally-registered investment advisors (RIAs), where such RIAs trade through institutional trading platforms approved by the Funds, who invest at least $2,500;
◼
Brokerage platforms of firms that have agreements with the Distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Class Y shares through these programs may be required to pay a commission and/or other forms of compensation to the broker;
◼
Pension, profit sharing, employee benefit and other similar plans and trusts that invest in the Fund;
◼
Investors who purchase through Advisory Programs with an approved financial intermediary.
◼
Purchases by:
◼
investment advisory clients of the Adviser; or
◼
investment advisors, consultants, broker-dealers and other financial intermediaries investing for their own accounts or for the accounts of their immediate family members.
A Fund may allow a lower initial investment if, in the opinion of the Distributor, the investor has the adequate intent and availability of assets to reach a future level of investment of $1,000,000.
Eligibility of Individuals Associated with the Victory Funds and Fund Service Providers
Current and retired Victory Fund trustees and the officers, directors, trustees, employees, and family members of employees of the Adviser or Affiliated Providers are eligible to purchase the lowest expense share class offered by a Fund. In the case of Class A shares, such purchases are not subject to a front-end sales charge. “Affiliated Providers” are affiliates of the Adviser and organizations that provide services to the Trust. 
A Fund reserves the right to change the criteria for eligible investors and
the investment minimums.
57
Information About Fees
Distribution and Service Plans
In accordance with Rule 12b-1 under the Investment Company Act of 1940, the Trust has adopted Distribution and Service Plans for Class A, Class C and Class R shares of the Funds.
Under the Class A Distribution and Service Plan, a Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.25% of its average daily net assets of Class A shares. Under the Class R Distribution and Service Plan, a Fund will pay to the Distributor a monthly fee at an annual rate of up to 0.50% of its average daily net assets of Class R shares. The fee is paid for general distribution services, for selling Class A and Class R shares of the Fund and, as applicable, for providing personal services to shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of Fund shares. Personal services to shareholders are generally provided by broker-dealers or other intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.
Under the Class C Distribution and Service Plan, a Fund will pay to the Distributor a monthly fee at an annual rate of 1.00% of the average daily net assets of its Class C shares. Of this amount, 0.75% of the Fund’s Class C shares average daily net assets will be paid for general distribution services and for selling Class C shares. The Fund will pay 0.25% of its Class C shares average daily net assets to compensate financial institutions that provide personal services to Class C shareholders of the Fund. Distribution and selling services are provided by the Distributor or by agents of the Distributor and include those services intended to result in the sale of the Fund’s Class C shares. Personal services to shareholders are generally provided by broker-dealers or other financial intermediaries and consist of responding to inquiries, providing information to shareholders about their Fund accounts, establishing and maintaining accounts and records, providing dividend and distribution payments, arranging for bank wires, assisting in transactions and changing account information.
Because Rule 12b-1 fees are paid out of a Fund’s assets and on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Other Payments to Financial Intermediaries
Except with respect to Class R6 shares, if you purchase Fund shares through an Investment Professional, a broker dealer, or other financial intermediary, the Fund may pay for sub-transfer agent, recordkeeping and/or similar administrative services. In addition, the Adviser (and its affiliates) may make substantial payments out of its own resources, including the profits from the advisory fees the Adviser receives from the Funds, to affiliated and unaffiliated dealers or other Investment Professionals and service providers for distribution, administrative and/or shareholder servicing activities. The Adviser also may reimburse the Distributor (or the Distributor's affiliates) for making these payments. Some of these distribution-related payments may be made to dealers or other Investment Professionals for marketing, promotional or related expenses; these payments are often referred to as “revenue sharing.” The Adviser (and its affiliates) also may pay fixed fees for the listing of a Fund on a broker-dealer’s or financial intermediary’s system. Such payments are not considered to be revenue sharing payments.
In some circumstances, these types of payments may create an incentive for a dealer or Investment Professional or its representatives to recommend or offer shares of the Victory Funds to its customers. You should ask your dealer or Investment Professional for more details about any such payments it receives.
58
Information About Fees
No compensation, administrative payments, sub-transfer agency payments or service payments are paid to broker-dealers or other financial intermediaries from Fund assets, or from the resources of the Adviser or its affiliates on sales of or investments in Class R6 shares.
59
How to Buy Shares
Opening an Account
If you would like to open an account, you will first need to complete an Account Application.
You can obtain an Account Application by calling Victory Funds Customer Service at 800-539-FUND (800-539-3863). You can also download an Account Application by visiting the Victory Funds' website, VictoryFunds.com, and clicking on the Victory Funds Account Application link. Send the completed Account Application, along with a check made payable to the Victory Funds, at the following address:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593
You can also obtain an Account Application by contacting your Investment Professional. When you invest through an Investment Professional, the procedures for buying, selling, and exchanging shares and the account features and policies may differ. In addition to any limitations described in this Prospectus, an Investment Professional or other intermediary may also place other limits on your ability to use the services of a Fund. Sometimes an Investment Professional will charge you for its services. This fee will be in addition to, and unrelated to, the fees and expenses charged by the Funds.
Mutual funds must obtain and verify information that identifies investors opening new accounts. If the Funds are unable to collect the required information, you may not be able to open your account. Additional details about the Funds' Customer Identification Program are available in the section “Important Fund Policies.”
If you participate in a retirement plan that offers one of the Victory Funds as an option, please consult your employer for information on how to purchase shares of the Victory Funds through the plan, including any restrictions or limitations that may apply.
Paying for Your Initial Purchase
If you wish to make an investment directly into the Victory Funds, make your check payable to the “Victory Funds.” All checks must be drawn on U.S. banks. If your check is returned as uncollectible for any reason, you will be charged for any resulting fees and/or losses. The Fund does not accept cash, money orders, traveler’s checks, credit card convenience checks, or third party checks. Additionally, bank starter checks are not accepted for the shareholder’s initial investment into the Funds. All payments must be denominated in U.S. dollars.
Minimum Investments
If you would like to buy Class A or Class C shares, the minimum investment required to open an account is $2,500 ($1,000 for IRA accounts), with additional investments of at least $50.  Different intermediaries may impose different minimum investments. These variations are described in Appendix A – Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries. If you would like to buy Class I, Class R, Class R6 or Class Y shares, you must be an Eligible Investor, as discussed in the section Choosing a Share Class — Eligibility Requirements to Purchase. Eligible Investors may be subject to a minimum investment amount as detailed in that section.
For Class C shares, individual purchases of $1,000,000 and above will automatically be made in Class A shares.
If your account falls below the minimum investment amount, we may ask you to reestablish the minimum investment. If you do not do so within 60 days, we may close your account and send you the value of your account.
60
How to Buy Shares
The minimum investment required to open an account may be waived or lowered for employees and immediate family members of the employees, of the Adviser, the Administrator, and their affiliates. In addition, the minimum investment required may be waived when a Fund is purchased through an Advisory Program, within qualified retirement plans or in other similar circumstances. Although the Funds may sometimes waive the minimum investment, when they do so, they always reserve the right to reject initial investments under the minimum at their discretion.
There is no minimum investment required to open an account or for additional investments in Victory Simple IRAs.
A Fund reserves the right to change the criteria for eligible investors and the investment minimums.
Purchasing Additional Shares
Once you have an existing account, you can make additional investments at any time in any amount (subject to any minimums) in the following ways:
◼
By Mail
To ensure that your additional investment is properly credited to your account, use the Investment Stub attached to your confirmation statement and send it with your check to the address indicated.
◼
By Telephone
If you have an existing account that has been set up to receive electronic transfers, you can buy additional shares by calling Victory Funds Customer Service at 800-539-FUND (800-539-3863) between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday.
◼
By Exchange
You may purchase shares of a Fund using the proceeds from the simultaneous redemption of shares of another Victory Fund if it is eligible for an exchange with your Fund. You may initiate an exchange online (if you are a registered user of VictoryFunds.com), by telephone, or by mail. See the section “Exchanging Shares.”
◼
Via the Internet
If you are a registered user, you may request a purchase of shares through our website at VictoryFunds.com. Your account must be set up for Automated Clearing House (“ACH”) payment in order to execute online purchases.
◼
By ACH
Your account must be set up for ACH payment in order to execute purchases online or by telephone. It takes about 15 days to set up an ACH account and only domestic member banks may be used. After your account is set up, your purchase amount can be transferred by ACH. Currently, the Funds do not charge a fee for ACH transfers but they reserve the right to charge for this service in the future. Your originating bank may charge a fee for ACH transfers.
◼
By Wire
You may buy Fund shares by bank wire transfer of same day funds. Please call Victory Funds Customer Service at 800-539-FUND (800-539-3863) between 8:00 a.m. and 6:00 p.m. (Eastern Time), Monday through Friday for wiring instructions. Any commercial bank can transfer same-day funds by wire.
Although the transfer agent does not currently charge you for receiving same-day funds, it reserves the right to charge for this service in the future. Your bank may charge you for wiring same-day funds. You cannot buy shares for tax-qualified retirement plans by wire transfer.
◼
By Systematic Investment Plan
61
How to Buy Shares
To enroll in the Systematic Investment Plan, you should check this box on the Account Application or on the Account Maintenance Form. We will need your bank information and the amount ($50 or more) and frequency of your investment. You can select monthly, quarterly, semi-annual or annual investments. You should attach a voided personal check so the proper information can be obtained. You must first meet the minimum investment requirement before we will make automatic withdrawals from your bank account and invest it in shares of a Fund.
Other Purchase Rules You Should Know
The Funds reserve the right to refuse a purchase order for any reason, including if they believe that doing so would be in the best interest of a Fund or its shareholders. The Funds also reserve the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a Fund account, or to add to an existing Fund account. 
Keep these addresses handy for purchases, exchanges, or redemptions.
 
BY REGULAR U.S. MAIL
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593
BY OVERNIGHT MAIL
Use the following address ONLY for overnight packages:
Victory Funds
c/o FIS TA Operations
4249 Easton Way, Suite 400
Columbus, OH 43219
PHONE: 800-539-FUND (800-539-3863)
BY WIRE
Call 800-539-FUND (800-539-3863) BEFORE wiring money to notify the
Fund that you intend to purchase shares by wire and to verify wire
instructions.
BY TELEPHONE
800-539-FUND (800-539-3863)
ON THE INTERNET
www.VictoryFunds.com
62
How to Exchange Shares
 
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-539-FUND (800-539-3863) or by visiting
VictoryFunds.com
The shares of any class of a Fund may be exchanged for the shares of any other class offered by the Fund or the same class of any other class of any Victory Fund, either through your Investment Professional or directly through the Fund, subject to the conditions described below:
◼
Exchanges are subject to any CDSC, minimum investment limitation or eligibility requirements described in the applicable Prospectus and SAI. You may be required to provide sufficient information to establish eligibility to exchange into a new share class.
◼
To exchange with another Victory Fund, the other Victory Fund must be eligible for exchange with your Fund.
◼
Shares of the Victory Fund selected for exchange must be available for sale in your state of residence.
If you have questions about these, or any of the Funds' other exchange policies, please consult Victory Customer Service or your Investment Professional before requesting an exchange.
Before exchanging, you should read the Prospectus of the other Victory Fund you wish to exchange into, which may be subject to different risks, fees, and expenses.
Class C Share Conversion
Class C shares of the Fund will automatically convert to Class A shares in the month following the eight-year anniversary date of the purchase of the Class C shares. Your financial intermediary may have a conversion schedule that is shorter than eight years. Class C conversions will be effected at the relative NAV of each such class without the imposition of any sales charge, fee or other charge.
You may be able to voluntarily convert your Class C shares before the stated anniversary to a different share class of the same Fund that has a lower total annual operating expense ratio provided certain conditions are met. This voluntary conversion feature is intended for shares held through a financial intermediary offering a fee-based or wrap fee program that has an agreement with the Adviser or the Distributor specific for this purpose. Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired. Please contact your financial intermediary for additional information.
Processing Your Voluntary Exchange/Conversion
If your exchange or conversion request is received and accepted by the Funds, an Investment Professional or other intermediary by the close of trading as described in the section titled, “Share Price,” then your request will be processed the same day. If received after the close of trading, your request will be processed on the next business day. Please contact your financial intermediary regarding the tax consequences of any exchange or conversion.
Exchanges will occur at the respective NAVs of the Funds' share classes involved in the exchange next calculated after receipt and acceptance of your exchange request in good order, plus any applicable sales charge described in the Prospectus. Share class conversions will be based on the respective NAV of each class as of the trade date of the conversion. Consequently, you may receive fewer shares or more shares than originally owned, depending on that day’s NAVs.
63
How to Exchange Shares
Requesting an Exchange
You can exchange shares of the Funds by telephone, by mail or via the Internet. You cannot exchange into an account with a different registration or tax identification number.
◼
By Telephone
Unless you indicate otherwise on the account application, Victory Customer Service will be authorized to accept exchange instructions received by telephone.
◼
By Mail
Send a letter of instruction signed by all registered owners or their legal representatives to the Victory Funds.
◼
Via the Internet
You may also exchange shares via the Internet at VictoryFunds.com if you are a registered user.
Other Exchange Rules You Should Know
The Funds may refuse any exchange purchase request if the Adviser determines that the request is associated with a market timing strategy. The Funds may terminate or modify the exchange privilege at any time upon 60 days’ notice to shareholders.
An exchange of Fund shares for shares of another Victory Fund constitutes a sale for tax purposes unless the exchange is made within an IRA or other tax-deferred account.
For information on how to exchange shares of a Fund that were purchased through your employer’s retirement plan, including any restrictions and charges that the plan may impose, please consult your employer.
64
How to Sell Shares
 
There are a number of convenient ways to sell your shares.
If your redemption request is received in good order by the close of trading on the NYSE, your redemption will be processed the same day. Your redemption will not be processed until the next business day if it is received after the close of trading on the NYSE. You cannot redeem your shares at www.VictoryFunds.com.
 
BY TELEPHONE
The easiest way to redeem shares is by calling 800-539-FUND (800-539-3863). When you fill out your original application, be sure to check the box marked “Telephone Authorization.” You have the following options for receiving you redemption proceeds:
◼
Mail a check to the address of record;
◼
Wire funds to a previously designated domestic financial institution;
◼
Mail a check to a previously designated alternate address; or
◼
Electronically transfer your redemption via ACH to a previously designated domestic financial institution.
Victory Funds’ transfer agent records all telephone calls for your protection and takes measures to verify the identity of the caller. If the transfer agent properly acts on telephone instructions and follows reasonable procedures to ensure against unauthorized transactions, none of the Trust, its servicing agents, the Adviser, or the transfer agent will be responsible for any losses. If the transfer agent does not follow these procedures, it may be liable to you for losses resulting from unauthorized instructions.
If there is an unusual amount of market activity and you cannot reach the transfer agent or your Investment Professional by telephone, consider placing your order by mail.
 
BY MAIL
Use the regular U.S. mail or overnight mail address to redeem shares. You can use the same mailing addresses listed for purchases. Send us a letter of instruction indicating your Fund account number, amount of redemption, and where to send the proceeds. A Medallion signature guarantee is required for the following redemption requests:
◼
Your account registration has changed within the last 15 business days;
◼
The check is not being mailed to the address on your account;
◼
The check is not being made payable to the owner of the account;
◼
The redemption proceeds are being transferred to another Victory Fund account with a different registration; or
◼
The check or wire is being sent to a different bank account than was previously designated.
You can get a Medallion signature guarantee from a financial institution — such as a commercial bank, broker dealer, credit union, clearing agency, or savings bank — that is a member of a Medallion signature guarantee program. 
BY WIRE
If you want to receive your proceeds by wire, you must establish a Fund account that will accommodate wire transactions. If you call before the close of trading on the NYSE, your funds will be wired on the next business day. 
BY ACH
You may transfer your proceeds by ACH to a domestic bank. Normally, your redemption will be processed on the same day if your request is received before the close of trading on the NYSE. If your request is received after the close of trading it will be process on the next business day.
65
How to Sell Shares
Systematic Withdrawal Plan
If you check this box on the Account Application or on the Account Maintenance Form, we will send monthly, quarterly, semi-annual, or annual payments to the person you designate. The minimum withdrawal is $25, and you must have a balance of $5,000 or more at the time you establish the Systematic Withdrawal Plan. If the payment is to be sent to an account of yours, we will need a voided check to activate this feature. If the payment is to be made to an address different from your account address, we will need a Medallion signature guaranteed letter of instruction. You should be aware that each withdrawal may be a taxable transaction. Also, each withdrawal reduces your account balance, and eventually your account balance may be depleted. However, you cannot automatically close your account using the Systematic Withdrawal Plan. If your balance falls below the initial purchase minimum, we may ask you to bring the account back to the minimum balance. If you decide not to increase your account to the minimum balance, your account may be closed and the proceeds mailed to you.
Additional Information About Redemptions
◼
Redemption proceeds from the sale of Fund shares purchased by a check or through ACH will be held until the purchase check or ACH has cleared, which will take up to 10 business days.
◼
We typically expect to send the proceeds from your share redemption within one business day after we execute your order, but we may take up to seven business days to send redemption proceeds, regardless of payment type. When you sell shares through your financial intermediary, you can ask the intermediary to tell you when you can expect to receive the proceeds of your redemption.
◼
A Fund may suspend your right to redeem your shares in the following circumstances:
◼
During non-routine closings of the NYSE;
◼
When the SEC determines either that trading on the NYSE is restricted or that an emergency prevents the sale or valuation of the Fund’s securities; or
◼
When the SEC orders a suspension to protect the Fund’s shareholders.
◼
A Fund typically uses cash and cash equivalents held in its portfolio or sells portfolio assets to meet redemption requests. In unusual circumstances or under stressed market conditions, the Fund may use other methods to raise cash to meet redemption requests. For example, the Fund may draw funds from a line of credit or borrow available cash held by other Victory Funds under an “interfund lending program” in reliance on an exemptive order from the SEC.
◼
A Fund will pay redemptions by any one shareholder during any 90-day period in cash up to the lesser of $250,000 or 1.00% of the Fund’s net assets. The Funds reserve the right to pay the remaining portion “in kind,” that is, in portfolio securities rather than cash. Securities received pursuant to an in-kind redemption are subject to market risk until sold and may be subject to brokerage and other fees.
◼
If you choose to have your redemption proceeds mailed to you and either the U.S. Postal Service is unable to deliver the redemption check to you or the check remains outstanding for more than six months, the Funds reserve the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed redemption checks.
66
Distributions and Taxes
 
Buying a dividend. You should check the Funds' distribution schedule before you invest.
If you buy shares of a Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
 
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-539-FUND (800-539-3863).
As a shareholder, you are entitled to your share of net income and capital gains on a Fund's investments. Each Fund passes its earnings along to investors in the form of dividends. Dividends paid by a Fund represent the net income from dividends and interest earned on investments after expenses. Each Fund will distribute short-term gains, as necessary; and if the Fund makes a long-term capital gain distribution, it is normally paid once a year.
Ordinarily, each Fund declares and pays dividends annually. However, a Fund may not always pay a dividend or distribution for a given period. Each class of shares declares and pays dividends separately.
Distributions can be received in one of the following ways. Please check with your Investment Professional if you are unsure of which option is right for you.
Reinvestment Option
You can have distributions automatically reinvested in additional shares of your Fund. If you do not indicate another choice on your Account Application, you will be assigned this option automatically.
Cash Option
If you elect to receive your distributions by check, and the distribution amount is $25 or less, the amount will automatically be reinvested in the same Fund. Otherwise, a check will be mailed to you no later than seven days after the dividend payment date. If you choose to have your distribution proceeds mailed to you and either the U.S. Postal Service is unable to deliver the distribution check to you or the check remains outstanding for at least six months, the distribution option on your account will default to the reinvestment option as described above. Each Fund reserves the right to reinvest the check in shares of the Fund at its then current NAV until you give the Fund different instructions. No interest will accrue on amounts represented by uncashed distribution checks.
Income Earned Option
You can automatically reinvest your dividends in additional Fund shares and have your capital gains paid in cash, or reinvest capital gains and have your dividends paid in cash.
Directed Distributions Option
In most cases, you can automatically reinvest distributions in shares of another Victory Fund. If you reinvest your distributions in a different Victory Fund, you may pay a sales charge on the amount of reinvested distributions.
Directed Bank Account Option
In most cases, you can automatically transfer distributions to your bank checking or savings account. Under normal circumstances, the transfer agent will transfer your distributions within seven days of the dividend payment date. The bank account must have a registration identical to that of your Fund account.
67
Distributions and Taxes
Important Information About Taxes 
The tax information in this Prospectus is provided as general information. You should
review the more detailed discussion of federal income tax considerations in the SAI and
consult your tax adviser regarding the federal, state, local, or foreign tax consequences
resulting from your investment in a Fund.
Each Fund expects to pay no federal income tax on the earnings and capital gains it distributes to shareholders.
◼
Qualified dividend income received from a Fund by noncorporate shareholders will be taxed at long-term capital gain rates to the extent attributable to qualified dividend income received by the Fund, subject to certain holding period requirements. Nonqualified dividends, dividends received by corporate shareholders and dividends from a Fund’s short-term capital gains are taxable as ordinary income. Dividends from a Fund’s long-term capital gains are taxable as long-term capital gains.
◼
You will pay tax on dividends from a Fund whether you receive them in cash, additional shares of the Fund or you reinvest them in shares of another Victory Fund.
◼
Dividends from a Fund that are attributable to interest on certain U.S. government obligations, if any, may be exempt from certain state and local income taxes. The extent to which ordinary dividends are attributable to these U.S. government obligations will be provided on the tax statements you receive from a Fund.
◼
An exchange of a Fund’s shares for shares of another Victory Fund will be treated as a sale. When you sell or exchange shares of a Fund, you generally will recognize any gain or loss.
◼
An exchange of one class of a Fund’s shares for shares of another class of the same Fund generally constitutes a nontaxable exchange.
◼
Distributions from a Fund and gains from the disposition of your shares may also be subject to state and local income tax.
◼
An additional 3.8% Medicare tax will be imposed on certain net investment income (which includes dividends and gain recognized on a disposition of shares) of certain U.S. individuals, estates, and trusts.
◼
Certain dividends paid to you in January will be taxable as if they had been paid to you the previous December.
◼
Tax statements will be mailed from each Fund by mid-February showing the amounts and tax status of distributions made to you in the prior calendar year.
◼
Because your tax treatment depends on your purchase price and tax position, you should keep your regular account statements for use in determining your tax.
◼
A Fund is generally required by law to provide you and the Internal Revenue Service with certain cost basis information related to the sale or redemption of any of your shares in the Fund acquired on or after January 1, 2012, (including distributions that are reinvested in additional shares of the Fund).
◼
A Fund may be required to withhold tax from dividends and redemption proceeds if you fail to give your correct social security or taxpayer identification number, fail to make required certifications, or the Fund is notified by the Internal Revenue Service that backup withholding is required.
◼
If you are a nonresident alien individual, foreign trust or estate, foreign corporation or foreign partnership, a Fund’s ordinary income dividends may be subject to a 30% U.S. withholding tax. See the section titled “TAXES—Foreign Shareholders” in the SAI for details.
◼
Under the “Foreign Account Tax Compliance Act,” unless certain foreign entities comply with
68
Distributions and Taxes
certain IRS requirements that generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% U.S. withholding tax may apply to dividends paid by a Fund to such entities. See the section titled “TAXES—Foreign Shareholders” in the SAI for details.
◼
The Funds may provide estimated capital gain distribution information through the website at VictoryFunds.com.
69
Important Fund Policies
Customer Identification Program
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.
As a result, the Victory Funds must obtain the following information for each person who opens a new account:
◼
Name;
◼
Date of birth (for individuals);
◼
Residential or business street address (although post office boxes are still permitted for mailing); and
◼
Social security number, taxpayer identification number, or other identifying number.
You may also be asked for a copy of your driver’s license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Victory Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Victory Funds may restrict your ability to purchase additional shares until your identity is verified. The Victory Funds may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Account Maintenance Information
For the following non-financial transactions, the Victory Funds require proof that your signature authorizing a transaction is authentic. This verification can be provided in all cases by either a Signature Validation Program (“SVP”) stamp or a Medallion signature guarantee (“MSG”). In some instances a Notary Public stamp is an acceptable alternative. As with a MSG, a SVP stamp can also be obtained from a financial institution that is a member of the SVP program. 
 
Notary
Public
SVP
MSG
Change of name
x
x
x
Add/change banking instructions
 
x
x
Add/change beneficiaries
x
x
x
Add/change authorized account traders
 
x
x
Adding a Power of Attorney
x
x
x
Add/change Trustee
x
x
x
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
x
x
x
Market Timing
The Victory Funds discourage frequent purchases and redemptions of Fund shares (market timing). Market timing allows investors to take advantage of market inefficiencies, sometimes to the disadvantage of other shareholders. Market timing increases Fund expenses to all shareholders by increasing portfolio turnover. In addition, market timing could potentially dilute share value for all other shareholders by requiring the Fund to hold more cash than it normally would.
70
Important Fund Policies
The Funds' Board of Trustees has adopted policies and procedures with respect to market timing. In order to prevent or minimize market timing, the Funds will:
◼
Employ “fair value” pricing, as described in this Prospectus under Share Price, to minimize the discrepancies between a security’s market quotation and its perceived market value, which often gives rise to market timing activity; and
◼
Monitor for suspected market timing based on “short-term transaction” activity, that is, a purchase or redemption of a Fund and, as applicable, a subsequent redemption or purchase of the same Fund, or an exchange of all or part of that same Fund.
In monitoring for market timing activity, we consider, among other things, the frequency of your trades and whether you acquired your Fund shares directly through the transfer agent or whether you combined your trades with a group of shareholders in an omnibus account or otherwise placed your order through a securities dealer or other financial intermediary.
Frequent trading by a shareholder is generally a characteristic of market timing. Therefore, any account in which Fund shares are acquired directly through the transfer agent, or where the Fund can adequately identify the shareholder, with a history of three short-term transactions within 90 days or less is suspected of market timing and the shareholder’s trading privileges (other than redemption of Fund shares) will be suspended.
We may make exceptions to the “short-term transaction” policy for certain types of transactions if, in the opinion of the Adviser, under the oversight of the Board of Trustees, the transactions do not represent short-term or excessive trading or are not abusive or harmful to the Funds, such as, but not limited to, systematic transactions, required minimum retirement distributions, transactions initiated by the Funds or administrator, and transactions by certain qualified funds-of-funds.
If you acquired shares through an omnibus account or otherwise placed your order through a securities dealer, or other financial intermediary (such as investment advisers, broker-dealers, third-party administrators or insurance companies), and market timing is suspected, different purchase and exchange limitations may apply. We may rely upon a financial intermediary’s policy to deter short-term or excessive trading (i) if we believe that the financial intermediary’s policy is reasonably designed to detect and deter transactions that are not in the best interests of the Funds, or (ii) if we receive an undertaking from the financial intermediary to enforce short-term or excessive trading policies on behalf of the Funds that provide a substantially similar level of protection for the Funds against such transactions. If you hold your Fund shares through a financial intermediary, you are advised to consult the intermediary to determine what purchase and exchange limitations apply to your account.
We reserve the right to reject or cancel a purchase or exchange order for any reason without prior notice. We will deny your request to purchase or exchange your shares if we believe that the transaction is part of a market timing strategy.
The Funds' market timing policies and procedures may be modified or terminated at any time under the oversight of the Board of Trustees.
Portfolio Holdings Disclosure
A description of each Fund's policies and procedures with respect to the disclosure of the Funds' portfolio securities is available in the Funds' SAI, which is available upon request and on the Funds' website at VictoryFunds.com.
71
Important Fund Policies
Performance
The Victory Funds may advertise the performance of a Fund by comparing it to other mutual funds with similar objectives and policies. Performance information also may appear in various publications. Any fees charged by Investment Professionals may not be reflected in these performance calculations.
Advertising information may include the average annual total return of the Funds calculated on a compounded basis for specified periods of time. Total return information will be calculated according to rules established by the SEC. Such information may include performance rankings and similar information from independent organizations and publications.
Statements and Reports
You will receive a periodic statement reflecting any transactions that affect the balance or registration of Fund shares in your account. You will receive a confirmation after any purchase, exchange, or redemption. If your account has been set up by an Investment Professional, Fund activity will be detailed in that account’s statements. Share certificates are not issued. Twice a year, you will receive a financial report of the Fund. By February 15th of each year, you will be mailed an IRS form reporting distributions for the previous year, which also will be filed with the IRS.
Shareholder Communications
In order to eliminate duplicate mailings to an address at which two or more shareholders with the same last name reside, the Victory Funds may send only one copy of any shareholder reports, proxy statements, prospectuses and their supplements, unless you have instructed us to the contrary. You may request that the Victory Funds send these documents to each shareholder individually by calling the Victory Funds at 800-539-FUND (800-539-3863), and they will be delivered promptly.
While this Prospectus and the SAI of the Trust describe pertinent information about the Trust and the Funds, neither this Prospectus nor the SAI represents a contract between the Trust or the Funds and any shareholder.
72
Financial Highlights
The following financial highlights tables reflect historical information about shares of the Funds and are intended to help you understand each Fund's financial performance for the past five years, or, if shorter, the period of its operations. Certain information shows the results of an investment in one share of the Fund. To the extent a Fund invests in other funds, the Total Annual Operating Expenses included in a Fund's Fees and Expenses Table may not correlate to the ratio of expenses to average net assets in the financial highlights below. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
The information presented  for the fiscal years ended on or after December 31, 2019, has been audited by Cohen & Company, Ltd., the Funds' independent registered public accounting firm, whose report, along with the Funds' financial statements, are included in the Funds' annual report to shareholders, which is available upon request. The information for all years prior to December 31, 2019, has been audited by a different independent registered public accounting firm.
73
RS Growth Fund 
 
Class A
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$23.84
$19.22
$16.40
$20.60
$16.44
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.18)
(0.08)
(0.03)
(0.06)
(0.02)
Net Realized and Unrealized Gains
(Losses) on Investments
4.85
6.89
4.90
(1.36)
5.24
Total from Investment Activities
4.67
6.81
4.87
(1.42)
5.22
Distributions to Shareholders From
 
 
 
 
 
Net Investment Income
(0.02)
—
—
—
—
Net Realized Gains from Investments
(2.35)
(2.19)
(2.05)
(2.78)
(1.06)
Total Distributions
(2.37)
(2.19)
(2.05)
(2.78)
(1.06)
Net Asset Value, End of Period
$26.14
$23.84
$19.22
$16.40
$20.60
Total Return (Excludes Sales Charge)
19.91%
35.64%
29.83%
(6.81)%
31.75%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.10%
1.10%
1.10%
1.10%
1.10%
Net Investment Income (Loss)
(0.71)%
(0.37)%
(0.16)%
(0.28)%
(0.09)%
Gross Expenses
1.17%
1.19%
1.19%
1.19%
1.20%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$308,663
$274,388
$223,503
$188,220
$218,238
Portfolio Turnover(b)
62%
73%
95%
87%
74%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
74
RS Growth Fund (Continued)
 
 
Class C
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$18.80
$15.63
$13.75
$17.90
$14.51
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.31)
(0.20)
(0.16)
(0.21)
(0.15)
Net Realized and Unrealized Gains (Losses)
on Investments
3.80
5.56
4.09
(1.16)
4.60
Total from Investment Activities
3.49
5.36
3.93
(1.37)
4.45
Distributions to Shareholders From
 
 
 
 
 
Net Investment Income
—
—
—
—
—
Net Realized Gains from Investments
(2.35)
(2.19)
(2.05)
(2.78)
(1.06)
Total Distributions
(2.35)
(2.19)
(2.05)
(2.78)
(1.06)
Net Asset Value, End of Period
$19.94
$18.80
$15.63
$13.75
$17.90
Total Return (Excludes Sales Charge)
18.95%
34.55%
28.74%
(7.56)%
30.57%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.93%
1.93%
1.93%
1.93%
1.93%
Net Investment Income (Loss)
(1.54)%
(1.20)%
(0.99)%
(1.10)%
(0.92)%
Gross Expenses
1.99%
2.43%
2.33%
2.20%
2.10%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$1,733
$3,731
$4,240
$4,409
$6,974
Portfolio Turnover(b)
62%
73%
95%
87%
74%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
75
RS Growth Fund (Continued)
 
 
Class R
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$21.09
$17.29
$15.00
$19.22
$15.49
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.30)
(0.19)
(0.14)
(0.18)
(0.13)
Net Realized and Unrealized Gains (Losses)
on Investments
4.27
6.18
4.48
(1.26)
4.92
Total from Investment Activities
3.97
5.99
4.34
(1.44)
4.79
Distributions to Shareholders From
 
 
 
 
 
Net Investment Income
—
—
—
—
—
Net Realized Gains from Investments
(2.35)
(2.19)
(2.05)
(2.78)
(1.06)
Total Distributions
(2.35)
(2.19)
(2.05)
(2.78)
(1.06)
Net Asset Value, End of Period
$22.71
$21.09
$17.29
$15.00
$19.22
Total Return (Excludes Sales Charge)
19.17%
34.87%
29.08%
(7.41)%
30.92%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.71%
1.71%
1.71%
1.71%
1.71%
Net Investment Income (Loss)
(1.32)%
(0.98)%
(0.77)%
(0.88)%
(0.70)%
Gross Expenses
1.71%
6.08%
5.41%
3.49%
2.72%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$542
$420
$438
$516
$830
Portfolio Turnover(b)
62%
73%
95%
87%
74%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
76
RS Growth Fund (Continued)
 
 
Class Y
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$25.13
$20.11
$17.04
$21.23
$16.88
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.12)
(0.02)
0.02
—(b)
0.03
Net Realized and Unrealized Gains (Losses)
on Investments
5.13
7.23
5.10
(1.41)
5.38
Total from Investment Activities
5.01
7.21
5.12
(1.41)
5.41
Distributions to Shareholders From
 
 
 
 
 
Net Investment Income
(0.09)
—
—
—
—
Net Realized Gains from Investments
(2.35)
(2.19)
(2.05)
(2.78)
(1.06)
Total Distributions
(2.44)
(2.19)
(2.05)
(2.78)
(1.06)
Net Asset Value, End of Period
$27.70
$25.13
$20.11
$17.04
$21.23
Total Return (Excludes Sales Charge)
20.22%
36.06%
30.18%
(6.56)%
32.05%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
0.83%
0.83%
0.83%
0.83%
0.83%
Net Investment Income (Loss)
(0.44)%
(0.09)%
0.11%
(0.01)%
0.17%
Gross Expenses
0.91%
0.99%
0.98%
0.97%
0.97%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$33,772
$29,875
$31,473
$26,457
$30,309
Portfolio Turnover(c)
62%
73%
95%
87%
74%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Amount is less than $0.005 per share.
(c)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
77
RS Mid Cap Growth Fund 
 
Class A
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$32.99
$25.56
$19.96
$25.77
$21.32
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.33)
(0.20)
(0.17)
(0.14)
(0.10)
Net Realized and Unrealized Gains
(Losses) on Investments
1.60
8.98
5.77
(1.79)
4.55
Total from Investment Activities
1.27
8.78
5.60
(1.93)
4.45
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.50)
(1.35)
—
(3.00)
—
Return of Capital
—
—
—
(0.88)
—
Total Distributions
(9.50)
(1.35)
—
(3.88)
—
Net Asset Value, End of Period
$24.76
$32.99
$25.56
$19.96
$25.77
Total Return (Excludes Sales Charge)
4.68%
34.47%
28.06%
(7.37)%
20.87%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.20%
1.20%
1.20%
1.20%
1.20%
Net Investment Income (Loss)
(0.98)%
(0.75)%
(0.67)%
(0.53)%
(0.44)%
Gross Expenses
1.33%
1.35%
1.35%
1.34%
1.29%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$88,064
$93,072
$82,888
$75,451
$108,271
Portfolio Turnover(b)
90%
92%
86%
126%
86%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
78
RS Mid Cap Growth Fund (Continued)
 
 
Class C
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$28.05
$22.08
$17.40
$23.22
$19.38
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.52)
(0.38)
(0.34)
(0.35)
(0.28)
Net Realized and Unrealized Gains (Losses)
on Investments
1.31
7.70
5.02
(1.59)
4.12
Total from Investment Activities
0.79
7.32
4.68
(1.94)
3.84
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.50)
(1.35)
—
(3.65)
—
Return of Capital
—
—
—
(0.23)
—
Total Distributions
(9.50)
(1.35)
—
(3.88)
—
Net Asset Value, End of Period
$19.34
$28.05
$22.08
$17.40
$23.22
Total Return (Excludes Sales Charge)
3.75%
33.30%
26.90%
(8.23)%
19.81%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
2.09%
2.11%
2.11%
2.11%
2.10%
Net Investment Income (Loss)
(1.87)%
(1.65)%
(1.58)%
(1.44)%
(1.33)%
Gross Expenses
2.09%
2.14%
2.12%
2.12%
2.10%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$12,054
$17,325
$20,266
$18,072
$23,264
Portfolio Turnover(b)
90%
92%
86%
126%
86%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
79
RS Mid Cap Growth Fund (Continued)
 
 
Class R
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$29.79
$23.32
$18.31
$24.14
$20.09
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.47)
(0.33)
(0.28)
(0.29)
(0.23)
Net Realized and Unrealized Gains (Losses)
on Investments
1.42
8.15
5.29
(1.66)
4.28
Total from Investment Activities
0.95
7.82
5.01
(1.95)
4.05
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.50)
(1.35)
—
(3.86)
—
Return of Capital
—
—
—
(0.02)
—
Total Distributions
(9.50)
(1.35)
—
(3.88)
—
Net Asset Value, End of Period
$21.24
$29.79
$23.32
$18.31
$24.14
Total Return (Excludes Sales Charge)
4.09%
33.67%
27.36%
(7.99)%
20.21%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.80%
1.80%
1.80%
1.80%
1.80%
Net Investment Income (Loss)
(1.58)%
(1.34)%
(1.26)%
(1.13)%
(1.03)%
Gross Expenses
1.93%
4.13%
3.41%
2.68%
2.43%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$610
$596
$927
$1,144
$1,685
Portfolio Turnover(b)
90%
92%
86%
126%
86%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
80
RS Mid Cap Growth Fund (Continued)
 
 
Class R6
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$34.53
$26.63
$20.74
$26.55
$21.90
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.25)
(0.14)
(0.11)
(0.07)
(0.04)
Net Realized and Unrealized Gains (Losses)
on Investments
1.68
9.39
6.00
(1.86)
4.69
Total from Investment Activities
1.43
9.25
5.89
(1.93)
4.65
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.50)
(1.35)
—
(3.84)
—
Return of Capital
—
—
—
(0.04)
—
Total Distributions
(9.50)
(1.35)
—
(3.88)
—
Net Asset Value, End of Period
$26.46
$34.53
$26.63
$20.74
$26.55
Total Return (Excludes Sales Charge)
4.95%
34.86%
28.40%
(7.15)%
21.23%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
0.94%
0.94%
0.94%
0.94%
0.94%
Net Investment Income (Loss)
(0.73)%
(0.49)%
(0.44)%
(0.26)%
(0.17)%
Gross Expenses
0.98%
1.01%
1.05%
1.32%
2.26%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$19,731
$27,861
$20,321
$3,793
$2,132
Portfolio Turnover(b)
90%
92%
86%
126%
86%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
81
RS Mid Cap Growth Fund (Continued)
 
 
Class Y
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$34.50
$26.61
$20.73
$26.54
$21.90
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.26)
(0.14)
(0.11)
(0.08)
(0.04)
Net Realized and Unrealized Gains
(Losses) on Investments
1.69
9.38
5.99
(1.85)
4.68
Total from Investment Activities
1.43
9.24
5.88
(1.93)
4.64
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.50)
(1.35)
—
(1.17)
—
Return of Capital
—
—
—
(2.71)
—
Total Distributions
(9.50)
(1.35)
—
(3.88)
—
Net Asset Value, End of Period
$26.43
$34.50
$26.61
$20.73
$26.54
Total Return (Excludes Sales Charge)
4.96%
34.84%
28.36%
(7.15)%
21.19%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
0.95%
0.95%
0.95%
0.95%
0.95%
Net Investment Income (Loss)
(0.73)%
(0.50)%
(0.43)%
(0.27)%
(0.18)%
Gross Expenses
1.09%
1.10%
1.10%
1.05%
1.06%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$249,373
$466,342
$395,586
$243,009
$310,050
Portfolio Turnover(b)
90%
92%
86%
126%
86%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
82
RS Science and Technology Fund 
 
Class A
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$36.35
$23.37
$18.34
$21.56
$17.49
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.46)
(0.34)
(0.26)
(0.27)
(0.25)
Net Realized and Unrealized Gains
(Losses) on Investments
(3.10)
15.48
7.43
0.06
8.04
Total from Investment Activities
(3.56)
15.14
7.17
(0.21)
7.79
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Total Distributions
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Net Asset Value, End of Period
$28.34
$36.35
$23.37
$18.34
$21.56
Total Return (Excludes Sales Charge)
(9.25)%
65.03%
39.32%
(0.73)%
44.74%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.47%
1.48%
1.48%
1.47%
1.49%
Net Investment Income (Loss)
(1.28)%
(1.22)%
(1.14)%
(1.10)%
(1.18)%
Gross Expenses
1.47%
1.48%
1.48%
1.47%
1.49%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$250,490
$320,605
$199,591
$140,389
$146,002
Portfolio Turnover(b)
46%
30%
88%
83%
89%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
83
RS Science and Technology Fund (Continued)
 
 
Class C
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$26.81
$17.73
$14.40
$17.73
$14.96
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.55)
(0.41)
(0.35)
(0.38)
(0.36)
Net Realized and Unrealized Gains
(Losses) on Investments
(2.33)
11.65
5.82
0.06
6.85
Total from Investment Activities
(2.88)
11.24
5.47
(0.32)
6.49
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Total Distributions
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Net Asset Value, End of Period
$19.48
$26.81
$17.73
$14.40
$17.73
Total Return (Excludes Sales Charge)
(10.03)%
63.71%
38.27%
(1.58)%
43.70%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
2.28%
2.28%
2.28%
2.28%
2.28%
Net Investment Income (Loss)
(2.09)%
(2.03)%
(1.94)%
(1.91)%
(1.97)%
Gross Expenses
2.28%
2.32%
2.34%
2.31%
2.31%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$11,168
$18,398
$14,054
$11,857
$11,831
Portfolio Turnover(b)
46%
30%
88%
83%
89%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
84
RS Science and Technology Fund (Continued)
 
 
Class R
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$29.99
$19.60
$15.70
$18.99
$15.78
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.51)
(0.39)
(0.31)
(0.33)
(0.31)
Net Realized and Unrealized Gains (Losses)
on Investments
(2.58)
12.94
6.35
0.05
7.24
Total from Investment Activities
(3.09)
12.55
6.04
(0.28)
6.93
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Total Distributions
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Net Asset Value, End of Period
$22.45
$29.99
$19.60
$15.70
$18.99
Total Return (Excludes Sales Charge)
(9.66)%
64.32%
38.73%
(1.20)%
44.05%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.93%
1.93%
1.93%
1.93%
1.93%
Net Investment Income (Loss)
(1.74)%
(1.68)%
(1.59)%
(1.56)%
(1.62)%
Gross Expenses
1.93%
3.69%
4.28%
2.75%
2.54%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$1,089
$1,273
$681
$707
$1,705
Portfolio Turnover(b)
46%
30%
88%
83%
89%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
85
RS Science and Technology Fund (Continued)
 
 
Class Y
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$39.73
$25.36
$19.72
$22.90
$18.37
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.41)
(0.29)
(0.22)
(0.22)
(0.21)
Net Realized and Unrealized Gains
(Losses) on Investments
(3.38)
16.82
8.00
0.05
8.46
Total from Investment Activities
(3.79)
16.53
7.78
(0.17)
8.25
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Total Distributions
(4.45)
(2.16)
(2.14)
(3.01)
(3.72)
Net Asset Value, End of Period
$31.49
$39.73
$25.36
$19.72
$22.90
Total Return (Excludes Sales Charge)
(9.04)%
65.40%
39.66%
(0.51)%
45.11%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.23%
1.24%
1.24%
1.24%
1.24%
Net Investment Income (Loss)
(1.05)%
(0.99)%
(0.89)%
(0.85)%
(0.92)%
Gross Expenses
1.23%
1.26%
1.26%
1.25%
1.26%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$81,080
$109,275
$77,998
$53,395
$32,047
Portfolio Turnover(b)
46%
30%
88%
83%
89%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
86
RS Select Growth Fund 
 
Class A
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$38.19
$33.81
$28.96
$46.03
$45.04
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.49)
(0.40)
(0.37)
(0.42)
(0.43)
Net Realized and Unrealized Gains
(Losses) on Investments
2.64
11.43
9.68
(3.12)
8.16
Total from Investment Activities
2.15
11.03
9.31
(3.54)
7.73
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Total Distributions
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Net Asset Value, End of Period
$31.30
$38.19
$33.81
$28.96
$46.03
Total Return (Excludes Sales Charge)
6.89%
33.22%
32.29%
(7.23)%
17.10%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.40%
1.40%
1.40%
1.40%
1.40%
Net Investment Income (Loss)
(1.21)%
(1.14)%
(1.06)%
(0.86)%
(0.88)%
Gross Expenses
1.48%
1.49%
1.52%
1.50%
1.49%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$117,017
$115,014
$97,337
$94,393
$147,531
Portfolio Turnover(b)
75%
73%
74%
79%
69%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
87
RS Select Growth Fund (Continued)
 
 
Class C
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$28.54
$26.77
$23.82
$40.80
$40.89
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.59)
(0.53)
(0.53)
(0.70)
(0.73)
Net Realized and Unrealized Gains (Losses)
on Investments
1.83
8.95
7.94
(2.75)
7.38
Total from Investment Activities
1.24
8.42
7.41
(3.45)
6.65
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Total Distributions
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Net Asset Value, End of Period
$20.74
$28.54
$26.77
$23.82
$40.80
Total Return (Excludes Sales Charge)
6.02%
32.20%
31.28%
(7.98)%
16.19%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
2.18%
2.18%
2.18%
2.18%
2.18%
Net Investment Income (Loss)
(1.99)%
(1.92)%
(1.84)%
(1.64)%
(1.66)%
Gross Expenses
2.24%
2.29%
2.30%
2.25%
2.24%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$9,835
$23,831
$26,988
$31,754
$51,208
Portfolio Turnover(b)
75%
73%
74%
79%
69%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
88
RS Select Growth Fund (Continued)
 
 
Class R
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$29.34
$27.30
$24.16
$41.06
$41.00
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.53)
(0.46)
(0.45)
(0.59)
(0.61)
Net Realized and Unrealized Gains (Losses)
on Investments
1.90
9.15
8.05
(2.78)
7.41
Total from Investment Activities
1.37
8.69
7.60
(3.37)
6.80
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Total Distributions
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Net Asset Value, End of Period
$21.67
$29.34
$27.30
$24.16
$41.06
Total Return (Excludes Sales Charge)
6.31%
32.57%
31.63%
(7.70)%
16.51%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.91%
1.91%
1.91%
1.91%
1.91%
Net Investment Income (Loss)
(1.72)%
(1.64)%
(1.57)%
(1.38)%
(1.39)%
Gross Expenses
2.18%
5.35%
4.35%
3.60%
2.90%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$408
$504
$604
$701
$1,014
Portfolio Turnover(b)
75%
73%
74%
79%
69%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
89
RS Select Growth Fund (Continued)
 
 
Class R6
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$41.25
$35.99
$30.50
$47.53
$46.16
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.38)
(0.31)
(0.27)
(0.29)
(0.28)
Net Realized and Unrealized Gains (Losses)
on Investments
2.88
12.22
10.22
(3.21)
8.39
Total from Investment Activities
2.50
11.91
9.95
(3.50)
8.11
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Total Distributions
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Net Asset Value, End of Period
$34.71
$41.25
$35.99
$30.50
$47.53
Total Return (Excludes Sales Charge)
7.23%
33.65%
32.76%
(6.92)%
17.48%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.06%
1.06%
1.06%
1.06%
1.06%
Net Investment Income (Loss)
(0.88)%
(0.80)%
(0.72)%
(0.59)%
(0.55)%
Gross Expenses
1.83%
4.52%
5.46%
6.33%
27.47%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$1,231
$710
$302
$239
$151
Portfolio Turnover(b)
75%
73%
74%
79%
69%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
90
RS Select Growth Fund (Continued)
 
 
Class Y
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$41.02
$35.84
$30.41
$47.47
$46.15
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.41)
(0.33)
(0.29)
(0.30)
(0.31)
Net Realized and Unrealized Gains
(Losses) on Investments
2.86
12.16
10.18
(3.23)
8.37
Total from Investment Activities
2.45
11.83
9.89
(3.53)
8.06
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Total Distributions
(9.04)
(6.65)
(4.46)
(13.53)
(6.74)
Net Asset Value, End of Period
$34.43
$41.02
$35.84
$30.41
$47.47
Total Return (Excludes Sales Charge)
7.15%
33.57%
32.66%
(7.02)%
17.40%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.14%
1.14%
1.14%
1.14%
1.14%
Net Investment Income (Loss)
(0.95)%
(0.88)%
(0.80)%
(0.59)%
(0.62)%
Gross Expenses
1.21%
1.24%
1.23%
1.21%
1.20%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$70,192
$93,844
$94,933
$120,696
$244,689
Portfolio Turnover(b)
75%
73%
74%
79%
69%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
91
RS Small Cap Equity Fund 
 
Class A
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$18.02
$16.05
$12.97
$18.88
$14.41
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.21)
(0.19)
(0.15)
(0.16)
(0.14)
Net Realized and Unrealized Gains
(Losses) on Investments
(1.28)
6.17
5.11
(1.47)
5.55
Total from Investment Activities
(1.49)
5.98
4.96
(1.63)
5.41
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(3.21)
(4.01)
(1.88)
(4.28)
(0.94)
Total Distributions
(3.21)
(4.01)
(1.88)
(4.28)
(0.94)
Net Asset Value, End of Period
$13.32
$18.02
$16.05
$12.97
$18.88
Total Return (Excludes Sales Charge)(b)
(7.36)%
37.99%
38.49%
(8.39)%
37.57%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(c)
1.25%
1.29%
1.26%
1.22%
1.25%
Net Investment Income (Loss)(c)
(1.18)%
(1.14)%
(0.93)%
(0.78)%
(0.84)%
Gross Expenses(c)
1.25%
1.29%
1.26%
1.22%
1.25%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$60,699
$76,611
$63,247
$51,619
$65,514
Portfolio Turnover(b)(d)
113%
157%(e)
89%
77%
79%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Not annualized for periods less than one year.
(c)
Annualized for periods less than one year.
(d)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
(e)
Reflects increased trading activity due to changes in allocation strategies.
92
RS Small Cap Equity Fund (Continued)
 
 
Class C
 
Year
Ended
12/31/21(a)
Year
Ended
12/31/20(a)
Year
Ended
12/31/19(a)
Year
Ended
12/31/18(a)
Year
Ended
12/31/17(a)
Net Asset Value, Beginning of
Period
$18.39
$49.61
$52.83
$115.36
$92.89
Investment Activities
 
 
 
 
 
Net Investment Income
(Loss)(b)
(0.37)
(0.84)
(1.08)
(2.04)
(1.80)
Net Realized and Unrealized
Gains (Losses) on
Investments
(1.32)
17.74
20.42
(9.13)
35.55
Total from Investment
Activities
(1.69)
16.90
19.34
(11.17)
33.75
Distributions to Shareholders
From
 
 
 
 
 
Net Realized Gains from
Investments
(3.21)
(48.12)
(22.56)
(51.36)
(11.28)
Total Distributions
(3.21)
(48.12)
(22.56)
(51.36)
(11.28)
Net Asset Value, End of
Period
$13.49
$18.39
$49.61
$52.83
$115.36
Total Return (Excludes Sales
Charge)(c)
(8.14)%
36.75%
37.26%
(9.23)%
36.34%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(d)
2.10%
2.10%
2.10%
2.10%
2.10%
Net Investment Income
(Loss)(d)
(2.04)%
(1.94)%
(1.76)%
(1.71)%
(1.69)%
Gross Expenses(d)
4.32%
5.26%
3.86%
4.24%
3.87%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period
(000's)
$380
$515
$478
$616
$533
Portfolio Turnover(c)(e)
113%
157%(f)
89%
77%
79%
(a)
Per share amounts adjusted for a 1:12 reverse stock split.
(b)
Per share net investment income (loss) has been calculated using the average daily shares method.
(c)
Not annualized for periods less than one year.
(d)
Annualized for periods less than one year.
(e)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
(f)
Reflects increased trading activity due to changes in allocation strategies.
93
RS Small Cap Equity Fund (Continued)
 
 
Class R
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$12.79
$12.32
$10.32
$16.08
$12.44
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.21)
(0.20)
(0.18)
(0.23)
(0.20)
Net Realized and Unrealized Gains
(Losses) on Investments
(0.96)
4.68
4.06
(1.25)
4.78
Total from Investment Activities
(1.17)
4.48
3.88
(1.48)
4.58
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(3.21)
(4.01)
(1.88)
(4.28)
(0.94)
Total Distributions
(3.21)
(4.01)
(1.88)
(4.28)
(0.94)
Net Asset Value, End of Period
$8.41
$12.79
$12.32
$10.32
$16.08
Total Return (Excludes Sales Charge)(b)
(7.87)%
37.31%
37.91%
(8.92)%
36.84%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(c)
1.75%
1.75%
1.75%
1.75%
1.75%
Net Investment Income (Loss)(c)
(1.68)%
(1.59)%
(1.42)%
(1.30)%
(1.34)%
Gross Expenses(c)
1.89%
2.05%
2.05%
1.88%
1.97%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$2,949
$3,325
$2,874
$2,303
$3,381
Portfolio Turnover(b)(d)
113%
157%(e)
89%
77%
79%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Not annualized for periods less than one year.
(c)
Annualized for periods less than one year.
(d)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
(e)
Reflects increased trading activity due to changes in allocation strategies.
94
RS Small Cap Equity Fund (Continued)
 
 
Class Y
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$18.71
$16.52
$13.29
$19.20
$14.62
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(0.19)
(0.16)
(0.13)
(0.14)
(0.14)
Net Realized and Unrealized Gains
(Losses) on Investments
(1.33)
6.36
5.24
(1.49)
5.66
Total from Investment Activities
(1.52)
6.20
5.11
(1.63)
5.52
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(3.21)
(4.01)
(1.88)
(4.28)
(0.94)
Total Distributions
(3.21)
(4.01)
(1.88)
(4.28)
(0.94)
Net Asset Value, End of Period
$13.98
$18.71
$16.52
$13.29
$19.20
Total Return (Excludes Sales Charge)(b)
(7.25)%
38.24%
38.69%
(8.23)%
37.78%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(c)
1.10%
1.10%
1.10%
1.10%
1.10%
Net Investment Income (Loss)(c)
(1.03)%
(0.95)%
(0.77)%
(0.69)%
(0.78)%
Gross Expenses(c)
1.10%
1.58%
1.43%
1.68%
1.34%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$3,095
$4,449
$3,275
$2,750
$6,398
Portfolio Turnover(b)(d)
113%
157%(e)
89%
77%
79%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Not annualized for periods less than one year.
(c)
Annualized for periods less than one year.
(d)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
(e)
Reflects increased trading activity due to changes in allocation strategies.
95
RS Small Cap Growth Fund 
 
Class A
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$97.45
$77.19
$61.11
$80.96
$65.31
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(1.20)
(0.97)
(0.80)
(0.83)
(0.75)
Net Realized and Unrealized Gains
(Losses) on Investments
(10.15)
30.04
23.84
(6.54)
24.13
Total from Investment Activities
(11.35)
29.07
23.04
(7.37)
23.38
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Total Distributions
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Net Asset Value, End of Period
$73.73
$97.45
$77.19
$61.11
$80.96
Total Return (Excludes Sales Charge)(b)(c)
(11.06)%
37.84%
37.91%
(8.97)%
36.86%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(d)
1.40%
1.40%
1.40%
1.40%
1.40%
Net Investment Income (Loss)(d)
(1.27)%
(1.20)%
(1.06)%
(0.94)%
(1.00)%
Gross Expenses(d)
1.42%
1.43%
1.44%
1.45%
1.44%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$634,204
$820,006
$687,425
$499,350
$575,227
Portfolio Turnover(c)(e)
92%
72%
100%
86%
107%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.
(c)
Not annualized for periods less than one year.
(d)
Annualized for periods less than one year.
(e)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
96
RS Small Cap Growth Fund (Continued)
 
 
Class C
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$79.07
$64.34
$52.19
$71.70
$58.97
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(1.55)
(1.30)
(1.17)
(1.31)
(1.18)
Net Realized and Unrealized Gains
(Losses) on Investments
(8.29)
24.84
20.28
(5.72)
21.64
Total from Investment Activities
(9.84)
23.54
19.11
(7.03)
20.46
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Total Distributions
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Net Asset Value, End of Period
$56.86
$79.07
$64.34
$52.19
$71.70
Total Return (Excludes Sales Charge)(b)(c)
(11.73)%
36.78%
36.88%
(9.66)%
35.84%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(d)
2.16%
2.16%
2.16%
2.16%
2.16%
Net Investment Income (Loss)(d)
(2.03)%
(1.96)%
(1.82)%
(1.71)%
(1.75)%
Gross Expenses(d)
2.16%
2.26%
2.27%
2.26%
2.23%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$11,387
$20,323
$18,581
$13,602
$13,633
Portfolio Turnover(c)(e)
92%
72%
100%
86%
107%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.
(c)
Not annualized for periods less than one year.
(d)
Annualized for periods less than one year.
(e)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
97
RS Small Cap Growth Fund (Continued)
 
 
Class R
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$86.56
$69.61
$55.87
$75.55
$61.63
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(1.45)
(1.20)
(1.05)
(1.15)
(1.04)
Net Realized and Unrealized Gains
(Losses) on Investments
(9.06)
26.96
21.75
(6.05)
22.69
Total from Investment Activities
(10.51)
25.76
20.70
(7.20)
21.65
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Total Distributions
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Net Asset Value, End of Period
$63.68
$86.56
$69.61
$55.87
$75.55
Total Return (Excludes Sales Charge)(b)(c)
(11.51)%
37.20%
37.28%
(9.39)%
36.24%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(d)
1.86%
1.86%
1.86%
1.86%
1.86%
Net Investment Income (Loss)(d)
(1.73)%
(1.66)%
(1.52)%
(1.40)%
(1.46)%
Gross Expenses(d)
1.86%
1.97%
1.93%
1.87%
1.94%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$5,060
$8,513
$8,012
$7,285
$7,698
Portfolio Turnover(c)(e)
92%
72%
100%
86%
107%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.
(c)
Not annualized for periods less than one year.
(d)
Annualized for periods less than one year.
(e)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
98
RS Small Cap Growth Fund (Continued)
 
 
Class R6
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
7/12/17(a)
through
12/31/17
Net Asset Value, Beginning of Period
$103.42
$81.24
$63.83
$83.67
$79.23
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(b)
(0.91)
(0.73)
(0.58)
(0.58)
(0.41)
Net Realized and Unrealized Gains
(Losses) on Investments
(10.77)
31.72
24.95
(6.78)
12.58
Total from Investment Activities
(11.68)
30.99
24.37
(7.36)
12.17
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from Investments
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Total Distributions
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Net Asset Value, End of Period
$79.37
$103.42
$81.24
$63.83
$83.67
Total Return (Excludes Sales Charge)(c)(d)
(10.74)%
38.32%
38.38%
(8.66)%
16.23%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses(e)
1.04%
1.06%
1.06%
1.06%
1.06%
Net Investment Income (Loss)(e)
(0.91)%
(0.86)%
(0.72)%
(0.64)%
(1.03)%
Gross Expenses(e)
1.04%
1.06%
1.06%
1.10%
1.41%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$611,157
$677,128
$441,471
$113,288
$25,551
Portfolio Turnover(d)(f)
92%
72%
100%
86%
107%
(a)
Commencement of operations.
(b)
Per share net investment income (loss) has been calculated using the average daily shares method.
(c)
Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.
(d)
Not annualized for periods less than one year.
(e)
Annualized for periods less than one year.
(f)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
99
RS Small Cap Growth Fund (Continued)
 
 
Class Y
 
Year
Ended
12/31/21
Year
Ended
12/31/20
Year
Ended
12/31/19
Year
Ended
12/31/18
Year
Ended
12/31/17
Net Asset Value, Beginning of Period
$103.10
$81.06
$63.75
$83.64
$67.08
Investment Activities
 
 
 
 
 
Net Investment Income (Loss)(a)
(1.00)
(0.79)
(0.62)
(0.61)
(0.53)
Net Realized and Unrealized Gains
(Losses) on Investments
(10.73)
31.64
24.89
(6.80)
24.82
Total from Investment
Activities
(11.73)
30.85
24.27
(7.41)
24.29
Distributions to Shareholders From
 
 
 
 
 
Net Realized Gains from
Investments
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Total Distributions
(12.37)
(8.81)
(6.96)
(12.48)
(7.73)
Net Asset Value, End of Period
$79.00
$103.10
$81.06
$63.75
$83.64
Total Return (Excludes Sales Charge)
(10.82)%
38.21%
38.29%
(8.72)%
37.23%
Ratios to Average Net Assets
 
 
 
 
 
Net Expenses
1.13%
1.13%
1.13%
1.13%
1.13%
Net Investment Income (Loss)
(1.00)%
(0.93)%
(0.79)%
(0.67)%
(0.68)%
Gross Expenses
1.14%
1.15%
1.15%
1.15%
1.17%
Supplemental Data
 
 
 
 
 
Net Assets, End of Period (000's)
$985,724
$1,411,316
$1,131,648
$967,112
$1,081,427
Portfolio Turnover(b)
92%
72%
100%
86%
107%
(a)
Per share net investment income (loss) has been calculated using the average daily shares method.
(b)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.
100
Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries
The availability of certain initial and contingent deferred sales charge reductions and waivers may depend on the particular financial intermediary or type of account through which you purchase or hold Fund shares. The following information about variations in sales charge reductions and waivers is applicable only to investors who purchase Fund shares through a Merrill Lynch, Ameriprise Financial, Morgan Stanley Wealth Management, Raymond James, Janney Montgomery Scott LLC, Edward D. Jones & Co., Oppenheimer & Co. Inc., Stifel, Nicolaus & Company, Inc., or Robert W. Baird & Co. platform or account.
In all instances, it is your responsibility to notify the Fund or your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge reductions or waivers. For reductions and waivers unavailable through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive those reductions and waivers.
Merrill Lynch
Shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund's Prospectus or in the SAI.
Front-End Sales Charge Waivers on Class A Shares available at Merrill Lynch
◼
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan
◼
Shares purchased by a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents)
◼
Shares purchased through a Merrill Lynch affiliated investment advisory program
◼
Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers
◼
Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch's platform
◼
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable)
◼
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)
◼
Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch's policies relating to sales load discounts and waivers
◼
Employees and registered representatives of Merrill Lynch or its affiliates and their family members
◼
Directors or Trustees of the Fund, and employees of the Fund's investment adviser or any of its affiliates, as described in this Prospectus
◼
Eligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or
101
Waivers Available Through Certain Intermediaries
deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement
CDSC Waivers on A and C Shares available at Merrill Lynch
◼
Death or disability of the shareholder
◼
Shares sold as part of a systematic withdrawal plan as described in the Fund's Prospectus
◼
Return of excess contributions from an IRA Account
◼
Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code
◼
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch
◼
Shares acquired through a right of reinstatement
◼
Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to a fee based account or platform (applicable to A and C shares only)
◼
Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
◼
Breakpoints as described in this Prospectus
◼
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the Fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
◼
Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)
Ameriprise Financial
Shareholders purchasing Fund shares through an Ameriprise Financial platform or account are eligible for the following front-end sales charge waivers and discounts, which may differ from those disclosed elsewhere in the Fund’s Prospectus or SAI.
Front-End Sales Charge Waivers on Class A Shares available at Ameriprise Financial
◼
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs
◼
Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available)
◼
Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available)
◼
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family)
Appendix A — Variations in Sales Charge Reductions and
102
Waivers Available Through Certain Intermediaries
◼
Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this Prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges
◼
Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members
◼
Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant
◼
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement)
Morgan Stanley Wealth Management
Shareholders purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerage account are eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in the Fund's Prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley
◼
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
◼
Morgan Stanley employee and employee-related accounts according to Morgan Stanley's account linking rules
◼
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund
◼
Shares purchased through a Morgan Stanley self-directed brokerage account
◼
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program
◼
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge
Appendix A — Variations in Sales Charge Reductions and
103
Waivers Available Through Certain Intermediaries
Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each entity’s affiliates (“Raymond James”)
Shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund's Prospectus or SAI.
Front-End Sales Charge Waivers on Class A Shares available at Raymond James
◼
Shares purchased in an investment advisory program
◼
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions
◼
Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James
◼
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement)
◼
A shareholder in the Fund's Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James
CDSC Waivers on Classes A and C Shares available at Raymond James
◼
Death or disability of the shareholder
◼
Shares sold as part of a systematic withdrawal plan as described in the Fund's Prospectus
◼
Return of excess contributions from an IRA Account
◼
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund's prospectus
◼
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James
◼
Shares acquired through a right of reinstatement
Front-End Load Discounts Available at Raymond James: Breakpoints, Rights of Accumulation, and/or Letters of Intent
◼
Breakpoints as described in this Prospectus
◼
Rights of Accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser's household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets
◼
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets
Appendix A — Variations in Sales Charge Reductions and
104
Waivers Available Through Certain Intermediaries
Janney Montgomery Scott LLC (“Janney”)
Shareholders purchasing fund shares through a Janney brokerage account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred sales charge (“CDSC”), or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund's Prospectus or SAI.
Front-End Sales Charge Waivers on Class A shares available at Janney
◼
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)
◼
Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney
◼
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement)
◼
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
◼
Shares acquired through a right of reinstatement
◼
Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures
CDSC Waivers on Class A and C shares available at Janney
◼
Shares sold upon the death or disability of the shareholder
◼
Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus
◼
Shares purchased in connection with a return of excess contributions from an IRA account
◼
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable Internal Revenue Service regulations as described in a Fund’s Prospectus
◼
Shares sold to pay Janney fees but only if the transaction is initiated by Janney
◼
Shares acquired through a right of reinstatement
◼
Shares exchanged into the same share class of a different fund
Front-End Load Discounts available at Janney: Breakpoints, Rights of Accumulation and/or letters of intent1
◼
Breakpoints as described in this Prospectus
◼
Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
◼
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets
1 Also referred to as an “initial sales charge”
Appendix A — Variations in Sales Charge Reductions and
105
Waivers Available Through Certain Intermediaries
Edward D. Jones & Co (“Edward Jones”)
Clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from discounts and waivers described elsewhere in the Fund’s Prospectus or statement of additional information (“SAI”) or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of the Victory Funds, or other facts qualifying the purchaser for discounts or waivers. Edward Jones can ask for documentation of such circumstance. Shareholders should contact Edward Jones if they have questions regarding their eligibility for these discounts and waivers.
Breakpoints - Breakpoint pricing, otherwise known as volume pricing, at dollar thresholds as described in the prospectus.
◼
Rights of Accumulation (“ROA”)
◼
The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except certain money market funds and any assets held in group retirement plans) of the Victory Funds held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). If grouping assets as a shareholder, this includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the ROA calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Money market funds are included only if such shares were sold with a sales charge at the time of purchase or acquired in exchange for shares purchased with a sales charge.
◼
ROA is determined by calculating the higher of cost minus redemptions or market value (current shares x NAV).
◼
The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level.
◼
Letter of Intent (“LOI”)
◼
Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met.
◼
If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established by the employer.
Sales Charge Waivers - Sales charges are waived for the following shareholders and in the following situations:
◼
Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the
Appendix A — Variations in Sales Charge Reductions and
106
Waivers Available Through Certain Intermediaries
associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones' policies and procedures.
◼
Shares purchased in an Edward Jones fee-based program.
◼
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment.
◼
Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: 1) the proceeds are from the sale of shares within 60 days of the purchase, and 2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account.
◼
Shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus.
◼
Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones.
Contingent Deferred Sales Charge (“CDSC”) Waivers
If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is expired, the shareholder is responsible to pay the CDSC except in the following conditions:
◼
Death or disability of the shareholder.
◼
Systematic withdrawals with up to 10% per year of account value.
◼
Return of excess contributions from an Individual Retirement Account (IRA).
◼
Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations.
◼
Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones
◼
Shares exchanged in an Edward Jones fee-based program.
◼
Shares acquired through NAV reinstatement.
◼
Shares redeemed at the discretion of Edward Jones for Minimum Balances, as described below.
Other Important Information Regarding Transactions Through Edward Jones
Minimum Purchase Amounts
◼
Initial purchase minimum: $250
◼
Subsequent purchase minimum: none
Minimum Balances
Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:
◼
A fee-based account held on an Edward Jones platform
◼
A 529 account held on an Edward Jones platform
◼
An account with an active systematic investment plan or LOI
Exchanging Share Classes
Appendix A — Variations in Sales Charge Reductions and
107
Waivers Available Through Certain Intermediaries
◼
At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder's holdings in a fund to Class A shares of the same fund.
Oppenheimer & Co. Inc. (“OPCO”)
Shareholders purchasing Fund shares through an OPCO platform or account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.
Front-End Sales Charge Waivers on Class A Shares available at OPCO
◼
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan
◼
Shares purchased by or through a 529 Plan
◼
Shares purchased through an OPCO affiliated investment advisory program
◼
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)
◼
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement)
◼
A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of OPCO
◼
Employees and registered representatives of OPCO or its affiliates and their family members
◼
Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus
CDSC Waivers on A and C Shares available at OPCO
◼
Death or disability of the shareholder
◼
Shares sold as part of a systematic withdrawal plan as described in the Fund's Prospectus
◼
Return of excess contributions from an IRA Account
◼
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the prospectus
◼
Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO
◼
Shares acquired through a right of reinstatement
Front-end load Discounts Available at OPCO: Breakpoints, Rights of Accumulation & Letters of Intent
◼
Breakpoints as described in this Prospectus
◼
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
Appendix A — Variations in Sales Charge Reductions and
108
Waivers Available Through Certain Intermediaries
Robert W. Baird & Co. (“Baird”)
Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.
Front-End Sales Charge Waivers on Class A Shares available at Baird
◼
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund
◼
Shares purchase by employees and registers representatives of Baird or its affiliate and their family members as designated by Baird
◼
Shares purchased using the proceeds of redemptions from a Victory Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement)
◼
A shareholder in the Funds Investor C Shares will have their share converted at net asset value to Investor A shares of the same fund if the shares are no longer subject to CDSC and the conversion is in line with the policies and procedures of Baird
◼
Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs
CDSC Waivers on Classes A and C Shares available at Baird
◼
Shares sold due to death or disability of the shareholder
◼
Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus
◼
Shares bought due to returns of excess contributions from an IRA Account
◼
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable Internal Revenue Service regulations as described in the Fund’s prospectus
◼
Shares sold to pay Baird fees but only if the transaction is initiated by Baird
◼
Shares acquired through a right of reinstatement
Front-End Load Discounts Available at Baird: Breakpoints, Rights of Accumulation, and/or Letters of Intent
◼
Breakpoints as described in this prospectus
◼
Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Victory Funds assets held by accounts within the purchaser’s household at Baird. Eligible Victory Funds assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor about such assets
◼
Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of the Victory Funds through Baird, over a 13-month period of time
Appendix A — Variations in Sales Charge Reductions and
109
VF-RS-GF-PRO (05/22)
By mail:
Victory Funds
P.O. Box 182593
Columbus, OH 43218-2593
 
P.O. Box 182593
Columbus, OH 43218-2593
Statement of Additional Information (“SAI”): The SAI contains more information about the Funds' operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this Prospectus, which means that it is legally part of this Prospectus, even if you do not request a copy.
Annual and Semi-Annual Reports: Annual and semi-annual reports contain more information about the Funds' investments and the market conditions and investment strategies that significantly affected the Funds' performance during the most recent fiscal period.
How to Obtain Information: You may obtain a free copy of the SAI or annual and semi-annual reports, and ask questions about a Fund or your accounts, online at VictoryFunds.com, by contacting the Victory Funds at the following address or telephone number, or by contacting your financial intermediary.
By telephone:
Call Victory Funds at
800-539-FUND (800-539-3863)
You also can get information about a Fund (including the SAI and other reports) from the Securities and Exchange Commission (“SEC”) on the SEC's Edgar database at http://www.sec.gov or, after paying a duplicating fee, by electronic request sent to the following e-mail address: [email protected].
Investment Company Act File Number 811-4852