TABLE OF CONTENTS

Shareholder Letter (Unaudited)					4
Managers' Commentary / Investment Overview (Unaudited)					6
Investment Objective and Portfolio Holdings (Unaudited)					45
Schedules of Portfolio Investments
VictoryShares US 500 Volatility Wtd ETF					62
VictoryShares US Small Cap Volatility Wtd ETF					74
VictoryShares International Volatility Wtd ETF					86
VictoryShares US Large Cap High Div Volatility Wtd ETF					105
VictoryShares US Small Cap High Div Volatility Wtd ETF					109
VictoryShares International High Div Volatility Wtd ETF					113
VictoryShares Emerging Market High Div Volatility Wtd ETF					120
VictoryShares Dividend Accelerator ETF					127
VictoryShares US Multi-Factor Minimum Volatility ETF					130
VictoryShares US 500 Enhanced Volatility Wtd ETF					133
VictoryShares US EQ Income Enhanced Volatility Wtd ETF					145
VictoryShares US Discovery Enhanced Volatility Wtd ETF					149
VictoryShares Developed Enhanced Volatility Wtd ETF					161
VictoryShares Nasdaq Next 50 ETF					181
VictoryShares ESG Core Plus Bond ETF					184
VictoryShares ESG Corporate Bond ETF					198
VictoryShares THB Mid Cap ESG ETF					206
Financial Statements
Statements of Assets and Liabilities					208
Statements of Operations					214
Statements of Changes in Net Assets					220
Financial Highlights					226
Notes to Financial Statements					238
Report of Independent Registered Public Accounting Firm					262
Supplemental Information (Unaudited)					264
Trustee and Officer Information					264
Proxy Voting and Portfolio Holdings Information					268
Expense Examples					268
Additional Federal Income Tax Information					270
Liquidity Risk Management Program					271
Privacy Policy (inside back cover)

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

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

For more specific information, please consult your tax adviser.

The Funds are distributed by Foreside Fund Services, LLC. Victory Capital Management Inc. is the investment adviser to the Funds and receives fees from the Funds for performing services for the Funds.

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Funds.

For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at vcm.com or call 800-539-3863. Read it carefully before you invest or send money.

The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Funds, markets or securities mentioned herein should not be considered to be indicative of future results.

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

Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

Looking back over our most recent annual reporting period offers us a stark reminder that markets go up and down, and that investor sentiment can shift quickly.

Although most of 2021 was constructive for financial markets, the script flipped as we entered the new calendar year. More recently, investors have been focused on a host of worries. Inflation data has been running hotter than expected. The U.S. Federal Reserve (the "Fed") has embarked on a new rate-hike cycle and a terrible war is raging in Eastern Europe. All these issues, among other factors, have ratcheted up market volatility in both stock and bond markets. Many broad-market stock indices have pulled back substantially during the first half of 2022 and even entered "bear market" territory, which is typically considered a 20% pullback from the most recent highs. Meanwhile, fixed income investors are also dealing with elevated volatility, and wide swaths of the bond market have struggled in the face of rising interest rates.

Throughout the ups and downs of the past annual reporting period, there have been interesting differences playing out within the broader market. In general, large-cap stocks outperformed smaller-capitalization companies for the full annual reporting period. Meanwhile, growth-oriented styles led value-oriented investments during the earlier part of our annual reporting period, while the reverse was true during the latter segment of the reporting period (as measured by the Russell family of indices). Perhaps this reflects investors' realization and expectations for future higher interest rates and corresponding higher borrowing costs.

There were other notable subplots, too. During much of 2021 we watched crypto assets captivate investors, only to see them fall out of favor as sentiment soured. This year we've seen oil prices surge, which helped fuel gains across the energy landscape while many other sectors lagged. The Energy and Utilities sectors (and yes, Cash) have been the lone bright spots for many investor portfolios. If anything, this underscores the importance of diversification.

Looking at the numbers, we see that the S&P 500^? Index, the bell-weather proxy for our domestic stock market, declined by 10.62% for the 12-month period ended June 30, 2022. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 1.53%, thanks largely to the Fed's shift toward a less accommodative monetary policy and the first rate hike in three years. At the end of our reporting period, the yield on the 10-Year U.S. Treasury finished at 2.98%.

Given the market environment of the past few months, it's no surprise that investors have become more focused on risk management and downside protection. Remember, our experience managing portfolios through various economic cycles has taught us to remain calm in the face of market turmoil. It is our view that a long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are some of the key ingredients for staying the course and progressing on investment goals.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/1/14

Net Asset Value

Market Price Value

Nasdaq Victory
US Large Cap
500 Volatility
Weighted Index¹

S&P 500^? Index²

One Year

?8.63

?8.57

?8.32

?10.62

Five Year

9.29

9.66

11.31

Since Inception

9.33

N/A

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

VictoryShares US 500 Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Large Cap 500 Volatility Weighted Index consists of 500 of the largest U.S. stocks with consistent positive earnings. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The S&P 500^? Index, an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/8/15

Net Asset Value

Market Price Value

Nasdaq Victory
US Small Cap
500 Volatility
Weighted Index¹

Russell 2000^? Index²

One Year

?11.82

?11.83

?11.40

?25.20

Five Year

7.37

7.38

7.75

5.17

Since Inception

8.49

N/A

VictoryShares US Small Cap Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Small Cap 500 Volatility Weighted Index consists of 500 of the largest U.S. small cap stocks with $3 billion or less of market value with consistent positive earnings. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 2000^? Index measures the performance of the small-cap segment of the U.S. equity universe. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

8/20/15

Net Asset Value

Market Price Value

Nasdaq Victory
International
500 Volatility
Weighted Index¹

MSCI EAFE Index (Net)²

One Year

?16.10

?15.53

?15.81

?17.77

Five Year

2.19

2.25

2.45

2.20

Since Inception

3.10

3.21

N/A

VictoryShares International Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory International 500 Volatility Weighted Index consists of 500 of the largest developed country stocks with consistent positive earnings. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The MSCI EAFE Index (Net) is an equity index that captures large-cap and mid-cap representation across Developed Markets countries around the world. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/8/15

Net Asset Value

Market Price Value

Nasdaq Victory
US Large Cap
High Dividend
100 Volatility
Weighted Index¹

Russell 1000^?
Value Index²

One Year

5.50

5.63

5.95

?6.82

Five Year

10.02

10.04

10.44

7.17

Since Inception

10.88

10.90

N/A

VictoryShares US Large Cap High Div Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Large Cap High Dividend 100 Volatility Weighted Index consists of the highest 100 dividend yielding stocks of the Nasdaq Victory US Large Cap 500 Volatility Weighted Index. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 1000^? Value Index is made up of about 1,000 of the largest companies in the U.S. equity market. It represents top companies by market capitalization. It's made up of about 90% of the total market capitalization of all U.S. stocks. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/8/15

Net Asset Value

Market Price Value

Nasdaq Victory
US Small Cap
High Dividend
100 Volatility
Weighted Index¹

Russell 2000^?Value Index²

One Year

?9.76

?9.78

?9.31

?16.28

Five Year

9.10

9.11

9.50

4.89

Since Inception

9.63

9.64

N/A

VictoryShares US Small Cap High Div Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Small Cap High Dividend 100 Volatility Weighted Index consists of the highest 100 dividend-yielding stocks of the Nasdaq Victory US Small Cap 500 Volatility Weighted Index. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 2000^? Index is an index measuring the performance of approximately 2,000 smallest-cap American companies in the Russell 3000^? Index, which is made up of 3,000 of the largest U.S. stocks. It is a market cap-weighted index. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

8/20/15

Net Asset Value

Market Price Value

Nasdaq Victory
International
High Dividend
100 Volatility
Weighted Index¹

MSCI EAFE Index (Net)²

One Year

?5.92

?5.82

?5.32

?17.77

Five Year

1.31

1.22

1.81

2.20

Since Inception

1.67

N/A

VictoryShares International High Div Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory International High Dividend 100 Volatility Weighted Index consists of the highest 100 dividend-yielding stocks of the Nasdaq Victory International 500 Volatility Weighted Index. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

10/26/17

Net Asset Value

Market Price Value

Nasdaq Victory
Emerging Market
High Dividend
100 Volatility
Weighted Index¹

MSCI Emerging
Markets Index (Net)²

One Year

?18.55

?17.96

?17.69

?25.28

Since Inception

?1.39

?1.34

N/A

VictoryShares Emerging Market High Div Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory Emerging Market High Dividend 100 Volatility Weighted Index consists of the highest 100 dividend-yielding stocks of the Nasdaq Victory Emerging Market 500 Volatility Weighted Index. These stocks are then weighted based on their standard deviation (volatility). This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The MSCI Emerging Markets Index (Net) captures large- and mid-cap representation across 24 Emerging Markets (EM) countries. With 1,380 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

4/18/17

Net Asset Value

Market Price Value

Nasdaq Victory
Dividend
Accelerator
Index¹

S&P 500^? Index²

One Year

?4.49

?4.54

?4.13

?10.62

Five Year

11.58

11.59

12.00

11.31

Since Inception

11.75

11.76

N/A

VictoryShares Dividend Accelerator ETF ? Growth of $10,000

¹The Nasdaq Victory Dividend Accelerator Index utilizes a rules-based approach designed to identify dividend paying stocks with a higher likelihood of future dividend growth. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The S&P 500^? Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

6/22/17

Net Asset Value

Market Price Value

Nasdaq Victory
US Multi-Factor
Minimum
Volatility Index¹

S&P 500^? Index²

One Year

?2.04

?1.97

?1.65

?10.62

Five Year

10.37

10.35

10.77

11.31

Since Inception

10.19

10.17

N/A

VictoryShares US Multi-Factor Minimum Volatility ETF ? Growth of $10,000

¹The Nasdaq Victory US Multi-Factor Minimum Volatility Index utilizes a rules-based approach designed to generate investment returns with less volatility than the broader U.S. market. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/1/14

Net Asset Value

Market Price Value

Nasdaq Victory
US Large Cap
500 Long/Cash
Volatility
Weighted Index¹

S&P 500^? Index²

One Year

?8.67

?8.32

?10.62

Five Year

9.24

9.25

9.66

11.31

Since Inception

9.27

9.28

N/A

VictoryShares US 500 Enhanced Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Large Cap 500 Long/Cash Volatility Weighted Index reduces its exposure to the equity markets during periods of significant market declines and reinvests when market prices have further declined or rebounded. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/1/14

Net Asset Value

Market Price Value

Nasdaq Victory
US Large Cap High
Dividend 100
Long/Cash Volatility
Weighted Index¹

Russell 1000^?
Value Index²

One Year

5.49

5.55

5.95

?6.82

Five Year

12.13

12.58

7.17

Since Inception

11.54

N/A

VictoryShares US EQ Income Enhanced Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Large Cap High Dividend 100 Long/Cash Volatility Weighted Index reduces its exposure to the equity markets during periods of significant market declines and reinvests when market prices have further declined or rebounded. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

7/31/14

Net Asset Value

Market Price Value

Nasdaq Victory
US Small Cap
500 Long/Cash
Volatility
Weighted Index¹

Russell 2000^? Index²

One Year

?8.00

?8.06

?7.49

?25.20

Five Year

7.21

7.71

5.17

Since Inception

7.14

7.13

N/A

VictoryShares US Discovery Enhanced Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory US Small Cap 500 Long/Cash Volatility Weighted Index reduces its exposure to the equity markets during periods of significant market declines and reinvests when market prices have further declined or rebounded. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 2000^? Index is a market capitalization-weighted index composed of 2,000 U.S. small-cap common stocks. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

9/30/14

Net Asset Value

Market Price Value

Nasdaq Victory
International
500 Long/Cash
Volatility
Weighted Index¹

MSCI EAFE Index (Net)²

One Year

?11.20

?10.85

?10.72

?17.77

Five Year

0.67

0.47

1.17

2.20

Since Inception

?0.03

?0.04

N/A

VictoryShares Developed Enhanced Volatility Wtd ETF ? Growth of $10,000

¹The Nasdaq Victory International 500 Long/Cash Volatility Weighted Index reduces its exposure to the equity markets during periods of significant market declines and reinvests when the market prices have further declined or rebounded. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended June 30, 2022

INCEPTION DATE

9/9/20

Net Asset Value

Market Price Value

Nasdaq Q-50 Index¹

One Year

?32.34

?32.29

Since Inception

?4.79

?4.18

N/A

VictoryShares Nasdaq Next 50 ETF ? Growth of $10,000

¹The Nasdaq Q-50 Index is a market capitalization-weighted index designed to track the performance of companies that are next-eligible for inclusion into the Nasdaq-100^? Index. The Index is comprised of 50 securities ranked by market capitalization and reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade, and biotechnology. It does not contain securities of financial companies including banking and investment companies, as these are ineligible for Nasdaq-100^? Index inclusion. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

What were the market conditions during the reporting period?

As the world attempted to return to normal, coming out of the historical COVID-19 government-imposed lockdowns, the consequences of those lockdowns began to manifest themselves. In particular, global supply chains that functioned smoothly pre-COVID-19 were disrupted in ways that have yet to work themselves out. Generally speaking, the result was demand that rebounded faster than supply could keep up. To make matters worse, apart from the human tragedy itself, Russia's invasion of Ukraine in February 2022 added to the supply chain issues, with impacts on the price of oil, natural gas, wheat, and fertilizer, to name but a few. While the general price level fell during COVID-19, when demand fell faster than supply, the reverse is now true. As measured by the Consumer Price Index, the price level skyrocketed to 7% in 2021. During 2022, prices have risen even further, to 8.6% as of the end of May 2022.

These events have taken their toll on the financial markets, with the S&P 500^? Index down 10.6% year over year, and 20% year to date; officially "bear market" territory. The bond market did not escape the pain, either. Indeed, the past year has been one of the worst for fixed income markets over the last 50 years, if not all of history. The one-year total return for the period ending June 30, 2022, for the Bloomberg US Aggregate Bond Index (the "Index") was worse than even during the U.S. dollar devaluation period in the late 1970s/early 1980s, down 10.3% year over year and down 10.4% year to date, performance almost as poor as the stock market.

These results were driven primarily by the significant rise in interest rates, as the bond market reacted to the dramatic increases in the price level. While the U.S. Federal Reserve (the "Fed") initially believed these price increases to be transitory, the bond market forced them to quickly abandon that thought. What was originally expected to be a gradual increase of 25 basis points ("bps") (a basis point is 1/100^th of a percentage point) in the Fed Funds rate morphed into rate hikes that haven't been seen since 1994. The Fed started hiking rates by 25 bps in March, then was forced to higher hikes of 50 bps in May and a whopping 75-bps hike in June.

In addition to the jump in U.S. Treasury rates, bond spreads have widened out as well. Year over year, the Bloomberg U.S. Corporate Index option-adjusted spread rose from 0.80% to 1.55%, an increase of 75 bps. This took its toll on the fixed income market, leaving the Bloomberg U.S. Corporate Index with a one-year negative total return of -14.2%.

Some economists are starting to predict a recession. The recent rise in interest rates is already beginning to dampen demand, particularly for housing, as well as automobiles. Higher gasoline and food prices are also taking their toll, forcing consumers to curtail other purchases. Although the employment situation looks decent with the unemployment rate at 3.6%, that's typically a lagging indicator, and the COVID-19 lockdowns caused havoc in the labor markets, as many businesses still cannot fill all the positions they need. Real Gross Domestic Product decreased -1.6% in the first quarter of 2022, and a decrease in the second quarter would fit the textbook definition of recession, although the consensus estimate is for growth in the second quarter. Recession or no recession, economic activity is likely to slow in the near term as the economy readjusts from the COVID-19 pandemic.

How did the VictoryShares ESG Core Plus Bond ETF (the "Fund") perform during the reporting period?

The Fund commenced operations on October 5, 2021. Since inception, the Fund returned -11.20%, underperforming the Index, which returned -10.29% for the period.

What strategies did you employ during the reporting period?

From the Fund's inception, bond spreads gradually began to widen into the end of 2021 and such widening precipitately increased following Russia's invasion of Ukraine, the subsequent increase in worldwide energy costs and persistent global inflation. Relative to the Index, the Fund was helped by its allocation to structured products, floating-rate bank loans, floating-rate commercial mortgage-backed securities and our issue selection of taxable municipals, as well as security selection amongst other spread-based, asset-backed securities. The Fund benefitted from allocations to auto loan asset-backed securities, collateralized loan obligations (CLOs), single asset, single borrower commercial mortgage-backed securities, Consumer Products, Airlines, and Consumer Non-Cyclical companies. Bond selection, especially within the Airlines, Cable and Satellite, Insurance, and Consumer Cyclical services also added to relative returns. An underweight position in U.S. Treasury securities, which generated less negative returns than the Index (as all spread product widened), hindered relative performance. Finally, our income orientation contributed positively to results. Over time, the income generated by the Fund accounts for the majority of its long-term return.

Under normal circumstances, the Fund will invest at least 80% of its net assets in securities of issuers that, at the time of purchase, rank in the highest three categories of the Adviser's proprietary environmental, social and governance ("ESG") composite score (described further in the Fund's prospectus), or are issued by the U.S. government, its agencies and instrumentalities, which are generally deemed to be rated in one of the highest three categories.

In assessing potential investments, we assess the following ESG factors:

? Environmental ? Evaluated factors might include greenhouse gas emissions or water withdrawal figures (particularly in regions of scarcity), or an evaluation of the probability of meeting greenhouse gas emissions targets in the years ahead or the quality of the issuer's water usage policy.

? Social ? Evaluated factors might include examining elements such as the issuer's safety record and the diversity of its management, as well as any stated targets towards improving these.

? Governance ? Evaluated factors might include examining, for example, the inclusiveness of the issuer's leadership and its corporate behavior and ethics.

During the reporting period the Fund continued to purchase securities that adhered to the above standards. Application of the Fund's ESG strategy along with other factors, including duration positioning and sector allocation, detracted from the Fund's investment returns relative to the Index during the period ending June 30, 2022. In particular, our security selection within the Banking, Technology, and Retail sectors contributed most to underperformance.

In keeping with our investment process, we continued to build the Fund bond by bond. We seek ideas where our fundamental understanding of the credit risk is different than that of

Investment Overview
(Unaudited)

Average Annual Total Return

Period Ended June 30, 2022

INCEPTION DATE

10/4/21

Net Asset Value

Market Price Value

Bloomberg US
Aggregate Bond Index¹

Since Inception

?11.20

?10.96

?10.29

VictoryShares ESG Core Plus Bond ETF ? Growth of $10,000

¹The Bloomberg US Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market. This includes Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities and collateralized mortgage-backed securities. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

What were the market conditions during the reporting period?

These events have taken their toll on the financial markets, with the S&P 500^? Index down 10.6% year over year, and 20% year to date; officially "bear market" territory. The bond market did not escape the pain, either. Indeed, the past year has been one of the worst for fixed income markets over the last 50 years, if not all of history. The one-year total return for the period ending June 30, 2022, for the Bloomberg US Aggregate Bond Index was worse than even during the U.S. dollar devaluation period in the late 1970s/early 1980s, down 10.3% year over year and down 10.4% year to date, performance almost as poor as the stock market.

In addition to the jump in U.S. Treasury rates, bond spreads have widened out as well. Year over year, the Bloomberg U.S. Corporate Index (the "Index") option-adjusted spread rose from 0.80% to 1.55%, an increase of 75 bps. This took its toll on the fixed income market, leaving the Index with a one-year negative total return of -14.2%.

How did VictoryShares ESG Corporate Bond ETF (the "Fund") perform during the reporting period?

The Fund commenced operations on October 5, 2021. Since inception, the Fund returned -15.37%, underperforming the Index, which returned -14.48% for the period,

What strategies did you employ during the reporting period?

In assessing potential investments, we assess the following ESG factors:

? Social ? Evaluated factors might include examining elements such as the issuer's safety record and the diversity of its management, as well as any stated targets towards improving these.

? Governance ? Evaluated factors might include examining, for example, the inclusiveness of the issuer's leadership and its corporate behavior and ethics.

During the reporting period the Fund continued to purchase securities that adhered to the above standards. Application of the Fund's ESG strategy along with other factors, including duration positioning and sector allocation, detracted from the Fund's investment returns relative to the Index during the period ending June 30, 2022. In particular, our over-allocation to corporate bonds, asset-backed securities, and commercial mortgage-backed securities, along with security selection within the Financial and Industrial sectors contributed most to underperformance.

In keeping with our investment process, we continued to build the Fund bond by bond. We seek ideas where our fundamental understanding of the credit risk is different than that of the market, working with our team of analysts to evaluate each potential investment individually. During the reporting period, we found select attractive opportunities as we continued to seek relative values across the fixed income market.

Investment Overview
(Unaudited)

Average Annual Total Return

Period Ended June 30, 2022

INCEPTION DATE

10/4/21

Net Asset Value

Market Price Value

Bloomberg U.S.
Corporate Bond Index¹

Since Inception

?15.37

?15.08

?14.48

VictoryShares ESG Corporate Bond ETF ? Growth of $10,000

¹The Bloomberg U.S. Corporate Bond Index measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasurys, government-related and corporate securities, MBS, ABS and CMBS. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

What were the market conditions during the reporting period?

U.S. equities were broadly lower during the period as a series of events kept investors concerns elevated. The COVID-19 Omicron variant outbreak in November ? December period last year was followed by geopolitical tensions culminating with Russia's invasion of Ukraine in February. The war in Ukraine and new China lockdowns in the spring served to amplify preexisting inflationary drivers such as energy prices and supply chain disruptions. In response, the U.S. Federal Reserve raised interest rates and struck a more hawkish tone, intending to bring inflation under control. The direction of interest rates and of inflation have been widely discussed and appear to have impacted a large swath of assets. Accurately predicting the future levels of interest rates is notoriously difficult, but certain of these anomalies appear to be reversing and may indicate that the extended period of ultra-low interest rates is ending.

How did VictoryShares THB Mid Cap ESG ETF (the "Fund") perform during the reporting period?

The Fund commenced operations on October 5, 2021. Since inception, the Fund returned -13.23%, outperforming the Russell Midcap^? Index (the "Index"), which returned -17.33% for the period.

What strategies did you employ during the reporting period?

The Fund utilizes a bottom-up, fundamental approach to find mispriced securities within the investment universe. The Fund selects investments based on an active fundamental process that combines financial analysis and proprietary research to evaluate potential investments' management and long-term outlook and business strategy. Using this process, the Fund generated the highest contribution to the return from the Materials, Consumer Discretionary, and Consumer Staples sectors over the period, while the Industrials, Information Technology, and Health Care sectors were the primary detractors. The Fund's top five-performing stocks (from a contribution standpoint) were Synopsys Inc. (Information Technology), Carlisle Cos., Inc. (Industrials), IHS Markit, Ltd. (Industrials), Cadence Design Systems, Inc. (Information Technology), and CACI International, Inc. (Industrials). The bottom five-performing stocks (from a contribution standpoint) were GXO Logistics, Inc. (Industrials), Zebra Technologies, Inc. (Information Technology), Dentsply Sirona, Inc. (Health Care), Darling Ingredients, Inc. (Consumer Staples), and Tyler Technologies, Inc. (Information Technology).

We apply our internally developed Environmental, Social and Governance ("ESG") rating methodology to each company when making portfolio decisions. Our portfolio management team gathers relevant ESG data using multiple primary and secondary sources such as company filings, discussions with management, news, and a number of third-party data providers. ESG data may include metrics regarding a company's carbon emissions, water utilization, employee diversity, and director independence, among other things. The Fund does not exclusively rely on any third-party ESG ratings or scores during the portfolio construction process to make investment decisions and its own proprietary ratings could differ from those of a third party. In addition, we use a bottom-up, fundamental research investment process integrated with analysis of a company's ESG factors to identify high-quality companies we believe have the ability to sustainably grow shareholder equity and

Investment Overview
(Unaudited)

Average Annual Total Return

Period Ended June 30, 2022

INCEPTION DATE

10/4/21

Net Asset Value

Market Price Value

Russell Midcap^? Index¹

Since Inception

?13.23

?13.17

?17.33

VictoryShares THB Mid Cap ESG ETF ? Growth of $10,000

¹The Russell Midcap^? Index is an unmanaged index measuring the performance of medium capitalization domestically traded common stocks. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Large Cap 500 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Johnson & Johnson	0.4	%
PepsiCo, Inc.	0.4	%
The Southern Co.	0.4	%
The Hershey Co.	0.4	%
McDonald's Corp.	0.4	%
Verizon Communications, Inc.	0.4	%
Waste Management, Inc.	0.4	%
American Electric Power Co., Inc.	0.4	%
The Coca-Cola Co.	0.4	%
Duke Energy Corp.	0.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Small Cap 500 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Safety Insurance Group, Inc.	0.5	%
MGE Energy, Inc.	0.4	%
OSI Systems, Inc.	0.4	%
BancFirst Corp.	0.4	%
Universal Corp.	0.4	%
CSG Systems International, Inc.	0.4	%
Unitil Corp.	0.4	%
John B Sanfilippo & Son, Inc.	0.4	%
Otter Tail Corp.	0.4	%
Chesapeake Utilities Corp.	0.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory International 500 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Hydro One Ltd.	0.6	%
Emera, Inc.	0.6	%
BCE, Inc.	0.6	%
Fortis, Inc.	0.5	%
TELUS Corp.	0.5	%
CLP Holdings Ltd.	0.5	%
Power Assets Holdings Ltd.	0.4	%
Intact Financial Corp.	0.4	%
Royal Bank of Canada	0.4	%
Great-West Lifeco, Inc.	0.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Large Cap High Dividend 100 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Johnson & Johnson	1.7	%
PepsiCo, Inc.	1.7	%
The Southern Co.	1.6	%
Verizon Communications, Inc.	1.6	%
American Electric Power Co., Inc.	1.6	%
The Coca-Cola Co.	1.6	%
Duke Energy Corp.	1.5	%
DTE Energy Co.	1.5	%
Exelon Corp.	1.5	%
CMS Energy Corp.	1.5	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Small Cap High Dividend 100 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Safety Insurance Group, Inc.	2.1	%
MGE Energy, Inc.	1.9	%
Universal Corp.	1.8	%
CSG Systems International, Inc.	1.7	%
Unitil Corp.	1.7	%
Otter Tail Corp.	1.6	%
Northwest Natural Holding Co.	1.6	%
SJW Group	1.6	%
Weis Markets, Inc.	1.6	%
Brady Corp., Class A	1.6	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory International High Dividend 100 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Emera, Inc.	2.4	%
BCE, Inc.	2.3	%
TELUS Corp.	2.0	%
CLP Holdings Ltd.	1.9	%
Power Assets Holdings Ltd.	1.7	%
Great-West Lifeco, Inc.	1.6	%
Power Corp. of Canada	1.5	%
Orange SA	1.5	%
Enbridge, Inc.	1.5	%
Telia Co. AB	1.5	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory Emerging Market High Dividend 100 Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Far EasTone Telecommunications Co. Ltd.	2.8	%
Malayan Banking Bhd	2.5	%
Bank of China Ltd., Class H	2.3	%
Public Bank Bhd	2.0	%
Compal Electronics, Inc.	1.9	%
Agricultural Bank of China Ltd., Class H	1.8	%
Arca Continental SAB de CV	1.8	%
Far Eastern New Century Corp.	1.7	%
Industrial & Commercial Bank of China Ltd., Class H	1.7	%
Tenaga Nasional Bhd	1.6	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory Dividend Accelerator Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

3M Co.	3.4	%
Elevance Health, Inc.	3.0	%
Consolidated Edison, Inc.	3.0	%
Lincoln Electric Holdings, Inc.	2.9	%
Apple, Inc.	2.7	%
Aon PLC, Class A	2.7	%
Colgate-Palmolive Co.	2.4	%
Mastercard, Inc., Class A	2.2	%
Merck & Co., Inc.	2.2	%
Donaldson Co., Inc.	2.2	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Multi-Factor Minimum Volatility Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Microsoft Corp.	7.8	%
Johnson & Johnson	4.6	%
Bristol-Myers Squibb Co.	4.0	%
AbbVie, Inc.	3.9	%
AutoZone, Inc.	3.7	%
Lockheed Martin Corp.	3.6	%
Waste Management, Inc.	3.4	%
Chevron Corp.	3.3	%
Texas Instruments, Inc.	3.2	%
The Allstate Corp.	3.2	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Large Cap 500 Long/Cash Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Johnson & Johnson	0.4	%
PepsiCo, Inc.	0.4	%
The Southern Co.	0.4	%
The Hershey Co.	0.4	%
McDonald's Corp.	0.4	%
Verizon Communications, Inc.	0.4	%
Waste Management, Inc.	0.4	%
American Electric Power Co., Inc.	0.4	%
The Coca-Cola Co.	0.4	%
Duke Energy Corp.	0.4	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Large Cap High Dividend 100 Long/Cash Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

PepsiCo, Inc.	1.7	%
Johnson & Johnson	1.7	%
The Southern Co.	1.6	%
Verizon Communications, Inc.	1.6	%
American Electric Power Co., Inc.	1.6	%
The Coca-Cola Co.	1.6	%
Duke Energy Corp.	1.5	%
DTE Energy Co.	1.5	%
Exelon Corp.	1.5	%
CMS Energy Corp.	1.5	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory US Small Cap High Dividend 500 Long/Cash Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Safety Insurance Group, Inc.	0.1	%
MGE Energy, Inc.	0.1	%
OSI Systems, Inc.	0.1	%
BancFirst Corp.	0.1	%
Universal Corp.	0.1	%
CSG Systems International, Inc.	0.1	%
Unitil Corp.	0.1	%
John B Sanfilippo & Son, Inc.	0.1	%
Otter Tail Corp.	0.1	%
Chesapeake Utilities Corp.	0.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Victory International 500 Long/Cash Volatility Weighted Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Hydro One Ltd.	0.1	%
Emera, Inc.	0.1	%
BCE, Inc.	0.1	%
Fortis, Inc.	0.1	%
TELUS Corp.	0.1	%
CLP Holdings Ltd.	0.1	%
Power Assets Holdings Ltd.	0.1	%
Intact Financial Corp.	0.1	%
Royal Bank of Canada	0.1	%
Great-West Lifeco, Inc.	0.1	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide investment results that track the performance of the Nasdaq Q-50 Index before fees and expenses.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Baker Hughes Co.	3.3	%
Enphase Energy, Inc.	3.1	%
CoStar Group, Inc.	2.8	%
Coca-Cola Europacific Partners PLC	2.8	%
Rivian Automotive, Inc., Class A	2.7	%
ON Semiconductor Corp.	2.5	%
Tractor Supply Co.	2.5	%
Diamondback Energy, Inc.	2.5	%
GLOBALFOUNDRIES, Inc.	2.5	%
CDW Corp.	2.5	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Investment Objective and Portfolio Holdings:

The Fund seeks to provide capital appreciation.

Top 10 Holdings*:

June 30, 2022

(% of Net Assets)

Waters Corp.	4.8	%
Cadence Design Systems, Inc.	4.7	%
Copart, Inc.	4.4	%
Amphenol Corp., Class A	4.4	%
Verisk Analytics, Inc.	4.1	%
Carlisle Cos., Inc.	4.0	%
J.B. Hunt Transport Services, Inc.	3.9	%
HEICO Corp.	3.8	%
Fastenal Co.	3.6	%
Chemed Corp.	3.6	%

Sector Allocation*:

June 30, 2022

(% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

Security Description	Shares		Value
Common Stocks (99.6%)
Communication Services (4.2%):
Alphabet, Inc., Class A (a)		465	$	1,013,356
AT&T, Inc.		58,506		1,226,286
Charter Communications, Inc., Class A (a)		2,159		1,011,556
Comcast Corp., Class A		28,356		1,112,689
DISH Network Corp., Class A (a)		25,575		458,560
Electronic Arts, Inc.		9,460		1,150,809
Fox Corp., Class A		28,145		905,143
Liberty Broadband Corp., Class C (a)		9,280		1,073,139
Liberty Media Corp.-Liberty Formula One, Class C (a)		22,862		1,451,051
Lumen Technologies, Inc.		75,396		822,570
Match Group, Inc. (a)		6,933		483,161
Meta Platforms, Inc., Class A (a)		3,395		547,444
Netflix, Inc. (a)		1,862		325,608
News Corp., Class A		54,332		846,493
Omnicom Group, Inc.		12,888		819,806
Paramount Global, Class B		24,029		593,036
Pinterest, Inc., Class A (a)		19,585		355,664
Roku, Inc. (a) (b)		3,195		262,437
Sirius XM Holdings, Inc. (c)		205,151		1,257,576
Take-Two Interactive Software, Inc. (a)		5,561		681,389
The Interpublic Group of Cos., Inc.		26,459		728,416
The Walt Disney Co. (a)		8,283		781,915
T-Mobile U.S., Inc. (a)		9,694		1,304,231
Verizon Communications, Inc.		41,618		2,112,113
Warner Bros. Discovery, Inc. (a) (b)		14,040		188,417
Warner Music Group Corp., Class A		23,886		581,863
ZoomInfo Technologies, Inc. (a)		10,637		353,574
				22,448,302
Consumer Discretionary (8.1%):
Advance Auto Parts, Inc.		6,178		1,069,350
Amazon.com, Inc. (a)		6,327		671,991
Aptiv PLC (a)		7,609		677,734
AutoZone, Inc. (a)		715		1,536,621
Bath & Body Works, Inc.		14,435		388,590
Best Buy Co., Inc.		9,362		610,309
Booking Holdings, Inc. (a)		435		760,811
Burlington Stores, Inc. (a)		3,661		498,738
CarMax, Inc. (a)		8,209		742,750
Chewy, Inc., Class A (a) (c)		10,641		369,455
Chipotle Mexican Grill, Inc. (a)		652		852,333
D.R. Horton, Inc.		11,543		764,031
Darden Restaurants, Inc.		7,180		812,202
Dollar General Corp.		7,828		1,921,304
Dollar Tree, Inc. (a)		5,583		870,111
Domino's Pizza, Inc.		2,377		926,341
Etsy, Inc. (a) (b)		3,403		249,134
Ford Motor Co.		41,233		458,923

Security Description	Shares		Value
Garmin Ltd.		11,438	$	1,123,783
General Motors Co. (a)		18,150		576,444
Genuine Parts Co.		11,759		1,563,947
Hasbro, Inc.		11,788		965,201
Hilton Worldwide Holdings, Inc.		6,898		768,713
Lennar Corp., Class A		10,538		743,667
LKQ Corp.		21,557		1,058,233
Lowe's Cos., Inc.		5,708		997,016
Marriott International, Inc., Class A		5,914		804,363
McDonald's Corp.		8,654		2,136,499
MGM Resorts International		18,275		529,061
NIKE, Inc., Class B		7,827		799,919
NVR, Inc. (a)		247		989,023
O'Reilly Automotive, Inc. (a)		2,300		1,453,048
Pool Corp.		2,465		865,782
PulteGroup, Inc.		18,563		735,652
Ross Stores, Inc.		11,679		820,216
Starbucks Corp.		15,140		1,156,545
Tapestry, Inc.		21,506		656,363
Target Corp. (b)		7,175		1,013,325
Tesla, Inc. (a)		663		446,477
The Home Depot, Inc.		4,229		1,159,888
The TJX Cos., Inc.		18,241		1,018,760
Tractor Supply Co.		5,992		1,161,549
Ulta Beauty, Inc. (a)		2,572		991,455
Vail Resorts, Inc.		4,291		935,653
VF Corp.		18,662		824,301
Whirlpool Corp.		5,744		889,573
Williams-Sonoma, Inc.		5,446		604,234
Yum! Brands, Inc.		13,274		1,506,732
				43,476,150
Consumer Staples (9.7%):
Albertsons Cos., Inc., Class A		22,479		600,639
Altria Group, Inc.		29,800		1,244,746
Archer-Daniels-Midland Co.		18,933		1,469,201
Brown-Forman Corp., Class B		25,336		1,777,574
Bunge Ltd.		12,509		1,134,441
Campbell Soup Co.		36,770		1,766,798
Church & Dwight Co., Inc.		17,776		1,647,124
Colgate-Palmolive Co.		25,268		2,024,978
Conagra Brands, Inc.		45,496		1,557,783
Costco Wholesale Corp.		2,877		1,378,889
Darling Ingredients, Inc. (a)		12,207		729,979
General Mills, Inc.		25,076		1,891,984
Hormel Foods Corp. (c)		36,734		1,739,722
Kellogg Co.		26,921		1,920,544
Keurig Dr Pepper, Inc.		43,937		1,554,930
Kimberly-Clark Corp.		14,313		1,934,402
McCormick & Co., Inc.		18,236		1,518,147
Molson Coors Beverage Co., Class B		22,052		1,202,054

Security Description	Shares		Value
Mondelez International, Inc., Class A		30,406	$	1,887,909
Monster Beverage Corp. (a)		16,627		1,541,323
PepsiCo, Inc.		13,451		2,241,744
Philip Morris International, Inc.		15,838		1,563,844
Sysco Corp.		14,469		1,225,669
The Clorox Co.		7,224		1,018,440
The Coca-Cola Co.		32,839		2,065,901
The Estee Lauder Cos., Inc.		3,905		994,486
The Hershey Co.		9,950		2,140,842
The J.M. Smucker Co.		11,958		1,530,744
The Kraft Heinz Co.		36,931		1,408,548
The Kroger Co.		20,576		973,862
The Procter & Gamble Co.		13,371		1,922,616
Tyson Foods, Inc., Class A		13,401		1,153,290
Walgreens Boots Alliance, Inc.		26,070		988,053
Walmart, Inc.		14,555		1,769,597
				51,520,803
Energy (3.6%):
APA Corp.		16,390		572,011
Chevron Corp.		9,209		1,333,279
ConocoPhillips		9,957		894,238
Continental Resources, Inc.		10,964		716,497
Coterra Energy, Inc.		32,366		834,719
Devon Energy Corp.		10,810		595,739
Diamondback Energy, Inc.		4,840		586,366
EOG Resources, Inc.		7,202		795,389
Exxon Mobil Corp.		14,211		1,217,030
Halliburton Co.		22,402		702,527
Hess Corp.		7,591		804,191
Kinder Morgan, Inc.		76,108		1,275,570
Marathon Oil Corp.		29,574		664,824
Marathon Petroleum Corp.		12,833		1,055,001
Occidental Petroleum Corp.		13,434		790,994
ONEOK, Inc.		16,439		912,364
Ovintiv, Inc.		13,129		580,171
Phillips 66		10,436		855,648
Pioneer Natural Resources Co.		3,916		873,581
Schlumberger NV		20,526		734,010
The Williams Cos., Inc.		45,924		1,433,288
Valero Energy Corp.		10,405		1,105,843
				19,333,280
Financials (15.4%):
Aflac, Inc.		24,314		1,345,294
Ally Financial, Inc.		19,750		661,822
American Express Co.		5,367		743,974
American Financial Group, Inc.		10,158		1,410,032
American International Group, Inc.		17,347		886,952
Ameriprise Financial, Inc.		3,967		942,877
Aon PLC, Class A		4,401		1,186,862

Security Description	Shares		Value
Apollo Global Management, Inc.		14,824	$	718,668
Arch Capital Group Ltd. (a)		29,748		1,353,237
Ares Management Corp., Class A		12,854		730,878
Arthur J. Gallagher & Co.		10,119		1,649,802
Bank of America Corp.		27,153		845,273
Berkshire Hathaway, Inc., Class B (a)		6,450		1,760,979
BlackRock, Inc.		1,852		1,127,942
Blackstone, Inc.		6,545		597,100
Brown & Brown, Inc.		21,896		1,277,413
Capital One Financial Corp.		6,475		674,630
Cboe Global Markets, Inc.		11,699		1,324,210
Chubb Ltd.		6,994		1,374,881
Cincinnati Financial Corp.		9,984		1,187,896
Citigroup, Inc.		21,578		992,372
Citizens Financial Group, Inc.		18,949		676,290
CME Group, Inc.		7,114		1,456,236
CNA Financial Corp.		30,422		1,365,948
Coinbase Global, Inc., Class A (a) (c)		2,691		126,531
Comerica, Inc.		10,027		735,781
Discover Financial Services		7,691		727,415
East West Bancorp, Inc.		10,810		700,488
Everest Re Group Ltd.		4,397		1,232,391
FactSet Research Systems, Inc.		4,075		1,567,123
Fidelity National Financial, Inc.		27,624		1,020,983
Fifth Third Bancorp		21,529		723,374
First Citizens BancShares, Inc., Class A		1,142		746,617
First Republic Bank		6,370		918,554
Franklin Resources, Inc.		30,988		722,330
Huntington Bancshares, Inc.		64,592		777,042
Interactive Brokers Group, Inc.		16,942		931,979
Intercontinental Exchange, Inc.		14,608		1,373,736
JPMorgan Chase & Co.		9,385		1,056,845
KeyCorp		42,819		737,771
KKR & Co., Inc.		15,709		727,170
Lincoln National Corp.		12,312		575,832
Loews Corp.		23,766		1,408,373
LPL Financial Holdings, Inc.		5,355		987,890
M&T Bank Corp.		5,343		851,621
Markel Corp. (a)		1,210		1,564,832
MarketAxess Holdings, Inc.		2,908		744,477
Marsh & McLennan Cos., Inc.		11,292		1,753,083
MetLife, Inc.		18,177		1,141,334
Moody's Corp.		4,264		1,159,680
Morgan Stanley		12,357		939,873
Morningstar, Inc.		4,237		1,024,634
MSCI, Inc.		2,189		902,196
Nasdaq, Inc.		8,815		1,344,640
Northern Trust Corp.		9,561		922,445
Principal Financial Group, Inc.		15,877		1,060,425
Prudential Financial, Inc.		10,844		1,037,554

Security Description	Shares		Value
Raymond James Financial, Inc.		10,610	$	948,640
Regions Financial Corp.		39,315		737,156
Rocket Cos., Inc., Class A (c)		63,180		465,005
S&P Global, Inc.		3,831		1,291,277
Signature Bank		2,296