Victory Integrity Mid-Cap Value Fund As of March 31, 2022

Quarterly
Commentary
First do no harm.
– Thomas Sydenham

The markets have had no shortage of information to process. Russia invaded Ukraine. The Federal Reserve is signaling
interest rate increases. The yield curve may, or may not, be flashing a recession signal. Mortgage rates have risen rapidly. We
are sure this isn’t an all-inclusive list, but you get the picture.

How long will the Ukraine war last? It has already gone on longer than most people expected. Will other countries get sucked
in and start World War III? Will there be nuclear annihilation? Will we face famine with skyrocketing fertilizer prices? These
are all outcomes that have been discussed in the media. The answers to these questions are, in our opinion, unknowable right
now.

The yield curve has received its fifteen minutes of fame of late. Parts of the curve have inverted; parts are close to inverting,
and the curve has flattened. Historically, this has pointed to slower economic growth or recession. We’re not so sure the
curve is the forecaster it used to be. Interest rates have been distorted by the Federal Reserve since the Great Financial Crisis.
Until rates “normalize,” we think there is the possibility of more noise than signal in the yield curve.

The Federal Reserve has signaled that they are going to raise interest rates to combat inflation. (Remember when it was
transitory?) There certainly is a risk that they move too aggressively and kneecap the economy.

Mortgage rates have risen sharply over the last month. This will likely have some negative impact on the consumer and
housing. In March alone, the Bankrate.com average 30-year mortgage rate rose from 4.30% to 4.90%. That’s up from 3.27%
at the beginning of the year. Moreover, the Dallas Fed just released a report saying that a housing bubble is brewing in the
U.S. housing market (“Real-Time Market Monitoring Finds Signs of Brewing U.S. Housing Bubble,” Jarod Coulter et al.,
3/29/2022: https://www.dallasfed.org/research/economics/2022/0329).

A lot of questions and concerns. Not a lot of clarity or answers. The market response to these events has been a shift back to
larger-cap, growthier names, as evidenced by the relative performance of the S&P 500 and the growth-laden NASDAQ 100
Index in March. The market behaved more like it did pre-COVID than it has post-COVID. The positioning across our
portfolios is predicated on continued economic growth (no recession), so last month’s market action wasn’t particularly
favorable relative to where our bets are. What’s a portfolio manager to do with all this information? The noise-to-signal ratio
is extremely high, in our opinion. Sometimes, the best action is no action. First do no harm. At Integrity, we are on a daily
search for the best risk/reward opportunities for our clients in our respective universes. There is always the temptation to
react to forces like those described above. We believe this is often the wrong decision. The phrase “Ready, Aim, Reflect”
describes our strategy in this situation.

The war could end tomorrow, followed by changes in risk tolerances, interest rates, sector performance, etc. We will continue
to reflect on changing circumstances and be ready to make changes as the risk/reward opportunity set dictates. In the
meantime, we believe it is best to stay the current course

The best performing sectors of the market were energy (+41%) and consumer staples (+8%). Consumer discretionary (-13%) and
technology (-9%) were the worst performing sector relative to the benchmark. Mid cap value outperformed mid cap growth.

The Victory Integrity Mid-Cap Value Fund (A shares without sales charge) outperformed the Russell Midcap® Value Index for the
quarter. Positive stock selection across most sectors led to outperformance. Materials and financials were the largest standouts.

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Victory Integrity Mid-Cap Value Fund As of March 31, 2022

Quarterly Commentary

Consumer discretionary was a minor detractor. Sector weights were neutral. Higher volatility and higher volume were
positive style attributes, while a higher beta than the benchmark was a style headwind.

Our average materials holding was up 29%, compared to 6% for the benchmark, and there were many top performers to
highlight. Sanctions against Russia, an important exporter of potash, drove a strong rally in its benchmark price, and this
aided Mosaic Co. (MOS). A beneficiary of the war in Ukraine, as the area accounts for 30% of world pig iron production,
Cleveland-Cliffs Inc. (CLF) is insulated as it produces its own pig iron internally. Aluminum prices soared following Russia's
invasion of Ukraine. Russia is a key aluminum producer, and this was a tailwind for Alcoa Corp. (AA). Sanctions against
Russia, an important exporter of nitrogen and oil, drove a strong rally in the benchmark price which helped CF Industries
Holdings, Inc. (CF). Sanctions against Russia drove oil prices rapidly higher, which benefits North America chemical
producers such as Westlake Corp. (WLK) given their natural gas advantage. Not owning Nucor Corp. (NUE) limited
performance, as the company was up 31% for the quarter.

Stock selection in capital markets and banks were the largest positives within financials. LPL Financial Holdings (LPLA) led
the way in capital markets, spurred by solid quarterly earnings. M&T Bank Corp. (MTB) was the top contributor in banks. Its
acquisition of PBCT was approved after an extended delay. It will now be able to start returning capital to shareholders.
Cincinnati Financial Corp. (CINF) was a standout amongst insurance company holdings as strong earnings and better-than-expected
top-line growth buoyed the company.

McKesson Corp. (MCK) was the top performer within health care, as the company announced an approval of an opioid
settlement which had been an overhang on the stock. The company also announced plans to divest its European business and
offset the earnings loss with a share repurchase program. Not owning life sciences tools & services companies, which were
down 18%, also helped. Viatris, Inc. (VTRS) held back performance. The company announced a restructuring plan to divest
its biosimilar segment, which had been viewed as their growth driver longer-term. We sold the position.

Within industrials, selection in machinery companies paved the way to outperformance. AGCO Corp. (AGCO) reported
strong quarterly results and provided upside guidance for 2022. Furthermore, crop prices rose rapidly, which is a key revenue
source for its farm customers. Not owning some of worst performing machinery companies, such as Stanley Black and
Decker (SWK), down 26%, also helped. Avoiding some of the underperforming professional services names was another
positive. Our average professional services company outperformed the benchmark (+1.7% versus -4.8%). There were also a
few underperformers. Old Dominion Freight Line, Inc. (ODFL) underperformed, as investors seem concerned that the freight
cycle is rolling over. ITT, Inc. (ITT) underperformed given its high exposure to Europe following the invasion of Ukraine.
Trane Technologies plc (TT) suffered as concerns about inflation and exposure to China real estate pressured shares. We
owned Quanta Services, Inc. (PWR) earlier in the quarter, but sold the position prior to its subsequent recovery.

Zynga Inc. Class A (ZNGA) and Nexstar Media Group, Inc. Class A (NXST) were highlights within communication
services. Zynga Inc. Class A (ZNGA) announced that they would be acquired by Take-Two Interactive (TTWO). Solid
execution and a favorable retransmission and political revenue outlook boosted shares of Nexstar Media Group, Inc. Class A
(NXST).

Real estate helped performance, as our average holding bested the benchmark (-0.40% vs. -3.6%). Welltower, Inc. (WELL)
was our top performer, as the outlook for occupancy and pricing in senior housing is improving.

Technology was another source of positive contribution. Selection within software was the main driver, as our average
holding outperformed the benchmark (+3% versus -12.2%). We missed owning some of the worst performing names and of
the names we did own, Citrix Systems, Inc. (CTXS) helped performance. The company announced that they would be
acquired. Western Digital Corp. (WDC) and Ciena Corp. (CIEN) hurt performance. A manufacturing issue as well as tech
spending concerns pressured shares of Western Digital Corp. (WDC). Ciena Corp. (CIEN) guided to a more back-half
weighted year than expected as supply chain constraints continue to impact operations.

Within energy, selection was a slight positive and being overweight the group helped. Energy was the top performing sector,
up 42%, as the oil price environment continued to strengthen. Many of our other top contributors such as Halliburton Co.

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Victory Integrity Mid-Cap Value Fund As of March 31, 2022

Quarterly Commentary

(HAL), Devon Energy Corp. (DVN), and Diamondback Energy, Inc. (FANG) were beneficiaries of higher oil prices. On top
of strong oil prices, a few companies had additional sources for outperformance. Pioneer Natural Resources Co. (PXD)
reduced their hedges to zero. Hess Corp. (HES) realized continued success at their offshore Guyana JV with Exxon Mobile
(XOM). We did miss out on owning a couple of other positive energy performers, most notably Occidental Petroleum Corp.
(OXY), up 96%; Marathon Oil (MRO), which was up 53%; and Valero Energy Corp. (VLO), up 37%.

Selection in consumer staples generated a minor positive. Molson Coors Beverage Company Class B (TAP) outperformed
after providing strong 2022 guidance which surprised the bearish sentiment heading into earnings. Coty Inc. Class A (COTY)
underperformed on concerns about the impact of higher interest rates, oil prices, and inflation on consumer spending.

Consumer discretionary was a small detractor. Concerns about the impact of rising rates and deteriorating affordability hurt
performance of homebuilders such as D.R. Horton (DHI). The impact of rising interest rates, oil prices, and inflation on
consumer spending/demand weighed on Brunswick Corp. (BC), Caesars Entertainment Inc. (CZR), and Capri Limited
(CPRI). Retailers such as Capri Limited (CPRI) also struggled on concerns about their ability to lap tough comparisons
resulting from last year’s government stimulus, tight inventory levels, and limited promotional activity.

Stock selection in utilities was a very minor negative. Unseasonably warmer weather weighed on results for UGI Corp.
(UGI). Higher and volatile commodity prices, along with operating and administrative cost inflation, also limited
performance.

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 Victory Integrity Mid-Cap Value Fund As of March 31, 2022

Quarterly Commentary

Past performance does not guarantee future results. For standardized performance, please visit www.vcm.com.

Carefully consider a fund's investment objectives, risks, charges and expenses before investing. To obtain a prospectus or summary prospectus
containing this and other important information, visit www.vcm.com/prospectus. Read it carefully before investing.

All investing involves risk, including the potential loss of principal. In addition to the normal risks associated with investing, investments in small-
and mid-cap companies typically exhibit higher volatility. Investments concentrated in an industry or group of industries may face more risks and
exhibit higher volatility than investments that are more broadly diversified over industries or sectors. The financial services industry is subject to
extensive government regulation that affects the scope of their activities, the prices they can charge and capital maintenance. The industry is subject to
severe competition and can be significantly affected by market conditions and activity. International investments may involve risk of capital loss from
unfavorable fluctuation in currency values, from differences in generally accepted accounting principles or from economic or political instability in
other nations. The value of your investment is also subject to geopolitical risks such as wars, terrorism, environmental disasters, and public health
crises; the risk of technology malfunctions or disruptions; and the responses to such events by governments and/or individual companies.

The Russell Midcap® Value Index is a market-capitalization-weighted index that measures the performance of Russell Midcap® Index companies
with relatively lower price-to-book ratios and lower forecasted growth.

Fund holdings mentioned in the Quarterly Commentary are as of 3/31/22 and the percentages shown are based on net assets as of that date. Fund
holdings are subject to change and should not be considered purchase recommendations. There is no assurance that the securities mentioned remain in
the Fund’s portfolio or that securities sold have not been repurchased. The Fund’s top ten holdings as of 3/31/22 were: McKesson Corp (1.7%), Devon
Energy Corp (1.6%), Pioneer Natural Resources Co (1.5%), Welltower Inc (1.3%), Arthur J. Gallagher & Co (1.3%), Hess Corp (1.3%), Diamondback
Energy, Inc. (1.3%), Halliburton Company (1.2%), Essex Property Trust (1.2%), and M&T Bank Corp (1.2%). Top holdings do not reflect cash, money
market instruments, or options/futures contracts holdings. The most currently available data regarding portfolio holdings can be found on our website,
www.vcm.com.

Contributors and Detractors Source: FactSet. The contributors and detractors mentioned are presented to illustrate examples of the Fund’s
investments and may not be representative of the Fund’s current or future investments.

The information in this article 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. The securities highlighted,
if any, were not intended as individual investment advice.

Distributed by Victory Capital Services, Inc., an affiliate of Victory Capital Management Inc., the Fund’s investment adviser.

V17.052 // 4Q 2021 INTGY Mid-Cap Val Fund COM

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