VICTORY CAPITAL MANAGEMENT INC

GENERAL VCM is a diversified global asset management firm registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Company operates a next-generation business model combining boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform. VCM provides specialized investment strategies through the following autonomous Investment Franchises: Integrity Asset Management, New Energy Capital, Pioneer Investments, RS Investments, Sycamore Capital, Trivalent Investments, WestEnd Advisors and Victory Income Investors (each, an “Investment Franchise” or “Franchise”). In addition, VCM offers rules-based solutions through its Solutions Platform. Our Franchises are largely operationally integrated but are separately branded and make investment decisions independently from one another within guidelines established by their respective investment mandates. VCM employs all of our U.S. investment professionals across our Franchises, which are not separate legal entities. Our Solutions Platform consists of multi-asset, multi-manager, quantitative, rules-based, factor-based, and customized strategies designed to achieve certain investment characteristics. Like our Franchises, our Solutions Platform is operationally integrated and supported by our centralized distribution, marketing, and operational support functions. Collectively, VCM’s Investment Franchises and Solutions Platform manage investment strategies in a variety of asset classes (such as equity, fixed income, alternative assets, and mixed asset classes) and through a variety of styles (such as active management, passive management, smart beta, asset allocation, and custom). OWNERSHIP AND LOCATIONS Through predecessor firms, VCM was organized on December 1, 1894, and began managing taxexempt assets in 1912. VCM ‘s current name was established on May 1, 2001, and was a wholly owned subsidiary of KeyCorp until July 31, 2013. Our U.S. Securities and Exchange Commission registration date is February 22, 1972. VCM is an indirect, wholly owned subsidiary of Victory Capital Holdings, Inc., (“VCH”) a Delaware corporation with its common stock listed on the NASDAQ Global Select Market, under the symbol “VCTR.” On April 1, 2025, VCH closed its previously announced transaction (the “Amundi Transaction”) with Amundi Asset Management S.A.S., a French asset manager (“Amundi”) which established “Pioneer Investments” as a VCM investment franchise. Refer to Item 10 for additional disclosure related to the Amundi Transaction. VCM is headquartered in San Antonio, TX, and has domestic offices in, Boston, MA, Brooklyn, OH, Cincinnati, OH, Charllotte, NC, Durham, NC, Hanover, NH, Rocky River, OH, San Francisco, CA, as well as an international office located in the United Kingdom. TYPES OF ADVISORY SERVICES Through its separate Investment Franchises and its Solutions Platform, each with its own investment teams and unique strategies, VCM provides discretionary investment advisory services to: (1) “separate accounts” owned by institutional clients or high net worth individuals or separately managed accounts held through wrap fee programs sponsored by other registered investment advisers (see “Wrap Fee Disclosures” below); and (2) “pooled vehicles” including affiliated and unaffiliated registered investment companies,

alternative investment funds (“AIFs”), collective investment trusts (“CITs”), exchange traded funds (“ETFs”), private funds, European investment companies with variable capital and securities (“SICAVs”), and Undertaking for Collective Investment in Transferable Securities (“UCITS”) funds; and non-discretionary investment advisory services to: (3) “model portfolio programs” sponsored, organized, and administered by wrap sponsors (see “Wrap Fee Disclosures “below) or other third-parties. As of December 31, 2025, VCM managed $279,326,303,878 1 worth of assets on a discretionary basis and $2,652,070,811 2 worth of assets on a non-discretionary basis. INVESTMENT ADVISORY SERVICES Separate Accounts A client with a separate account enters into an investment advisory agreement directly with VCM. This agreement, together with any investment policy statement or similar guidelines provided by the client and agreed to by VCM, stipulates the investment strategies, objectives, guidelines and restrictions (which may include, among other things, restrictions on: market-capitalization, cash levels, security restrictions, or certain techniques that may be used in managing the account) applicable to the client’s account (the “investment mandate”) and includes provisions relating to investment management fees, proxy voting and termination. VCM also provides discretionary investment advisory services to separately managed account wrap programs (“SMAs”). In SMA programs, the SMA client may enter into a wrap fee agreement with the SMA sponsor. Alternatively, the SMA client may enter into both a wrap fee agreement and an agreement directly with VCM as the investment adviser (a “dual contract”). The investment mandate stipulates the SMA client’s investment strategies, objectives, restrictions, and guidelines. Typically, the SMA wrap sponsor will assist the SMA client with choosing one or more investment advisers or sub-advisers, such as VCM, from a group of investment advisers that are available under the wrap program (based on the client’s investment mandate). The investment management advice that VCM provides to discretionary clients – and how the investor will be affected by investment decisions – will vary from one client to another. VCM may from time to time, subject to applicable law, discuss with clients or potential clients (upon their request) one or more issuers (public or private) which it does not then hold in any portfolio managed by it, and which it may or may not be considering for investment. Any such discussions are solely for informational purposes for the client or potential client and are not intended to constitute investment advice (except to the extent such discussions are investment advisory services specifically contemplated by the investment advisory agreement with VCM). Such discussions may include, among other things, the views of an investment team at VCM regarding the issuer or its securities, the issuer’s financial condition or prospects, or the merits generally of an investment (or non-investment) in that issuer or any industry or sector of which that issuer is a part. VCM is under no obligation to enter into such discussions with any client or all clients and may have such discussions only with certain clients in its sole discretion. VCM will not, as a result of any such discussion, be limited in any way from purchasing or selling investments of any such issuer, including 1 This number is derived from “Regulatory Assets Under Management” calculation required under Item 5.F

of Form ADV Part 1A.

2 A portion of these are assets related to the Model Portfolio Programs described below which are not eligible for

inclusion for purposes of reporting “Regulatory Assets Under Management” under Item 5.F of Form ADV Part 1A.

investments that may be or appear to be inconsistent with the views expressed in such discussion. Pooled Vehicles VCM provides investment advisory services to affiliated and unaffiliated pooled vehicles (or “funds”). VCM provides investment management advice to these funds according to the investment mandate that is outlined in the funds’ offering and governing documents (and advisory agreements, if applicable). Although there may be many investors in a fund, the investment mandate is not tailored to each investor’s needs the way separate accounts are tailored to each client. VCM is the investment adviser for the following types of pooled vehicles: i.

Victory-Sponsored Pooled Vehicles. VCM and its affiliates serve as the investment adviser, manager and/or sponsor to the separate series of the following affiliated pooled vehicles: Victory Capital Collective Investment Trust, Victory Capital International Collective Investment Trust, the Victory Funds, and the Victory Private Funds. “Victory Funds” includes the individual series portfolios of Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, and Victory Variable Insurance Funds II, each an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Pioneer ILS Interval Fund, a closed-end investment company under the 1940 Act. “Victory Private Funds” means any affiliated hedge fund, private equity fund, or any other fund that is excluded from the definition of investment company under the 1940 Act.

ii.

Externally Sponsored Pooled Vehicles. VCM acts as investment sub-advisor to registered investment companies (such as mutual funds, UCITS, and SICAVs) and other nonregistered pooled vehicles that are sponsored by third-parties. VCM currently acts as a subadviser for the registered investment companies disclosed in Part 1 of Form ADV. VCM is authorized by the Central Bank of Ireland to act as an investment manager to Irish UCITS funds. The New Energy Capital franchise also provides non-discretionary investment advice to a private equity fund and serves in a discretionary capacity as sub-advisor to another private equity fund both of which are managed by North Sky Capital, LLC.

Model Portfolio Programs VCM provides non-discretionary investment advisory services to the following programs: Unified Managed Accounts (“UMA”). VCM enters into agreements with other unaffiliated investment advisers (“UMA sponsors”) who sponsor wrap fee programs (see “Wrap Fee Disclosures” below). For a UMA program, VCM creates and provides security recommendations (a “model portfolio”) to the UMA sponsor but does not have discretionary authority to implement trades for UMA clients. The UMA sponsor retains full discretion to accept, modify or reject the model portfolio. The UMA sponsor bears the responsibility to determine whether an investment is or continues to be appropriate for the UMA client. UMA clients are clients of the UMA sponsor; they are not clients of VCM. Victory Capital 529 Education Savings Plan (the “529 Plan”). The 529 Plan is sponsored by the Board of Trustees of the College Savings Plans of Nevada (“Nevada Board”). Ascensus Investment Advisors, LLC (“Ascensus”) is the program manager. The 529 Plan is underwritten and distributed by Victory Capital Services, Inc. (“VCS”). The 529 Plan is designed to satisfy the requirements of Section 529 of the Internal Revenue Code for qualified tuition programs. VCS recommends to the Nevada Board and Ascensus certain Victory Funds that underly each portfolio available within the 529 Plan. The Nevada Board retains investment discretion with respect to the decision to accept or reject any of the recommendations made by VCS. Detailed information about the 529 Plan is available in the Victory Capital 529 Education Savings Plan Description and Participation Agreement, which is a separate document provided to each 529 Plan participant.

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VCM is generally paid an asset-based fee for its advisory services, at rates which vary, based primarily on the type of strategy and the type and size of the account. Certain separate account clients, certain Victory Funds, and certain Victory Private Funds pay VCM an advisory fee structured with a performance-based fee or fulcrum fee, which is a modification of the standard asset-based fee. ASSET-BASED FEES VCM’s asset-based fee schedules for new separate accounts are listed below. Advisory fees may be negotiated in limited circumstances, depending on the nature of the client’s portfolio, the customized services being provided and the investment objectives. When VCM negotiates fees, it may take into account the strategy, the services being provided and the size of the account and the overall relationship with VCM. For example, accounts within a family or business relationship may be aggregated in order to apply advisory fee breakpoints. On occasion, VCM may agree to fixed (or flat) fee arrangements. VCM may impose minimum sizes and minimum annual fees. VCM reserves the right to charge higher fees for accounts that require customized solutions or do not meet account minimums. VCM also reserves the right to waive fees, reduce mandatory minimums, or to close a strategy to new or existing investors. Fees may be waived or reduced for investors who are affiliates of VCM, employees of VCM or its affiliates (or family members of such employees), and certain other investors as determined by VCM in its sole discretion. VCM offers products that are customized to produce desired outcomes based on specific client needs through its Solutions Platform. These services may leverage our quantitative and qualitative expertise to deliver a customized index, manage passive products tied to an index, or recommend a custom portfolio incorporating asset allocation, security, and manager selection, designed to deliver a specific exposure or outcome. Fees for products offered through our Solutions Platform are individually negotiated by each client based on the delivered solution. VCM receives asset-based fees for the advisory services it provides to the Victory Funds, other pooled vehicles, and wrap clients that are different from what are shown below. Investors in these products should consult the offering documents or wrap program brochure for more information about VCM’s advisory fees. The investment advisory services VCM provides to the Victory Funds and the fee schedules for such services are described in each Fund’s current Prospectus and Statement of Additional Information (“SAI”) filed with the SEC. VCM and the Victory Funds have entered into an expense limitation agreement where VCM waives fees or reimburses expenses for certain Victory Funds as detailed in the Fund’s Prospectus and SAI, which can also be found under the Mutual Fund section of VCM’s website at www.vcm.com.

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Domestic Equity Integrity Asset Management

Style

Standard Institutional Minimum Account Size Separate Account Fee / Schedule Annual Fee $5M / $42.5K • 0.85% on the first $15M • 0.75% on the next $35M • 0.65% on the next $50M • 0.60% on assets exceeding $100M $5M / $50K • 1.00% on the first $15M • 0.85% on the next $35M • 0.80% on the next $50M • 0.75% on assets exceeding $100M $10M / $100K • 1.00% on the first $15M • 0.90% on the next $35M • 0.80% on the next $50M • 0.75% on assets exceeding $100M $5M / $50K • 1.00% on the first $15M • 0.90% on the next $35M • 0.80% on the next $50M • 0.75% on assets exceeding $100M

Integrity Mid Cap Value

Mid Cap Value

Integrity Small/Mid Cap Value

Small/Mid Cap Value

Integrity Small Cap Value

Small Cap Value

Integrity Micro Cap Value

Micro Cap Value

Pioneer Investments

Style

US Disciplined Growth Equity

Equity

Minimum Account Size $25M

US Disciplined Value Equity

Equity

$25M

US Dividend Equity

Equity

$25M

US Equity ESG Improvers

Equity

$25M

Standard Institutional Separate Account Fee Schedule • 0.55% on the first $50M • 0.45% on the next $50M • 0.40% on the next $100M • 0.35% Thereafter • 0.55% on the first $50M • 0.45% on the next $50M • 0.40% on the next $100M • 0.35% Thereafter • 0.50% on the first $50M • 0.40% on the next $50M • 0.35% on the next $100M • 0.30% Thereafter • 0.50% on the first $50M • 0.40% on the next $50M • 0.35% on the next $100M • 0.30% Thereafter 11 | P a g e

US Large Cap Growth Equity

Equity

$25M

US Core Equity

Equity

$25M

US Large Cap Core Equity

Equity

$25M

US Mid-Cap Growth Equity

Equity

$25M

US Mid-Cap Value Equity

Equity

$25M

RS Investments

Style

RS Small Cap Value

Small Cap Value

RS Mid Cap Value

Mid Cap Value

RS Large Cap Value

Large Cap Value

RS Concentrated All Cap Value

All Cap Value

Minimum Standard Institutional Account Size Separate Account Fee / Annual Fee Schedule $10M / $100K • 1.00% on the first $30M • 0.80% on the next $20M • 0.60% on assets exceeding $50M $10M / $60K • 0.60% on the first $25M • 0.55% on the next $25M • 0.50% on the next $50M • 0.45% on assets exceeding $100M $10M / $50K • 0.50% on the first $25M • 0.45% on the next $25M • 0.40% on the next $50M • 0.35% on assets exceeding $100M $10M / $85K • 0.85% on the first $30M • 0.80% on the next $20M • 0.75% on assets exceeding $50M

• 0.65% on the first $25M • 0.55% on the next $25M • 0.45% on the next $50M • 0.40% Thereafter • 0.50% on the first $50M • 0.40% on the next $50M • 0.35% on the next $100M • 0.30% Thereafter • 0.50% on the first $50M • 0.40% on the next $50M • 0.35% on the next $100M • 0.30% Thereafter • 0.65% on the first $50M • 0.60% on the next $50M • 0.50% on the next $100M • 0.45% Thereafter • 0.65% on the first $50M • 0.55% on the next $50M • 0.50% on the next $100M • 0.45% Thereafter

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RS Small Cap Growth Small Cap Growth

$10M / $90K

Sycamore Capital

Style

Sycamore Mid Cap Value

Mid Cap Value

Sycamore Small Cap Value

Small Cap Value

Standard Minimum Account Size Institutional / Annual Fee Separate Account Fee Schedule $10M / $75K • 0.75% on the first $25M • 0.70% on the next $25M • 0.65% on the next $50M • 0.60% on assets exceeding $100M $10M / $100K • 1.00% on the first $10M • 0.85% on the next $15M • 0.80% on the next $25M • 0.75% on the next $50M • 0.70% on assets exceeding $100M

• 0.90% on the first $25M • 0.80% on the next $25M • 0.70% on the next $50M • 0.60% on assets exceeding $100M RS Concentrated Small Cap Growth $10M / $100K • 1.00% on the first $25M Small Cap Growth • 0.90% on the next $25M • 0.80% on the next $50M • 0.70% on assets exceeding $100M RS Small/Mid Cap Small/Mid Cap Growth $10M / $80K • 0.80% on the first $25M Growth • 0.70% on the next $25M • 0.60% on the next $50M • 0.55% on assets exceeding $100M RS Mid Cap Growth Mid Cap Growth $10M / $70K • 0.70% on the first $25M • 0.65% on the next $25M • 0.60% on the next $50M • 0.50% on assets exceeding $100M RS Large Cap Growth Large Cap Growth $10M / $50K • 0.50% on the first $25M • 0.45% on the next $25M • 0.40% on the next $50M • 0.35% on assets exceeding $100M RS Science & Sector Focus $10M / $100K • 1.00% on the first $30M Technology • 0.80% on the next $20M • 0.60% on assets exceeding $50M

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WestEnd Advisors

Style

Large-Cap Core Equity

Large Cap Growth

U.S. Sector

Sector Focus

Standard Minimum Account Size Institutional Separate Account Fee Schedule $100K • 1.00% on the first $5M • 0.90% on the next $5M • 0.75% on the next $15M • 0.65% on the next $25M • 0.50% on assets exceeding $50M $50K • 1.00% on the first $5M • 0.90% on the next $5M • 0.75% on the next $15M • 0.65% on the next $25M • 0.50% on assets exceeding $50M

International Equity Pioneer Investments

Style

Global ESG Growth Equity

Equity

Minimum Account Size $25M

Global ESG Value Equity

Equity

$25M

Global Equities

Equity

$25M

Global Equity Top World

Equity

$25M

International Equity

Equity

$25M

Standard Institutional Separate Account Fee Schedule • 0.65% on the first $50M • 0.55% on the next $50M • 0.50% on the next $100M • 0.45% Thereafter • 0.65% on the first $50M • 0.55% on the next $50M • 0.50% on the next $100M • 0.45% Thereafter • 0.65% on the first $50M • 0.55% on the next $50M • 0.50% on the next $100M • 0.45% Thereafter • 0.65% on the first $50M • 0.55% on the next $50M • 0.50% on the next $100M • 0.45% Thereafter • 0.50% on the first $50M • 0.45% on the next $100M • 0.40% Thereafter

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RS Investments

Style

RS International

International All Cap Core

RS Global

Global All Cap Core

Trivalent Investments

Style

Trivalent International Small Cap Trivalent International Developed Equity (EAFE)

International Small Cap Core

Trivalent International Equity (ACWI ex US)

ACWI ex-US Large Cap Core

Trivalent Emerging Markets

Emerging Markets Large Cap Core

Trivalent Emerging Markets Small Cap

Emerging Markets Small Cap

International All Cap Core

Minimum Standard Institutional Account Size Separate Account Fee / Schedule Annual Fee $10M / $50K • 0.50% on the first $50M • 0.45% on the next $50M • 0.40% on assets exceeding $100M $10M / $50K • 0.50% on the first $50M • 0.45% on the next $50M • 0.40% on assets exceeding $100M

Standard Institutional Minimum Account Size Separate Account Fee / Annual Fee Schedule $10M / $95K • 0.95% on the first $25M • 0.85% on assets exceeding $25M $10M / $60K • 0.60% on the first $50M • 0.55% on the next $50M • 0.50% on assets exceeding $100M $10M / $60K • 0.60% on the first $50M • 0.55% on the next $50M • 0.50% on assets exceeding $100M $10M / $90K • 0.90% on the first $50M • 0.80% on the next $50M • 0.70% on the next $50M • 0.60% on assets exceeding $150M $25M / $250K • 1.00% on the first $25M • 0.95% on the next $25M • 0.90% on the next $50M • Negotiable on assets exceeding $100M

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WestEnd Advisors

Style

Global Equity

Equity

Minimum Standard Institutional Account Size Separate Account Fee Schedule $50K • 1.00% on the first $5M • 0.90% on the next $5M • 0.75% on the next $15M • 0.65% on the next $25M • 0.50% on assets exceeding $50M

Fixed Income Victory Income Investors - Taxable

Style

Minimum Account Size / Annual Fee $25M / $62.5K

Victory Government Securities

Government

Victory High Income

Core/High Yield Credit

$50M / $225K

Victory Income

Core Plus/Aggregate Credit

$25M / $75K

Victory Core Fixed Income

Core/Aggregate

$25M / $70K

Victory Core Plus Fixed Income

Core Plus/Aggregate

$25M / $62.5K

Victory Short-Term Bond

Short Core/Aggregate Govt./Credit

$25M / $50K

Victory Ultra ShortTerm Bond

Short Core/Aggregate Govt./Credit

$25M / $37.5K

Standard Institutional Separate Account Fee Schedule • 0.25% on the first $50M • 0.20% on the next $50M • 0.15% on assets exceeding $100M • 0.45% on the first $50M • 0.40% on the next $50M • 0.35% on assets exceeding $100M • 0.30% on the first $50M • 0.25% on the next $50M • 0.20% on assets exceeding $100M • 0.35% on the first $25M • 0.25% on the next $25M • 0.20% on the next $50M • 0.15% on assets exceeding $100M • 0.25% on the first $50M • 0.20% on the next $50M • 0.15% on assets exceeding $100M • 0.20% on the first $50M • 0.15% on the next $50M • 0.15% on assets exceeding $100M • 0.15% on the first $50M • 0.125% on the next $50M • 0.10% on assets exceeding $100M

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Victory Short Government

Short Government/Agen cy

$20M / $70K

Victory Investment Grade Convertible Securities

Investment Grade Convertible Securities

$10M / $55K

Victory Corporate Bond

Core/US Corporate

$25M / $75K

Victory Income Investors - TaxExempt Victory Tax Exempt Long- Term

Style

Victory Tax Exempt IntermediateTerm

Intermediate/Tax Exempt Municipals

Victory Tax Exempt ShortTerm

Short/Tax Exempt Municipals

Standard Institutional Separate Minimum Account Size / Account Fee Schedule Annual Fee $25M / $75K • 0.30% on the first $25M • 0.25% on the next $25M • 0.20% on assets exceeding $50M $25M / $62.5K • 0.25% on the first $50M • 0.20% on the next $50M • 0.15% on assets exceeding $100M $25M / $50K • 0.20% on the first $50M • 0.15% on the next $50M • 0.10% on assets exceeding $100M

Victory Income Investors - Cash Management

Style

Victory Money Market

Ultra-Short/Cash Management

Victory Treasury Money Market Victory Tax Exempt Money Market

Ultra-Short/Cash Management Tax Exempt/Cash Management

Long/Tax Exempt Municipals

• 0.35% on the first $50M • 0.30% on the next $50M • 0.25% on assets exceeding $100M • 0.55% on the first $25M • 0.50% on the next $25M • 0.45% on the next $50M • 0.40% on assets exceeding $100M • 0.30% on the first $50M • 0.25% on the next $50M • 0.20% on assets exceeding $100M

Minimum Standard Institutional Separate Account Fee Schedule Account Size / Annual Fee $25M / $37.5K • 0.15% on the first $100M • 0.10% on assets exceeding $100M $25M / $25K • 0.10% on all assets $25M / $37.5K • 0.15% on the first $100M • 0.10% on assets exceeding $100M

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Other Pioneer Investments

Style

US Balanced ESG

Balanced

Minimum Account Size $25M

Multi-Asset Credit

Multi-Asset

$25M

US Multi-Asset Ultrashort Fixed Income

Multi-Asset

$150M

Multi-Asset Income

Multi-Asset

$500M

Victory Solutions (VS)

Style

VS Alternative Income Strategy

Alternative / Quantitative

VS Global Quality Dividend Strategy

Global/Quantitative

$10M / $45K

• Range of 0.45%-0.10% on all assets

VS Global MultiAsset Strategy

Global/Quantitative

$10M / $45K

• Range of 0.45%-0.10% on all assets

VS Domestic Equity Rules-Based Strategies VS International Equity Rules-Based Strategies VS Alternatives Rules-Based Strategies

Varies by Strategy

$10M / $30K

• Range of 0.30%-0.10% on all assets

Varies by Strategy

$10M / $45K

• Range of 0.45%-0.10% on all assets

Varies by Strategy

$10M / $60K

• Range of 0.60%-0.10% on all assets

Standard Institutional Separate Account Fee Schedule • 0.53% on the first $50M • 0.39% on the next $50M • 0.33% on the next $100M • 0.30% Thereafter • 0.425% on the first $50M • 0.375% on the next $50M • 0.325% on the next $100M • 0.25% Thereafter • 0.15% on the first $100M • 0.10% on the next $100M • 0.075% Thereafter • 0.50% on all assets

Minimum Standard Institutional Separate Account Size / Account Fee Schedule Annual Fee $20M / $80K • 0.40% on all assets

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Victory Solutions (VS) – QVM

Style

Read the rest in the brochure

Investment Franchises VCM’s separate Investment Franchises have autonomy over their investment process, strategies, and portfolio decisions. In addition, VCM’s Solutions Platform creates customized strategies using various approaches such as multi-asset, multi-manager, quantitative, rules-based, and factor-based investment techniques. Each franchise and team are supported by a common infrastructure comprising trading, operations, compliance, sales, marketing, client service, and general business management. Overall, these Investment Franchises manage or oversee a variety of domestic and international equities, convertibles, fixed income, and alternative asset strategies. Each strategy is intended to be one of several components of a client’s overall asset allocation and is not intended to be a complete investment program. With respect to each mutual fund and ETF managed by one or more VCM Investment Franchises, the prospectus sections captioned Investment Objective, Principal Investment Strategy, and Additional Fund Information describe the investment objective(s) and the investment policies applicable to each mutual fund and ETF. There can, of course, be no assurance that each mutual fund and ETF managed by a VCM Investment Franchise will achieve its investment objective(s). See each Mutual Fund or ETF’s Statement of Additional Information (“SAI”) on details of whether a Mutual fund or ETF’s objective(s) is a fundamental policy. If there is a change in the investment objective(s) of a mutual fund or ETF, relevant shareholders should consider whether the mutual fund or ETF remains an appropriate investment in light of then-current needs. Below is a summary of the investment strategies and methodologies used by each franchise and the Solutions Platform, together with a list of the principal risks associated with those strategies. A complete description of these risks is further below under “Glossary of Risks.” Any investment includes the risk of loss that clients should be prepared to bear, and there can be no guarantee that a particular level of return will be achieved. Clients and other investors should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. They should read carefully all applicable offering or governing documents. Integrity Asset Management (“Integrity”) Integrity strategies invest primarily in equity securities of micro-, small-, small-/mid- or midcapitalization companies. Integrity invests most of its assets in U.S. company securities but may also invest in foreign securities. Their universe includes any security within the market cap range of the respective Russell Value Index. Integrity focuses on achieving capital appreciation by maintaining a diversified portfolio of stocks that are currently undervalued yet poised to outperform. To identify these stocks, their disciplined process seeks the following two key elements:

Good Value: statistically cheap stocks trading below their estimate of intrinsic value Good News: identify catalysts that lead to improving investor sentiment

Risk exposure is continuously evaluated throughout the process to promote consistent long-term performance versus the respective Russell Value Index. Integrity employs a flexible value approach to investing. Their strategies utilize different “flavors” of 25 | P a g e

value investing in the portfolio. They combine this value style selection along with a disciplined bottom-up stock selection approach that seeks to find the right company at the right price and at the right time. The process focuses primarily on bottom-up factors, but top-down inputs are considered as part of the sector allocation process. The process is not preoccupied with the narrow deep-value universe and seeks outperformance in both up and down markets. The process includes proprietary screening with disciplined and quantitative framework that focuses attention on important criteria for value valuation and timing. The process combines traditional value metrics with growth metrics such as earnings estimates (momentum) and catalysts, resulting in a portfolio of timely value stocks. Principal Investment Risks Equity Securities Risk; Focused Investment/Financial Sector Risk; Foreign Securities Risk; Investment Style Risk; IPO Risk; Liquidity Risk; Management Risk; REIT Risk; and SmallCapitalization Stock Risk. New Energy Capital (“NEC”) NEC originates and structures investments in developers of clean energy infrastructure assets across multiple sectors and geographies. It differentiates itself through extensive industry relationships and the ability to successfully execute complex transactions to create a unique value proposition. NEC pursues partnering strategies to leverage opportunities where necessary, and asset aggregation strategies to build salable platforms in fragmented markets. The success of the investment strategy requires a thorough understanding of key markets and the specific drivers which create infrastructure investment opportunities. NEC continually evaluates exit opportunities and potential liquidity events for its equity investments, including:

Trade sales of individual investments or portfolios of like investments Mergers and acquisitions

Public market registration and sale of aggregated investments Recapitalization, securitization and refinancing of select investments

Effective due diligence is an essential component of the NEC investment strategy. NEC has demonstrated the ability to evaluate technical, commercial, financial, legal and policy related risks, and to work with counterparties to appropriately mitigate such risks. Principal Investment Risks Assessment Risk; Cash Position Risk; Debt Securities Risk; Early-Stage Opportunities Risk; Equity Securities Risk; Financing Risk; Focused Investment Risk; Limited Information Risk; Portfolio Company Risk; Limited Partnership Interests Risk; Regulatory Risk. Pioneer Investments (“Pioneer”) Pioneer selects investments from a wide range of asset classes and employs a variety of styles in managing client assets. With respect to equity securities, Pioneer employs both fundamental research and quantitative research to its portfolio management. From both the fundamental research and quantitative research groups, information flows to the portfolio managers, who are responsible for active portfolio management. The investment management teams evaluate the research teams’ recommendations against Pioneer buy or sell disciplines, and act accordingly. 26 | P a g e

With respect to fixed income securities, Pioneer’s investment professionals consistently apply wellestablished means of identifying potentially rewarding securities. Whether applying top-down analysis that leads to selection of government bonds, or the bottom-up approach that ends with corporate bonds being selected, the investment management teams’ goal is portfolio construction that matches product objectives and supports investors’ goals. Pioneer investment professionals broadly function as a cohesive investment team, but also specialize as teams that manage strategies within their area of expertise across the following asset classes: Balanced

Bank Loan

Equity

High Yield

Insurance Linked Securities (“ILS”) Short-Term

Investment Grade Multi-Asset

Securitized

Fixed Income – Multi Asset Municipal

Pioneer – Balanced Pioneer allocates assets between equity and debt securities based on its assessment of current business, economic and market conditions. Equity securities in which Pioneer may invest include common stocks and securities with common stock characteristics, such as equity interests in real estate investment trusts (“REITs”), securities of other investment companies (including mutual funds, and exchange traded funds) that invest primarily in equity securities, and preferred stocks. Debt securities in which Pioneer may invest include instruments and obligations of U.S. and non-U.S. corporate and other non-governmental entities, those of U.S. and non-U.S. governmental entities, mortgage-related or mortgage-backed securities (including “sub-prime” mortgages), asset-backed securities, municipal securities, subordinated debt securities, event-linked bonds and other insurance-linked securities, securities of other investment companies (including mutual funds and exchange-traded funds) that invest primarily in debt securities, short-term debt securities, cash and cash equivalents. Principal Investment Risks Cash Position Risk; Credit (or default) Risk; Convertible Debt Securities Risk; Currency Risk; Cybersecurity Risk; Derivatives Risk; Expense Risk; Extension Risk; Foreign Securities Risk; HighYield/Junk Bond Risk; IPO Risk; Interest Rate Risk; Investment Company Risk; Leveraging Risk; Liquidity Risk; Market Risk; Market Segment Risk; Mortgage-related and Asset-backed Securities Risk; Municipal Securities Risk; Portfolio Selection Risk; Portfolio Turnover Risk; Preferred Stocks Risk; Prepayment or Call Risk; Redemption Risk; REIT Risk; Repurchase Agreement Risk; Responsible Investing Risk; Risk of Inverse Floating Rate Obligations; Risk of Investing in Eventlinked Bonds; Risks of Instruments That Allow for Balloon Payments or Negative Amortization Payments; Risks of Investing in Insurance-linked Securities; Risks of Investing in Inverse Floating Rate Obligations; Risks of Investing in Loans; Risks of Subordinated Securities; Risks of Zero Coupon Bonds, Payment in Kind, Deferred and Contingent Payment Securities; US Government Agency Obligations Risk; Valuation Risk; Value Style Risk.

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Pioneer – Bank Loan Pioneer’s Bank Loan strategies focus on investing in senior secured loans, offering investors an alternative fixed income solution with floating rate exposure. These strategies prioritize credit quality and seek to capitalize on mispriced opportunities in the leveraged loan market. With an emphasis on fundamental credit research and active risk management, these strategies aim to generate attractive yield while mitigating default risks. Principal Investment Risks Cash Position Risk; Collateral Risk; Convertible Debt Securities Risk; Credit (or default) Risk; Risk; Currency Risk; Cybersecurity Risk; Derivatives Risk; Expense Risk; Extension Risk; Foreign Securities Risk, High-Yield/ Junk Bond Risk; IPO Risk; Interest Rate Risk; Investment Company Risk; Leveraging Risk; Liquidity Risk; Market Risk; Market Segment Risk; Mortgage-related and Asset-backed Securities Risk; Payment in Kind, Deferred and Contingent Payment Securities; Portfolio Selection Risk; Preferred Stocks Risk; Prepayment or Call Risk; Redemption Risk; Repurchase Agreement Risk; Responsible Investing Risk; Risk of Disadvantaged Access to Confidential Information; Risk of Inverse Floating Rate Obligations; Risk of Investing in Event-linked Bonds; Risks of Instruments That Allow for Balloon Payments or Negative Amortization Payments; Risks of Investing in Collateralized Debt Obligations; Risks of Investing in Insurance-linked Securities; Risks of Investing in Inverse Floating Rate Obligations; Risks of Investing in Loans; Risks of Subordinated Securities; Risks of Zero Coupon Bonds; Structured Securities Risk; US Government Agency Obligations Risk; Valuation Risk. Pioneer – Equity Pioneer’s Equity strategies provide exposure to a broad range of equity markets, including U.S., international, and emerging market equities. Utilizing a combination of fundamental research, sector expertise, and disciplined portfolio construction, these strategies seek to identify companies with strong earnings potential, sustainable business models, and attractive valuation metrics. Pioneer’s active approach to equity investing ensures that capital is allocated to high-conviction ideas while managing downside risks through risk-aware portfolio management. Certain strategies incorporate ESG considerations, ensuring alignment with sustainable investment principles. Principal Investment Risks Cash Position Risk; Concentration Risk; Convertible Debt Securities Risk; Credit (or default) Risk; Currency Risk; Custody Risk; Cybersecurity Risk; Debt Securities Risk; Derivatives Risk; Expense Risk; Foreign Securities Risk; Geographic Focus Risk; Growth Style Risk; Hedging Risk; HighYield/Junk Bond Risk; IPO Risk; Interest Rate Risk; Investment Company Risk; Leveraging Risk; Liquidity Risk; Market Risk; Market Segment Risk; Master Limited Partnership Risk; Portfolio Selection Risk; Portfolio Turnover Risk; Preferred Stocks Risk; Prepayment or Call Risk; Redemption Risk; REIT Risk; Responsible Investing Risk Risks of Warrants and Rights; Small and Mid-size Companies Risk; Valuation Risk; Value Style Risk. Pioneer – Fixed Income – Multi Asset Pioneer’s Fixed Income – Multi Asset strategies seek to generate attractive risk-adjusted returns by investing across multiple fixed income sectors. These strategies utilize a flexible approach, allocating dynamically among government bonds, corporate credit, emerging market debt, and securitized assets. By integrating top-down macroeconomic analysis with bottom-up security selection, these strategies aim to provide stable income, capital preservation, and exposure to a diverse set of global fixed income opportunities.

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VCM provides investment advisory or sub-advisory services to institutional clients, high net worth individuals, pooled vehicles, and model portfolio programs. Institutional clients may include charitable organizations, financial institutions (such as banks and insurance companies), pension or profit-sharing plans, corporations, Taft-Hartley plans, and sovereign wealth funds. VCM’s pooled vehicle clients may include investment companies (including the Victory Funds and Victory Private Funds), ETFs (including the VictoryShares ETFs), foreign unit trusts (AIFs, UCITS, SICAVs and collective investment trusts (including Victory Capital Collective Investment Trust and Victory Capital International Collective Investment Trust). Please see Item 5 for information regarding minimum account sizes. Additionally, VCM provides discretionary and non-discretionary advisory and sub-advisory services to wrap free programs (for additional information, see Item 4 herein).

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As described in Item 5, “Fees and Compensation,” VCM receives performance-based fees from certain clients and performance-adjusted fees from certain Victory Funds (collectively referred to as “performance fees” or “performance-based fees”). Because a performance fee is based on an account’s net performance, including unrealized appreciation, it may create an incentive for VCM to cause the accounts that pay a performance-based fee to make investments that are riskier or more speculative than would be the case in the absence of a fee based on the performance of those accounts. In addition, VCM may have a conflict of interest in allocating limited opportunity investments between client accounts that pay a performance-based fee and clients that do not pay a performance-based fee, if it perceives that it may receive more favorable compensation with respect to the accounts that pay a performance-based fee. To address these conflicts, VCM has adopted policies and procedures and a Code of Ethics that are designed to mitigate these conflicts of interest. The VCM Code of Ethics requires employees to place their clients’ interests ahead of their own (for more information, see Item 11 herein). VCM follows procedures with respect to the allocation of investment opportunities among its clients, including procedures with respect to the allocation of limited opportunities, and regularly reviews trades for consistency with VCM’s allocation procedures. VCM’s procedures do not permit performance-based fee arrangements to be taken into consideration in connection with the allocation of investment opportunities. Pursuant to these procedures, VCM generally allocates investments pro rata based on the current total net assets of each account, and any deviation from a pro rata allocation must follow VCM’s allocation policies and procedures (for more information, please see Item 12 herein). In addition, VCM uses a model portfolio as the basis of portfolio construction for separate accounts in the same strategy, so those accounts are treated the same, subject to each client’s investment mandate. Accounts with a mix of fee structures are included in the same composite which facilitates comparison across account types for any dispersion of performance between accounts with and without performance fees. With respect to the Victory Private Funds managing alternative assets, VCM receives performancebased compensation equal to the percentage of aggregate distribution to limited partners after those distributions have exceeded paid in capital and a specified hurdle rate (commonly referred to as “carried interest”). VCM believes this structure appropriately aligns the interests of the manager and the limited partners. Additional information and details regarding carried interest are provided in the offering documents of the applicable Victory Private Fund.

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As previously mentioned in Item 4, VCM is an indirect, wholly owned subsidiary of VCH, a Delaware corporation with its Class A common stock listed on the Nasdaq Global Select Market, under the ticker symbol “VCTR.” BROKER-DEALER VCM is not a registered broker-dealer; however, some of VCM’s management persons are registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as representatives of Victory Capital Services, Inc. (“VCS”), a VCM affiliated broker-dealer that (i) provides marketing and distribution support for the Victory Funds and the 529 Plan; (ii) introduces retail customers to the Victory Funds and the 529 Plan on a direct-application basis; and (iii) introduces retail customers to a clearing broker-dealer pursuant to a fully-disclosed clearing arrangement. TRANSFER AGENT Victory Capital Transfer Agency, Inc. (“VCTA”) is a VCM affiliated transfer agent that provides transfer agency services to the certain Victory Funds and shareholder services to certain shares classes of Victory Funds FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, OR COMMODITY TRADING ADVISOR VCM is registered with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and a commodity trading advisor. In addition, VCM has several employees who are registered with the National Futures Association (“NFA”) as Principals or Associated Persons (as defined by the NFA). FUND ADMINISTRATOR AND FUND ACCOUNTANT ACTIVITIES VCM serves as Fund Administrator and Fund Accountant for the Victory Funds. MATERIAL RELATIONSHIPS OR ARRANGEMENTS WITH CERTAIN RELATED PERSONS Subject to VCM’s Code of Ethics (see Item 11), VCM employees may own shares in VCTR, but may not recommend or cause our clients to invest in VCTR unless consistent with applicable laws and regulatory guidance. Additional personal trading restrictions in VCTR apply to covered persons as defined in the VCH Insider Trading Policy. VCS is an affiliated broker-dealer that introduces retail customers to the Victory Funds and the 529 Plan on a direct-application basis and introduces retail customers to a clearing broker-dealer pursuant to a fully-disclosed clearing arrangement. VCS representatives have direct access to VCM portfolio managers and other professionals who are involved in analyzing and managing the Victory Funds. VCS believes the alignment between its representatives and portfolio managers supports its philosophy of only recommending certain Victory Funds. VCS also recognizes such alignment presents certain conflicts of interest. Revenue received from the sale of Victory Funds generally results in greater profitability for VCM and its affiliates than if VCS were to recommend non-Victory Fund products. Both VCM and VCS representatives may be compensated when Victory Fund shares are purchased. Additionally, Victory Funds, along with other non-affiliated securities will be available 57 | P a g e

through the clearing broker’s platform. To the extent a retail customer elects to purchase a Victory Fund over a non-affiliated security on the platform, VCM will receive fees. VCTA, an affiliated transfer agent, receives fees for the services provided to a subset of the Victory Funds. VCM will not benefit from transfer agency fees paid to an unaffiliated third-party for Victory Funds where VCTA does not provide services. VCM provides continuous investment management services to the Victory Funds. As discussed previously, a conflict of interest may occur if VCM is incentivized to invest client assets in the Victory Funds. Although VCM does not believe that its relationship with the Victory Funds creates any material conflicts of interest, it recognizes potential exists for such conflict. VCM and the Victory Funds have policies and procedures that are designed to identify, mitigate, and/or prevent conflicts that may arise from the above stated relationships and arrangements. VCM’s Legal, Compliance and Risk department regularly monitors for compliance with those policies and procedures (for more information, see Item 11 herein). As it relates to the NEC Investment Franchise, Curt Whittaker is a senior partner at the law firm Rath, Young & Pignatelli (“Rath”), an unaffiliated New Hampshire based law firm that provides external legal advice to its client base which includes both VCM and certain Victory Private Funds managed by the NEC Investment Franchise (“NEC Funds”). Expenses for legal services provided to the NEC Funds by Rath will generally be payable by such funds, while expenses for legal services provided to VCM by Rath will generally be payable by VCM. As a Rath attorney, Mr. Whittaker has provided services to the NEC Funds since 2004, serving as lead external counsel on the majority of NEC’s investment activities related to biomass, biomaterials, hydroelectric, landfill gas, and solar development. Separately, he also has served from time to time on investment advisory committees for certain NEC Funds (“NEC Committees”). Mr. Whittaker earns compensation both as a Rath attorney and through personal investments in the general partners of some NEC Funds. NEC Funds are currently invested in (and could further invest in) companies that are also Rath clients. As a Rath attorney, Mr. Whittaker could be in possession of confidential information related to such companies that he is prohibited from sharing with the NEC Committees. VCM has developed policies and procedures to mitigate these conflicts of interest. As one NEC Committee member among many, Mr. Whittaker is not in a position to single-handedly select investments for the NEC Funds. Mr. Whittaker may recuse himself from evaluating investments with counterparties that are Rath clients or may seek a waiver from such clients to permit him to act in his full capacity on the NEC Committees. When Mr. Whittaker recuses himself from evaluating an investment, the NEC Committees and Funds will not benefit from his experience and knowledge. As a Rath attorney, Mr. Whittaker has a financial incentive to recommend Rath to provide legal services to the NEC Funds instead of other law firms. VCM regularly reviews the quality and cost of the legal services that Rath provides VCM and the NEC Funds to ensure that they are consistent with prevailing standards for work performed by other comparable counsel. Investors in NEC Funds should refer to fund offering documents for additional information. As discussed in Item 4, the Amundi Transaction established Pioneer Investments as a VCM’s investment franchise. The Amundi Transaction also established a broader strategic partnership between Victory and Amundi. Amundi owns 4.9% of VCTR and holds significant economic interests in VCH through non-voting, convertible preferred stock. Amundi will also hold two seats (out of nine) on the VCH corporate board. 58 | P a g e

VCM and Amundi entered into reciprocal distribution agreements. Under these agreements, VCM is the exclusive supplier of traditional U.S.-manufactured active asset management products for Amundi’s distribution outside of the U.S. The agreements also stipulate that Amundi is the exclusive distributor of VCM products outside of the U.S. and that Victory is the exclusive U.S. distributor of Amundi’s active asset management products managed outside the U.S. VCM will be entitled to a percentage of fee revenues derived from VCM’s products distributed by Amundi, and Amundi will be entitled to a percentage of fee revenues derived from Amundi’s products that Victory distributes in the U.S. The agreements are scheduled to automatically renew in 2040 and then remain effective for successive five-year terms. As part of the distribution agreements, the Pioneer Investments franchise will share written research it has produced about U.S. markets and listed securities with Amundi and will receive written research produced by Amundi about non-U.S. markets and listed securities. VCM and Amundi will exchange a nominal fee for such written research sharing services. The Pioneer Investment franchise’s investment professionals will also participate in periodic research calls and meetings with Amundi to provide its views on U.S. markets and securities. Pioneer Investments will receive a fee for the time spent on such calls and meetings. Contractual provisions and requirements are in place to manage conflicts associated with these research services. Research will not be shared until after the Pioneer Investments’ portfolio managers have chosen to act (or not act) on the research produced by the franchise. Portfolio manager trade decisions and client information will not be shared with Amundi as part of the research services. Controls are in place to monitor compliance with requirements. See Item 12 for additional disclosure. OTHER INVESTMENT ADVISERS RS Investments (UK) Limited, a wholly-owned subsidiary of VCM, is a non-U.S. investment adviser (“Non-U.S. Entity”). The UK subsidiary is authorized asset management services with the Financial Conduct Authority in the UK. In rendering services to its clients, including mutual funds, VCM uses the resources of the Non-U.S. Entity to provide discretionary or non-discretionary investment advice, research, analysis, or such other investment-related activities as VCM may request or instruct from time to time The Non-U.S. Entity is a “Participating Affiliate” of VCM as that term is used in relief granted by the staff of the SEC allowing U.S. registered advisers to use investment advisory and trading resources of unregistered advisory affiliates subject to the regulatory supervision of the registered adviser. The Participating Affiliate and any of its respective employees who assist VCM as described above are considered to be “associated persons” of VCM as that term is defined in the Advisers Act for purposes of VCM’s required supervision. The Participating Affiliate has agreed to submit to the jurisdiction of the SEC and to the jurisdiction of the U.S. courts for actions arising under the U.S. securities laws in connection with the investment advisory services it provides for any VCM clients. Please see Appendix A for the names and biographical information of the employees from the Participating Affiliate who is deemed to be an “associated person” of VCM. VCM also engages other unaffiliated investment advisors to perform sub-advisory services for certain Victory Funds.

PROPRIETARY ACCOUNTS Potential conflicts of interest are raised when VCM manages accounts in which VCM and its employees own collectively 25% or more of the account (“proprietary accounts”). When making investment decisions and in allocating investment opportunities, VCM may have an incentive to favor 59 | P a g e

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VCM has adopted the VCM Code of Ethics (the “Code”) pursuant to Rule 204A- 1 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Code is designed to ensure that VCM employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code imposes certain restrictions on securities transactions in the personal accounts of employees in an attempt to limit the effect of any conflicts of interest that may exist between VCM’s clients and VCM employees. A copy of the Code is available free of charge to any client or prospective client upon request. The Code applies to all employees of VCM, or anyone deemed an access person by the Chief Compliance Officer (an “Access Person”). All VCM employees are required to comply with the Code’s terms as a condition of continued employment and must read and certify to their compliance with its terms annually. The Code requires all Access Persons to place the interests of VCM clients ahead of their own interests at all times and to avoid any actual or potential conflicts of interest. All actual or potential conflicts of interest must be disclosed to the Compliance, Risk and Legal department, including those resulting from an employee’s business or personal relationships with customers, suppliers, business associates, or competitors of VCM. The Code contains policies and procedures relating to, among other things:

Personal trading, including reporting and pre-clearance requirements for all Access Persons

Conflicts of interest, including policies relating to restrictions on trading in securities of clients and suppliers, political contributions, gifts and entertainment, and outside business activities

The Code requires Access Persons to disclose their personal trading accounts within 10 calendar days after becoming subject to the Code. Access Persons must report their holdings of reportable securities (as defined below) and any broker/dealer or other account that can hold such reportable securities. All trades in reportable securities for personal accounts must be pre- cleared and are monitored by compliance personnel. A “reportable security” is any security in which an Access Person has a beneficial interest and is not 1) a direct obligation of the U.S. Government; 2) bankers’ acceptances, bank certificates of deposit and commercial paper; 3) investment grade, short-term debt instruments, including repurchase agreements; 4) shares held in money market funds; 5) variable insurance products that invest in funds for which VCM does not act as adviser or subadviser; 6) open-end mutual funds for which VCM does not act as adviser or sub-adviser; and 7) investments in qualified tuition programs (for example, 529 Plans). Furthermore, in order to limit the effect of any conflicts of interest that may exist between securities trading in personal accounts and clients’ best interests, the Code establishes a Blackout Period (as described below), requires a short-term holding period, and limits the number of personal trades that may be made. Access Persons may not purchase or sell, directly or indirectly, any reportable security within seven (7) calendar days before or seven (7) calendar days after a VCM client has a buy or sell in that same security (the “Blackout Period”). For investment team members, the Blackout Period is

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applied to client trades made by their Investment Franchise. Certain personal trades of a de minimis value may be permitted during a Blackout Period. Additional limited exceptions to the Blackout Period are available to non-investment team members and investment team members who solely manage passive strategies. The Code also limits personal trading in reportable securities (and the potential for conflicts) by preventing Access Persons from making an opposite-direction trade in reportable securities for 60 calendar days after each volitional trade and limiting the number of trades in individual securities to 15 per calendar quarter. VCM and its related persons may buy or sell for client accounts or recommend that clients purchase securities in which VCM, its related persons, or VCM affiliates have a material financial interest. As a result, VCM, its related persons, and VCM affiliates may directly or indirectly benefit from client investments in those securities. For example, VCM has discretionary authority to cause clients to invest in the Victory Funds. VCM will benefit if clients invest in the Victory Funds because VCM receives asset-based advisory fees and administration fees. Additionally, VCM’s affiliates may receive transfer agent or other fees from the Victory Funds. VCM and its related persons also may have material ownership interests in the Victory Funds, Victory Private Funds, or the 529 Plan and may benefit as a result of investments in these commingled funds made by VCM clients. VCM and its related persons may purchase or otherwise acquire securities in which VCM and its related persons have a material financial interest on terms different from, and more favorable than, those available to VCM clients. VCM, when making investment decisions, may have an incentive to favor accounts in which it, its related persons, or its affiliates have material financial interests. To address these conflicts, VCM follows procedures with respect to the allocation of investment opportunities among its clients, including procedures with respect to the allocation of limited opportunities (for more information, please see Item 6 and Item 12 herein). VCM and its related persons may invest in securities that it purchases for clients or that are already held by clients, and VCM and its related persons may already own securities that are subsequently purchased for clients. The prices or terms in which VCM and its related persons invest may be more favorable than the prices or terms in which a client may subsequently invest or previously have invested in such securities. VCM and its related persons also may buy or sell a specific security for their own accounts that they do not buy or sell for clients. In addition, VCM and its related persons, for themselves or their clients, may take a conflicting position in a security in which VCM has invested client assets. For example, VCM and its related persons, on behalf of themselves or their clients, may sell a security that a VCM client continues to hold, or may buy a security that VCM has sold for a client. This may be the case whether or not VCM or its related persons are aware of such contrary positions. As described above, the Code and VCM’s trade allocation procedures seek to limit the effects of conflicts that arise as a result of personal trading and promote fairness across client accounts. VCM’s parent company is a publicly traded company with common stock listed on the NASDAQ Global Select Market. VCM employees may own shares in our parent company’s stock but may not recommend or cause our clients to invest in our parent company’s stock or bonds except in passive investment products that track an index containing VCTR. Additional personal trading restrictions in our parent company’s stock apply to covered persons as defined in the VCH Insider Trading Policy. VCM is committed to ensuring that any participation in the political process by its employees is consistent with solid corporate governance practices and in compliance with legal requirements. Thus, the Code requires pre-approval of any political contributions to: (1) covered government 62 | P a g e

officials (as defined below); (2) federal candidate campaigns and affiliated committees; (3) Political Action Committees (PACs) and Super PACs; and (4) non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations. A “covered government official” means a state or local official, a candidate for state or local political office, or a federal candidate currently holding state or local office. Further, VCM’s gifts and entertainment policies and procedures are designed to avoid impropriety or the appearance of impropriety by its employees. Conflicts of interest may occur when one receives or provides gifts or entertainment. The Code requires VCM employees to disclose the receipt of gifts or entertainment in excess of $50 from present or prospective customers, suppliers, or vendors with whom an employee maintains an actual or potential business relationship. Additionally, the Code requires VCM employees to disclose the giving of gifts or entertainment to present or prospective customers, suppliers, or vendors with whom an employee maintains an actual or potential business relationship. VCM employees are prohibited from receiving or giving cash or cash equivalents. All employees of VCM are required to disclose and receive approval of all outside business activities, as well as certain uncompensated activities such as holding a political office or appointment, service as a director on the board of any company or regulatory body, and charitable or volunteer work that is investment related.

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FACTORS CONSIDERED IN SELECTING OR RECOMMENDING BROKERDEALERS FOR CLIENTTRANSACTIONS VCM selects brokers to execute transactions on behalf of discretionary client accounts in accordance with its best execution policies and procedures. To obtain best execution, VCM considers a number of factors, including but not limited to:

Best execution price Commissions charged Size and difficulty of the order Access to sources of supply or market Ability to commit capital Financial condition Organizational structure, ownership, and diversity Integrity and reputation Execution and operational capabilities (for example, whether electronic trading is offered) Market knowledge Acceptable record keeping Timely delivery of and payment on trades Ability to handle block trades Quality of brokerage services and research materials Transaction cost analysis

“Best execution” is generally understood to mean the best overall qualitative execution, not necessarily the lowest possible commission cost. Such commissions vary among different brokerdealers, and a particular broker-dealer may charge different commissions according to such factors as the difficulty and size of the transaction and the volume of business transacted with the brokerdealer. VCM may incur brokerage commissions in an amount higher than the lowest available rate based upon brokerage and research provided to VCM. As discussed further below, VCM believes that the continued receipt of supplemental investment services (such as research) from dealers is important to its provision of high-quality portfolio management services to its clients. In seeking best execution, VCM will generally solicit bids and offers from more than one brokerdealer. VCM’s traders have the discretion to determine which broker-dealer will be used. The trading desk also negotiates any broker commissions, which are reviewed periodically for cost competitiveness and execution quality. “Commissions” includes a mark-up, mark-down, commission equivalent, or any other fee that is charged by a broker-dealer for executing transactions, and any amounts received from riskless principal transactions that are eligible for soft dollar credits under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”). VCM may also use an Electronic Communications Network (“ECN”) or Alternative Trading System (“ATS”) to effect certain trades such as over-the-counter trades when VCM believes it will result in equal or more favorable execution overall. VCM will pay a commission to an ECN or ATS that, when added to the price, is lower than the overall execution price that might have been attained trading with a traditional broker-dealer. Clients often grant VCM the authority to select the broker-dealer to be used for the purchase and sale of securities. When VCM seeks best execution, it considers the aforementioned factors as well 64 | P a g e

as research services that are provided in connection with “soft dollar” arrangements (explained in more detail below). When VCM selects a broker- dealer, it does not consider a broker-dealer’s promotion or sales of shares of the Victory Funds or any other registered investment company, nor does it consider client referrals from a broker- dealer or third- party. At times, VCM may select a broker-dealer that charges a commission in excess of that which another broker-dealer might have charged for effecting the same transactions. VCM is not obligated to choose the broker-dealer with the lowest available commission rate if, in VCM’s reasonable judgment, the total cost or proceeds from the transactions may be less favorable than what may be obtained elsewhere or if a higher commission is justified by the service or research provided by another broker-dealer. VCM has implemented a series of internal controls and procedures to address the conflicts of interest associated with its brokerage practices. To determine that it is receiving best execution for its transactions over time, VCM will obtain information as to the general level of commission rates being charged by the brokerage community, from time to time, and will periodically evaluate the overall reasonableness of brokerage commissions paid on client transactions by reference to such data. In determining the reasonableness of any particular commission, VCM will only consider any benefits that may be provided to its discretionary client accounts as a result of any research received. To the extent VCM has been paying higher commission rates for its transactions, VCM will determine if the quality of execution and the services proved by the broker-dealer justify these higher commissions. VCM’s traders and the Trading Oversight Committee review and evaluate trade execution. RESEARCH AND OTHER SOFT DOLLAR BENEFITS As noted above, VCM’s primary objective in broker-dealer selection is to obtain best execution on behalf of clients. Best execution does not necessarily mean the lowest commission but instead involves consideration of a number of factors (listed above). One important factor is the quality and availability of useful research, execution-related products, and other services that a broker may provide in connection with executing trades. A broker-dealer may be paid with commission dollars (“soft dollars”) in exchange for access to statistical information and research, which is offered without any commitment to engage in any specific business or transactions. Soft dollar transactions generally cause clients to pay a commission rate higher than would be charged for execution only. The products and services received through soft dollar transactions include investment advice (either directly or through publications or writings) as to the value of the securities, the advisability of investing in, purchasing or selling securities, the availability of securities or purchasers or sellers of securities, analyses and reports concerning issues, industries, economic factors and trends, portfolio strategy and the performance of accounts and access to company management. VCM may use soft dollars to acquire proprietary or third-party research. Proprietary research is created and provided by the broker-dealer; third-party research is created by a third-party but provided by a broker-dealer. To the extent that VCM is able to obtain such products and services through the use of clients’ commission dollars, it reduces the need for VCM to produce the same research internally or purchase through outside providers for hard dollars. Thus, these soft dollar products and services provide economic benefits to VCM and its clients. VCM may have an incentive to select a brokerdealer in order to receive such products and services whether or not the client receives best execution. However, VCM may give trading preference to those broker-dealers that provide research products and services, either directly or indirectly, only so long as VCM believes that the selection of 65 | P a g e

a particular broker-dealer is consistent with its duty to seek best execution. VCM may also receive services which, based on their use, are only partially paid for through soft dollars (“mixed-use services”). When VCM receives both administrative benefits and research and brokerage services from the services provided by brokers, VCM makes a good faith determination of which portion of the service should be paid for with soft dollars and which portion should be paid for with hard dollars. VCM pays in hard dollars for any administrative benefits it receives. There is a conflict of interest for VCM when it assigns these values and may underestimate the value it should pay for the other services that should be paid in hard dollars by VCM. VCM retains records of these determinations and payments. The research products and services provided by broker-dealers through soft dollar arrangements benefit other VCM clients and may be used in formulating investment advice for any and all VCM clients, including accounts other than those that paid commissions to the broker- dealer on a particular transaction. Some of these products and services will also benefit clients of certain VCM affiliates. Nonetheless, not all research generated by a particular client’s trade will benefit that particular client’s account. In some instances, the other accounts benefited may include accounts for which the accounts’ owners have directed their portion of brokerage commissions to go to a particular broker-dealer other than those that provided the research products or services. However, research services obtained through soft dollar transactions may be used in advising all accounts, and not all such services would necessarily be used by VCM in connection with the specific account that paid commissions to the broker-dealer that provided such services. In addition, the research that the Pioneer Investments franchise shares with Amundi (see Item 10) is produced by franchise research and analyst team members, though the research may be informed by products and services obtained with soft dollars. VCM periodically reviews the past performance of broker-dealers in light of the factors discussed previously. The overall reasonableness of commissions paid is evaluated by reviewing what competing broker-dealers were willing to charge for similar types of services. The evaluation also considers the timeliness and accuracy of the research received. Some clients may request that VCM not generate third-party soft dollar credits on trades for their accounts. These requests must be mutually agreed upon in writing. VCM may accommodate such requests, but trades for these clients may not experience lower transaction costs. In general, clients that put restrictions on our execution process may limit their ability to participate in block trades and receive the benefits of these executions. Please see “Directed Brokerage” for more information on how customized brokerage arrangements may adversely impact trading results.

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VCM, or its affiliates, may enter into referral agreements with unaffiliated parties for client referrals of investment advisory business. VCM may pay cash compensation equal to a specified dollar amount or a specified percentage of the asset-based fees received by VCM from accounts obtained through the unaffiliated party. These referral arrangements are agreed to by the client and are fully disclosed to the client in their related account-opening documents and disclosures. Such agreements to compensate another firm, whether directly or indirectly, for referring investment management services are subject to Rule 206(4)-1 under the Advisers Act. VCM and Amundi have entered into reciprocal distributions agreements where one party has the exclusive right (subject to certain exceptions) to distribute in their local jurisdictions the other party’s investment products. See Item 10 for additional disclosure on these agreements. Financial intermediaries may receive payments for making shares available to their customers or registered representatives, including providing the funds with “shelf space”, placing the funds on a preferred or recommended list, or promoting the funds in certain sales programs that are sponsored by financial intermediaries. These payments are paid by VCM and are not paid by the fund. From time to time, VCS enters into written referral agreements that involve the payment of a fee for introducing prospective clients to external investment managers. In the event that VCS enters into such agreements, the terms of the arrangement, including the fee structure, will be disclosed to prospective clients prior to their execution of the external investment management agreement and in accordance with applicable law. Some of VCM’s clients and prospective clients retain investment consultants or other intermediaries to advise them on the selection and review of investment managers. VCM may also manage accounts introduced to VCM through consultants. These consultants or other intermediaries may recommend VCM’s investment advisory services, or otherwise place VCM into searches or other selection processes. Although VCM does not pay investment consultants for client referrals, VCM, from time to time, has separate business relationships with consultants, intermediaries, or their affiliates. These business relationships include, but are not limited to, VCM providing investment advisory services to their proprietary accounts, engaging them for consulting services, purchasing their software applications or other products or services or inviting them to events that are hosted by VCM.

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VCM has not been subject to any legal or disciplinary events that it believes are material to a client’s or prospective client’s evaluation of its business or the integrity of its management.

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A portfolio manager regularly reviews the portfolios of each discretionary account to determine whether to take any actions for that portfolio, based on its investment objectives, policies, and assets, and more generally, based on a review of economic and market conditions. Each individual Franchise is responsible for establishing the specific processes to implement its discretionary authority. On a centralized basis, VCM’s Compliance Department also monitors portfolios and reviews potential violations of investment objectives and policies for each portfolio on a daily basis. VCM provides separate account clients with a written appraisal and commentary of their assets at least quarterly. This appraisal describes each security held in the client’s account and provides cost and current market value, and other information concerning the account. In addition, VCM provides such clients, each quarter and upon request at any time, a report of the investment performance of their account. Gain and loss, purchase and sale, and transaction summary reports are available to clients whose accounts are managed on a separate account basis upon request. Members of the portfolio management teams for each of the Victory Funds regularly report to the Trustees of the relevant Victory Funds regarding the funds’ performance. In addition, each of the Victory Funds provides shareholders with a semi-annual written report containing performance and financial information, as required by applicable law. The Victory Funds also file with the SEC an annual report regarding the Funds’ proxy voting records and a quarterly report regarding the funds’ portfolio holdings. Members of the management teams that manage alternative asset products for the Victory Private Funds provide ongoing reports to clients including periodic oral and written updates on portfolio company performance, written quarterly financial reports, and written audited financial reports. Where VCM serves as an unaffiliated investment adviser or portfolio manager through wrap fee programs or other programs established by other financial intermediaries, or to unaffiliated pooled vehicles, VCM generally relies on the program sponsor or distributor to provide clients with periodic account statements.

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In addition to taking possession of client assets, custodians settle transactions, send monetary wires, and perform other miscellaneous administrative services. Custodians are directed to accept instructions from VCM regarding the assets in the client’s account. Clients are responsible for the acts of their custodians and all direct expenses of the account, such as custodial fees and brokerage expenses. In general, VCM does not act as a “qualified custodian” in possession of client assets as defined by Rule 206(4)-2 of the Advisers Act. Clients must appoint a qualified custodian (as defined in Item 5 herein) to hold their assets. VCM sends (and other service providers may send) periodic account statements to clients related to their account. VCM urges clients to review carefully, and compare for discrepancies, all account statements against those provided by their qualified custodian. With respect to several of the Victory Private Funds, VCM is deemed to have custody of client assets by virtue of its or a related person’s role as general partner, managing member, or similar role to the funds. In accordance with the rule, VCM ensures that investors in such funds receive audited financial statements within 120 days following the fiscal year end of such funds. Should VCM inadvertently receive client securities or funds from a third-party, VCM will forward promptly such securities or funds to the client or the client’s custodian following receipt thereof. If authorized by a client, advisory fees may be billed directly to and paid from the client’s account, which are reflected in quarterly account statements from the custodian. These account statements also detail transactions and holdings in the account. When a client contractually grants VCM the authority to deduct management or advisory fees directly from the client’s custodial account by directly invoicing the custodian (e.g., through a standing letter or authorization), VCM may be deemed to have custody of those assets under SEC rules. Such clients should receive account statements directly from their third-party custodians for the accounts managed by VCM and should carefully review these statements. Such clients should contact VCM immediately if they do not receive account statements from their custodian on at least a quarterly basis.

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VCM typically accepts discretionary authority to manage securities accounts on behalf of its clients by entering into a written investment advisory agreement with the client. Where VCM has discretionary authority, VCM will make all investment decisions for the account and, when it deems appropriate and without prior consultation with the client, buy, sell, exchange, convert, and otherwise trade in any stocks, bonds, other securities, and other financial instruments, subject to any written investment mandate or restrictions (which may include (without limitation) restrictions on: the marketcapitalization of investments held in the account, cash levels permitted in the account, the purchase of foreign securities, sector or industry concentrations, or the types of investments or techniques that may be used in managing the account) provided by the client. Some VCM clients, such as ERISA clients, are also restricted by law from making certain investments. Certain investment restrictions may limit VCM’s ability to execute the strategy and, as a result, may reduce performance. VCM’s clients agree to respond to inquiries and confirm VCM’s authority to manage the account of the discretionary relationship with necessary parties. Some clients may direct VCM to execute, or seek to execute, subject to best execution, some, or all of their security trades with a specified broker or dealer. Such direction is commonly referred to as directed brokerage. In selecting a directed broker, the client has the sole responsibility for negotiating commission rates and other transaction costs with the directed broker (for more information on directed brokerage, please see Item 12 herein). VCM manages a limited portion of its business in a non-discretionary manner, predominately through UMAs and the 529 Plan. The investment management contract with the sponsor generally specifies that the sponsor retains investment discretion and is responsible for executing securities trades. Under these types of arrangements, VCM provides sponsors with a model portfolio from which the sponsor can choose to deviate (for more information on the UMA program and the 529 Plan please see Item 4 herein). Certain client-directed investment restrictions may limit VCM’s ability to fully execute the strategy, which, as a result, may have a negative impact on performance.

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VCM’s Proxy Voting Policies and Procedures (“Proxy Voting Policy”) govern how it votes proxies relating to securities owned by clients who have delegated voting authority and discretion to VCM. The Proxy Voting Policy provides for retention of a proxy advisor firm, proxy voting guidelines, procedures for identifying and managing conflicts, and an internal Proxy Voting Committee (“PVC”) which has ultimate authority to determine how client securities will be voted. VCM has retained Institutional Shareholder Services (“ISS”) as its proxy advisor to perform the administrative tasks of receiving proxies, proxy statements, organizing meeting material to be delivered to relevant teams, and voting proxies. ISS may only vote proxies in accordance with standing instructions given by VCM (“Guidelines”) or specific instructions given by VCM for a particular proxy. ISS publishes and updates various voting guidelines. VCM’s Guidelines are formed by adopting certain ISS guidelines and enacting certain customizations deemed necessary by the PVC. The PVC reviews the Guidelines annually and publishes a memo summarizing the ISS policies adopted and the customizations made. The memo is available upon request. There are occasions when a vote contrary to the Guidelines may be warranted if it is in the best interests of the client or if it is required under the account’s governing documents. VCM seeks to act in a manner consistent with the best interest of its clients when it votes client proxies; however, a conflict of interest may exist between VCM and its clients in certain circumstances. The Guidelines are intended to limit such conflicts when voting proxies. If such conflict is not resolved by voting according to the Guidelines, the PVC may seek guidance from other internal sources with related expertise. The PVC documents all voting exceptions (for example, if the PVC votes against or withholds a vote for a proposal that is generally approved or votes in favor of a proposal that is generally opposed). Upcoming meeting material is proactively disseminated to the relevant teams within VCM and in some circumstances, a portfolio manager, analyst, or member of the PVC may request a proxy override. The PVC reviews supporting documentation to determine whether the request is in the best interests of clients. An override request can be approved by a majority of at least four voting members of the PVC. Clients may direct VCM to vote their proxies in a manner that may result in a vote that is different from the way VCM might vote proxies of other clients. For example, some labor unions may instruct VCM to vote proxies for their accounts in accordance with the AFL- CIO proxy voting standards. For clients who request AFL-CIO proxy voting, VCM has directed ISS to use its TaftHartley proxy voting guidelines to recommend how to vote such proxies. Clients may direct VCM’s vote on a particular solicitation by contacting their VCM client manager or emailing an inquiry to client_service_team@vcm.com. In the event VCM does not have authority to vote client securities, clients should make separate arrangements with their custodians regarding the delivery of proxies and other solicitation materials. These clients may contact their VCM client manager or email an inquiry to client_service_team@vcm.com with questions regarding particular solicitations. For a copy of the Proxy Voting Policy, or to obtain information on specific proxies voted by VCM, clients may contact their VCM client manager or email an inquiry to client_service_team@vcm.com. 76 | P a g e

With respect to Victory Private Funds managing alternative assets, a franchise will vote fund membership interests as part of its active management of fund investments.

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VCM is audited annually by an independent accounting firm and files consolidated financial statements with the Securities and Exchange Commission on Form 10-K. VCM is not aware of any financial conditions that are reasonably likely to impair its ability to meet contractual commitments to its clients.

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