Environmental, Social and Governance

As a socially responsible Company, we care deeply about all stakeholders, including our clients, employees, industry partners, shareholders, and our communities. We have a number of initiatives designed to be catalysts for positive change. One example is the Victory Capital Military Financial Readiness Program. In conjunction with our management of the USAA^® Mutual Funds, VictoryShares USAA ETFs, and USAA 529 College Savings Plan, this program centers on content designed to educate service members on the importance of financial management and investing for their futures. According to Blue Star Families Annual Military Family Lifestyle Surveys, financial issues and funding a dependent child’s education are two of the top concerns of military families. To do our part, we have committed a $1 million initial investment and a portion of revenue from these USAA Mutual Funds in subsequent years to promote financial readiness for service members preparing to transition to civilian life. Our one-of-a-kind program is called the Road to Victory, Financial Command and Control for Transition Readiness. You are invited to visit our dedicated portal where we provide free educational materials, tools such as retirement and college savings calculators, and inspiration from veterans and service members who we have shared their personal financial journeys with heartfelt video interviews.

We are also proud to provide our employees with paid time off to volunteer their time for causes uniquely important to them. This is in addition to our Victory Matching Gifts Program that encourages employees to contribute to qualifying charitable organizations. This program supports employee giving by offering a way to double – up to $250 per person each calendar year – employees’ cash contributions to their favorite charitable organizations and thus improve our communities in a diverse manner. We also sponsor service initiatives in many of the communities in which our employees live and work. For example, in 2020 directed by employee initiatives, our employees volunteered at the San Antonio Food Bank to provide support during the COVID-19 pandemic.

Another example is Victory Capital’s partnership with The Children’s Hospital of San Antonio, where we helped children (and their families) with serious medical conditions. Our program began in 2019 and, until it was suspended in 2020 due to COVID-19, it included:

• Emotional support by creating a fun and memorable experience at the San Antonio Spurs home games
• “Care packages” to families with infants in the Hospital’s Neonatal Intensive Care Unit (“NICU”)

Customer Privacy

We abide by strict policies with respect to cybersecurity and the protection of customer and employee data. We continuously test our cybersecurity program and environment, which enhances resiliency and reduces risk from evolving cybersecurity threats. Our Corporate Information Protection and Technology Use Policy prohibits storing or sending private client data on personal devices or email. Please click here for more information on our privacy policy.

We do not sell customer information to third parties. We do not joint market. We do not share customer information about creditworthiness or insurability or share any other customer information with non-Victory companies for marketing purposes.

In order to provide services to our customers, we retain vendors who, depending on the services provided, may require access to certain customer information. We have a formal vendor oversight policy in place that is designed to ensure customer data is adequately protected by our vendors.

If we receive a request to disclose customer information, we will only disclose such information if the request is required under applicable law, made by court order or subpoena, made by written administrative request (and is reviewed and cleared by appropriate Victory Capital personnel), or made by state or federal regulatory authorities under their powers of examination or supervision.

Data Security and Business Continuity Planning

We take security very seriously and are committed to protecting our information systems and data. We maintain a comprehensive Information Security Program consisting of a wide array of controls and procedures to reduce cyber risk. We protect information and systems from threats, whether internal or external, deliberate or accidental. We adhere to reasonable administrative, technical, and physical security controls. We are dedicated to the following principles to protecting information:

• Protecting the confidentiality of data
• Preserving the integrity of data
• Promoting the availability of data for authorized use

We maintain plans to minimize the impact of significant incidents through coordinated continuity planning and resource management. These plans provide guidelines for ensuring that needed personnel and resources are available to respond to an incident and that the proper steps are carried out for the timely restoration of services to an acceptable level. Here are the main points of these plans:

• Victory Capital utilizes data centers that are geographically diverse and independent of its office locations.
• Victory Capital also maintains geographically separated office locations to minimize the impact of regional events.
• All personnel have Company issued laptops with virtual private network (VPN) capability to work from anywhere with an Internet connection. Victory has invested in technologies that permit consistent policy enforcement, including data loss prevention measures, regardless of staff location.
• Victory Capital performs annual business continuity and disaster recovery plan testing. Such testing is designed to confirm the resilience of our technology infrastructure and the ability of personnel to perform critical operations in case any of our offices are unavailable.
• In early 2020, we successfully made the swift transition to working from home for the majority of our employees. Prior technology investments and advance preparations adequately equipped us to seamlessly make this transition without any interruption to client service.

We also contract with reputable third parties to test our Information Security Program by conducting penetration testing and security assessments to evaluate overall security and further ensure we can adequately withstand evolving and increasingly sophisticated threats. In our history, there have been no known cybersecurity breaches or material data loss incidents.

Selling Practices

Investment adviser advertising is regulated primarily under Rule 206(4)-1, adopted under Section 206(4) of the Investment Advisers Act of 1940 (IAA). Fund material is subject to the Financial Industry Regulatory Authority’s (FINRA) rules 2210-2214, and 3010, Rule 482 under the Securities Act of 1933 (1933 Act), and Rule 34b-1 of the Investment Company Act of 1940 (ICA), among other rules. Our internal policies articulate guidelines and review processes to ensure all advertisements are clear, fair, and balanced and otherwise compliant with all applicable laws. In addition to the regulations covered by the IAA, 1933 Act, ICA, FINRA, and Victory Capital policy, all advertising is reviewed and approved in advance of dissemination.

• The Securities and Exchange Commission defines the term “advertisement” as any notice, circular, letter or other written communication addressed to more than one person, or any other published or broadcast notice, which offers analyses or reports concerning securities, any graph, chart, formula or other device to be used in determining when a security should be bought or sold, or which security to buy or sell, or which offers any other investment advisory service related to securities.
• The product distribution teams at Victory Capital are staffed with individuals who, in addition to being licensed through FINRA, undergo extensive background checks to ensure the Company maintains an educated, competent, and ethical sales force.

Victory Capital has policies and procedures in place regarding the Investing and Retention of Qualifying Employer Securities, and Transactions Involving Parties in Interest. It is the policy of Victory Capital to monitor transactions in those employee benefit accounts defined in Section 3(2)(A) of ERISA:

• To determine whether the transactions involve parties in interest, as defined in Section 3(14) of ERISA, engaging directly or indirectly with the account, in the:
  • Sale, exchange or lease of property.
  • Lending of money or other extension of credit.
  • Furnishing of goods, services or facilities.
  • Transfer to or use of assets by or for the benefit of a party in interest.
  • Acquire any employer security or employer real property in excess of certain percentage limits.
• To determine that Victory Capital does not:
  • Deal with plan assets for its own account or in its own interest.
  • Act in any capacity with respect to a plan on behalf of (or represent) a party whose interests are averse to those of the plan, its participants or beneficiaries.
  • Receive any consideration for its personal accounts from any party dealing with the plan in connection with a transaction involving plan assets.

As an asset management firm, we are in the human capital business. As such, we value and appreciate our most important asset—our people. We employ “owners”, not employees. We want them to own their contribution to Victory Capital’s success. In recognition of this mission, Victory Capital has established an equity ownership program that has been recognized by MSCI as sector leading.

We all take pride in the deep expertise that we bring to the table. Every “owner” is held accountable for their individual actions as we work hard to generate positive outcomes. This culture is consistently supported and deliberately reinforced to drive sustainable financial performance and enhance value for our clients, shareholders, and other stakeholders.

We strive to provide a healthy work environment for our employees. Victory Capital sponsors an annual health fair that includes access to wellness vendors, free flu shots, and biometric screenings. We also have an employee rewards program that incentivizes employees to stay up to date with appropriate health screenings and complete health education courses. Victory Capital offers a wellness reimbursement program for external fitness memberships and other health programs, and amenities at no cost to employees such as treadmill workstations at certain office locations and a new fitness facility in our San Antonio headquarters.     

Employee Diversity and Inclusion

Victory Capital recognizes and appreciates the importance of creating an environment in which all employees feel valued, included, and empowered to do their best work. We recognize that each employee’s unique experiences, perspectives, and viewpoints add value to our ability to create and deliver the best possible investment products to our clients. Given that our individual social, economic, and cultural identities shape and influence our experiences and perspectives, we enhance our collective success by ensuring diversity in our workforce across the various dimensions of social, cultural, and cognitive identity and by practicing inclusivity in how we work with one another. We created a formal Diversity, Inclusion, Cohesion and Engagement (“DICE”) committee charged with integrating a diversity strategy that drives best practices, goals and objectives, and monitors progress on results. DICE is instrumental in fostering an environment that attracts the best talent, values diversity of life experiences and perspectives, and encourages innovation and excellence.

Our Chairman and CEO, David Brown, has committed himself and Victory Capital Management to advancing diversity and inclusion in our workplace by joining the growing CEO Action for Diversity & Inclusion^TM coalition. By signing on to this commitment, we have pledged to take action to cultivate a workplace where diverse perspectives and experiences are welcomed and respected and where employees feel encouraged to discuss diversity and inclusion.

We recently began using linguistics software to screen our job postings. We aim to ensure inclusive language is used and that our job descriptions are intentionally targeting the most diverse candidates possible.

Where appropriate and beneficial to our clients, we also strive to engage business partners and vendors owned by historically marginalized groups. For example, three Minority- and Women-Owned Business Enterprises have been approved as trading counterparties to execute client transactions. Each of these firms are allocated trades for execution, subject to our fiduciary obligation to obtain best execution.

We also have formal Health and Safety, Anti-Discrimination, Diversity, and Human Rights policies in place applicable to all employees of our Company. To monitor the diversity and inclusion practices at our suppliers and vendors, we have instituted supplemental questions on vendor due-diligence questionnaires to help ensure our business partners are adequately addressing important diversity issues in their respective workforces.

All employees complete mandatory sexual harassment and compliance training. They are encouraged to voice concerns and are obligated to report any policy violations, without fear of retaliation. Following half-day Inclusive Leadership Training for 60 of our Company’s leaders, we launched mandatory Inclusive Culture eLearning for all employees.

Hiring, compensation, and promotion practices are not influenced by gender, race, ethnicity, or religious affiliation; rather by role and achievement. Four of our employees participated in McKinsey’s Black Leadership Academy and others participated in McKinsey’s Women in Finance Academy.

Benefits, Training & Development

We offer an array of benefits to attract, retain and assist our employees. These benefits include health and wellness benefits, as well as other programs to help our employees’ health and financial wellbeing. All new employees are welcomed into Victory Capital through onboarding, a process in which we integrate new employees into the Company.

We provide all full-time exempt employees with unlimited paid vacation. We offer optional flexible spending account (FSA) benefits to cover medical expenses not covered by insurance. FSAs provide employees a commuting allowance and childcare reimbursement. We fund a portion of each employee’s Healthcare Savings Accounts (HSAs) and provide numerous perquisites such as paid paternity and maternity benefits, in addition to accommodating lactation with Mother’s rooms. Certain job-related relevant education expenses are reimbursed upon approval, and we provide employees with identity theft protection at no cost.

Victory Capital is committed to supporting our military service member employees through our Paid Military Leave Policy. Under this policy, employees who serve in the National Guard or the Reserves of the Armed Forces are eligible for paid time off in the event they are put on active or temporary military duty. Victory Capital also supports employees who choose to enlist in the U.S. Armed Forces after they begin employment with Victory Capital. Such employees are eligible for paid leave of up to 12 months while they complete basic training and other follow-up skills training before becoming a full-time active duty military member. Employees who return from Paid Military Leave are eligible to be reinstated to the position they would have attained if their continuous employment had not been interrupted. This means that reasonable effort is made to train or retrain returning employees to refresh or upgrade their skills. Seniority and other benefits also accrue to the level they would have attained if their continuous employment had not been interrupted.

Following strong execution by all employees—during what was a difficult personal and professional environment during 2020—that culminated in record financial results for Victory Capital, we rewarded employees with a special one-time 401(K) profit sharing contribution.

Product design and lifecycle management

As the asset management business matures, the industry is rapidly undergoing dramatic transformations. We knowingly developed a unique business model that specifically addresses ongoing trends in the capital markets and investment industry. Our distinctive business model addresses the epic shift of assets from active to passive management and embraces these changes with our growing exchange traded funds (ETFs) and solutions offerings. Moreover, the compression of average industry fee rates for active management plays perfectly into our integrated multi-franchise platform, which has produced industry-leading profit margins despite a currently lower-fee-rate environment.

Our platform is also structured to make accretive acquisitions and add value for asset managers seeking the innovation, technology and distribution afforded by ever increasing economies of scale. With approximately two-thirds of our cost structure made up of variable expenses, this model allows us to scale and flex quickly in response to changing business and market conditions. In short, our Company has been built to benefit from current industry trends and rapidly adapt to future developments.

Please click here for more information on our leadership team and click here for more information on our Board of Directors, Board Committee Charters, and additional Corporate Governance information.

Business Ethics

The Victory Capital ethics hotline is available 24 hours a day, seven days a week. Employees may report an anonymous complaint by calling 1-800-584-9055. Victory Capital also has a Victory Funds ethics hotline and a USAA Mutual Funds ethic hotline.

• Victory Funds ethics hotline: 1-866-855-3863
• USAA Mutual Funds ethics hotline: 1-877-711-3336

Trust and integrity are core to our DNA. Trust is a sacred attribute that forms the foundation of our culture. We understand that great relationships are built on trust. Every day we earn trust through reliability, discipline, transparency, and strength. Our culture is one of mutual respect with our business partners and our clients. Therefore, identifying and mitigating conflicts of interest is at the heart of what we do. We limit gifts to a value of $100 per year and all travel and entertainment expenses must be reasonable and customary to avoid even the appearance of any conflicts. All employees must pre-clear their political contributions, and we monitor the outside business activities of our employees to ensure they don’t present conflicts to our clients.

Additionally, we closely monitor the personal trading activities of our employees and all employees are subject to our investment adviser Code of Ethics. In most cases, employees must obtain pre-clearance prior to engaging in any personal securities transactions. Our Code of Ethics establishes controls and restrictions to ensure personal transactions are conducted in a manner that avoids even the appearance of a conflict of interest in addition to preventing any actual or potential conflict. For example, when a Franchise trades a security on behalf of a client, all investment professionals within that franchise are prohibited from personally trading that security for a 10-day period (seven days before and three days after the execution of the trade). All employees are prohibited from short selling any stock, including their beneficial ownership in our common stock or any associated options.

It is our policy to maintain the highest ethical standards and to comply with all applicable laws, rules, and regulations that affect our business. Because we conduct business internationally, we also abide by the applicable national and local laws of all countries in which we operate. We adhere to the Foreign Corrupt Practices Act and Anti Money Laundering rules and regulations intended to detect and prevent financial crime.

We believe that adherence to our Code of Ethics helps to ensure our continued success, as well as earn and maintain the confidence of our clients, shareholders, and the communities in which we live.

Systematic Risk Management

Victory Capital’s risk governance structure includes a committee led by a diverse group of business managers who assist the firm in identifying and evaluating risks associated with the firm’s profile. We stress and note that risk management is the responsibility of every employee and is a core responsibility for our Board of Directors and each senior executive. Senior management plays an active and visible role in all risk management functions. We employ a risk management evaluation methodology and have established a framework that defines major risk categories and identifies the responsible parties for managing those risks.

• This methodology assesses the likelihood and potential impact of events or threats, the residual risk based on the control’s design and effectiveness, and the risk outlook based on trends, industry knowledge, and external analysis.
• The framework’s major risk categories include business, financial, legal, compliance, investment, operational, and reputational.

Evaluation of risks and the adequacy and execution of controls are critical to our enterprise risk management. As such, open communication is encouraged at Victory Capital. We provide all employees with Security Awareness Training for cyber risks and proper use of systems. Moreover, we require that critical suppliers and contractors receive proper training if their in-house programs are less robust than ours.

Environmental Considerations

We actively take steps to reduce the impact our operations have on the environment. At year-end 2020, approximately 84% of our employees working in offices were based in “green” office buildings. Our largest office and headquarters in San Antonio, Texas, has achieved Silver certification from the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) program. Our second-largest office in Brooklyn, Ohio, has achieved Platinum certification. In addition, we have smaller offices that have achieved Gold certifications.

We also have policies for employees to use their own mobile devices for work purposes thereby reducing the environmental impact from requiring employees to maintain multiple devices. Moreover, we issue employees portable laptops with VPN capabilities and avoid the need for multiple computers. Additionally, FSA funds can be used to defray the costs of commuter travel, which encourages use of mass transit where available.

Victory Capital separates Responsible Investing ("RI") intentions into three distinct and potentially complementary categories:

• Enhance:  The systematic and explicit inclusion of ESG factors as a supplement to the financial analysis traditionally performed by investment managers with the goal(s) of risk mitigation or alpha generation (i.e., ESG Integration).
• Avoid:  Avoiding companies, sectors, or countries in an exclusionary manner based upon ESG controversies or certain standards, values or norms (e.g., Socially Responsible Investing, Norms-Based Screening, Faith-Based Investing, etc.).
• Impact:  Examples include positive screening (i.e., selecting companies in an inclusionary manner based upon certain ESG criteria); impact investing (i.e., equity or debt investing with the disclosed intention to generate and measure both social and environmental benefits, alongside a financial return).

These responsible investing intentions could either be used as an isolated approach or part of a multi-faceted strategy, depending upon general market demand or specific client mandates. Proxy voting, corporate engagement, and stewardship activities are increasingly important to investors.

As a global asset management firm operating a next-generation business model that combines boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform, Victory Capital strongly advocates independent decision-making and investment processes. 

We are committed to incorporating specific ESG factors in portfolios we manage to accommodate objectives sought by our clients. We partner with clients to develop products that meet our fiduciary duty while delivering investment strategies aligned to the client’s potential desire for responsible investing with investment success. We appreciate the importance of ESG issues in the investment, risk management, and due diligence processes and, when appropriately directed by clients, we promote the following Principles for Responsible Investment (PRI):

• We will incorporate ESG issues into investment analysis and decision-making processes.
• We will be active owners and incorporate ESG issues into our ownership policies and practices.
• We will seek appropriate disclosure on ESG issues by the entities in which we invest.
• We will promote acceptance and implementation of the Principles within the investment industry.
• We will work together to enhance our effectiveness in implementing the Principles.
• We will each report on our activities and progress towards implementing the Principles.
  

These Principles for Responsible Investment were developed by an international group of institutional investors reflecting the increasing relevance of ESG issues to investment practices. The process was convened by the United Nations Secretary-General. We trace our signatory status back to 2016 when Sophus became a signatory. In 2020, we became a signatory on an enterprise-wide basis. Additional information about PRI can be found at www.unpri.org.

In addition, Victory Capital became a SASB Alliance User member in 2021, which gives our investment teams the rights to use SASB’s materiality framework in their investment decision making processes as well as products and services, and it allows them to map to third-party data sets.

Our goal is continuous improvement. Victory Capital encourages each of its Investment Franchises to perform the following iterative activities regarding responsible investing on a regular basis:

• Assess the effectiveness and efficiency of their current procedures.
• Remain aware of current research, new developments, and best practices.
• Identify changes needed to close gaps between current and target future states.
• Evaluate implications for investment decision-making processes and ensure all training needs are met.
• Implement desired changes, monitor progress, and assess attributable risk mitigation and/or alpha generation.

Victory Capital believes investing in sustainable companies (i.e., those able to properly manage their relevant ESG risks and opportunities) may improve risk-adjusted performance over the long-term. Each of our Investment Franchises and Solutions Platform follow an approach to integrating ESG considerations or implementing responsible investing approaches that best suits its autonomous investment processes or the objectives of its clients.

We provide our investment professionals with enhanced tools and resources to access the ESG attributes of portfolio companies and prospective portfolio companies. These resources include access to research and training on best practices to use at their discretion in a manner consistent with our fiduciary responsibilities and client-specific objectives.

We review our Proxy Voting Policy at least annually and have increasingly integrated ESG concerns into our policy based on consultation provided by Institutional Shareholder Services (ISS). For the 2021 proxy season, we revised our proxy voting guidelines to align more rigorously with material ESG factors.

• We formed several Employee Resource Groups (“ERGs”) including an Employee Resource Group for Women, a Black Employee Resource Group, and a Military Employee Reso­­urce Group.
• We enhanced our custom proxy voting (PV) policies to use sustainability guidelines, which helps us fulfill our commitment to being a signatory to the Principles for Responsible Investment.
• Implemented new tools that allow us to send notifications of important proxy issues to investment teams (based upon their guidance) and easily capture any vote overrides of our established PV policies.
• Made it easier for investment teams to engage with companies on important ESG issues, while also better tracking these activities for reporting purposes.
• Based on input from our DICE committee, we took steps to increase diversity by investing in software tools to analyze and edit to enhance external communications and make our job postings appeal to a broader and more diverse group of job candidates.

• We established a scholarship program for students attending Xavier University of Louisiana (“XULA”) who are interested in pursuing careers in the investment management industry. Through the newly introduced Victory Capital Scholars Program, $50,000 of direct financial support will be provided to XULA students for the 2021-2022 academic school year to pay expenses not covered by existing grants and awards. These “gap” scholarships will be awarded based on need and merit, with special consideration given to students in the Post-911 GI Bill’s Yellow Ribbon Program. Victory Capital’s Black Employee Resource and Military Employee Resource Groups will be instrumental in evaluating the applicants.
• We also agreed to provide $50,000 in funding to launch an Investment Club at XULA. The proceeds will be used to seed an investment portfolio managed by students, providing hands-on experiential learning opportunities.
• We became a SASB Alliance User Member. The SASB Alliance supports the need for more decision-useful, cost-effective sustainability disclosure. Over 200 organizations have joined the SASB Alliance to be part of the global effort to develop and explore best practices to integrate material sustainability information into their existing processes.
• We became a member of the Ceres Investor Network on Climate Risk and Sustainability. The Ceres Investor Network includes over 180 institutional investors, managing more than $30 trillion in assets, advancing leading investment practices, corporate engagement strategies, and key policy and regulatory solutions.

We endeavor to advance continuous improvements in every aspect of our business and welcome comments and/or suggestions regarding our ESG, CSR, or RI initiatives.