Victory Capital Management Inc

ITEM 5: FEES AND COMPENSATION

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              Style                 Minimum        Standard Institutional
 Asset                                        Account Size   Separate Account Fee
 Management                                   /              Schedule
                                              Annual Fee
 Integrity Mid Cap      Mid Cap Value         $5M / $42.5K   •   0.85% on the first $15M
 Value                                                       •   0.75% on the next $35M
                                                             •   0.65% on the next $50M
                                                             •   0.60% on assets exceeding
                                                                 $100M
 Integrity Small/Mid    Small/Mid Cap Value   $5M / $50K     •   1.00% on the first $15M
 Cap Value                                                   •   0.85% on the next $35M
                                                             •   0.80% on the next $50M
                                                             •   0.75% on assets exceeding
                                                                 $100M
 Integrity Small Cap    Small Cap Value       $10M / $100K •     1.00% on the first $15M
 Value                                                     •     0.90% on the next $35M
                                                           •     0.80% on the next $50M
                                                           •     0.75% on assets exceeding
                                                                 $100M
 Integrity Micro Cap    Micro Cap Value       $5M / $50K     •   1.00% on the first $15M
 Value                                                       •   0.90% on the next $35M
                                                             •   0.80% on the next $50M
                                                             •   0.75% on assets exceeding
                                                                 $100M

 Pioneer                Style                 Minimum
 Investments                                  Account        Standard Institutional Separate
                                              Size           Account Fee Schedule
 US Disciplined         Equity                $25M           • 0.55% on the first $50M
 Growth Equity                                               • 0.45% on the next $50M
                                                             • 0.40% on the next $100M
                                                             • 0.35% Thereafter
 US Disciplined Value   Equity                $25M           • 0.55% on the first $50M
 Equity                                                      • 0.45% on the next $50M
                                                             • 0.40% on the next $100M
                                                             • 0.35% Thereafter
...

ITEM 7: TYPES OF CLIENTS

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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