Advisory services offered by VCM or its affiliate, WestEnd Advisors, both SEC-registered investment advisers. Primary responsibility for the day-to-day management of most investment portfolios lies with the investment franchises. WestEnd Advisors provides the day-to-day management of portfolios for which it serves as the investment adviser. 5 | P a g e GENERAL Victory Capital Management Inc. (“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, Munder Capital Management, NewBridge Asset Management, New Energy Capital, RS Investments, Sophus Capital, Sycamore Capital, THB Asset Management, Trivalent Investments, and Victory Income Investors (each, an “Investment Franchise”). In addition, VCM offers rules-based solutions through its Solutions Platform. 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 tax- exempt 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.” VCM is headquartered in San Antonio, TX, and has domestic offices in Birmingham, MI, Boston, MA, Brooklyn, OH, Cincinnati, OH, Des Moines, IA, Golden, CO, Hanover, NH, New York, NY, Norwalk, CT, Rocky River, OH, San Francisco, CA, as well as international offices located in Singapore and 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, collective investment trusts, exchange traded funds (“ETFs”), private funds, Australian Funds 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. 6 | P a g e As of December 31, 2023, VCM managed $151,257,095,9241 worth of assets on a discretionary basis and $852,182,9622 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 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 1 This number is derived from “Regulatory Assets Under Management” calculation required under Item 5.F of Form ADV Part 1A. 2 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. 7 | P a g e adviser for the following types of pooled vehicles: i. Victory-Sponsored Pooled Vehicles. VCM and its affiliates serves 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” means the individual series portfolios of Victory Portfolios, Victory Portfolios II, Victory Portfolios III, and Victory Variable Insurance Funds, each an investment company registered under the Investment Company Act of 1940, as amended (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) and other non-registered pooled vehicles that are sponsored by third-parties. VCM currently acts as a sub-adviser for the registered investment companies disclosed in Part 1 of Form ADV. VCM’s THB Asset Management franchise has been appointed as investment manager to certain Australian Funds issued by Equity Trustees Limited. VCM acts as investment manager to certain sub-funds of Carolon Investment Funds plc, which offers UCITS products for non-U.S. investors. VCM is authorized by the Central Bank of Ireland to act as an investment manager to Irish UCITS funds. VCM’s Sophus Capital franchise serves as investment manager to sub-funds of Carolon Investment Funds plc (the “Victory UCITS”). 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. USAA® 529 Education Savings Plan3 (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 USAA 529 Education Savings Plan Description and Participation Agreement, which is a separate document provided to each 529 Plan participant. 3 Victory Funds and the USAA 529 Education Savings Plan are distributed by Victory Capital Services, Inc. (VCS). VCS is not affiliated with United Services Automobile Association or its affiliates. USAA and the 529 Plan logos are trademarks of USAA and are being used under license. 8 | P a g e Wrap Fee Disclosures Wrap SMA and UMA are “wrap fee programs” sponsored, organized, and administered by unaffiliated “wrap fee sponsors”. Most investment strategies VCM uses in managing wrap fee programs are similar to those offered to its other clients; however, the services provided to wrap fee programs may differ from the services provided to other clients. Wrap fee program accounts may involve fewer securities holdings and less frequent trading due to cash availability, smaller account sizes, high cash balance minimums, supply of suitable securities, and less ability for customization. Clients who participate in wrap fee programs are also unable to receive IPO allocations due to unknown client eligibility and restrictions around trading away. In many cases there are limitations on the ability of VCM to communicate directly, on its own initiative, with program clients, without going through the program sponsor. Strategies, restrictions, and guidelines may vary among each wrap program. VCM does not execute securities transactions for a UMA Program but does execute securities transactions for SMA clients, primarily using a third-party wrap trading platform. Additionally, VCM may allow SMA participants to restrict investments in ways that it may not for a UMA. For UMAs, the reasonableness and implementation of any restrictions are the responsibility of the wrap fee sponsor. Based on market value of relevant accounts, wrap fee sponsors charge their clients a single fee, a portion of which VCM receives for the investment advisory services it provides. VCM does not determine whether a particular wrap fee program is suitable or advisable for any client. Rather, the wrap sponsor determines whether the investment strategy provided by VCM is suitable for the client. VCM may accept or reject a wrap client for any reason. In most wrap fee programs, the wrap fee sponsor has direct contact with the wrap fee client and, through client consultation, will establish the investment mandate. Wrap fee sponsors should provide wrap fee clients with the sponsor’s wrap fee brochure (Schedule H of the wrap sponsor’s form ADV) and the brochure for each investment adviser or sub-adviser that is used by the wrap fee client. Asset Allocation Services VCM may, on a non-discretionary basis, review and provide guidance to certain investment advisers, banks, insurance companies and broker/dealers (each an “Intermediary”) related to the Intermediary’s pre-existing asset-allocation model or the development of a new asset-allocation model ("Asset Allocation Services”). Asset Allocation Services are provided by VCM without an additional advisory fee and generally are not pursuant to an agreement. Asset Allocation Services are not intended to meet the objectives of any of the Intermediary’s underlying clients. The Intermediary has ultimate discretion in recommending to underlying clients any asset-allocation model and the funds, portfolios, and securities that are used to implement the model. The insights provided to an Intermediary solely represent guidance as of the point in time in which a consultation is provided. VCM and/or its affiliates, receive revenue from mutual funds, ETFs, and 529 plan investment products and services. The Asset Allocation Services will likely be constructed of, contain, or utilize Victory Funds. VCM may suggest that an Intermediary utilize one or more Victory Funds (including mutual funds and ETFs) in the Asset Allocation Services. In situations where multiple mutual fund families offer a fund that is similar to a Victory Fund, VCM may exercise a preference for including Victory Funds in the Asset Allocation Services. VCM receives a management fee for advising the Victory Funds, and additional investments into Victory Funds may increase the amount of VCM’s management fee. VCM 9 | P a g e therefore has an incentive and a potential conflict of interest in the inclusion of, and preference for, the Victory Funds in the Asset Allocation Services. 10 | P a g e