News Release

PRESS INQUIRIESContact: Raina Gajjar(212) 850-5724
raina.gajjar@fticonsulting.com

VICTORY CAPITAL TO ACQUIRE RS INVESTMENTS
Planned Acquisition Expands
Multi-Boutique Business Model
Cleveland, OH, December 18, 2015 – Victory Capital and RS Investments™ (“RS”) today announced
that Victory Capital has entered into a definitive purchase agreement to acquire RS from The GuardianLife Insurance Company of America® (“Guardian”) and the investment professionals and employees ofRS. RS’s experienced investment teams, specializing in U.S. and global/international equities, willserve as a strong complement to Victory Capital’s existing investment franchises and expand the firm’s
multi-boutique business model. Following the all-cash purchase, Victory Capital is projected to haveapproximately $54 billion in assets under management and advisement and a diverse product platformthat includes a broad range of mutual funds, ETFs and separately managed institutional accounts.
RS, which is headquartered in San Francisco, employs a research-driven actively managed
approach with separate and distinct teams focused on specific asset classes. Victory Capital’sbusiness model will enable the teams to remain autonomous and continue to employ their existing
investment processes. RS, which was founded in 1986, has developed a strong reputation fordelivering better client outcomes through a careful blend of risk management and deep research,principles that will remain in place in the future.
“We believe our clients are best served by autonomous investment franchises and RS shares our
deep commitment to independent investment decision making,” said David Brown, Chairman andChief Executive Officer of Victory Capital. “Our goal is to bring on exceptional investment talent andprovide those professionals with best-in-class distribution, operational, and technology support. We
are confident that RS’s culture and strategy complement ours.”“I’m pleased that Victory Capital recognizes the inherent value and potential of our firm,” said
Matthew Scanlan, Chief Executive Officer of RS Investments. “Their multi-boutique structure isideally suited for us, and they have the ability to help take RS to the next level. We believe thistransaction offers an exciting future for our team and for our clients.”“Victory Capital has a strong track record of bringing on experienced investment teams and providingthem with the right infrastructure and environment to maintain their independence and delivercompelling risk-adjusted returns to their clients,” said Scott Tracy, Portfolio Manager for the RS
Growth Team. “We think it’s an outstanding cultural fit for RS and a smart choice for our investors.”
Victory Capital and RS are both committed to meaningful employee ownership as a means to ensurealignment with current and future clients. Senior management, investment leadership and employees
at both firms will continue to be material equity investors following the acquisition.
Mr. Brown will continue to serve as Chairman and Chief Executive Officer following completion of theacquisition. There will be no changes to the Board of Directors of Victory Capital Holdings, Inc.
The transaction, which is expected to close by the end of the second quarter of 2016, is subject toregulatory and other customary approvals, conditions and consents, including approvals by theshareholders and boards of trustees of the RS-advised mutual funds and the boards of trustees ofthe Victory Funds.

ABOUT VICTORY CAPITAL
Victory Capital is a multi-boutique asset management firm, headquartered in Cleveland, Ohio. As ofNovember 30, 2015, the firm had approximately $34.8 billion in assets under management andadvisement.
Victory Capital is comprised of nine autonomous investment franchises, each with an independentculture and investment approach. The franchises are supported by a robust distribution and operational
platform, allowing them to focus solely on investment management.
Victory Capital provides investment advisory services to institutional clients including corporations, nonprofits, public funds, Taft-Hartley and sub-advisory clients through separate accounts and commingled
funds. Through its intermediary channel, Victory Capital also offers retail and retirement clients mutual
funds and ETFs as well as separately managed accounts through wrap fee programs and access to its
investment models through unified managed accounts. For more information, please visit
www.vcm.com.
ABOUT RS INVESTMENTS
RS Investments offers investment management solutions for institutional and individual investors andthe advisors who serve them. The firm’s specialized investment platform supports distinct investment
teams, each utilizing disciplined and repeatable investment processes to deliver research-driven value,
growth and alternative strategies in U.S. and global equity markets, as well as strategies in global
natural resources1 and fixed income2. As of November 30, 2015, RS Investments managed
approximately $18.9 billion on behalf of its clients. The firm was founded in 1986 and is headquarteredin San Francisco, California, with principal offices in Des Moines, Iowa, Villanova, Pennsylvania, Hong
Kong and Singapore. For more information, please visit www.rsinvestments.com.

1

Sub-advised by SailingStone Capital Partners LLC.
Sub-advised by a subsidiary of Guardian.

2