News Release

Victory Capital to Acquire THB Asset Management
THB Asset Management to Become Victory Capital’s 10th Investment Franchise
San Antonio, Texas – November 4, 2020 – Victory Capital Holdings, Inc. (NASDAQ: VCTR)(“Victory Capital” or the “Company”) today announced that it has signed a definitive purchaseagreement to acquire certain assets of THB Asset Management (“THB”).
The transaction is expected to close in early 2021 and be immediately accretive to earnings.
Consistent with Victory Capital’s model, THB’s investment team will become employees of theCompany and the newly created Franchise will be subject to a compensation agreement basedon revenue sharing. No material consideration will be paid for the assets.
“We are pleased to welcome the THB investment team and their clients to Victory Capital,” said
David Brown, Chairman and CEO. “With investment strategies in asset classes where we haveextensive operating and distribution experience, we look forward to a seamless and efficient
integration as we also continue to evaluate a wide variety of other acquisition prospects. Our
scaled and integrated platform appeals to leading investment professionals by combining thebenefits of an established operating and distribution infrastructure while preserving the autonomyof their investment process and unique brand.”
THB’s Chief Investment Officer, Christopher Cuesta, commented, “Our investment team isdelighted to be joining forces with Victory Capital. Their entrepreneurial culture, strategic vision
and appreciation of capacity constrained strategies aligns perfectly with our heritage. Thistransaction will not affect our investment philosophy or process, and we look forward to devoting
all our attention to managing portfolios and serving clients from our current location in Norwalk,
CT. We have significant capacity to grow assets in our products and believe Victory Capital’s
broad and deep distribution network—coupled with its ability to develop in-demand products andinvestment vehicles—will accelerate our growth.”“THB’s investment performance track record demonstrates a genuine edge,” Brown added. “Itsstrategies have consistently outperformed respective benchmarks throughout various market
cycles and rank among the top tier of their strategy peer groups. Aligning with our responsible
investing goals, THB has a 30-year history of managing socially responsible investment portfolios
with ESG considerations fully integrated into the investment process for each of its strategies. Inaddition, the team also seeks investments in sustainable impact themes such as renewableenergy, carbon capture and storage, green technologies, and environmentally friendly products.”
Founded in 1982, and formerly known as Thomson, Hortsmann & Bryant, THB AssetManagement is based in Norwalk, CT, and will remain in its current location. The team currently
manages approximately $435 million in equity assets in capacity constrained, micro-cap, smallcap, and mid-cap asset classes, including strategies managing U.S., international and global
portfolios. THB serves clients in the U.S. and in Europe and Australia through long-establishedpartnerships with Carolon Capital and Brookvine, providing Victory Capital with additional offshore
distribution relationships and opportunities.

Table: THB Investment Performance
THB Asset Management Peer Rankings and Excess Returns vs. Benchmarks, as of Sep 30, 2020

QTD
1-Year
3-Year
5-Year
10-YearPeer Rank (%)
Excess return vs. benchmark
Peer Rank (%)
Excess return vs. benchmark
Peer Rank (%)
Excess return vs. benchmark
Peer Rank (%)
Excess return vs. benchmark
Peer Rank (%)
Excess return vs. benchmark

Since Inception
Excess return vs. benchmark

Mid-Cap3

International
Opportunities4

Micro-Cap1

Small-Cap2

4%

30%

+867 bps+123 bps24%

14%-100 bps+720 bps+936 bps+1,298 bps

25%

32%

10%

8%

+75 bps+128 bps+620 bps+511 bps

20%

21%

18%

2%

+242 bps+135 bps+276 bps+846 bps

35%

64%

NANA

+64 bps-59 bps

NANA

Jun 1998

Jan 1992

Feb 2014

Apr 2015+444 bps+61 bps+297 bps+819 bps

7%+260 bps
9%4%+551 bps
7%

Performance data quoted represents past performance net of fees and is not indicative of future results. Periods greaterthan 1 year are annualized. Returns represented include reinvestment of dividends and other income. Benchmark
Indexes: 1) Russell Microcap; 2) Russell 2000; 3) Russell Midcap®; and, 4) MSCI EAFE Small Cap
Source: eVestment and THB Asset Management. eVestment universe rankings reflect the following independent
category classifications: U.S. Micro Cap Core Equity; U.S. Small Cap Core Equity; U.S. Mid Cap Core Equity; andEAFE Small Cap Core Equity.

Closing is subject to customary approvals, conditions and consents, including approvals by theshareholders and board of trustees of the THB-advised mutual fund.
BofA Securities served as financial advisor to Victory Capital, and Willkie Farr & Gallagher LLP
served as legal advisor to Victory Capital. Acclinate LLC served as consultant to THB AssetManagement.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may include, without limitation, anystatements preceded by, followed by or including words such as “target,” “believe,” “expect,”“aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,”“outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,”“could” and other words and terms of similar meaning or the negative thereof. Such forwardlooking statements involve known and unknown risks, uncertainties and other important factors
beyond Victory Capital’s control such as the COVID-19 pandemic and its effect on our business,
operations and financial results going forward, as discussed in Victory Capital’s filings with theSEC, that could cause Victory Capital’s actual results, performance or achievements to bematerially different from the expected results, performance or achievements expressed or impliedby such forward-looking statements.
Although it is not possible to identify all such risks and factors, they include, among others, thefollowing: reductions in AUM based on investment performance, client withdrawals, difficult
market conditions and other factors such as a pandemic; the nature of the Company’s contracts

and investment advisory agreements; the Company’s ability to maintain historical returns andsustain its historical growth; the Company’s dependence on third parties to market its strategies
and provide products or services for the operation of its business; the Company’s ability to retain
key investment professionals or members of its senior management team; the Company’sreliance on the technology systems supporting its operations; the Company’s ability tosuccessfully acquire and integrate new companies; the concentration of the Company’s
investments in long-only small- and mid-cap equity and U.S. clients; risks and uncertainties
associated with non-U.S. investments; the Company’s efforts to establish and develop new teams
and strategies; the ability of the Company’s investment teams to identify appropriate investment
opportunities; the Company’s ability to limit employee misconduct; the Company’s ability to meetthe guidelines set by its clients; the Company’s exposure to potential litigation (including
administrative or tax proceedings) or regulatory actions; the Company’s ability to implement
effective information and cyber security policies, procedures and capabilities; the Company’ssubstantial indebtedness; the potential impairment of the Company’s goodwill and intangible
assets; disruption to the operations of third parties whose functions are integral to the Company’s
ETF platform; the Company’s determination that Victory Capital is not required to register as an"investment company" under the 1940 Act; the fluctuation of the Company’s expenses; theCompany’s ability to respond to recent trends in the investment management industry; the levelof regulation on investment management firms and the Company’s ability to respond to regulatory
developments; the competitiveness of the investment management industry; the dual classstructure of the Company’s common stock; the level of control over the Company retained byCrestview GP; the Company’s status as an emerging growth company and a controlled company;
and other risks and factors listed under "Risk Factors" and elsewhere in the Company’s filings
with the SEC.
Such forward-looking statements are based on numerous assumptions regarding Victory
Capital’s present and future business strategies and the environment in which it will operate in
the future. Any forward-looking statement made in this press release speaks only as of the datehereof. Except as required by law, Victory Capital assumes no obligation to update these forwardlooking statements, or to update the reasons actual results could differ materially from thoseanticipated in the forward-looking statements, even if new information becomes available in thefuture.
About Victory Capital
Victory Capital is a diversified global asset management firm with $132.7 billion in assets undermanagement as of September 30, 2020. The Company operates a next-generation businessmodel combining boutique investment qualities with the benefits of a fully integrated, centralizedoperating and distribution platform.
Victory Capital provides specialized investment strategies to institutions, intermediaries,retirement platforms and individual investors. With nine autonomous Investment Franchises anda Solutions Platform, Victory Capital offers a wide array of investment styles and investment
vehicles including, actively managed mutual funds, separately managed accounts, active ETFs,
multi-asset class strategies, custom-designed solutions and a 529 College Savings Plan.
For more information, please visit www.vcm.com or follow us: Twitter and LinkedIn
Contacts:
Investors:
Matthew Dennis, CFA
Chief of StaffDirector, Investor Relations
216-898-2412
mdennis@vcm.com
Media:
Tricia Ross
310-622-8226
tross@finprofiles.com