Announcement of shareholder change at RS Investments

For release December 21, 2015
Bayview Asset Management Co., Ltd.
Ken Yagi,President and CEO

Bayview Asset Management Co., Ltd., (president and CEO: Ken Yagi; hereinafter referred to as "BVAM") hereby announces that
the Company has been informed by RS Investments (hereinafter referred to as "RSIM"), with which it has been collaborating for
its U.S. equity investment services since its founding, that as of December 18, 2015, RSIM's largest shareholder will change from
Guardian Investor Services LLC (hereinafter referred to as "Guardian") to Victory Capital Management Inc. (hereinafter referred
to as "Victory Capital"). Please see the attached for Victory Capital's press release.

RSIM was founded in 1986 in San Francisco, California. Its highly experienced team of specialists manages investments in thefields of U.S. value stocks, U.S. growth stocks, international stocks, and natural resource stocks and bonds focusing on a strategy
based on thorough bottom-up research to provide a variety of funds for institutional investors, individual investors, and investmentadvisors.

Guardian, which became RSIM's largest shareholder in 2006, had been considering selling its shares of RSIM which is involved in
asset management business, since the beginning of this year in order to concentrate its management resources on its core insurance
business. The company has now reached a stock transfer agreement with Victory Capital, a U.S. asset management company.

Victory Capital, located in Cleveland, Ohio, is a multi-boutique house that has several independent boutique asset management
firms investing mainly in U.S. equities under its umbrella. Adding RSIM, which has a long track record of high performance inU.S. mid- and small-cap equity investments, to its group will further enhance its investment strategies. Victory Capital's major
shareholder is Crestview Partners, which invests in private equities (unlisted stocks) based on a value approach. Crestview Partners
has a strong record with its investment method of investing in companies with competitive products or services, mainly in thefinancial services, media, healthcare, and energy sectors, improving the quality of management and increasing value of thesecompanies.

The investment management structure of RISM, located in San Francisco, will remain unchanged after the shareholder change andthe company will continue to provide investment management services as in the past for all funds managed by RSIM, including
publicly offered investment trusts adopting its management strategy in Japan.*

BVAM, founded on January 7, 1998, as a pioneer independent boutique house with the ambition of changing Japan's asset
management industry, has been striving to provide excellent products and services offered by the Company, as well as our partner
investment management service companies in Silicon Valley, including RSIM. We plan to also consider the possibilities ofexpanding the business in Japan of investment services offered by investment management companies other than RSIM that areunder Victory Capital and continue our efforts to provide attractive products for investors.

*Publicly offered investment trusts adopting the investment strategy managed by RSIM in Japan.

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 enteredinto a definitive purchase agreement to acquire RS from The Guardian Life Insurance Company of America ("Guardian") and theinvestment professionals and employees of RS. RS's experienced investment teams, specializing in U.S. and global/international
equities, will serve as a strong complement to Victory Capital's existing investment franchises and expand the firm's multi-boutiquebusiness model. Following the all-cash purchase, Victory Capital is projected to have approximately $54 billion in assets undermanagement and advisement and a diverse product platform that 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's business 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 for delivering
better client outcomes through a careful blend of risk management and deep research, principles that will remain in place in thefuture.

"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 and Chief Executive Officer of Victory Capital. "Our goal is to bringon exceptional investment talent and provide 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 is ideally suited for us, and they have the ability to help take RS to thenext level. We believe this transaction 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 providing them with the rightinfrastructure and environment to maintain their independence and deliver compelling 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 ourinvestors."

Mr. Brown will continue to serve as Chairman and Chief Executive Officer following completion of the acquisition. 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 to regulatory 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 of the Victory Funds.

ABOUT VICTORY CAPITAL

Victory Capital is a multi-boutique asset management firm, headquartered in Cleveland, Ohio. As of November 30, 2015, the firm
had approximately $34.8 billion in assets under management and advisement. Victory Capital is comprised of nine autonomous
investment franchises, each with an independent culture 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, non-profits, public funds, Taft-Hartley and sub-advisory
clients through separate accounts and commingled funds. Through its intermediary channel, Victory Capital also offers retail andretirement 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 and the 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 resources(1) and fixed income(2). 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 headquartered in 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.
(2)Sub-advised by a subsidiary of Guardian.

As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. Investing in small andmid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity thanin the case of larger companies. Investing in a more limited number of issuers and sectors can be subject to greater market
fluctuation. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the pricesof stocks in those sectors or industries. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks notpresent in domestic investments.