X0206 3 2018-02-07 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001729927 Berlinski Milton R. 477 MADISON AVE., 23RD FLOOR NEW YORK NY 10022 1 0 1 0 0001621530 Reverence Capital Partners Opportunities Fund I, L.P. 477 MADISON AVE., 23RD FLOOR NEW YORK NY 10022 1 0 1 0 0001621531 Reverence Capital Partners Opportunities Fund I (Cayman), L.P. 477 MADISON AVE., 23RD FLOOR NEW YORK NY 10022 1 0 1 0 0001621529 Reverence Capital Partners Opportunities Fund I (AI), L.P. 477 MADISON AVE., 23RD FLOOR NEW YORK NY 10022 1 0 1 0 0001606112 RCP Lake Co-Invest, L.P. 477 MADISON AVE., 23RD FLOOR NEW YORK NY 10022 1 0 1 0 Class A Common Stock 0 I See Footnotes Class B Common Stock Class A Common Stock 3326915 I See Footnotes Class B Common Stock Class A Common Stock 6384829 I See Footnotes Class B Common Stock Class A Common Stock 184231 I See Footnotes Class B Common Stock Class A Common Stock 286428 D The Reporting Persons do not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Common Stock"). The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Berlinski, shares of Class B Common Stock held by Mr. Berlinski or Mr. Berlinski's permitted estate planning entities will convert into Class A Common Stock. Represents 3,316,915 shares of Class B Common Stock owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the Class B Common Stock owned directly by RCP Lake Co-Invest, L.P. Represents an aggregate of 6,384,829 shares of Class B Common Stock collectively owned directly by Reverence Capital Partners Opportunities Fund I, L.P., Reverence Capital Partners Opportunities Fund I (Cayman), L.P., and Reverence Capital Partners Opportunities Fund I (AI), L.P. (collectively, the "Reverence Capital Funds"). RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the Class B Common Stock owned directly by the Reverence Capital Funds. Represents 286,428 shares of Class B Common Stock owned directly by Mr. Berlinski, a member of the board of directors of the Issuer. Mr. Berlinski is a member of the Investment Committee of Reverence Capital Partners LLC and is the sole member of RCP GenPar Holdco LLC. Represents 184,231 shares of Class B Common Stock owned directly by MRB ICBC LLC, an entity which Mr. Berlinski controls. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 99.1 - Joint Filer Information /s/ Milton Berlinski 2018-02-07