Description of the Firm Victory Asset Management Co., Inc. is a New Jersey corporation formed on August 21, 1995 and is an SEC registered investment adviser. We generally operate under the trade name Victory Wealth Partners. Our advisory Firm is not a subsidiary of, nor do we control, another financial services industry entity. Item 10 of this Brochure describes other business activities in which Firm associates may be engaged. Victory Asset Management Co., Inc. was originally registered as an SEC investment advisor in June of 1990 under a previous name. In addition, our Firm and its associates may notice-file (register), become licensed or meet certain exemptions to registration and/or licensing in other jurisdictions in which we conduct investment advisory business. Howard R. Verfaillie, Jr., AIF®, AIFA®, PPC®, CFF® CFP®, is the Firm’s Chief Executive Officer, Chief Compliance Officer and maintains a 50% interest in the Firm. Ashley R. Rosser, AIF® is the Firm’s President, Compliance Officer and she maintains a 50% interest in the Firm. Our advisory Firm provides a broad range of solutions to our client base which include retirement plan services to plan sponsors and financial planning and portfolio management to individuals and businesses. These individualized services are described in further detail below. Description of Services Provided to Retirement Plan Sponsors Victory Wealth Partners provides services intended to assist plan sponsors1 in understanding the scope of their fiduciary duties and responsibilities, develop prudent practices and procedures to enable them to effectively discharge those duties and responsibilities, and document their actions and decisions. Our Firm assists plan fiduciaries in the development of committee charters, fiduciary eligibility documentation, and committee meeting documentation, investment policy and other activities that generally relate to prudent plan governance. Also included is assistance in preparing an annual report to the board of director or trustees as our client deems prudent and appropriate. Our Firm is available to provide process assessments on the practices currently in place to manage fiduciary duties and responsibilities, as well as offer recommendation to improve current plan practices. We can assist in benchmarking service providers by evaluating existing providers and the expenses incurred for their services, and we can prepare a vendor request for information and complete an analysis of the vendor responses. We provide our services as a fiduciary as defined in § 3(21)(a)ii of the Employee Retirement Income Security Act of 1974 (ERISA) as well as an ERISA § 3(38). Our level of account authority is defined in further detail in Item 16 of this Brochure. We do not serve as ERISA § 3(16) plan third-party administrator (TPA), but we will assist the plan sponsor in identifying a TPA if appropriate. An initial interview is conducted with the plan sponsor to discuss their current situation, goals, and the scope of services that may be provided by our Firm. Prior to or during this first meeting, the plan sponsor will be provided with this Brochure that includes a statement involving our privacy policy (see Item 11). The Firm discloses material conflicts of interest that could be reasonably expected to impair the rendering of unbiased and objective advice in Items 5, 10, 11 and 12 of this Brochure. When a plan sponsor wishes to engage Victory Wealth Partners, parties must enter into a written agreement; thereafter, discussion and analysis will be conducted to determine plan requirements. We will then provide written recommendations and deliverables as specified within our engagement scope. With respect to advisory services provided to plan sponsors, we are available to conduct: 1 Throughout this Brochure, the term “plan sponsor” includes any person with the authority to review and implement plan investment decisions, such as executive management, investment committees, retirement plan committees, general counsel, plan advisor, etc.
• Due diligence on existing, potential, and selected investment managers and/or service providers
• Retirement plan asset-class menu recommendations
• Trustee education
• Plan design recommendations
• Plan mid-year and year-end reviews with trustee(s), as appropriate
• Investment monitoring reports
• Substitution recommendations
• Watch list recommendations
• Model portfolio generation
• Participant educational workshops
• Site visits when/where needed, upon request Upon request, we will review an existing or prepare a new IPS or similar written plan guidelines. The purpose of the IPS is to assist plan investment committees in effectively supervising, monitoring and evaluating their company's retirement plan. Topics may include:
• Investment committee's expectations, objectives and guidelines for the plan, as well as assessing for effective communications between the investment committee and all parties involved with investment management decisions;
• Establishing formal criteria for provider selection and evaluation; and
• Complying with all ERISA, fiduciary, prudence and due diligence requirements applicable with laws, rules and regulations from various local, state or federal entities that may impact plan assets. Victory Wealth Partners is available to conduct ongoing assessments of selected providers. We may recommend replacement of some or all of plan investments, a recordkeeper, TPA and/or custodian. Our recommendations will depend on a combination of plan goals and objectives, updated due diligence information, as well as cost or other service considerations. If the plan does not call for self-directed investing by plan participants, the plan sponsor may choose to engage our Firm to assist with implementing investment strategies. For those plans that Victory Wealth Partners serves as portfolio manager, we employ strategies and a range of investment vehicles as described in Item 8 of this Brochure. We manage plan portfolios on a discretionary basis as defined in Item 16. Our Firm does not sponsor or serve as portfolio manager in an investment program involving wrapped (bundled) fees. We will utilize the plan’s IPS, observing reasonable investment constraints as stated in the IPS. For example, the plan may choose to exclude certain securities (e.g., options, stocks, illiquid securities, etc.). Investment guidelines should be designed to be specific enough to provide future guidance while allowing flexibility to work with changing market conditions. It will remain the plan sponsor’s responsibility to promptly notify us if there is any change in the sponsor’s financial situation and/or investment objectives for the purpose of our reviewing, evaluating or revising previous account restrictions or Firm investment recommendations. Description of Advisory Services Ongoing supervision of our clients’ accounts is accomplished through our portfolio management services, and we may recommend institutional investment managers for certain client engagements. We provide periodic educational workshops involving a broad range of planning and investing topics. The Firm provides discretionary (change/add to reflect and/or include non-discretionary) investment advisory services on a fee basis as discussed at Item 5 below. Before engaging Firm to provide investment advisory services, clients are generally required to enter into an Investment Advisory Agreement with Firm setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. To commence the investment advisory process, Firm will ascertain each client’s investment objective(s) and then allocate the client’s assets consistent with the client’s designated investment objective(s). Once allocated, Firm provides ongoing supervision of the account(s). For individual retail (i.e., non-institutional) clients, the Firm’s annual investment advisory fee shall generally (exceptions can occur-see below) include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Firm), Firm may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Our engagement begins with one or more conversations to discuss your current situation, goals and scope of services that may be provided to you. During or prior to the first meeting, you will be provided with our Form ADV Part 2 Firm Brochure that includes a statement involving our privacy policy (see Item 11). We will also disclose material conflicts of interest that could be reasonably expected to impair our ability to render unbiased and objective advice, such as information identified in Items 5, 10,11 and 12 of this Brochure. If you choose to engage Victory Wealth Partners as your investment advisor, you must first enter into an engagement agreement with our Firm. We may request that you complete a risk profile questionnaire and other forms to assist us in gathering information on your financial needs, goals, holdings, etc. Depending on the scope of the engagement and your situation, you may be asked to provide copies of the following documents early in the process:
• Current income documentation (W-2s, 1099s, tax returns)
• Credit card information and other revolving debt statements
• Employment or other business agreements you may have in place
• Mortgage and/or student loan information
• Statements reflecting current investments in retirement and non-retirement accounts
• Wills, codicils and trusts
• Insurance policies and statements
• Other pertinent agreements such as employment agreements, trusts, divorce decrees, etc. It is important that we are provided with an adequate level of information and supporting documentation throughout the term of the engagement including but not limited to: source of funds, income levels, and an account holder or attorney-in-fact’s authority to act on behalf of the account, among other information that may be necessary for our services. The information and/or financial statements provided to us need to be accurate. It is also essential that you inform our Firm of significant issues that may call for an update to your plan. Events such as changes in employment or marital status, an unplanned windfall, etc., can have an impact on your circumstances and plans. Financial Planning Services Our financial planning services provide clients with advice on key topics such as cash flow and budgeting, funding a college education, retirement, and risk management, estate or tax planning, among others. Our financial planning service is customized for each of our clients; it is as broad-based or narrowly focused as you may require. The incorporation of most or all of the following components allows for not only a thorough analysis but also a refined focus so that the Firm is able to assist the client in reaching their goals. Cash Flow Analysis and Debt Management A review of your income and expenses may be conducted to determine your current surplus or deficit. Based upon the results, we might recommend prioritizing how any surplus could be used, or how to reduce expenses if they exceed your income. In addition, advice on the prioritization of which debts to repay may be provided, based upon such factors as the debt’s interest rate and any income tax ramifications. Risk Management A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). Employee Benefits A review is conducted and analysis is made as to whether you, as an employee, are taking maximum advantage of your employee benefits. We will also offer advice on your employer-sponsored retirement plan, deferred compensation, stock options, along with other benefits that may be available to you. Personal Retirement Planning Retirement planning services typically include projections of your likelihood of achieving your financial goals, with financial independence usually the primary objective. For situations where projections show less than the desired results, a recommendation may include showing you the impact on those projections by making changes in certain variables (i.e., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. Education Planning Advice may include projecting the amount that will be needed to achieve post-secondary education funding goals, along with savings strategies and the “pros-and-cons” of various college savings vehicles that are available. We are also available to review your financial picture as it relates to eligibility for financial aid or the best way to contribute to other family members. Tax Planning Strategies Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, recommendations may be offered as to which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. We generally recommend that you consult with your accountant or tax attorney, and we may provide you with contact information for various specialists when you wish to hire an accountant or an attorney. Estate Planning and Charitable Giving Our review may include an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts and other related documents. We may assess ways to minimize or avoid future estate taxes by implementing various estate planning strategies (i.e., trusts, charitable giving, etc.). We generally recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. We are available to participate in meetings or phone calls between you and your attorney with your approval or request. Divorce Planning We are available to work with you to help you gain an understanding of your unique financial situation to better prepare you to communicate with legal counsel, a mediator or soon to be ex-spouse. We can assist in the analysis of cash flow and net worth projections, budgetary analysis, division of property, as well as help you to understand the financial consequences involving a settlement. Investment Consultation Investment consultation services often involve providing information on the types of investment vehicles available, employee retirement plans and/or stock options, investment analysis and strategies, asset selection and portfolio design, as well as limited assistance if your investment account is maintained at another broker/dealer or custodian. The strategies and types of investments that may be recommended are further discussed in Item 8 of this Brochure. Business Consultation We are available to assist businesses in a variety of ways that may include corporate finance advice, budgeting and forecasting, strategy, concepts to retain key personnel, as well as coordination with financial institutions, corporate attorneys or accounting firms. Broad-Based v. Modular Financial Planning We are available to provide a broad-based financial plan. Certain variables can affect the development of the plan, such as the quality of your own records, complexity and number of current investments, diversity of insurance products and employee benefits you currently hold, size of the potential estate, and special needs of the client or their dependents, among others. At your request, we may concentrate on reviewing only a specific area (modular planning), such as an employer retirement plan allocation, or evaluating the sufficiency of your current retirement plan. When our services focus only on certain areas of your interest or need, your overall situation or needs may not be fully addressed due to limitations you may have established. Whether we have created a broad-based or modular plan for you, we will present you with a summary of our recommendations, guide you in the implementation of some or all of them (per your decision), as well as offer you periodic reviews thereafter. In all instances involving our financial planning engagements, our clients retain full discretion over all implementation decisions and have the right to accept or reject any recommendation we make. Educational Workshops The Firm provides periodic educational seminars about personal finance and investing. Topics may include issues related to general financial planning, educational funding, estate planning, retirement strategies, implications involving changes in marital status, and various other current economic or investment topics. Our workshops are complimentary and educational in nature; they do not involve the sale of insurance or investment products. Information presented will not be based on any one person’s need, nor do we provide individualized investment advice to attendees during our general sessions. Third-Party Investment Managers Following our review of your situation and/or plan development, we may recommend that you engage an institutional investment manager to serve your portfolio. Prior to referring you to a third-party investment manager, we may conduct what we believe to be an appropriate level of due diligence that includes ensuring the third-party investment manager is appropriately registered or notice-filed within your state of residence. Certain third-party investment managers require a higher asset-level to invest in their program which we will inform you in advance of each manager’s minimum criteria. Under this type of engagement, we gather input from you which may include information about your financial situation, investment objectives, reasonable restrictions you may want to impose on the management of the account, and we may then provide this information to the third-party investment manager to develop your

portfolio. Third-party investment managers invest on behalf of client accounts in accordance with the strategies set forth in their own disclosure documents which will be provided to you by our Firm prior to your employing their strategies. The selected third-party investment manager assumes discretionary authority over your account, and some programs will not be available for those clients that prefer an account to be managed under a nondiscretionary engagement or have other unique account restrictions. Portfolio Management Services You may engage our Firm to implement investment strategies that we have recommended to you. Depending on your risk profile, goals and needs, among other considerations, your portfolio may involve the employment of one of our investment strategies as well as either a broad range or more narrowly focused choice of investment vehicles that are further discussed in Item 8 of this Brochure. We typically prepare written investment guidelines reflecting your objectives, time horizon, tolerance for risk, as well as any reasonable account constraints you may have for the portfolio. We refer to this as an Investment Policy Statement (IPS). These guidelines will be designed to be specific enough to provide future guidance while allowing flexibility to work with changing market conditions. You will then be able to select one of our standardized Investments Models based on your unique situation and goals. We serve as portfolio manager on either a discretionary or nondiscretionary basis (defined in Item 16). Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, the Firm will generally provide financial planning and related consulting services regarding matters such as tax and estate planning, insurance, etc. The Firm will generally provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions could occur based upon assets under management, extraordinary matters, special projects, stand-alone planning engagements, etc. for which Firm may charge a separate or additional fee). Please Note. The Firm believes that it is important for the client to address financial planning issues on an ongoing basis. The Firm’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Firm. Please Also Note: The Firm does not serve as an attorney or accountant and no portion of our services should be construed as same. Accordingly, Firm does not prepare legal documents or tax returns. To the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purpose, including our representatives in their separate capacities as licensed insurance agents (i.e. attorneys, accountants, etc.), the client is not under any obligation to engage any such professional(s). The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Firm and/or its representatives. If the client engages any professional (i.e., attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the engaged professional shall remain exclusively responsible for resolving any such dispute with the client. At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not Firm, shall be responsible for the quality and competency of the services provided. Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested and engaged by the client to do so, the Firm will generally provide financial planning and related consulting services regarding matters such as tax and estate planning, insurance, etc. per the terms and conditions of a separate agreement and a separate fee as discussed at Item 5 below, the fee for which shall generally be based upon the individual providing the service and the scope of the services to be provided. Prior to engaging Firm to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Firm setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to the Firm commencing services. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Firm generally recommends that LPL Financial (“LPL”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as LPL charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain custodians, including LPL, generally (with potential exceptions) do not currently charge fees on individual equity transactions (including ETFs and where the Firm uses mutual funds and ETFs approved by LPL), others do. Please Note: there can be no assurance that LPL will not change their transaction fee pricing in the future. Tradeaways: When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐ dealers with whom the Firm and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker‐dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker‐dealer and a “trade-away” fee charged by LPL ). The above fees/charges are in addition to Firm’s investment advisory fee at Item 5 below. The Firm does not receive any portion of these fees/charges. Asset-Based Pricing Arrangements and Limitations. The Firm may recommend that clients enter into an “Asset-Based” pricing agreement with the account broker-dealer/custodian. Under an asset based pricing arrangement, the amount that a client will pay the custodian for account commission/transaction fees is based upon a percentage (%) of the market value of the account, generally expressed in basis points and/or a percentage. One basis point is equal to one one-hundredth of one percent (1/100th of 1%, or 0.01% (0.0001). This differs from transaction-based pricing, which assesses a separate commission/transaction fee against the account for each account transaction. Account investment decisions are driven by security selection and anticipated market conditions and not the amount of transaction fees payable by you to the account custodian. Under either the asset-based or transaction-based pricing scenario, the fees charged by the respective broker- dealer/custodian are separate from, and in addition to, the advisory fee payable by the client to Firm per Item 5 below. Firm does not receive any portion of the asset based transaction fees payable by the client to the account custodian. The client is under no obligation to enter into an asset-based arrangement, and, if the client does so, the client can request at any time to switch from asset based pricing to transactions based pricing, However, there can be no assurance that the volume of transactions will be consistent from year-to-year given changes in market events and security selection. Thus, given the variances in trading volume, any decision by the client to switch to transaction based pricing could prove to be economically disadvantageous. Cybersecurity Risk. The information technology systems and networks that Firm and its third-party service providers use to provide services to the Firm’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in the Firm’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Firm are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Firm has established its procedures to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Firm does not directly control the cybersecurity measures and policies employed by third- party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker- dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Portfolio Activity. The Firm has a fiduciary duty to provide services consistent with the client’s best interest. Firm will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when the Firm determines that changes to a client’s portfolio are unnecessary. Clients remain subject to the fees described in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by the Firm will be profitable or equal any specific performance level(s). Please Note-Use of Mutual and Exchange Traded Funds: The Firm utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Firm’s investment advisory fee described below, and transaction and/or custodial fees discussed above, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). Variable Annuity Sub-divisions. The Firm may also render discretionary investment management services to clients relative to variable annuity products that they may own. In so doing, the Firm directs the allocation of client assets among the various mutual fund sub-divisions which comprise the variable annuity product based upon the investment objectives of the client. Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Firm recommends that a client roll over their retirement plan assets into an account to be managed by Firm, such a recommendation creates a conflict of interest if Firm will earn new (or increase its current) compensation as a result of the rollover. If Firm provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), The Firm is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by the Firm, whether it is from an employer’s plan or an existing IRA. ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS:
• Trustee Directed Plans. The Firm may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, The Firm will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Firm will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Participant Directed Retirement Plans. Firm may also provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between Firm and the plan. For such engagements, Firm shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Firm), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process. Client Retirement Plan Assets. If requested to do so, Firm shall provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Firm shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. The Firm’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Firm will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Firm of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Firm to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Firm calculating its advisory fee. Please Note: Non-Discretionary Service Limitations. Clients that determine to engage Firm on a non- discretionary investment advisory basis must be willing to accept that Firm cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event that Firm would like to make a transaction for a client’s account, and client is unavailable, Firm will be unable to effect the account transaction (as it would for its discretionary clients) without first obtaining the client’s consent. Please Note: Cash Positions. Firm continues to treat cash as an asset class. As such, unless determined to the contrary by Firm, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Firm’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Firm may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Firm’s advisory fee could exceed the interest paid by the client’s money market fund. Client Obligations. In performing our services, the Firm shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, it remains each client’s responsibility to promptly notify Firm if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Firm) will be profitable or equal any specific performance level(s). Disclosure Brochure. A copy of our written Brochure as set forth on Part 2A of Form ADV and Form CRS (Client Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of an agreement between the client and our Firm. Firm shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment representative will ascertain each client’s investment objective(s). Thereafter, the Firm shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on our services. Our Firm does not sponsor or serve as a portfolio manager in an investment program involving wrapped (bundled) fees. As of December 31, 2023, our Firm had $119,421,047 of client assets under its management, on a discretionary basis. General Information Victory Wealth Partners does not provide legal or accounting services. You are encouraged to consult with professional providers in these areas and we can assist with coordinating these services and monitoring them in the context of your financial plan. Any engagements you pursue will be independent of our engagement and subject to separate fees from these providers. We do not accept any compensation for any referrals we may provide to other service providers. We cannot warrant or guarantee the achievement of a planning goal or a particular level of account performance or that your account will be profitable over time. Past performance is not indicative of future results. Except as may otherwise be provided by law, our Firm will not be liable to the client, heirs, or assignees for any loss an account may suffer by reason of an investment decision made or other action taken or omitted in good faith by our Firm with the degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; any loss arising from our adherence to your direction or that of your legal agent; any act or failure to act by a service provider maintaining an account. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing contained in this document or our client engagement agreement shall constitute a waiver of any rights that a client may have under federal and state securities laws.