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Edited Transcript of VCTR.OQ earnings conference call or presentation 13-Aug-19 12:00pm GMT

Q2 2019 Victory Capital Holdings Inc Earnings Call

Aug 21, 2019 (Thomson StreetEvents) -- Edited Transcript of Victory Capital Holdings Inc earnings conference call or presentation Tuesday, August 13, 2019 at 12:00:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* David Craig Brown

Victory Capital Holdings, Inc. - CEO & Chairman

* Matthew J. Dennis

Victory Capital Holdings, Inc. - Director of IR

* Michael Dennis Policarpo

Victory Capital Holdings, Inc. - President, CFO & Chief Administrative Officer

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Conference Call Participants

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* Christopher Charles Shutler

William Blair & Company L.L.C., Research Division - Research Analyst

* Kenneth Brooks Worthington

JP Morgan Chase & Co, Research Division - MD

* Kenneth S. Lee

RBC Capital Markets, LLC, Research Division - Analyst

* Michael J. Cyprys

Morgan Stanley, Research Division - Executive Director and Senior Research Analyst

* Michael Roger Carrier

BofA Merrill Lynch, Research Division - Director

* Robert Andrew Lee

Keefe, Bruyette, & Woods, Inc., Research Division - MD and Analyst

* Ryan Peter Bailey

Goldman Sachs Group Inc., Research Division - Associate

* Ryan William Aceto

B. Riley FBR, Inc., Research Division - Research Analyst

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Presentation

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Operator [1]

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Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Victory Capital Second Quarter 2019 Earnings Call. (Operator Instructions) Now it's my pleasure to turn the call to Matt Dennis, Director of Investor Relations. You may begin.

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Matthew J. Dennis, Victory Capital Holdings, Inc. - Director of IR [2]

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Thank you, Carmen. Good morning. Before I turn the call over to David Brown, I would like to note that today's discussion contains forward-looking statements and as such includes certain risks and uncertainties. Please refer to our press release and our SEC filings for more information on specific risk factors that could cause actual results to differ materially from those projected in the forward-looking statements. While a recording of this call will be made available by us on our website, any forward-looking statements that we make on this call are based on assumptions as of today, and we undertake no obligation to update these forward-looking statements to reflect new information or future events that occur or circumstances that exist after the date on which they were made.

In addition to U.S. GAAP reporting, we also report certain financial measures that do not conform to generally accepted accounting principles. We believe these non-GAAP measures enhance the understanding of our business and our performance. Reconciliations between these non-GAAP measures and the most comparable related GAAP measures are included in the tables that can be found in our press release and in the slide presentation accompanying this call. Both can be accessed on the Investor Relations portion of our website at ir.vcm.com.

Now I will turn the call over to David Brown, Chairman and CEO.

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [3]

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Thank you, Matt. Good morning, and welcome to Victory Capital's Second Quarter 2019 Earnings Call. I'm joined today by Mike Policarpo, our President, Chief Financial and Administrative Officer; as well as Matt Dennis, our Director of Investor Relations.

I'm going to spend a few minutes discussing our business results; the USAA Asset Management Company acquisition; as well as our decision to initiate a quarterly cash dividend, which we believe is a meaningful development for our shareholders. Then I will turn it over to Mike who'll review our financial results for the quarter. Following our prepared remarks, Mike, Matt, and I will be available to take questions. We'll start on Slide 5.

I'm pleased to report that our investment and financial results were excellent in the second quarter. AUM for Victory Capital grew to $64.1 billion as of June 30, 2019. AUM as of July 31, 2019, inclusive of the USAA Asset Management Company acquisition, was $147.8 billion. Additionally, net flows were positive at $3.7 billion for the quarter and $2.6 billion through the first 6 months of the year. Gross flows were robust for the quarter at $7.5 billion.

I'm pleased to report that as of today, net flows are positive for this quarter for the combined business as well. We also announced the initiation of a quarterly cash dividend. The first dividend of $0.05 per share will be payable on September 25, 2019 to shareholders of record on September 10, 2019. The decision by our Board of Directors to initiate a dividend exemplifies the confidence we have in the strength and durability of our business and underscores our commitment to enhancing shareholder value. It also adds another ancillary component to our capital allocation strategy while maintaining a primary focus on creating the capital flexibility needed to participate in the consolidation of our industry, which I believe represents a tremendous opportunity for us.

July 1, 2019, we successfully completed the acquisition of USAA Asset Management Company, which marks a very important milestone for our company. As I've said in the past, it significantly broadens our investment capabilities, increases our size and scale and expands our distribution platform, providing entry into a new direct channel for USAA members. The integration of the USAA Asset Management Company onto our existing operating platform is progressing well, and we remain on target to achieve total annual cost synergy estimates of $120 million. This includes $75 million of synergies that were realized as of July 1, 2019; another $25 million by year-end; and the remaining $20 million within 12 to 15 months of the close of the transaction.

We have received some questions on whether Schwab's planned acquisition of USAA's wealth management and brokerage business impacts our thesis on the asset management business we purchased. The simple answer is no. In fact, in some specific areas, it further enhances our outlook. Schwab is a long-time client, business partner and friend of Victory. We respect and admire their business and their culture, and look forward to continuing to sell the USAA mutual funds and ETFs through their platform. We are excited to work beside them to serve USAA members. Additionally, we believe Schwab will be effective in garnering new member assets for the wealth management business, some of which will flow to the USAA mutual funds and ETFs. We view this as a positive development.

In terms of the business that we purchased, we will continue to be the exclusive investment adviser to the USAA mutual funds and ETFs as well as the sole provider of the USAA 529 College Savings Plan. We also retained exclusive rights to use the USAA brand, which creates a very strong connection back to the membership. USAA's desire to license the brand to us, which they do not currently do with any other partner, provides a strong indication of their confidence in our ability to except -- effectively serve the investment needs of their members and the strategic partnership we have with them today and will have with them in the future.

As of July 1, we have reopened the direct member channel after it had been closed to new account signings for approximately 5 years. During the time that the channel was closed, USAA members who wanted to open a mutual fund account had to also open a brokerage account. Today, the direct channel provides the only means for USAA members to buy the USAA mutual funds on a direct basis and features free advice and service through our dedicated sales and service call center. The sales and service call center is staffed primarily with ex-USAA employees who are well trained and experienced in dealing with USAA members and will continue to deliver that unique experience USAA members have come to expect.

Members now have the choice and flexibility to invest in USAA funds directly through Victory or through USAA's existing open architecture brokerage platform. In the future, they will have that same choice but leveraging the Schwab brokerage platform versus the USAA brokerage platform. Moreover, today, approximately 75% of the assets on the USAA brokerage platform are self-directed in open architecture environment.

Importantly, we have an exclusive referral agreement in place today with USAA for the mutual funds, ETFs and 529 College Savings Plan, which has already been effective in leading USAA members to our direct platform. This will not change with the Schwab acquisition. USAA is committed to each organization being equally represented within the USAA network to ensure the members have different choices to fulfill their investment needs.

Finally, our experienced existing team of sales professionals has hit the ground running in introducing USAA strategies through the key retail, retirement and institutional relationships, and we expect to see strong momentum in that part of our business as well.

Slide 7 provides a snapshot of our scorecard, which we believe provides strong evidence that our unique culture and platform are working for our investment franchises and, in turn, for our clients.

Slide 8 illustrates our short- and long-term outperformance relative to benchmarks. I'd like to point out our strong 3- and 5-year performance results as these are the time periods used most often by [caring and] potential clients when making investment decisions.

Looking at our full suite of mutual funds and ETFs on Slide 9. 71% of AUM in those products were ranked 4 or 5 stars by Morningstar on an overall basis for the period ended June 30, 2019. 71% of AUM was raked 4 or 5 stars over 3 years, 72% over 5 years and 81% over 10 years.

It's been an exciting and fulfilling first 1.5 months since we completed the USAA asset management acquisition, so I'd like to spend a few minutes on Slide 11 filling you in on our progress.

Our sales and service call center for the direct member channel is up and running, and we are talking and interacting with members. Our call center has received close to 80,000 calls since July 1. Additionally, we sent a welcome message at close to touch more than 750,000 members via email or direct mail. Our branded products are well represented throughout USAA's wide range of digital assets, which is where most members' transactions takes place. In just 6 short weeks, members are opening new accounts directly with the USAA funds and the 529 College Savings Plans, executing transactions, participating in portfolio planning sessions and taking advantage of our free call center services. As I said before, the center is staffed primarily with employees who came over to Victory or our operating partner from USAA. Most of these representatives are securities-licensed and are all trained to provide unique and high-touch service that USAA members expect.

Our call center systems and representatives continue to have direct connectivity with USAA's member servicing platform, and we are working together to ensure that we understand exactly why a member is calling and seamlessly getting them to the right person to address their needs. More specifically, members are calling USAA and USAA is transferring the appropriate calls to our call center so we can serve their investment needs. We are very happy with how this is evolving, and it is working in the way we envisioned.

As I said earlier, we are leveraging our strong distribution team to bring USAA strategies to our intermediary, RIA and retirement partners, as well as the institutional clients and consultants. Although there is a longer sales cycle in this part of our business, we expect to see positive results in the short term, given our history of integrating products from acquisitions onto our platform.

Importantly, there have been no disruptions for the USAA investment professionals who are now managing money and trading on our platform. Additionally, we've been able to enhance some of the investment tools and technology they are using to managing their portfolios to our state-of-the-art capabilities. Finally, we've officially moved our headquarters to San Antonio, where we currently have more than 100 Victory employees and more than 120 of our outsourcing employees, including several members of our executive leadership team working together all in one office.

I'd like to spend a few minutes on Slide 12 discussing our diverse asset mix and enhanced product capabilities now that USAA Asset Management acquisition is complete. AUM as of July 31, 2019, inclusive of the acquired assets, was $147.8 billion. That AUM base is spread across a broad range of asset classes. Domestic equities, which historically have comprised a large portion of our AUM, today make up less than 40%. Active domestic and global non-U. S. equities combined are now under 50%. Our solutions platform account for 20% of our AUM, and fixed-income AUM has increased to 25%. The fixed income platform continues to deliver very strong investment performance.

100% of USAA's 12 taxable and tax-exempt fixed-income funds earned 4- or 5-star overall rankings from Morningstar as of June 30, 2019. We think this level of diversification is a win-win for our clients who have greater choice within a single platform. Additionally, we think it makes our business more durable and our AUM less volatile and increases our ability to perform well in all market cycles. We believe our expanded lineup also increases our ability to grow organically by adding capabilities in fixed income and solutions that will help our clients achieve their desired investment outcomes.

On Slide 13, I'd like to spend a few minutes discussing our solutions platform and what it looks like today. The platform is comprised primarily of rules and factor-based solutions available through a number of different vehicles such as institutional separate accounts, ETFs and mutual funds. This includes multi-asset; target date; target risk; active fixed income ETFs; and completion portfolio capabilities, some of which were added through the acquisition.

It also includes our VictoryShares ETF platform, which continues to deliver strong investment results for our clients. As of June 30, 2019, 4 VictoryShare ETFs were ranked in the top decile and 6 ETFs were ranked in the top quartile by Morningstar for the trailing 1-year period. Despite these excellent investment results, we experienced slight net outflows in our VictoryShares platform in the second quarter. After 15 straight quarters of positive net flows, we have posted small, negative net flows for 2 consecutive quarters.

We believe this is tied to the market pullback in the fourth quarter of 2018, which resulted in some of our clients evaluating their positions in a few of our flagship ETFs. That has been partially offset by growth in our other ETFs which we view as a positive. We believe we have a strong ETF product offering as evidenced by the strong investment performance we are delivering and believe we will see growth resume as we progress through the year. Looking at our solutions platform as a whole, we saw strong momentum in the second quarter, including the funding of mandates in our multi-asset, global dividend and customized thematic portfolios.

Slide 14 highlights the significant progress we made against our stated objectives since completing our initial public offering 18 months ago. At that time, we made 5 clear commitments to investors, and we believe we have successfully executed against all of them. First, we said we would make accretive acquisitions. Successful acquisition of the USAA Asset Management Company marked our first acquisition as a public company and our fourth acquisition since our management buyout in 2013. The transaction is expected to result in significant accretion to earnings per share. Given the mid-year close, the impact on 2019 EPS accretion is expected to be greater than 40%, and we expect EPS accretion of more than 100% for the full year 2020.

Second, we said we'll increase scale. The acquisition combined with organic growth across our platform has significantly increased both our size and scale. As a large organization, we'll enhance operating efficiencies while continuing to invest in areas that are critical to the long-term success for our platform such as technology, operations, client service and investment support. And we will leverage those investments across a broader base of assets. We think this is an important success factor in the quickly evolving environment in which asset managers operate.

Third, we said we would diversify our asset mix. The USAA Asset Management acquisition has significantly diversified and balanced our product offerings across asset classes.

Fourth, we committed to broaden our distribution platform. Our distribution capabilities continue to grow and today include a direct client channel through which we are currently serving USAA members. The experience we have had in the short time since we have begun serving such a loyal base of members only reinforces how excited we are about this opportunity. We see this direct channel capability as an asset going forward as buyers and their preferences evolve along with the industry.

Finally, we said we will become the industry's consolidator of choice. We believe our growth and evolution as an organization since becoming a public company demonstrates the strength of our integrated multi-boutique business model as well as our ability to successfully execute against our long-term strategic vision, which includes organic growth and growth through acquisitions. We intend to continue to grow organically by leveraging our full suite of products and our distribution networks. We also intend to grow inorganically through strategic acquisitions that are much more than consolidation trades or exercises in financial engineering. We believe our differentiated business platform, which combines operating scale and investment boutique-like quality, makes us a compelling acquirer for investment firms in today's environment given industry trends.

I'll now turn it over to Mike to review the second quarter results. Mike?

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Michael Dennis Policarpo, Victory Capital Holdings, Inc. - President, CFO & Chief Administrative Officer [4]

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Thanks, Dave, and good morning. The financial results review begins on Slide 16. Victory Capital achieved excellent financial results in the second quarter of 2019. Total AUM increased to $64.1 billion as of June 30, 2019. Net flows were positive for the quarter at $3.7 billion and year-to-date through the end of June at $2.6 billion. We are continuing to see solid momentum in the third quarter. As Dave said earlier, net flows for the combined business are currently positive for the third quarter.

Revenue increased 4.5% to $91.4 million, which includes the impact of the adoption of ASU 2014-09 on January 1, 2019. Revenue was impacted by increased AUM, our overall asset mix and 1 extra day in the quarter. Revenue realization declined slightly to 61 basis points relative to the prior quarter based on the quarter's activity, which included the funding of some lower fee mandates in certain channels. As I've stated in the past, our fees vary based on channels and products, but all meet our margin thresholds.

Adjusted net income with tax benefit increased 9.5% to $27.7 million or $0.38 per share relative to the prior quarter. Adjusted EBITDA margins grew to 40%, up from 38.4% in the prior quarter. We believe this solid growth in earnings and the achievement of industry-leading margins demonstrate the power of our integrated model to deliver strong results while driving operating efficiencies. Note that we are able to achieve these efficiencies while continuing to invest in areas to support our future growth.

In the capital management front, we ended the quarter with $280 million of debt outstanding. On July 1, 2019, at the close of the USAA Asset Management Company acquisition, we entered into a new $1.1 billion covenant-light 7-year term loan, which is priced at LIBOR plus 325 basis points. The debt and accumulated cash on the balance sheet were used to fund the acquisition and certain transaction-related expenses as well as to refinance the outstanding debt.

Since July 1, we have reduced our outstanding debt with principal repayments totaling $20 million. We also continued our share buyback program with the purchase of just over 113,000 shares in the quarter, bringing total shares repurchased to approximately 1.1 million since we started the program in May of 2018.

Finally, we initiated a quarterly cash dividend of $0.05 per share. The first dividend will be payable on September 25, 2019 to shareholders of record on September 10. The introduction of a cash dividend provides us with another tool for driving shareholder value through capital management in addition to repurchasing shares and reducing debt. It also demonstrates our confidence and our ability to drive financial results, deliver free cash flow and prudently execute on our strategic capital management plan.

Slide 17 provides a snapshot of our AUM over time. Our AUM increased to $64.1 billion as of June 30, 2019 due to positive flows and strong market action. This was up $6 billion from $58.1 billion at the end of first quarter. We continue to operate a well-diversified platform and are quite pleased with the scale and diversification that we've achieved post the close of the USAA Asset Management Company acquisition. AUM as of July 31, 2019, inclusive of the USAA Asset Management acquisition, was $147.8 billion. Beginning this month, we will be transitioning from quarterly AUM disclosures to reporting our AUM by asset class and by vehicle on a monthly basis.

Turning to the next slide. Gross and net flows results were outstanding in the second quarter. Gross flows were $7.5 billion for the quarter ended June 30, 2019. Net flows were $3.7 billion for the quarter and $2.6 billion year-to-date through June 30, 2019. Our net flow results were positively impacted in the second quarter by the funding of several large institutional mandates across a number of our franchises. In fact, 5 of our 9 franchises and our solutions platform were all net flow positive for the quarter, which highlights the depth and breadth of our product lineup.

From an asset class perspective, we felt sales momentum in U.S. mid-cap, global non-U. S. equity, fixed income and solutions during the quarter. Our outlook is favorable for continued momentum in gross and net flows as we progress through the third quarter 2019. The sales pipeline remains strong and redemptions have slowed. We remain confident that our product platform is becoming more appropriately weighted towards strategies that represent the growers of the future.

Slide 19 provides a snapshot of quarterly revenues. Second quarter 2019 revenues increased 4.5% to $91.4 million relative to the first quarter, inclusive of the impact of the adoption of ASU 2014-09 effective January 1. Revenues were impacted by higher average AUM, our overall asset mix and one extra day in the quarter. Average AUM increased $3.1 billion to $60.1 billion or 5.4% quarter-over-quarter. We experienced some late second quarter fundings, which resulted in AUM ending the quarter at $64.1 billion. This was $4 billion or 6.7% higher than the average AUM for the quarter. We believe this provides a strong jumping off point for Q3. Revenue realization, which is a function of asset class mix, client mix and product mix, declined slightly to 61 basis points in the second quarter compared to 62.2 basis points in the first quarter of 2019.

Turning to Slide 20. Expenses increased 6% quarter-over-quarter to $72.5 million. The increase is tied to higher asset-based expenses on higher average AUM, higher personnel-related expenses associated with higher earnings, one extra day in the quarter and increases in transaction and integration-related expenses. Expenses declined 9% year-over-year as of June 30, 2019 due to our flexible business model and the adoption of ASU 2014-09. We continue to manage controllable expenses within our integrated multi-boutique model to effectively drive strong industry-leading margins. It is important to note that this prudent expense management has not impaired our ability to invest in our platform.

We continue to make great strides in enhancing our investment support technology, marketing and distribution capabilities to support future growth. Two examples of specific areas in which we are currently investing are the build-out of our direct member channel and the development of a state-of-the-art digital platform to support all of our business channels. We believe the ability to effectively manage expenses while still investing in our platform is a distinct advantage of our integrated operating model.

Our non-GAAP earnings, EPS and margin metrics are shown on Slide 21. Adjusted net income with tax benefit increased to $0.38 per diluted share in the second quarter of 2019, up from $0.35 per share in the first quarter. ANI with tax benefit for the quarter was $27.7 million compared with $25.3 million in the first quarter. Adjusted EBITDA was $36.6 million, up from $33.6 million in Q1 2019. And adjusted EBITDA margins expanded 160 basis points from Q1 to 40% during the second quarter, which provides another proof point of the scaling power of our integrated model. With the incremental size and scale associated with the closing of the USAA Asset Management transaction and its integration on to our business operating platform, we expect to see continued margin expansion.

Turning to Slide 22. We continue to deliver against our balanced and strategically aligned capital management plan in the second quarter. We increased our cash balance by $43.8 million to $95.3 million during the first 6 months of the year in anticipation of funding the USAA Asset Management Company transaction on July 1, 2019. We believe this demonstrates our ability to deliver strong operating cash flows.

We ended the quarter with $280 million of debt outstanding. On July 1, 2019, at the close of the USAA Asset Management Company acquisition, we entered into a new $1.1 billion covenant-light 7-year term loan. Our net debt-to-EBITDA ratio at the end of the quarter was 1.3x. Our projected debt-to-EBITDA run rate post the USAA close is expected to be 2.7x, inclusive of the new term loan and full integration and expected expense synergy realization.

We continue to execute on our share repurchase program. We purchased 113,297 shares during the quarter at an average price of $17.19 per share. This brings total repurchased shares since the start of the program in May 2018 to approximately 1.1 million at an average share price of $10.38 per share. We believe the share buyback program demonstrates our thoughtful and proactive approach to capital management and reflects our confidence in our long-term business strategy.

Finally, as discussed earlier, we have announced the initiation of a quarterly cash dividend of $0.05 per share payable on September 25, 2019. We believe our ability to introduce a dividend within 18 months of our IPO and 3 months after the close of the USAA acquisition highlights our financial strength and stability as well as our ability to return capital to shareholders through generation of free cash flow. Please keep in mind that the implementation of the dividend has not changed our desire nor will it impact our ability to do acquisitions in the future.

Turning to Slide 23. I would like to reaffirm our guidance on the USAA Asset Management Company transaction. As Dave mentioned earlier, integration efforts are on track and remain on target to achieve total annual cost synergy estimates of $120 million. The acquisition is expected to result in significant accretion to earnings per share. We expect EPS accretion of more than 100% in 2020, our first full year of ownership. The impact on EPS accretion is expected to be greater than 40% in 2019, which represents a partial year based on the July 1 close. Post the close of the transaction and when our expense synergies are fully implemented, our adjusted EBITDA margin should be approximately 46%. We expect to provide more specific details around achievement of synergies during our third quarter earnings report.

We are pleased with our Q2 business and financial performance results and the progress we have made to date with the closing and integration of the USAA Asset Management Company transaction. We believe our larger, scaled and more diversified business supported by our unique integrated multi-boutique business model, strong investment performance and the breadth and depth of our product offerings position us well for continued strong business and financial results.

This concludes our prepared remarks. I would now like to turn the call back to the operator for the Q&A portion of the call.

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Questions and Answers

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Operator [1]

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(Operator Instructions) Our first question is from Robert Lee with KBW.

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Robert Andrew Lee, Keefe, Bruyette, & Woods, Inc., Research Division - MD and Analyst [2]

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Maybe just going to the -- is it possible to give a little bit more color maybe on kind of the more recent flows? And you mentioned they're positive quarter to date. But are you seeing a similar mix? And any kind of specifics or color on the pipelines that you have that, as we look further out into the quarter or maybe towards the end of the year, kind of get a sense of their sustainability?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [3]

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It's Dave. First, let me say that we're extremely happy with the evolution of our flow trajectory. I mean, being positive in the second quarter, positive year-to-date and then positive through today in the third quarter is something that we're really proud of. Our flow trajectory is really supported by the great investment performance we have, the new channel and channels that we've opened up, the product set.

And really what we see from a flow perspective in this quarter, pretty well diversified, just as it's been well diversified. As Mike said, we had 5 of our 9 franchises plus the solutions platform, all positive. And we really see that as we look over the horizon in the third quarter and the rest of the year as kind of staying the same. Nothing really has changed. As Mike said, we're seeing strong gross sales. Redemptions have slowed. And we really think all of that is just differentiated, and it's a real testament to really our model and really the culture that we have.

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Robert Andrew Lee, Keefe, Bruyette, & Woods, Inc., Research Division - MD and Analyst [4]

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Okay. And then maybe a capital management question. I know post deal you've indicated you already paid down $20 million. But as we look out over the next 18 months or so, do you have maybe a specific target or range where you kind of want to see your debt-to-EBITDA ratio get down to? So with the dividend and obviously some modest share buyback, is there any reason to expect that the lion's share of your capital generation at least over the 18 months or so is going to continue be focused on debt reduction?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [5]

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Yes, let me be clear. I mean our primary use of cash is going to be to delever. It's been our goal to create flexibility in our balance sheet to continue with acquisitions that participate in the consolidation of the industry. So nothing has changed with the announcement of the dividend, nothing has changed with our buyback program. The primary use of cash is going to be the pay down debt. I think good indication is we've already paid down $20 million within the first 6 weeks since we've closed, and we're continuing to really have that focus on delevering.

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Operator [6]

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Our next question comes from Randy Binner with B. Riley FBR.

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Ryan William Aceto, B. Riley FBR, Inc., Research Division - Research Analyst [7]

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This is Ryan Aceto on for Randy. Just looking to fee as a percent of AUM, it's been drifting down a little bit, and I know the solutions business has become a bigger part of the pie. Looking toward the USAA integration, could you guys dimension out where you expect fee income to kind of level out or any color you have going forward there with the new assets coming on board?

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Michael Dennis Policarpo, Victory Capital Holdings, Inc. - President, CFO & Chief Administrative Officer [8]

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Ryan, it's Mike. Yes, so I think -- maybe just to reiterate, so I think our feeds are stable. There's really no significant price pressure that we've experienced. We've said it. Our asset and client mix is really the driver of kind of the outflow of our 61 basis points. And that's really kind of ebbs and flows based on where we're seeing activity, but we're very mindful of our margins, and as we said, our margins expanded in the second quarter. As we disclosed previously, the average basis points on the USAA products are right in the same 60 to 61 basis point range. So when you look at where the legacy Victory business is, adding on the USAA business, we believe it will remain relatively stable in that ZIP Code.

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Ryan William Aceto, B. Riley FBR, Inc., Research Division - Research Analyst [9]

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Great. And then I guess one more on USAA. Have you guys started opening up the USAA to Victory products? And then any initial color you guys could have on the first, call it 1.5 months of cross-selling initiatives, if you have had that?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [10]

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It's Dave. First on the opening up the USAA channel to Victory products. The USAA channel today, the direct channel, is really focused on the USAA products. Our sales and service center is taking calls, and they're advising members. They're doing portfolio planning session with members, and they're really having discussions around the USAA product. We're very happy with the progress we've made, as we said in our prepared remarks. The USAA direct channel is going to be a wonderful channel for us. And we are as happy as we could be with what's happening there, and we're looking forward to reporting our results quarterly as we go forward on some of the progress we've made.

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Operator [11]

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Our next question comes from Chris Shutler with William Blair.

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Christopher Charles Shutler, William Blair & Company L.L.C., Research Division - Research Analyst [12]

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Can you give us some more detail on the big mandate wins in solutions in the quarter? And how those came together? Multi-asset global dividend and thematic areas aren't ones I think that we've heard you talk a whole lot about in the past.

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [13]

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Chris, it's Dave. No. We've had a number of larger mandates in our pipeline for a while, not just specifically in solutions, I think in some of our other franchises. As we've talked about and as I talked about today in our prepared remarks, the solutions business is going to be an important part of our business going forward. It is where the industry is going. Some of the capabilities we've acquired, some we have built over time. We focused a lot of time on VictoryShares over the last year or so. VictoryShares is just one component of the solutions platform. Really don't -- we don't disclose specific individual client mandate wins. But I would just remind you, in the second quarter, we didn't just put on assets and solutions. We had other franchises that were positive, and I think it was 5 of our 9-plus solutions. So it's really a mix of those franchises and the solutions.

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Christopher Charles Shutler, William Blair & Company L.L.C., Research Division - Research Analyst [14]

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Okay. And then I also wanted to ask about USAA and selling the wealth management business to Schwab, which I know you touched on. But for USAA members, do you think that creates any potential confusion between kind of what is Victory and what is Schwab? I mean if somebody calls up the call center and they say they have a question about investments, how will USAA ensure that they get routed to the right place?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [15]

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USAA is doing a great job educating their members. I think it's pretty clear to members that Charles Schwab purchased the wealth management business. And anybody who has an interest in wealth management would be directed to Charles Schwab today to USAA until -- at least until it closes. And then anybody that's interested in USAA mutual funds or 529 Plan will be directed to us. They will question their members to a point where they know where to direct them.

USAA is committed into choice -- committed to choices for their members. And they have even as much as the welcome letter and announcing the Charles Schwab acquisition, they put our logo and Charles Schwab's logo side by side and really did a good job explaining it. So we're not concerned about a member calling and not knowing where to go or being confused because I think USAA has done a really good job with it and will continue to enhance it. And like I said, we're live, we're up and running. We are getting lots of transfers and calls direct to our sales and service center, and it's working exactly how we envisioned.

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Operator [16]

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Our next question comes from Kenneth Lee with RBC Capital.

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Kenneth S. Lee, RBC Capital Markets, LLC, Research Division - Analyst [17]

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Just a little bit -- a follow-up on the USAA. Have you given -- is there an updated estimate in terms of pro forma adjusted EBITDA guidance post integration?

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Michael Dennis Policarpo, Victory Capital Holdings, Inc. - President, CFO & Chief Administrative Officer [18]

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Ken, it's Mike. Yes, I think we've really kind of gone out and kind of affirmed kind of the levels that we had provided previously. So we talked about kind of affirming the $120 million cost synergy takeout. When you look at the -- as well as the timing of those and execution of those, we're highly confident in the execution and that was really $75 million at closing and incremental $25 million by year-end and then the full $120 million really within 12 to 15 months of close, so putting it into kind of the Q2, Q3 time frame next year. So our execution on that has gone very well. I think looking at the level of assets as of the end of July at $147.8 billion, we can say that we acquired about $81 billion of assets with USAA transaction, so right in line with what our expectations were. And we've also kind of confirmed that at the kind of full scale, we expect to be in the mid-40s from an EBITDA margin perspective. So I think really, from our perspective, we've really just kind of affirmed the numbers that we've gone out with and feel highly confident in those.

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Kenneth S. Lee, RBC Capital Markets, LLC, Research Division - Analyst [19]

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Great. That's helpful. And just one follow up, if I can. Just following up on the prepared remarks regarding VictoryShares. It sounds like there were some client reallocation as well. But maybe you could just step back and just give us some color in how would you characterize the current demand and competitive environment for just smart-beta data ETFs in general and what VictoryShares is facing there?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [20]

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It's Dave. I think the environment for smart-beta ETFs over the last few years has increased as we see more competitors come into the space. That being said, we have really, really good investment performance on a number of our ETFs, as I said in my prepared remarks. We think some of the outflows we've seen in the first 2 quarters of this year were really a result of the fourth quarter 2018 disruption. And I think the outlook, as I said, is we think that we will turn to a more positive flow trajectory in the second half of the year. But no doubt the smart-beta ETF environment is more competitive than really it's ever been, and it has increased that competitiveness over the last couple of years.

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Operator [21]

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Our next question comes from Ken Worthington with JPMorgan.

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Kenneth Brooks Worthington, JP Morgan Chase & Co, Research Division - MD [22]

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I'm going to keep going on, on the USAA acquisition. So Victory has purchased the right to sell USAA and Victory mutual funds in a mutual-fund-only account. Schwab seems to have similar rights to sell brokerage accounts, where they can purchase both USAA and Victory mutual funds, as you guys highlighted, but like thousands of other mutual funds and ETFs and they have like stock capabilities and bond capabilities as well. So once Schwab gets up and running, how will Victory pitch the value proposition for USAA members to open a mutual-fund-only account with Victory versus the value proposition for USAA members to open up a Schwab account? Which would seem to have the same capabilities but much more? Does that make sense as a question?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [23]

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Sure. Ken, it's Dave. Let me start off and talk about the brokerage channel. Today, its fully open architecture. And all of the members have actively selected their investments. 3/4 of the assets, as I said, are self-directed. And we actually believe that the brand means a lot to the member. And if you look at the history of the channel, the brand support -- that supports that the brand matters. I think when you look at a member choosing, do I want to open up a brokerage account or do I want to go direct to Victory Capital, one of the things that we believe is that there are different types of members seeking different types of investments. And Schwab has purchased the wealth management business.

We believe Schwab is going to pursue wealth management clients. We are not necessarily. We are working with members who want live sales and service advice where they can call up and get portfolio planning advice, they can call up and get help with their transaction. And there isn't a minimum amount of investment to do that. We do have the USAA brand, and we do have it on our mutual funds and our 529. So we really think there's different parts of the membership population.

And the way we really look at it is, there's a lane of success that we think we can carve out and have carved out, and we think there's a lane of success that Schwab will be able to carve out. And I'd also just remind you that, if a member does go on to the brokerage platform, they can still buy a USAA mutual fund, they can still buy a USAA ETF, which will -- the benefits will accrue to us. We are paying an arm's-length revenue -- platform revenue share today to USAA, and that will go over to Charles Schwab. And we think that you put all that together and we think that we're going to do very well within the USAA membership, inclusive of Schwab coming in and owning the brokerage channel.

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Kenneth Brooks Worthington, JP Morgan Chase & Co, Research Division - MD [24]

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Okay, great. And I'll maybe just follow up on that. Have you been opening up new mutual fund accounts since the platform was reopened on a net basis? Now I know it's really early and you guys have just started your marketing, and you're up and live on the website. But I kind of feel like there is a 6- to 9-month window before Schwab gets its shot to start marketing as well. Again, so early days, are you opening up net new accounts?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [25]

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Absolutely. As I said in my prepared remarks, we've taken close to 80,000 calls. We've touched 750,000 members through our welcome letter. We are absolutely opening up net new accounts. And I would also comment that we think that the pursuit of members is really more than the brand from a Schwab perspective. We think it's a connection to the membership, we think it's around the product offering, we think it's representation on the digital assets, we think it's client segmenting. So like I said, I think that we are going to be very successful in the channel with Schwab. And then don't forget, Schwab is a very good partner of ours, and we're going to work very close with Schwab to make it a win-win relationship between members, between Schwab and between Victory and ultimately USAA.

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Operator [26]

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Our next question is from Michael Cyprys with Morgan Stanley.

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Michael J. Cyprys, Morgan Stanley, Research Division - Executive Director and Senior Research Analyst [27]

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Just wanted to dig in a little bit on the fee rate. I was hoping if you could give a little color around the fee rate at which the $7.5 billion of gross sales came in during the quarter compared to the $3.8 billion-or-so of redemptions. How that stacks up relative to the 61 basis point average fee rate that you guys reported? It would seem the inflows are coming in at meaningfully lower fee rates. Just hoping you could help flesh that out. And how you see that trajecting here in the third quarter, which you commented. We're seeing similar flow pattern but also in inflows so far in the third quarter?

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Michael Dennis Policarpo, Victory Capital Holdings, Inc. - President, CFO & Chief Administrative Officer [28]

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Mike, it's Mike. So we don't give out kind of, as you know, the kind of rates of wins and losses because there's lot of activity that we see. We did mention that in the second quarter, we saw asset classes that had inflows included solutions, it included fixed income, it included mid-cap equities from a domestic perspective as well as global non-U. S. So there's a pretty good mix, as you know, our business where we've got a very well-diversified product set offering. The domestic equity and the non-U. S. equity products have higher fees, and then the fixed income and the solutions product tend to have lower fees.

And again, it also will matter channel by channel and client by clients. As we think about the progress we've made through the beginning of the third quarter, we really continue to see the flows coming into the asset classes that we've kind of said will be the growers of the future. The non-U. S. equities, small cap, mid-cap as well as solutions and fixed income. Having a stronger, more diversified fixed income capability and offering is powerful for us not only just within the member channel, but also being able to get out and have our institutional and intermediary teams get the word out on the USAA franchise.

So we are seeing success really across the board. It's not one or two mandates. So again, you net it altogether and we come out to 61 basis points. The USAA business is in that range as well, when we layer that on. And then we are focused on the margins. The way our business model works and the way that our platform works, we believe that all of the product set that we have, whether it's a lower basis point product than our 61 or a higher basis point product than the 61 are additive to our overall margins, and that's really how we think about it.

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Michael J. Cyprys, Morgan Stanley, Research Division - Executive Director and Senior Research Analyst [29]

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Great. And just maybe a follow-up on some of the flows. I think on the small cap side, the gross sales have softened a bit this quarter, $700 million relative to the past couple of quarters. Any color you could share on that? How much of that softness could explain about any sort of hard or soft cap on the funds? And then just maybe on the fixed income side, the gross sales you had here, $500 million on fixed income, strongest that we've seen in some time. Any color you could share on what particular investment strategies on the fixed income side stand out that are resonating which franchises? And then just lastly, on the large-cap side, I remember about a year ago, we had some redemption headwinds with diversified large-cap strategy. I was just hoping you could update us on that. You got about $4 billion AUM on the large cap side. How much of that do you see as a headwind from here?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [30]

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So -- it's Dave, Mike. On the small-cap side, nothing really to note. We still have some really good small-cap products that are open. For example, RS Small Cap Growth. We've seen some momentum. So there's really nothing to note there. I think from a fixed income perspective, just generally speaking, it's INCORE. And I think the strength you've seen there is really all through INCORE. As you look further out in the third quarter, beyond you'll see the USAA fixed income strategies come online. You know how excited we are about those and the excellent investment performance. And then on the U.S. large cap side, I think Mike said in his prepared remarks that redemptions have slowed. Of course it's a challenging asset class. But there are still winners in that asset class, and we have good investment performance across the board. And we don't really see any material erosion in that asset class either.

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Operator [31]

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(Operator Instructions) And we have a follow-up from Robert Lee with KBW.

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Robert Andrew Lee, Keefe, Bruyette, & Woods, Inc., Research Division - MD and Analyst [32]

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Just a quick one on the -- I'm just curious, I know it's again very early days, and Mike, you did mention about trying to get the -- Dave, sorry, to get the USAA fixed income funds on other platforms. Just given that you usually have to go through due diligence process and go through gatekeepers and all that, I mean what are your own expectations for when you should expect to start seeing kind of that, I don't know, let's call it cross-sell benefit come through on the -- as you introduce USAA products into your existing channels?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [33]

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It's Dave. As I said in my prepared remarks, that is a longer sales cycle, but we have done this a few times, and we have hit the ground running. We've had time between announce and close to have our sales force educated on these products and talk to our partners. So there's probably an accelerated time line than you would have just typically. That being said, it's probably as we move through the year, you'll start to see it impact our numbers more and then -- and clearly as you move into 2020. But we have seen some small wins already in the third quarter. And so we're quite happy about it. And the strategies have great investment performance. The funds have scale. And those are two important components to get shelf space with partners that we do business with. So we're pretty bullish about it. And as we move through the year, I think you will see more and more of an impact in our numbers.

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Operator [34]

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And we have a question from the line of Mike Carrier with Bank of America.

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Michael Roger Carrier, BofA Merrill Lynch, Research Division - Director [35]

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Maybe first question. Just on the flows in the quarter, I know you gave some detail on the products. But if we look over the last couple of quarters, you were running at modest outflows and obviously like a big quarter in terms of the inflows. So just wanted to get maybe some color on -- more on the distribution side in terms of like the client channels, like where you're seeing those wins? Was it on the institutional? Was it new platforms? Just any context given, I would say, the magnitude of the shift that we're seeing?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [36]

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It's Dave. We have been saying for a while that we thought from a distribution and flow perspective that we would turn the corner, and I think we have turned the corner to have positive flows in the second quarter, which now gives us positive flows year-to-date, positive flows as of today for the third quarter, positive flows year-to-date. It is across the board. We have channels that have longer sales cycles, like subadvisor. We're seeing some of our retirement channels and clients, strong flows there. But I can't say that it's one specific channel. I do think it's broader than that. And I think when you look at our business and you look at the investment performance, you look at the product set, and now when you look at the direct channel and you look at some of the other dynamics happening, I think we're very well positioned to grow our business organically, with obviously ebb and flow quarter-to-quarter. But when you look at it over a longer period of time, as I've said and we've said pretty consistently, we think we'll be an organic grower.

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Michael Roger Carrier, BofA Merrill Lynch, Research Division - Director [37]

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Okay. That's helpful. And then just a follow-up, and thanks for all the color on the USAA transaction and then the relationship with Schwab. So from the get-go, you guys call it out like the $10 billion-or-so like in the managed products that were on the brokerage platform. Just curious like how do you guys think about maybe the stickiness of those assets and the change to the accretion, if they do like leave over time? And then the second part is just away from the managed account products, so call it the other $74 billion-or-so, is that mostly on like the direct channel or the direct platform? Or is there also some of those assets that are on the brokerage side?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [38]

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It's Dave. I think you had 2 questions there: one was on the managed money and whatever was at risk. Let me start there. Let me actually start and just make sure that there's a good understanding what these assets are. They're proprietary USAA wealth management offering that's really made up depending on the offering of either USAA funds in a portion or in total as the underlying investments. It's real important to note that the members, the clients have actively selected to be in products either made up of USAA funds or made -- or not made up of USAA funds. So they have actively selected that.

The assets in these products, some of them are taxable, some of them are not taxable and some of them have embedded gains. And as I think we made clear, we have a 2-year assurance that the assets will stay from close and that's in the contract. We pay an arm's-length revenue share fee today to USAA for those assets. We'll pay that to Schwab when the transaction closes. And we really feel that those assets are pretty secured because of the brand, which is important, and that the members have actively chosen to be in those funds. And they are not 100%. The $10 billion is, but the total program, it's not 100% USAA funds. And then on top of that, as I said, we plan to partner with Schwab on this and other things and think that it can be a real win-win for us, Schwab and then for the members. As far as the other assets, think of those as obviously brokerage, direct and then there's some third-party assets that make up the remaining total assets.

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Michael Dennis Policarpo, Victory Capital Holdings, Inc. - President, CFO & Chief Administrative Officer [39]

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And the majority of those are direct.

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Operator [40]

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And we have time for one more question and -- Alex Blostein from Goldman Sachs.

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Ryan Peter Bailey, Goldman Sachs Group Inc., Research Division - Associate [41]

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This is actually Ryan Bailey on behalf of Alex. I wanted to come back to capital just really quickly. So I was wondering if you could help us think about the methodology that you came up with to set the dividend payout rate? And then how should we think about growth in the dividend over time?

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [42]

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It's Dave. I think we reviewed with our Board a number of different components of our capital structure, and we've done that for a few quarters and came up with the $0.05 per share. We don't disclose the methodology or we won't disclose the methodology. I think as you look forward, we'll continue to evaluate it every quarter. And we'll look at our overall capital position. We'll look at our cash balance. We'll look at our primary use of cash and deleveraging, and we'll put that altogether and really set the strategy every quarter.

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Operator [43]

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And this concludes our Q&A session for today. I would like to turn the call back to David Brown for his final remarks.

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David Craig Brown, Victory Capital Holdings, Inc. - CEO & Chairman [44]

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Thank you. Thanks for taking the time to participate in our call. We really appreciate your interest in Victory Capital. And we're looking forward to keeping you updated on our progress. Next month, we will be meeting with investors at the Barclays Financial Service Conference in New York and hope to see some of you there.

As always, if you have any additional questions, please don't hesitate to contact Matt, and have a great day.

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Operator [45]

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And with that, ladies and gentlemen, we thank you for participating in today's program. You may all disconnect.

Have a wonderful day.