VICTORY PORTFOLIOS VICTORY

PORTFOLIOS

VICTORY

VARIABLE

INSURANCE

FUNDS

CODE

CONDUCT

FOR

PRINCIPAL

EXECUTIVE

OFFICER AND PRINCIPAL FINANCIAL OFFICER

Covered

Officers/Purpose

the

Code

This

Code

Conduct

(the

“Code”)

applies

the

Principal

Executive

Officer

and Principal Financial Officer of Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds (each a “Trust” and, collectively, the “Trusts”) (the “Covered Officers”), each of whom is set forth in Exhibit A, for the purpose of promoting:

Honest and ethical conduct, including the ethical handling of actual or apparent

conflicts

interest

between

personal

and

professional

relationships;

Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange

Commission

(“SEC”)

and

other

public

communications

made

by the Trusts;

Compliance

with

applicable

laws

and

governmental

rules

and

regulations;

The

prompt

internal

reporting

violations

the

Code

appropriate person or persons identified in the Code; and

Accountability

for

adherence

the

Code.

Each

Covered

Officer

should

adhere

high

standard

business

ethics

and should be sensitive to situations that may give rise to actual as well as apparent conflicts of

interest.

II.

Covered
Officers
Should
Handle
Ethically
Any
Actual
or
Apparent
Conflicts
of
Interest

Overview.

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Trusts.

For example,

conflict

interest

would

arise

Covered

Officer,

member

of his

family,

receives

improper

personal

benefits

result

his

her

position with the Trusts.

Certain conflicts of interest that could arise out of the relationships between Covered Officers and the Trusts already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”).

For example, Covered Officers may not individually engage in certain

transactions

(such

the

purchase

sale

securities

other

property)

with

the

Trusts

NYDOCS01/1724375.1

because of their status as “affiliated persons” of the Trusts.

The Trusts’ and their investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations

these

provisions.

This

Code

does

not,

and

not

intended

to,

repeat

replace

these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for

improper

personal benefit, conflicts may arise or result from the contractual relationship between the Trusts and the investment adviser

and

the administrator,

whose

officers

employees

also

serve as

Covered

Officers.

a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trusts or for the adviser or the administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser, the administrator and the Trusts.

The participation of the Covered Officers in such activities

inherent

the

contractual

relationship

between

the

adviser,

the

administrator

and

the Trusts and is consistent with the performance by the Covered Officers of their duties as officers of the Trusts.

Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.

In addition, it is recognized by each Trust’s Board of Trustees (the “Board”) that the Covered Officers may also be

officers or

employees of

one

other

investment companies covered by this or other codes.

Other

conflicts

interest

are

covered

the

Code,

even

such

conflicts

interest

are not subject to provisions in the Investment Company Act or the Investment Advisers Act.

Section C describes the types of conflicts of interest that are covered under this Code, but Covered

Officers

should

keep

mind

that

these

examples

are

not

exhaustive.

The

overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

Obligations

Covered

Officers.

Each

Covered

Officer

must:

Not use his personal influence or personal relationships improperly to influence

investment

decisions

financial

reporting

the

Trusts

whereby the

Covered

Officer

would

benefit

personally

the

detriment

the

Trusts;

Not cause the Trusts to take action, or fail to take action, for the individual personal

benefit

the

Covered

Officer

rather

than

the

benefit

the

Trusts;

Report at least annually outside business affiliations or other relationships (e.g.,

officer,

director,

governor,

trustee,

part-time

employment)

other

than

his or

her

relationship

the

Trusts,

the

investment

adviser

and

the

administrator.

Conflicts

interest.

When

Covered

Person

becomes

aware

of a

situation

that could involve a conflict of interest, or that could reasonably be considered an appearance of a conflict of interest, the Covered Person should disclose this matter to the Chief Compliance Officer.

For

purposes

this

Code,

the

Chief

Compliance

Officer

shall

the

Chief

Compliance Officer of Victory Capital Management Inc. (“VCM”).

Examples of these include:

Service

director

the

board

any

public

or private

company;

The

receipt,

officer of

the

Trusts,

any

gift

excess

$100;

The receipt of any entertainment from any company with which the Trusts have current or prospective business dealings, unless such entertainment is business-related,

reasonable

cost,

appropriate

time

and

place,

and

not so frequent as to raise any question of impropriety;

Any

ownership

interest

in,

any

consulting

employment

relationship

with, any of the Trusts’ service providers, other than their investment adviser, principal underwriter, administrator or any affiliated person thereof;

A direct or indirect financial interest in commissions, transaction charges or spreads

paid

the

Trusts

for

effecting

portfolio

transactions

for

selling

or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

Conflicts

interest

not

specifically

enumerated.

impractical

attempt

to list in this Code all possible situations that could result in a conflict of interest. If a proposed transaction, interest, personal activity, or investment raises any concerns, questions or doubts, a Covered Officer should consult with the Chief Compliance Officer before engaging in such transaction or investment or pursuing such interest or activity. The Chief Compliance Officer shall review the facts and circumstances of the actual or potential conflict of interest in accordance with Section IV of these Procedures.

III.

Disclosure
and
Compliance

Each

Covered

Officer

should

familiarize

himself

herself

with

the

disclosure requirements generally applicable to the Trusts.

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent,

facts

about

the

Trusts

others,

whether

within

outside

the

Trusts,

including

to the Trusts’ Trustees and auditors, and to governmental regulators and self-regulatory

organizations.

Each

Covered

Officer

should,

the

extent

appropriate

within

his

her

area

of responsibility, consult with other officers and employees of the Trusts, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure

the

reports

and

documents

the

Trusts

file

with,

submit

to,

the

SEC

and

other public communications made by the Trusts.

the

responsibility

each

Covered

Officer

promote

compliance

with

the standards and restrictions imposed by applicable laws, rules and regulations.

IV.

Reporting
and
Accountability

Responsibilities

and

conduct.

Each

Covered

Officer

must:

Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered

Officer),

affirm

writing

the

appropriate

Board

that

she

has received, read, and understands the Code;

Annually

thereafter

affirm

the

appropriate

Board

that

she

has complied with the requirements of the Code;

Not

retaliate

against

any

other

Covered

Officer

any

employee

the

Trusts or their affiliated persons for reports of potential violations that are made in good faith; and

Notify

the

Chief

Compliance

Officer

promptly

she

knows

any violation of this Code.

Failure to do so is itself a violation of this Code.

Chief Compliance Officer.

The Chief Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.

Based on its review, the Chief Compliance Officer shall advise the Covered Officer that the proposed transaction, investment, interest or activity: (i) would not violate this Code; (ii) would not violate this Code only if conducted

particular

manner

and/or

subject

certain

conditions

safeguards;

(iii)

would violate the Code and is, therefore, prohibited.

Waivers.

A Covered Officer may request a waiver

from a provision of this Code if

there

reasonable

likelihood

that

contemplated

action

would

not

involve

actual

conflict of

interest

that

this

Code

designed

prevent.

The

Audit

and

Risk

Oversight

Committee

the Board (the “Committee”) shall review and act upon any request for a waiver from any provision of

the

Code.

The

Committee

shall

disclose

any

waiver

from

provision

the

Code

the

extent required by SEC rules or any other policy of the Trusts or VCM.

Enforcing

the

Code

Conduct.

The

Trusts

will

adhere

the

following procedures in investigating and enforcing this Code:

The

Chief

Compliance

Officer

will

take

all

appropriate

action

investigate any potential violations reported to him or her;

If,

after

such

investigation,

the

Chief

Compliance

Officer

believes

that

no violation has occurred, no further action is required;

Any

matter

that

the

Chief

Compliance

Officer

believes

violation

shall

be reported to the Committee; and

If the Committee concurs that a violation has occurred, it will inform the Board and make a recommendation of appropriate courses of action.

The Board

will

consider

and

take

appropriate

action

regarding

the

violation.

The Board may among other things, notify VCM, the Trust’s administrator, or their

Boards of

Directors; recommend the

assessment of

monetary penalty against the Covered Person; issue a formal written reprimand to, or recommend

the

dismissal

of,

the

Covered

Officer;

require

additional

training

the

violator;

recommend

modifications

the

Trust’s

policies

and

procedures.

V.

Other
Policies
and
Procedures

This

Code

shall

the

sole

code

conduct

adopted

the

Trusts

for

purposes

Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies relating to that section.

Insofar as other policies or procedures of the Trusts, the Trusts’

investment

adviser,

principal

underwriter,

other

service

providers

govern

purport

to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.

The Codes of Ethics under Rule 17j-1 under the Investment Company Act, and any insider

trading

policies

are

separate

policies

the

Trusts,

VCM,

any

sub-adviser

the

principal underwriter that apply to the Covered Officers and others, and are not part of this Code.

VI.

Amendments

Any

amendments

this

Code,

other

than

amendments

Exhibit

must

approved

or ratified by a majority vote of the Board, including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act) (the “Independent Trustees”). Any

changes

this

Code

will,

the

extent

required,

will

disclosed

provided

SEC

rules.

VII.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential

and

shall

maintained

and

protected

accordingly.

Except

otherwise

required

by law or this Code, such matters shall not be disclosed to anyone other than officers and Trustees of the Trust, the Trusts’ investment adviser, administrator or sub-administrator, counsel to the Trusts or counsel to the Independent Trustees.

VIII.

Internal
Use

The

Code

intended

solely

for

the

internal

use

the

Trusts

and

does

not

constitute

an admission, by or on behalf of the Trusts, as to any fact, circumstance, or legal conclusion.

Adopted:

August

2003

Adopted:

May

2015

Victory

Portfolios

Amended:

February

22,

2012

August

20,

2014

Exhibit
A

Persons

Covered

this

Code

Conduct

Victory

Portfolios,

Victory

Portfolios

II,

and

Victory

Variable

Insurance

Funds Principal Executive Officer: Thomas Dusenberry, President

Principal

Financial

Officer:

Carol

Trevino,

Treasurer

February

2025

Exhibit B
Acknowledgement

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory

Portfolios

and

Victory

Variable

Insurance

Funds

(the

“Code”),

hereby

acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.

Signature:

/s/ Thomas Dusenberry

Name:

Thomas Dusenberry

Date:

February 6, 2025

Exhibit B
Acknowledgement

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory

Portfolios

and

Victory

Variable

Insurance

Funds

(the

“Code”),

hereby

acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.

Signature:

/s/ Carol D.Trevino

Name:

Carol D. Trevino

Date:

February 6, 2025

Exhibit C
Annual
Certification

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory

Portfolios

II,

and

Victory

Variable

Insurance

Funds

(the

“Code”),

hereby

acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:

/s/ Carol D.Trevino

Name:

Carol D. Trevino

Date:

February 6, 2025

Exhibit C
Annual
Certification

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory

Portfolios

II,

and

Victory

Variable

Insurance

Funds

(the

“Code”),

hereby

acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:

/s/ Thomas Dusenberry

Name:

Thomas Dusenberry

Date:

February 6, 2025

Victory Variable Insurance Funds N-CSRCertified annual shareholder report (management investment company)

II. CoveredOfficersShouldHandleEthicallyAnyActualorApparentConflictsofInterest

III. DisclosureandCompliance

IV. ReportingandAccountability

V. OtherPoliciesandProcedures

VI. Amendments

VII. Confidentiality

VIII. InternalUse

ExhibitA

Exhibit B Acknowledgement

Exhibit B Acknowledgement

Exhibit C AnnualCertification

Exhibit C AnnualCertification

II.

Covered
Officers
Should
Handle
Ethically
Any
Actual
or
Apparent
Conflicts
of
Interest

III.

Disclosure
and
Compliance

IV.

Reporting
and
Accountability

V.

Other
Policies
and
Procedures

VI.

Amendments

VII.

Confidentiality

VIII.

Internal
Use

Exhibit
A

Exhibit B
Acknowledgement

Exhibit B
Acknowledgement

Exhibit C
Annual
Certification

Exhibit C
Annual
Certification