VICTORY PORTFOLIOS VICTORY PORTFOLIOS II
VICTORYVARIABLEINSURANCE
FUNDS
CODEOF
CONDUCT
FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
I.
CoveredOfficers/Purposeofthe
Code
A.
ThisCodeofConduct(the“Code”)appliestothePrincipalExecutiveOfficerand 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:
1.
Honest and ethical conduct, including the ethical handling of actual or apparentconflictsofinterestbetweenpersonalandprofessionalrelationships;
2.
Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and ExchangeCommission(“SEC”)andinotherpubliccommunicationsmadeby the Trusts;
3.
Compliancewithapplicablelawsand governmentalrulesand
regulations;
4.
ThepromptinternalreportingofviolationsoftheCodetoanappropriate person or persons identified in the Code; and
5.
Accountabilityforadherencetothe
Code.
B.
EachCoveredOfficershouldadheretoahighstandardofbusinessethicsand should be sensitive to situations that may give rise to actual as well as apparent conflicts of
interest.
II. CoveredOfficersShouldHandleEthicallyAnyActualorApparentConflictsofInterest
A.
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,aconflictofinterestwouldariseifaCoveredOfficer,oramemberof his family, receives improperpersonal benefits as aresult ofhis orherposition 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 certaintransactions(suchasthepurchaseorsaleofsecuritiesorotherproperty)withtheTrust 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, violationsoftheseprovisions.ThisCodedoesnot,andisnotintendedto,repeatorreplacethese 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 or employees also serve as Covered Officers.As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formallyfor 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 theadviser, the administrator and the Trusts.The participation of the Covered Officers in such activitiesisinherentinthecontractualrelationshipbetweentheadviser,theadministratorandthe 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 mayalso be officers or employees of one or more other investment companies covered by this or other codes.
OtherconflictsofinterestarecoveredbytheCode,evenifsuchconflictsofinterestare 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 CoveredOfficersshouldkeepinmindthattheseexamplesarenotexhaustive.Theoverarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.
B.
ObligationsofCoveredOfficers.
EachCoveredOfficer
must:
1.
Not use his personal influence or personal relationships improperly to influenceinvestment decisions orfinancial reportingbytheTrusts whereby theCoveredOfficerwouldbenefitpersonallytothedetrimentoftheTrusts;
2.
Not cause the Trusts to take action, or fail to take action, for the individual personalbenefitoftheCoveredOfficerratherthanthebenefitoftheTrusts;
3.
Report at least annually outside business affiliations or other relationships (e.g.,officer,director,governor,trustee,part-timeemployment)otherthanhis orherrelationship to the Trusts, the investment adviser and the administrator.
C.
Conflicts of interest.
When a 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.ForpurposesofthisCode,theChiefComplianceOfficershallbetheChiefCompliance Officer of Victory Capital Management Inc. (“VCM”).Examples of these include:
1.
Serviceas adirectorontheboardof anypublicor private
company;
2.
Thereceipt,asanofficer oftheTrusts,ofanygiftinexcessof
$100;
3.
The receipt of any entertainment from any company with which the Trusts have current or prospective business dealings, unless such entertainment is business-related,reasonableincost,appropriateastotimeandplace,andnot so frequent as to raise any question of impropriety;
4.
Anyownershipinterestin,oranyconsultingoremploymentrelationshipwith, any of the Trusts’ service providers, other than their investment adviser, principal underwriter, administrator or any affiliated person thereof;
5.
A direct or indirect financial interest in commissions, transaction charges or spreadspaidbytheTrustsforeffectingportfoliotransactionsorforsellingor redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
D.
Conflictsofinterestnotspecificallyenumerated.
Itisimpracticaltoattemptto 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. DisclosureandCompliance
A.
EachCoveredOfficershouldfamiliarizehimselforherselfwiththedisclosure requirements generally applicable to the Trusts.
B.
Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent,factsabouttheTruststoothers,whetherwithinoroutsidetheTrusts,includingto the Trusts’ Trustees and auditors, and to governmental regulators and self-regulatory
organizations.
C.
EachCoveredOfficershould,totheextentappropriatewithinhisorherareaof 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 disclosureinthereports anddocumentstheTrustsfilewith,orsubmitto,theSECandinother public communications made by the Trusts.
D.
ItistheresponsibilityofeachCoveredOfficertopromotecompliancewith the standards and restrictions imposed by applicable laws, rules and regulations.
IV. ReportingandAccountability
A.
Responsibilitiesandconduct.
EachCoveredOfficer
must:
1.
Upon adoption of the Code (or thereafter as applicable, upon becoming a CoveredOfficer),affirminwritingtotheappropriateBoardthatheorshehas received, read, and understands the Code;
2.
AnnuallythereafteraffirmtotheappropriateBoardthatheorshehas complied with the requirements of the Code;
3.
NotretaliateagainstanyotherCoveredOfficeroranyemployeeoftheTrusts or their affiliated persons for reports of potential violations that are made in good faith; and
4.
NotifytheChiefComplianceOfficerpromptlyifheorsheknowsofany violation of this Code.Failure to do so is itself a violation of this Code.
B.
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 conductedinaparticularmannerand/orsubjecttocertainconditionsorsafeguards;or(iii)would violate the Code and is, therefore, prohibited.
C.
Waivers.
A Covered Officer mayrequest a waiver from a provision of this Code if there is a reasonable likelihood that a contemplated action would not involve an actual conflict ofinterestthatthisCodeisdesignedtoprevent.TheAuditandRiskOversightCommitteeofthe Board (the “Committee”) shall review and act upon any request for a waiver from any provision oftheCode.TheCommitteeshalldiscloseanywaiverfromaprovisionoftheCodetotheextent required by SEC rules or any other policy of the Trusts or VCM.
D.
EnforcingtheCodeofConduct.
TheTrustswilladheretothefollowing procedures in investigating and enforcing this Code:
1.
TheChiefComplianceOfficerwilltakeallappropriateactiontoinvestigate any potential violations reported to him or her;
2.
If,aftersuchinvestigation,theChiefComplianceOfficerbelievesthatno violation has occurred, no further action is required;
3.
AnymatterthattheChiefComplianceOfficerbelievesisaviolationshallbe reported to the Committee; and
4.
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 willconsiderandtakeappropriateactionregardingtheviolation.The Board may among other things, notify VCM, the Trust’s administrator, or their Boards of Directors; recommend the assessment of a monetary penalty against the Covered Person; issue a formal written reprimand to, or recommend the dismissal of, the Covered Officer; require additional training by the violator; or recommend modifications to the Trust’s policies and procedures.
V. OtherPoliciesandProcedures
ThisCodeshallbethesolecodeofconductadoptedbytheTrustsforpurposesofSection 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, or other service providers govern or 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 insidertradingpolicies areseparatepolicies ofthe Trusts, VCM, anysub-adviserortheprincipal underwriter that apply to the Covered Officers and others, and are not part of this Code.
VI. Amendments
Anyamendments to this Code, otherthan amendments to Exhibit A, mustbeapproved 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”). AnychangestothisCodewill,totheextentrequired,willbedisclosedas providedbySECrules.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidentialandshallbemaintainedandprotectedaccordingly.Exceptasotherwiserequiredby 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. InternalUse
TheCodeisintendedsolelyfortheinternalusebytheTrustsanddoesnot constitutean admission, by or on behalf of the Trusts, as to any fact, circumstance, or legal conclusion.
Adopted:August5,
2003
Adopted:May1,2015VictoryPortfolios
II
Amended:
February22,2012
August20,
2014
ExhibitA
PersonsCoveredbythisCodeof
Conduct
VictoryPortfolios,VictoryPortfoliosII,andVictoryVariableInsuranceFunds Principal Executive Officer: Thomas Dusenberry, President
PrincipalFinancialOfficer:AllanShaer,
Treasurer
Asof
June 14, 2024
Exhibit B Acknowledgement
Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, VictoryPortfoliosIIandVictoryVariableInsuranceFunds(the“Code”),Iherebyacknowledge 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 Print
Name:
Thomas DusenberryDate:
June 20, 2024 Exhibit B Acknowledgement
Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, VictoryPortfoliosIIandVictoryVariableInsuranceFunds(the“Code”),Iherebyacknowledge 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/ Allan Shaer Print
Name:
AllanShaer
Date:
June 20, 2024 Exhibit C
Annual Certification
Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, VictoryPortfoliosII,andVictoryVariableInsuranceFunds(the“Code”),Iherebyacknowledge and affirm that since the date of the last annual certification given pursuant to the Code, Ihave complied with all requirements of the Code.
Signature:
/s/ Thomas Dusenberry Print
Name:
Thomas DusenberryDate:
June 20, 2024 Exhibit C
AnnualCertification
Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, VictoryPortfoliosII,andVictoryVariableInsuranceFunds(the“Code”),Iherebyacknowledge and affirm that since the date of the last annual certification given pursuant to the Code, Ihave complied with all requirements of the Code.
Signature:
/s/ Allan Shaer Print
Name:
Allan ShaerDate:
June 20, 2024