VICTORY
VARIABLE
INSURANCE
FUNDS
FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
Covered
Officers/Purpose
of
the
Code
This
Code
of
Conduct
(the
“Code”)
applies
to
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
of
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
in
other
public
communications
made
by the Trusts;
Compliance
with
applicable
laws
and governmental
rules
and
regulations;
The
prompt
internal
reporting
of
violations
of
the
Code
to
an
appropriate person or persons identified in the Code; and
Accountability
for
adherence
to
the
Code.
Each
Covered
Officer
should
adhere
to
a
high
standard
of
business
ethics
and should be sensitive to situations that may give rise to actual as well as apparent conflicts of
interest.
II.
CoveredOfficersShouldHandleEthicallyAnyActualorApparentConflictsofInterest
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,
a
conflict
of
interest
would
arise
if
a
Covered
Officer,
or
a
member
of his family, receives improper
personal benefits as a
result of
his or
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
as
the
purchase
or
sale
of
securities
or
other
property)
with
the
Trusts 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
of
these
provisions.
This
Code
does
not,
and
is
not
intended
to,
repeat
or
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 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 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
is
inherent
in
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 or more other investment companies covered by this or other codes.
Other
conflicts
of
interest
are
covered
by
the
Code,
even
if
such
conflicts
of
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
in
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
of
Covered
Officers.
Not use his personal influence or personal relationships improperly to influence
investment decisions or
financial reporting
by
the
Trusts whereby the
Covered
Officer
would
benefit
personally
to
the
detriment
of
the
Trusts;
Not cause the Trusts to take action, or fail to take action, for the individual personal
benefit
of
the
Covered
Officer
rather
than
the
benefit
of
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 to the Trusts, the investment adviser and the administrator.
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.
For
purposes
of
this
Code,
the
Chief
Compliance
Officer
shall
be
the
Chief
Compliance Officer of Victory Capital Management Inc. (“VCM”).
Examples of these include:
Service as a director on the board of any public or private company;
The
receipt,
as
an
officer of
the
Trusts,
of
any
gift
in
excess
of
$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
in
cost,
appropriate
as
to
time
and
place,
and
not so frequent as to raise any question of impropriety;
Any
ownership
interest
in,
or
any
consulting
or
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
by
the
Trusts
for
effecting
portfolio
transactions
or
for
selling
or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
Conflicts
of
interest
not
specifically
enumerated.
It
is
impractical
to
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.
DisclosureandCompliance
Each
Covered
Officer
should
familiarize
himself
or
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
to
others,
whether
within
or
outside
the
Trusts,
including
to the Trusts’ Trustees and auditors, and to governmental regulators and self-regulatory
organizations.
Each
Covered
Officer
should,
to
the
extent
appropriate
within
his
or
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
in
the
reports and
documents
the
Trusts
file
with,
or
submit
to,
the
SEC
and
in
other public communications made by the Trusts.
It
is
the
responsibility
of
each
Covered
Officer
to
promote
compliance
with the standards and restrictions imposed by applicable laws, rules and regulations.
IV.
ReportingandAccountability
Responsibilities
and
conduct.
Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered
Officer),
affirm
in
writing
to
the
appropriate
Board
that
he
or
she
has received, read, and understands the Code;
Annually
thereafter
affirm
to
the
appropriate
Board
that
he
or
she
has complied with the requirements of the Code;
Not
retaliate
against
any
other
Covered
Officer
or
any
employee
of
the
Trusts or their affiliated persons for reports of potential violations that are made in good faith; and
Notify
the
Chief
Compliance
Officer
promptly
if
he
or
she
knows
of
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
in
a
particular
manner
and/or
subject
to
certain
conditions
or
safeguards;
or
(iii)
would violate the Code and is, therefore, prohibited.
A Covered Officer may
request a waiver from a provision of this Code if there is a reasonable likelihood that a contemplated action would not involve an actual conflict of
interest
that
this
Code
is
designed
to
prevent.
The
Audit
and
Risk
Oversight
Committee
of
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
a
provision
of
the
Code
to
the
extent required by SEC rules or any other policy of the Trusts or VCM.
Enforcing
the
Code
of
Conduct.
The
Trusts
will
adhere
to
the
following procedures in investigating and enforcing this Code:
The
Chief
Compliance
Officer
will
take
all
appropriate
action
to
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
is
a
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 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
This
Code
shall
be
the
sole
code
of
conduct
adopted
by
the
Trusts
for
purposes
of
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, 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 insider
trading
policies are
separate
policies of
the Trusts, VCM, any
sub-adviser
or
the
principal underwriter that apply to the Covered Officers and others, and are not part of this Code.
VI.
Amendments
Any
amendments to this Code, other
than amendments to Exhibit A, must
be
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
to
this
Code
will,
to
the
extent
required,
will
be
disclosed
as provided
by
SEC
rules.
VII.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidential
and
shall
be
maintained
and
protected
accordingly.
Except
as
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.
InternalUse
The
Code
is
intended
solely
for
the
internal
use
by
the
Trusts
and
does
not constitute
an admission, by or on behalf of the Trusts, as to any fact, circumstance, or legal conclusion.
Adopted:
May
1,
2015
Victory
Portfolios
II
