VICTORYPORTFOLIOS
III
CODEOF
CONDUCT
FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
I.
Covered Officers/Purposeofthe
Code
A.
ThisCodeof Conduct(the“Code”) appliestothePrincipalExecutiveOfficerand Principal Financial Officer of Victory Portfolios III (the Trust or the Funds) as detailed 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 Trust;
3.
Compliancewith applicablelawsand governmentalrulesand
regulations;
4.
ThepromptinternalreportingofviolationsoftheCodetoanappropriate person or persons identified in the Code; and
5.
Accountability foradherence tothe
Code.
B.
EachCoveredOfficershouldadheretoahighstandardofbusinessethicsand should be sensitive to situations that may give rise to actual as well as apparent conflicts of
interest.
II. CoveredOfficersShouldHandleEthicallyAnyActualorApparent ConflictsofInterest
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 Trust.For example, aconflictofinterestwouldariseifaCoveredOfficer, or amember of his family, receives improperpersonal benefits asa result ofhis orher position with the Trust.
Certain conflicts of interest that could arise out of the relationships between Covered Officers and the Trust 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 Trust becauseof their statusas“affiliatedpersons”of theTrust.TheTrustanditsinvestmentadviser’s compliance program 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 Trust and the investmentadviser 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 Trust or for the adviser or the administrator, or for both), be involvedin establishing policies and implementing decisions that will have different effects on theadviser, the administrator and the Trust.The participation of the Covered Officers in such activitiesisinherentinthecontractualrelationshipbetweentheadviser, theadministrator andthe TrustandisconsistentwiththeperformancebytheCoveredOfficersof theirdutiesasofficersof the Trust.Thus, if performedin conformitywith the provisions of theInvestment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the 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 conflictsofinterestarecoveredbytheCode,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.
Each CoveredOfficer
must:
1.
Not use his personal influence or personal relationships improperly to influenceinvestmentdecisionsor financialreportingbytheTrustwherebythe Covered Officer would benefit personally to the detriment of the Trust;
2.
Not cause the Trust to take action, or fail to take action, for the individual personalbenefitoftheCoveredOfficerratherthanthebenefitoftheTrust;
3.
Report at least annually outside business affiliations or other relationships (e.g.,officer,director,governor,trustee,part-timeemployment)otherthanhis or her relationship to the Trust, the investment adviser and the administrator.
C.
Conflicts of interest.
When aCovered Person becomes aware of a situationthat 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 purposesof thisCode,theChief ComplianceOfficer shallbetheChiefCompliance Officer of the Trust.Examples of these include:
1.
Serviceasa directorontheboard ofanypublic orprivate
company;
2.
Thereceipt,asanofficeroftheTrust,ofany gift inexcessof
$100;
3.
ThereceiptofanyentertainmentfromanycompanywithwhichtheTrusthas current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriateasto timeand place,and not so frequent as to raise any question of impropriety;
4.
Anyownershipinterestin,oranyconsultingoremploymentrelationshipwith, any of the Trust’s service providers, other than their investment adviser, principal underwriter, administrator or any affiliated person thereof;
5.
A direct orindirect financialinterest in commissions, transaction chargesor spreadspaidbytheTrustforeffectingportfoliotransactionsorforsellingor redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
D.
Conflictsofinterest not specificallyenumerated.
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 Trust.
B.
Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, factsabouttheTrusttoothers,whether withinor outsidetheTrust, includingtothe Trust’s Trustees and auditors, and to governmental regulators and self-regulatory organizations.
C.
EachCoveredOfficershould,totheextentappropriatewithinhisorherareaof responsibility, consult with other officers and employees of the Trust, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reportsand documents theTrust file with, or submit to, theSEC andin other public communications made by the Trust.
D.
ItistheresponsibilityofeachCoveredOfficer topromotecompliancewiththe standards and restrictions imposed by applicable laws, rules and regulations.
IV. Reporting andAccountability
A.
Responsibilitiesand conduct.
EachCoveredOfficer
must:
1.
Upon adoption of the Code (or thereafter as applicable, upon becoming a CoveredOfficer), affirminwritingtotheappropriateBoardthatheor shehas received, read, and understands the Code;
2.
AnnuallythereafteraffirmtotheappropriateBoardthatheorshehas complied with the requirements of the Code;
3.
NotretaliateagainstanyotherCoveredOfficeroranyemployeeoftheTrust or their affiliated persons for reports of potential violations that are made in good faith; and
4.
NotifytheChiefComplianceOfficerpromptlyifheorsheknowsofany violation of this Code.Failureto doso 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/or subjecttocertainconditionsorsafeguards;or(iii)would violate the Code and is, therefore, prohibited.
C.
Waivers.
A Covered Officer may request a waiver from a provision of this Code if thereis a reasonable likelihoodthat a contemplated action would notinvolve anactual conflict of interest that this Code is designed to prevent.The Audit and Compliance Committee of the Board (the “Committee”) shall review and act upon any request for a waiver from any provision of theCode.TheCommitteeshalldiscloseanywaiver fromaprovisionoftheCodetotheextent required by SEC rules or any other policy of the Trust or VCM.
D.
EnforcingtheCodeofConduct.
TheTrustwilladheretothefollowing 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.
Anymatter thattheChiefComplianceOfficerbelievesisaviolationshallbe 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 Boardwillconsider andtakeappropriateactionregardingtheviolation.The Board may among other things, notify VCM, the Trust’s administrator, or their Boards of Directors; recommend the assessment of amonetary penalty against the Covered Person; issue a formal written reprimand to, or recommendthedismissalof,theCoveredOfficer;requireadditionaltraining by the violator; or recommend modifications to the Trust’s policies and
procedures.
V. OtherPoliciesandProcedures
This Code shall be the sole codeof conductadopted by theTrustforpurposes 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 Trust, the Trust’sinvestmentadviser,principalunderwriter,or otherserviceprovidersgovernorpurportto 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 theTrust, 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 amendmentsto thisCode,other than amendmentsto ExhibitA,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”). AnychangestothisCodewill,totheextentrequired, willbedisclosedasprovidedbySECrules.
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 Trust’s investment adviser, administrator or sub-administrator, counsel to the Trust or counsel to the Independent Trustees.
VIII. InternalUse
TheCodeisintendedsolelyfortheinternalusebytheTrustanddoesnotconstitutean admission, by or on behalf of the Trust, as to any fact, circumstance, or legal conclusion.
Adopted:
July 1,2019(USAAFunds)
Amended:
April24,2023
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ExhibitA
PersonsCoveredbythisCodeof
Conduct
VictoryPortfolios
III
PrincipalExecutiveOfficer:JamesDeVries,President Principal Financial Officer: Allan Shaer, Treasurer
AsofFebruary1,
2024
Exhibit B Acknowledgement
PursuanttotherequirementsoftheCodeof ConductadoptedbyVictoryPortfoliosIII (the Trust or the Funds), I hereby acknowledge and affirm that I have received, read and understand the Code and agree toadhere toand abide by the letter and spirit ofitsprovisions.
Signature:
/s/ James De Vries Print Name: James De VriesDate:
Exhibit B Acknowledgement
PursuanttotherequirementsoftheCodeof ConductadoptedbyVictoryPortfoliosIII (the Trust or the Funds), I hereby acknowledge and affirm that I have received, read and understand the Code and agree toadhere toand abide by the letter and spirit ofitsprovisions.
Signature:
/s/ Allan Shaer Print Name: Allan Shaer Date:
February 1, 2024 Exhibit C AnnualCertification
Pursuant to therequirements of the Code of Conduct adopted by VictoryPortfoliosIII (theTrustortheFunds),I herebyacknowledgeandaffirmthatsincethedateofthelastannual certification given pursuant to the Code, I have complied with all requirements of the Code.
Signature:
/s/ James De Vries Print Name: James De VriesDate:
February 1, 2024
Exhibit C AnnualCertification
Pursuant to therequirements of the Code of Conduct adopted by VictoryPortfoliosIII (theTrustortheFunds),I herebyacknowledgeandaffirmthatsincethedateofthelastannual certification given pursuant to the Code, I have complied with all requirements of the Code.
Signature:
/s/ Allan Shaer Print Name: Allan Shaer Date:
February 1, 2024