VICTORY

PORTFOLIOS

III

CODE

CONDUCT

FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

Covered Officers/Purpose

the

Code

This

Code

of Conduct

(the

“Code”) applies

the

Principal

Executive

Officer

and Principal Financial Officer of Victory Portfolios III (the Trust or the Funds) as detailed 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 Trust;

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 to

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 Trust.

For example, a

conflict

interest

would

arise

Covered

Officer, or a

member of his family, receives improper

personal benefits as

a result of

his or

her 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 because

of their status

“affiliated

persons”

of the

Trust.

The

Trust

and

its

investment

adviser’s compliance program 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 Trust 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 Trust 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 Trust.

The participation of the Covered Officers in such activities

inherent

the

contractual

relationship

between

the

adviser, the

administrator and

the Trust

and

consistent

with

the

performance

the

Covered

Officers

of their

duties

officers

of the Trust.

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 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 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

or financial

reporting

the

Trust

whereby

the Covered Officer would benefit personally to the detriment of the Trust;

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

benefit

the

Covered

Officer

rather

than

the

benefit

the

Trust;

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 Trust, the investment adviser and the administrator.

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.

For purposes

of this

Code,

the

Chief Compliance

Officer shall

the

Chief

Compliance Officer of the Trust.

Examples of these include:

Service

a director

the

board of

any

public or

private

company;

The

receipt,

officer

the

Trust,

any gift in

excess

$100;

The

receipt

any

entertainment

from

any

company

with

which

the

Trust

has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate

to 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 Trust’s 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

Trust

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 Trust.

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

about

the

Trust

others,

whether within

or outside

the

Trust, including

the Trust’s 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 Trust, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports

and documents the

Trust file with, or submit to, the

SEC and

in other public communications made by the Trust.

the

responsibility

each

Covered

Officer to

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

or 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

Trust 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

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 Compliance 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

provision

the

Code

the

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

Enforcing

the

Code

Conduct.

The

Trust

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 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.

Other
Policies
and
Procedures

This Code shall be the sole code

of conduct

adopted by the

Trust

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 Trust, the Trust’s

investment

adviser,

principal

underwriter,

or 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 of the

Trust, 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

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

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 Trust’s investment adviser, administrator or sub-administrator, counsel to the Trust or counsel to the Independent Trustees.

VIII.

Internal
Use

The

Code

intended

solely

for

the

internal

use

the

Trust

and

does

not

constitute

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

Adopted:

July 1,

2019

(USAA

Funds)

Amended:

April

24,

2023

Exhibit
A

Persons

Covered

this

Code

Conduct

Victory

Portfolios

III

Principal

Executive

Officer:

James

Vries,

President Principal Financial Officer: Allan Shaer, Treasurer

February

2024

Exhibit B
Acknowledgement

Pursuant

the

requirements

the

Code

of Conduct

adopted

Victory

Portfolios

III (the Trust or the Funds), I 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/ James De Vries Print Name: James De Vries

Date:

February 1, 2024

Exhibit B
Acknowledgement

Pursuant

the

requirements

the

Code

of Conduct

adopted

Victory

Portfolios

III (the Trust or the Funds), I 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/ Allan Shaer Print Name: Allan Shaer

Date:

February 1, 2024

Exhibit C Annual
Certification

Pursuant to the

requirements of the Code of Conduct adopted by Victory

Portfolios

III (the

Trust

the

Funds),

I hereby

acknowledge

and

affirm

that

since

the

date

the

last

annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:

/s/ James De Vries Print Name: James De Vries

Date:

February 1, 2024

Exhibit C Annual
Certification

Pursuant to the

requirements of the Code of Conduct adopted by Victory

Portfolios

III (the

Trust

the

Funds),

I hereby

acknowledge

and

affirm

that

since

the

date

the

last

annual 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

USAA Mutual Funds Trust - USAA 500 Index Fund (USSPX) N-CSRCertified annual shareholder report (management investment company)

II. CoveredOfficersShouldHandleEthicallyAnyActualorApparent ConflictsofInterest

III. DisclosureandCompliance

IV. Reporting andAccountability

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