VICTORY PORTFOLIOS
VICTORY PORTFOLIOS II
FOR PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
I. Covered
Officers/Purpose of the Code
A.
This Code of Conduct (the “Code”) applies
to the Principal Executive Officer and Principal Financial Officer of Victory
Portfolios and Victory Portfolios II (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.
B.
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. Covered
Officers Should Handle Ethically Any Actual or Apparent Conflicts of Interest
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, 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.
B. Obligations
of Covered Officers.
Each
Covered Officer must:
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.
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. 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:
1. 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.
D. 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. Disclosure
and Compliance
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. Reporting
and Accountability
A. Responsibilities
and conduct.
Each Covered
Officer must:
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
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.
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 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.
Other Policies
and Procedures
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.
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.
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.
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
Amended: February
22, 2012
August 20, 2014
February 2, 2026