Liquidation: Victory Portfolios II

Form Type: 497

Filing Date: 2025-02-28

Corporate Action: Liquidation

Type: New

Accession Number: 000168386325001617

Filing Summary: On February 25, 2025, the Board of Trustees of Victory Portfolios II approved a Plan of Liquidation for multiple Funds including the VictoryShares US Discovery Enhanced Volatility Wtd ETF, VictoryShares US Small Cap Volatility Wtd ETF, and the Victory US 500 Enhanced Volatility Wtd Index Fund. The anticipated date for liquidation is on or about April 29, 2025. After the close of business on April 22, 2025, these Funds will cease to accept purchase orders for Creation Units and shareholders can only sell their shares on Nasdaq until market close on April 23, 2025, after which the shares will be delisted. During the interval from April 23 to April 29, 2025, shareholders will be unable to sell shares on Nasdaq. Upon commencement of liquidation, the Funds will no longer pursue their investment objectives and will conduct activities solely related to liquidating their assets, paying liabilities, and distributing remaining funds to shareholders. Shareholders holding shares on the liquidation date will receive a Liquidating Distribution representing their share ownership and may realize capital gains or losses depending on the amounts received relative to their share basis. Shareholders are advised to consult their tax advisors regarding the implications of these distributions.

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Form Type: 497K

Filing Date: 2025-02-28

Corporate Action: Liquidation

Type: New

Accession Number: 000168386325001623

Filing Summary: On February 25, 2025, the Board of Trustees of Victory Portfolios II approved a Plan of Liquidation for the VictoryShares THB Mid Cap ETF. It is anticipated that the Fund will liquidate on or about April 29, 2025. After the close of business on April 22, 2025, the Fund will cease accepting purchase orders for Creation Units. Shareholders may sell their holdings on Nasdaq until market close on April 23, 2025, after which the Fund’s shares will be delisted and no longer trade. Between April 23, 2025, and April 29, 2025, shareholders cannot dispose of their shares on Nasdaq. Upon commencement of liquidation, the Fund will stop pursuing its investment objectives and will focus on liquidating its assets, paying liabilities, and distributing the remaining proceeds to shareholders, referred to as the Liquidating Distribution. Shareholders on the liquidation date will receive a distribution reflecting their ownership interest, potentially differing from earlier sale values on Nasdaq. Shareholders should consider consulting tax advisors regarding capital gains or losses from the Liquidating Distribution and potential tax implications. For further inquiries, shareholders may contact the VictoryShares team at 866-376-7890.

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Form Type: 497K

Filing Date: 2025-02-28

Corporate Action: Liquidation

Type: New

Accession Number: 000168386325001624

Filing Summary: On February 25, 2025, the Board of Trustees of Victory Portfolios II approved a Plan of Liquidation for the Victory US 500 Enhanced Volatility Wtd Index Fund. The liquidation is anticipated to occur on or about April 29, 2025, during which all outstanding shares will be redeemed at their net asset value. Shareholders can continue to make additional investments until April 23, 2025. As the liquidation date approaches, the Fund may deviate from its investment objectives and strategies, positioning its portfolio into cash. Multiple liquidating distributions may occur and may result in taxable events for shareholders, who are advised to consult tax advisors regarding their individual circumstances.

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Form Type: 497K

Filing Date: 2025-02-28

Corporate Action: Liquidation

Type: New

Accession Number: 000168386325001625

Filing Summary: On February 25, 2025, the Board of Trustees of Victory Portfolios II approved a Plan of Liquidation for the VictoryShares US Discovery Enhanced Volatility Wtd ETF and the VictoryShares US Small Cap Volatility Wtd ETF. The liquidation is anticipated to take place on or about April 29, 2025. After April 22, 2025, no purchase orders for Creation Units will be accepted, and shareholders can only sell their holdings on Nasdaq until April 23, 2025, after which the shares will be delisted. Between market close on April 23 and April 29, 2025, shareholders will not be able to sell their shares on Nasdaq. Once liquidation begins, the Funds will not pursue their investment objectives and will focus solely on selling assets, settling liabilities, and distributing remaining assets to shareholders, termed the Liquidating Distribution. The amount received by shareholders may vary depending on whether they sell their shares before the market closes on April 23 or receive the Liquidating Distribution on the liquidation date, which may result in capital gains or losses. Shareholders are advised to consult their tax advisors regarding potential tax consequences.

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Form Type: 497K

Filing Date: 2025-02-28

Corporate Action: Liquidation

Type: New

Accession Number: 000168386325001626

Filing Summary: On February 25, 2025, the Board of Trustees of Victory Portfolios II approved a Plan of Liquidation for the Funds, which include VictoryShares US Discovery Enhanced Vol Wtd ETF, VictoryShares US Discovery Enhanced Volatility Wtd ETF (CSF), and VictoryShares US Small Cap Volatility Wtd ETF (CSA). It is anticipated that the Funds will liquidate on or about April 29, 2025. After April 22, 2025, the Funds will no longer accept purchase orders for Creation Units, and shareholders may sell their holdings on Nasdaq until market close on April 23, 2025. Following this date, the Funds' shares will be delisted and will no longer trade on Nasdaq. Shareholders will be unable to sell their shares during the liquidation period but will receive a Liquidating Distribution based on their proportionate ownership on the liquidation date. This distribution may differ in value compared to early sales on Nasdaq, and shareholders recognizing a Liquidating Distribution may incur a capital gain or loss. For further inquiries, the VictoryShares internal team can be contacted.

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