M&A - Victory Variable Insurance Funds II

Form Type: 497

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000168386325000693

Filing Summary: On February 11, 2025, Victory Variable Insurance Funds II filed a definitive letter, notice, and joint proxy statement/prospectus seeking shareholder approval for a series of reorganizations, collectively termed as 'Reorganizations.' These Reorganizations involve the merger of various Pioneer Funds into corresponding funds within Victory Variable Insurance Funds II. Specifically, shareholders will vote on the Agreement and Plan of Reorganization targeting seven Pioneer Funds that will transition into newly created Victory Pioneer Funds. The Board of Trustees unanimously supports the Reorganizations, stating they are in the shareholders' best interest. No sales charges will apply during this transition, and it is anticipated that shareholders will incur no tax liability as a result of the Reorganizations. Additionally, efforts will be made to maintain expense limitations to ensure that costs remain predictable for shareholders for at least three years post-Reorganizations. A shareholder meeting is scheduled for March 27, 2025, and votes must be submitted by February 7, 2025. Shareholders are encouraged to vote by mail, telephone, or online, and should consult the enclosed Proxy Statement/Prospectus for detailed information.

Form Type: N-14/A

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000168386325000638

Filing Summary: Victory Variable Insurance Funds II has filed a Pre-Effective Amendment No. 2 to its Registration Statement under the Securities Act of 1933 on February 5, 2025, in conjunction with a proposed reorganization of certain funds. A special shareholder meeting is scheduled for March 27, 2025, where shareholders will vote on the Agreement and Plan of Reorganization. This plan involves the reorganization of various Pioneer Funds into corresponding Victory Pioneer Funds, maintaining similar investment objectives, strategies, and policies. Each Pioneer Fund shareholder will need to approve the reorganization to become shareholders of the new funds. The proposed reorganizations are part of a broader integration of the advisory businesses due to Victory Holdings' acquisition of Amundi Holdings. The document also details the absence of sales charges or transaction fees tied to the reorganizations and states that no gain or loss from the transaction will be recognized for tax purposes.

Form Type: N-14/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000168386325000323

Filing Summary: Victory Variable Insurance Funds II has filed a Pre-Effective Amendment with the SEC regarding a proposed reorganization of various Pioneer Funds into newly created corresponding Victory Pioneer Funds. The joint special meeting of shareholders is scheduled for March 27, 2025, to vote on the proposed Agreement and Plan of Reorganization. The reorganization will allow shareholders of the Pioneer Funds to become shareholders in the Victory Pioneer Funds, retaining the same investment objectives and strategies. The transaction aims to integrate the advisory businesses of Amundi Asset Management and Victory Capital Management, enhancing operational efficiency. Following the reorganization, shareholders are not expected to recognize any gain or loss for tax purposes, and no transaction fees will be incurred due to the reorganization. The Board of Trustees unanimously recommends that shareholders approve the plan. Shareholders must vote in favor to facilitate the conversion, ensuring continuity in management and strategy.