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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/28/20 Victory Portfolios II 485BPOS 11/01/20 41:6.9M Donn… Fin’l/ArcFiling/FA → Victory Market Neutral Income Fund ⇒ Class A (CBHAX) — Class C (CBHCX) — Class I (CBHIX) — Member Class (CBHMX) → Victory US 500 Enhanced Volatility Wtd Index Fund ⇒ Class A (CUHAX) — Class C (CUHCX) — Class I (CUHIX) |
Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment of a Form N-1 or N-1A HTML 1.89M Registration 2: EX-99.d ADVSR CONTR (D)(1)(B) Schedule A to Advisory HTML 30K Agreement 3: EX-99.e UNDR CONTR (E)(1)(E) Amendment 4 to Dist Agreement HTML 22K 4: EX-99.h OTH MAT CONT (H)(6)(B) Vpii Schedule A to the Expense HTML 29K Limitation Agreement 5: EX-99.i LEGAL OPININ (J)(1) Consent of Counsel HTML 16K 6: EX-99.j OTHER OPININ (J)(2) Auditor's Consent HTML 14K 13: R1 Document and Entity Information HTML 30K 14: R2 Risk/Return Summary- Victory Market Neutral Income HTML 65K Fund (Class A Class C Class I Shares) 15: R3 Shareholder Fees HTML 29K 16: R4 Annual Fund Operating Expenses HTML 40K 17: R5 Expense Example HTML 13K 18: R6 Expense Example, No Redemption HTML 13K 19: R7 Annual Total Returns- Victory Market Neutral HTML 13K Income Fund (Class A Class C Class I Shares) [BarChart] 20: R8 Average Annual Total Returns HTML 15K 21: R9 Risk/Return Detail Data- Victory Market Neutral HTML 231K Income Fund (Class A Class C Class I Shares) 22: R10 Risk/Return Summary- Victory Market Neutral Income HTML 65K Fund (MCI) 23: R11 Shareholder Fees HTML 23K 24: R12 Annual Fund Operating Expenses HTML 32K 25: R13 Expense Example HTML 12K 26: R14 Annual Total Returns- Victory Market Neutral HTML 13K Income Fund (MCI) [BarChart] 27: R15 Average Annual Total Returns HTML 14K 28: R16 Risk/Return Detail Data- Victory Market Neutral HTML 190K Income Fund (MCI) 29: R17 Risk/Return Summary- Victory US 500 Enhanced HTML 66K Volatility Wtd Index Fund 30: R18 Shareholder Fees HTML 28K 31: R19 Annual Fund Operating Expenses HTML 42K 32: R20 Expense Example HTML 13K 33: R21 Expense Example, No Redemption HTML 12K 34: R22 Annual Total Returns[BarChart] HTML 13K 35: R23 Average Annual Total Returns HTML 16K 36: R24 Risk/Return Detail Data- Victory US 500 Enhanced HTML 237K Volatility Wtd Index Fund 37: R25 Risk/Return Detail Data HTML 15K 39: XML IDEA XML File -- Filing Summary XML 62K 12: XML XBRL Instance -- vpii-20201028_htm XML 283K 38: EXCEL IDEA Workbook of Financial Reports XLSX 56K 8: EX-101.CAL XBRL Calculations -- vpii-20201028_cal XML 24K 9: EX-101.DEF XBRL Definitions -- vpii-20201028_def XML 1.60M 10: EX-101.LAB XBRL Labels -- vpii-20201028_lab XML 440K 11: EX-101.PRE XBRL Presentations -- vpii-20201028_pre XML 1.25M 7: EX-101.SCH XBRL Schema -- vpii-20201028 XSD 60K 40: JSON XBRL Instance as JSON Data -- MetaLinks 133± 324K 41: ZIP XBRL Zipped Folder -- 0001683863-20-014111-xbrl Zip 439K
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This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 15 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
i Shareholder Fees (paid directly from your investment) i Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) i Example: iThe following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
i Portfolio Turnover: iThe Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover will generally indicate higher transaction costs, resulting in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal period, the Fund's portfolio turnover rate was 54% of the average value of its portfolio.
i Principal Investment Strategy iThe Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in the stock of the issuers included in the Nasdaq Victory US Large Cap 500 Long/Cash Volatility Weighted Index (the "Index"), an unmanaged, volatility weighted index maintained exclusively by Nasdaq Inc. (the "Index Provider"). The Index Provider is not affiliated with the Fund or the Adviser.
The Index combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. In accordance with a rules-based mathematical formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have further declined or rebounded. The term "Enhanced" in the Fund's name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through this defensive positioning, as described below.
The Index follows a rules-based methodology to construct its constituent securities:
The Index is reconstituted every March and September (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. The Index may include more than or fewer than 500 stocks depending on the number of companies meeting the Index's criteria. As of September 30, 2020, the Index had a market capitalization range from $820.5 million to $2.0 trillion.
The Index follows a mathematical index construction process designed to limit risk during periods of significant (non-normal) market decline by reducing its exposure to the equity market. Market decline is measured by reference to the Nasdaq Victory US Large Cap 500 Volatility Weighted Index ("Reference Index"), an unmanaged, volatility weighted index which is composed of the same securities as in the Index but without any allocation to cash.
During any periods of significant market decline, defined as a decline of 10% or more from the Reference Index's all-time daily high closing value compared to its most recent month-end closing value, the Index's exposure to the market may be as low as 25% depending on the magnitude and duration of such decline.
If the month-end value of the Reference Index declines 10% or more from its all-time daily high closing value, the Index will reallocate 75% of the securities included in the Index to cash or cash equivalents.
The Index will reallocate to stocks as follows:
The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will generally experience higher portfolio turnover and incur additional transaction costs.
During any periods of significant market decline, when the Index's exposure to the market is less than 100%, the cash portion of the Index will be invested in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.
The Fund seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index.
i Principal Risks iThe Fund's investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Large Capitalization Stock Risk — The securities of large capitalization companies may underperform the securities of smaller capitalization companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.
Debt Securities Risk – The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer's ability to timely meet its debt obligations as they come due.
Passive Investment Risk/Index Risk — The Fund is designed to track the Index and is not actively managed. The Fund will not buy or sell shares of an equity security due to current or projected performance of a security, industry or sector, unless that security is added to or removed, respectively, from the Index. The Fund does not, therefore, seek returns in excess of the Index, and does not attempt to take defensive positions or hedge against potential risks unless such defensive positions are also taken by the Index.
Tracking Risk — The Fund's return may not match the return of the Index for a number of reasons, including: the Fund incurs operating expenses not applicable to the Index, and incurs costs in buying and selling securities; the Fund may not be fully invested at times; differences in the valuation of securities; and differences between the Fund's portfolio and the Index resulting from legal restrictions, cost or liquidity constraints.
Index/Defensive Positioning Risk — Because the Index's allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index's prescribed liquidation and reinvestment strategy, if employed, will be successful in minimizing downside market risk.
Portfolio Turnover Risk — Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and can lead to distribution of additional short-term capital gains to investors, which are taxed as ordinary income.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
i Investment Performance iThe bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund's average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.
i Calendar Year Returns for Class A Shares (Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.) iThe year-to-date return of the Fund's Class A shares as of September 30, 2020, was 3.43%.
During the periods shown in the chart: | Returns | Quarter ended |
Highest Quarter | 12.21% | March 31, 2013 |
Lowest Quarter | -14.84% | December 31, 2018 |
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one share class. The after-tax returns for other classes will vary.
i Market Neutral Income Fund Summary i Investment Objective i Fund Fees and Expenses iThis table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $50,000 in the Victory Funds. More information about these and other discounts is available in Investing with the Victory Funds on page 14 of the Fund's Prospectus, in Appendix A — Variations in Sales Charge Reductions and Waivers Available Through Certain Intermediaries and from your financial intermediary.
i Shareholder Fees (paid directly from your investment) i Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) i Example: iThe following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
i Portfolio Turnover: iThe Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover will generally indicate higher transaction costs, resulting in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal period, the Fund's portfolio turnover rate was 119% of the average value of its portfolio.
i Principal Investment Strategy iVictory Capital Management Inc. ("Adviser") pursues the Fund's investment objective by implementing a proprietary, "market neutral" investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets.
The Fund uses a multi-strategy approach. First, it seeks income from long positions in foreign and domestic dividend producing equity securities of any market capitalization size that are included in one of the unmanaged, volatility weighted indexes maintained by Nasdaq Inc. (the "Nasdaq Victory Indexes"), in particular those Nasdaq Victory Indexes that are comprised of the highest dividend yielding stocks in different asset classes. The allocation to each Nasdaq Victory Index is equally weighted. Second, the Fund seeks to offset market risk by selling short high-correlating equity index futures contracts, such as the S&P 500® Index, Russell 2000® or MSCI EAFE + Emerging Markets Indexes, or exchange-traded funds ("ETFs") that track such indexes.
The Fund seeks to offset the remaining market risk by investing in long futures positions in the NASDAQ 100 Index and short futures positions in the S&P 500® Index, or use similar strategies the Adviser deems appropriate and necessary under current market conditions.
As an alternative to investing directly in the equity securities included in the Nasdaq Victory Indexes, the Fund can invest in them indirectly by investing in one or more investment companies (including ETFs) advised by the Adviser that are designed to track the Nasdaq Victory Indexes.
i Principal Risks iThe Fund's investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Investment Style Risk — Different types of investment styles, for example growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, the Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or that have different investment styles.
Smaller Capitalization Stock Risk — Small and mid capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Large Capitalization Stock Risk — The securities of large capitalization companies may underperform the securities of smaller capitalization companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.
Foreign Securities Risk — Foreign securities (including ADRs and GDRs) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Derivatives Risk — Derivative instruments and strategies, including futures and selling securities short, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses.
Futures Contracts Risk — The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.
Hedging Risk — Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund's hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.
Leverage Risk — Using futures contracts to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.
Put Option Risk — When the Fund purchases a put option on a security or index it may lose the entire premium paid if the underlying security or index does not decrease in value. The Fund is also exposed to default by the option writer who may be unwilling or unable to perform its contractual obligations to the Fund.
Sold Options/Short Position Risk — The Fund will incur a loss as a result of a sold option or a short position if the price of the sold option or short position instrument increases in value between the date the Fund sells the position and the date on which the Fund purchases an offsetting position. Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Adviser's ability to accurately anticipate the future value of a security or instrument. The Fund's losses are potentially unlimited in a short position transaction.
Investment Company Risk — An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.
Management Risk — The portfolio manager may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
i Investment Performance iThe bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the Fund's average annual total returns of the Fund's share classes, including applicable maximum sales charges, over the same period to one or more broad measures of market performance. We assume reinvestment of dividends and distributions.
Performance data for the classes varies based on differences in their fee and expense structures. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Updated performance information is available on the Fund's website at VictoryFunds.com.
i Calendar Year Returns for Class A Shares (Applicable sales loads or account fees are not reflected in the bar chart. If these amounts were reflected, returns would be less than those shown.) iThe year-to-date return of the Fund's Class A shares as of September 30, 2020, was 1.99%.
During the periods shown in the chart: | Returns | Quarter ended |
Highest Quarter | 3.27% | March 31, 2016 |
Lowest Quarter | -2.20% | June 30, 2013 |
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one share class. The after-tax returns for other classes will vary.
i Market Neutral Income Fund Summary i Investment Objective i Fund Fees and Expenses iThe following table describes the fees and expenses that you may pay, directly or indirectly, to invest in the Fund. The annual fund operating expenses for the Fund are based on expenses incurred during the Fund's most recently completed fiscal year.
i Shareholder Fees (paid directly from your investment) i Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) i Example: iThe following example is designed to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown and then sell or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The amounts shown reflect any fee waiver/expense reimbursement in place through its expiration date. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
i Portfolio Turnover: iThe Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover will generally indicate higher transaction costs, resulting in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal period, the Fund's portfolio turnover rate was 119% of the average value of its portfolio.
i Principal Investment Strategy iVictory Capital Management Inc. ("Adviser") pursues the Fund's investment objective by implementing a proprietary, "market neutral" investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets.
The Fund uses a multi-strategy approach. First, it seeks income from long positions in foreign and domestic dividend producing equity securities of any market capitalization size that are included in one of the unmanaged, volatility weighted indexes maintained by Nasdaq Inc. (the "Nasdaq Victory Indexes"), in particular those Nasdaq Victory Indexes that are comprised of the highest dividend yielding stocks in different asset classes. The allocation to each Nasdaq Victory Index is equally weighted. Second, the Fund seeks to offset market risk by selling short high-correlating equity index futures contracts, such as the S&P 500® Index, Russell 2000® or MSCI EAFE + Emerging Markets Indexes, or exchange-traded funds ("ETFs") that track such indexes.
The Fund seeks to offset the remaining market risk by investing in long futures positions in the NASDAQ 100 Index and short futures positions in the S&P 500® Index, or use similar strategies the Adviser deems appropriate and necessary under current market conditions.
As an alternative to investing directly in the equity securities included in the Nasdaq Victory Indexes, the Fund can invest in them indirectly by investing in one or more investment companies (including ETFs) advised by the Adviser that are designed to track the Nasdaq Victory Indexes.
i Principal Risks iThe Fund's investments are subject to the following principal risks:
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Investment Style Risk — Different types of investment styles, for example growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, the Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or that have different investment styles.
Smaller Capitalization Stock Risk — Small and mid capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Large Capitalization Stock Risk — The securities of large capitalization companies may underperform the securities of smaller capitalization companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.
Foreign Securities Risk — Foreign securities (including ADRs and GDRs) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Derivatives Risk — Derivative instruments and strategies, including futures and selling securities short, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses.
Futures Contracts Risk — The Fund's use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.
Hedging Risk — Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund's hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.
Leverage Risk — Using futures contracts to increase the Fund's combined long and short exposure creates leverage, which can magnify the Fund's potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund's share price.
Put Option Risk — When the Fund purchases a put option on a security or index it may lose the entire premium paid if the underlying security or index does not decrease in value. The Fund is also exposed to default by the option writer who may be unwilling or unable to perform its contractual obligations to the Fund.
Sold Options/Short Position Risk — The Fund will incur a loss as a result of a sold option or a short position if the price of the sold option or short position instrument increases in value between the date the Fund sells the position and the date on which the Fund purchases an offsetting position. Short positions may be considered speculative transactions and involve special risks, including greater reliance on the Adviser's ability to accurately anticipate the future value of a security or instrument. The Fund's losses are potentially unlimited in a short position transaction.
Investment Company Risk — An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.
Management Risk — The portfolio manager may not execute the Fund's principal investment strategy effectively.
You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.
i Investment Performance iThe bar chart and table that follow are intended to help you understand some of the risks of investing in the Fund. The information presented is for that of the Fund's Class I shares (which are not offered by this prospectus). The bar chart shows you how the Fund's calendar year performance has varied over the past 10 years (or the life of the Fund if shorter). The table compares the average annual total returns of the Fund's Class I shares over the same period to a broad measure of market performance. We assume reinvestment of dividends and distributions.
While no information is shown for the Member Class shares (because they were not offered for sale as of June 30, 2020), annual returns for Member Class shares would have been substantially similar to those shown here. Member Class shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Class I shares have lower expenses and, as a result, annual returns would be higher.
i Calendar Year Returns for Class I Shares (The annual return in the bar chart is for the Fund's Class I shares. Due to differing charges and expenses, the performance of classes not shown in the bar chart will differ.) iThe year-to-date return of the Fund's Class I shares as of September 30, 2020, was 2.22%.
During the periods shown in the chart: | Returns | Quarter ended |
Highest Quarter | 3.31% | March 31, 2016 |
Lowest Quarter | -2.10% | June 30, 2013 |
After-tax returns use the historical highest individual federal marginal income tax rates and do not reflect the effect of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant if you own your Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only one share class. The after-tax returns for other classes will vary.
i 2020-06-30 i Victory Portfolios II i 2020-11-01 i 0001547580 i false i 2020-10-28 i 2020-11-01 i N-1A i 485BPOS i A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section entitled Choosing a Share Class. i Applies to shares sold within 12 months of purchase. i Highest Quarter i 2013-03-31 i Lowest Quarter i 2018-12-31 i year-to-date return i 2020-09-30 i A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 18 months of purchase. For additional information, see the section entitled Choosing a Share Class. i Applies to shares sold within 12 months of purchase. i Highest Quarter i 2016-03-31 i Lowest Quarter i 2013-06-30 i year-to-date return i 2020-09-30 i Highest Quarter i 2016-03-31 i Lowest Quarter i 2013-06-30 i year-to-date return i 2020-09-30 i 0.0042 i 0.0112 i 0.0049 i 1.1900 i 0.0326 i 1.1900 i 0.0029 i 0.0029 i 0.0028 i 0.5400 i 50000 i 673 i 939 i 1226 i 2039 i 280 i 618 i 1082 i 2367 i 79 i 306 i 552 i 1257 i 180 i 618 i 1082 i 2367 i 0.3158 i 0.1108 i 0.0119 i 0.1367 i 0.2152 i 0.0921 i 0.2085 i 0.0343 i 0.1393 i 0.0713 i 0.1118 i 0.1061 i 0.0501 i 0.0928 i 0.1050 i 0.0537 i 0.0873 i 0.1891 i 0.0759 i 0.1127 i 0.2110 i 0.0868 i 0.1238 i 0.3149 i 0.1170 i 0.1497 i 0.2216 i 0.0956 i 0.1359 i 50000 i 647 i 886 i 1143 i 1878 i 253 i 708 i 1290 i 2871 i 41 i 235 i 445 i 1051 i 153 i 708 i 1290 i 2871 i 0.0301 i 0.0122 i 0.0007 i 0.0399 i 0.0678 i 0.0292 i 0.0247 i 0.0199 i 0.0346 i 0.0202 i 0.0109 i 0.0422 i 0.0122 i 0.0040 i 0.0171 i 0.0147 i 0.0071 i 0.0072 i 0.0244 i 0.0116 i 0.0281 i 0.0350 i 0.0223 i 0.0225 i 0.0105 i 0.0075 i 0.0261 i 0.0155 i 0.0027 i 0.0423 i 0.0699 i 0.0331 i 0.0281 i 0.0222 i 0.0281 i 0.0350 i 0.0223 i 0.0193 i 0.0262 i 0.0147 i 0.0205 i 0.0261 i 0.0158 i 0.0225 i 0.0105 i 0.0075 A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 12 months of purchase. For additional information, see the section entitled Choosing a Share Class. Applies to shares sold within 12 months of purchase. Victory Capital Management Inc., the Fund's investment adviser, ("Adviser") has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 0.99%, 1.74, and 0.74% of the Fund's Class A, Class C and Class I shares, respectively, through at least October 31, 2021. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. This agreement may only be terminated by the Fund's Board of Trustees. Inception date of the Fund is November 20, 2012. A contingent deferred sales charge of 0.75% may be imposed on Class A shares with respect to purchases of $1,000,000 or more that are redeemed within 12 months of purchase. For additional information, see the section entitled Choosing a Share Class. Applies to shares sold within 12 months of purchase. Victory Capital Management Inc., the Fund's investment adviser, ("Adviser") has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 0.75%, 1.50% and 0.40% of the Fund's Class A, Class C and Class I shares, respectively, through at least October 31, 2021. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. This agreement may only be terminated by the Fund's Board of Trustees. Inception date of the Fund is November 20, 2012. Victory Capital Management Inc., the Fund's investment adviser, ("Adviser") has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding certain items such as interest, taxes and brokerage commissions) do not exceed 0.55% of the Fund's Member Class shares through at least October 31, 2021. The Adviser is permitted to recoup advisory fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. This agreement may only be terminated by the Fund's Board of Trustees. Inception date of the Fund is November 20, 2012. 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member 2020-11-01 2020-11-01 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member vpii:C000116490Member 2020-11-01 2020-11-01 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member vpii:C000116492Member 2020-11-01 2020-11-01 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member vpii:C000116493Member 2020-11-01 2020-11-01 0001547580 vpii:MCIMember vpii:S000037769Member 2020-11-01 2020-11-01 0001547580 vpii:MCIMember vpii:S000037769Member vpii:C000219860Member 2020-11-01 2020-11-01 0001547580 vpii:MCIMember vpii:S000037769Member vpii:C000116493Member 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:C000116524Member 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:C000116526Member 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:C000116527Member 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:C000116524Member rr:AfterTaxesOnDistributionsMember 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:C000116524Member vpii:AfterTaxesonDistributionsandSaleofFundSharesMember 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:SP500IndexMember 2020-11-01 2020-11-01 0001547580 vpii:S000037778Member vpii:NasdaqVictoryUSLargeCap500LongCashVolatilityWeightedIndexMember 2020-11-01 2020-11-01 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member vpii:C000116490Member rr:AfterTaxesOnDistributionsMember 2020-11-01 2020-11-01 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member vpii:C000116490Member vpii:AfterTaxesonDistributionsandSaleofFundSharesMember 2020-11-01 2020-11-01 0001547580 vpii:ClassAClassCClassISharesMember vpii:S000037769Member vpii:NasdaqVictoryUSMultiFactorMinimumVolatilityIndexMember 2020-11-01 2020-11-01 0001547580 vpii:MCIMember vpii:S000037769Member vpii:C000116493Member rr:AfterTaxesOnDistributionsMember 2020-11-01 2020-11-01 0001547580 vpii:MCIMember vpii:S000037769Member vpii:C000116493Member vpii:AfterTaxesonDistributionsandSaleofFundSharesMember 2020-11-01 2020-11-01 0001547580 vpii:MCIMember vpii:S000037769Member vpii:NasdaqVictoryUSMultiFactorMinimumVolatilityIndexMember 2020-11-01 2020-11-01 0001547580 2020-11-01 2020-11-01 xbrli:pure iso4217:USD
Victory Market Neutral Income Fund
|
||||||
|
Class A
|
Class C
|
Class I
|
Class R
|
Class R6
|
Class Y
|
|
CBHAX
|
CBHCX
|
CBHIX
|
—
|
—
|
—
|
|
Class A
|
Class C
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
|
i 5.75%
|
i None
|
i None
|
Maximum Deferred Sales Charge (load)
(as a percentage of the lower of purchase or sale price)
|
i None
1
|
i 1.00%
2
|
i None
|
Management Fees
|
i 0.60%
|
i 0.60%
|
i 0.60%
|
Distribution and/or Service (12b-1) Fees
|
i 0.25%
|
i 1.00%
|
i 0.00%
|
Other Expenses
|
i 0.32%
|
i 1.02%
|
i 0.29%
|
Total Annual Fund Operating Expenses
|
i 1.17%
|
i 2.62%
|
i 0.89%
|
Fee Waiver/Expense Reimbursement
3
|
(0.42)%
|
(1.12)%
|
(0.49)%
|
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
3
|
i 0.75%
|
i 1.50%
|
i 0.40%
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Class A
|
$
647
|
$
886
|
$
1,143
|
$
1,878
|
Class C (If you do not sell your shares at the end of the period)
|
$
153
|
$
708
|
$
1,290
|
$
2,871
|
Class C (If you sell your shares at the end of the period)
|
$
253
|
$
708
|
$
1,290
|
$
2,871
|
Class I
|
$
41
|
$
235
|
$
445
|
$
1,051
|
During the periods shown in the chart:
|
Returns
|
Quarter ended
|
Highest Quarter
|
i 3.27%
|
|
Lowest Quarter
|
- i 2.20%
|
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
|
1 Year
|
5 Years
|
Life of
Fund
1
|
CLASS A Before Taxes
|
-3.46%
|
2.02%
|
1.09%
|
CLASS A After Taxes on Distributions
|
-4.22%
|
1.22%
|
0.40%
|
CLASS A After Taxes on Distributions and Sale of Fund Shares
|
-1.71%
|
1.47%
|
0.71%
|
CLASS C Before Taxes
|
0.72%
|
2.44%
|
1.16%
|
CLASS I Before Taxes
|
2.81%
|
3.50%
|
2.23%
|
Index
|
|||
FTSE 3-month U.S. Treasury Bill Index
reflects no deduction for fees, expenses or taxes.
|
2.25%
|
1.05%
|
0.75%
|
|
Title
|
Tenure with the Fund
|
Mannik Dhillon, CFA, CAIA
®
|
President, VictoryShares and
Solutions
|
Since May 2018
|
Investment Minimums
|
Class A
|
Class C
|
Class I
|
Minimum Initial Investment
|
$
2,500
|
$
2,500
|
$
2,000,000
|
Minimum Subsequent Investments
|
$
50
|
$
50
|
None
|
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
|
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.
|
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
|
An investment in the
Fund is not a complete
investment program.
|
All you need to do to get started is to fill out an application.
|
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other financial intermediaries may charge fees for their services.
|
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
|
NAV=
|
Total Assets - Liabilities
|
Number of Shares Outstanding
|
For historical expense information, see the “Financial Highlights”
at the end of this Prospectus.
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
Up to $49,999
|
5.75%
|
6.10%
|
$50,000 up to $99,999
|
4.50%
|
4.71%
|
$100,000 up to $249,999
|
3.50%
|
3.63%
|
$250,000 up to $499,999
|
2.50%
|
2.56%
|
$500,000 up to $999,999
|
2.00%
|
2.04%
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
$1,000,000 and above
1
|
0.00%
|
0.00%
|
There are several ways you can combine multiple purchases of Class A shares of the Victory
Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.
|
A Fund reserves the right to change the criteria for eligible investors and
the investment minimums.
|
Keep these addresses handy for purchases, exchanges, or redemptions.
|
BY REGULAR U.S. MAIL
|
|
BY OVERNIGHT MAIL
|
|
BY WIRE
|
Call 800-539-FUND (800-539-3863) BEFORE wiring money to notify the
Fund that you intend to purchase shares by wire and to verify wire
instructions.
|
BY TELEPHONE
|
800-539-FUND (800-539-3863)
|
ON THE INTERNET
|
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-539-FUND (800-539-3863) or by visiting
VictoryFunds.com
|
There are a number of convenient ways to sell your shares. You can use the same mailing
addresses listed for purchases.
|
BY TELEPHONE
|
BY MAIL
|
BY WIRE
|
BY ACH
|
Buying a dividend.
You should check the Funds' distribution schedule before you invest.
If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
|
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-539-FUND (800-539-3863).
|
The tax information in this Prospectus is provided as general information. You should
consult your own tax adviser about the tax consequences of an investment in the Fund.
|
|
Notary
Public
|
SVP
|
MSG
|
Change of name
|
x
|
x
|
x
|
Add/change banking instructions
|
|
x
|
x
|
Add/change beneficiaries
|
x
|
x
|
x
|
Add/change authorized account traders
|
|
x
|
x
|
Adding a Power of Attorney
|
x
|
x
|
x
|
Add/change Trustee
|
x
|
x
|
x
|
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
|
x
|
x
|
x
|
|
Class A
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.51
|
$
9.61
|
$
9.40
|
$
9.21
|
$
9.41
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.27
|
0.32
|
0.24
|
0.24
|
0.26
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.23
|
(0.13)
|
0.26
|
0.20(b)
|
(0.02)
|
Total from Investment Activities
|
0.50
|
0.19
|
0.50
|
0.44
|
0.24
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.24)
|
(0.27)
|
(0.29)
|
(0.25)
|
(0.21)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.24)
|
(0.29)
|
(0.29)
|
(0.25)
|
(0.44)
|
Net Asset Value, End of Period
|
$
9.77
|
$
9.51
|
$
9.61
|
$
9.40
|
$
9.21
|
Total Return (Excludes Sales Charge)
|
5.31%
|
1.99%
|
5.37%
|
4.77%
|
2.54%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.75%
|
0.75%
|
0.89%
|
0.90%
|
0.90%
|
Net Investment Income (Loss)
|
2.78%
|
3.36%
|
2.55%
|
2.59%
|
2.72%
|
Gross Expenses
|
1.17%
|
1.03%
|
1.18%
|
1.25%
|
1.06%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
12,870
|
$
32,627
|
$
23,847
|
$
24,998
|
$
29,649
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
|
Class C
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.43
|
$
9.54
|
$
9.33
|
$
9.15
|
$
9.36
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.21
|
0.25
|
0.17
|
0.17
|
0.19
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.22
|
(0.14)
|
0.26
|
0.20(b)
|
(0.02)
|
Total from Investment Activities
|
0.43
|
0.11
|
0.43
|
0.37
|
0.17
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.17)
|
(0.20)
|
(0.22)
|
(0.19)
|
(0.15)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.17)
|
(0.22)
|
(0.22)
|
(0.19)
|
(0.38)
|
Net Asset Value, End of Period
|
$
9.69
|
$
9.43
|
$
9.54
|
$
9.33
|
$
9.15
|
Total Return (Excludes Sales Charge)
|
4.59%
|
1.19%
|
4.64%
|
4.02%
|
1.75%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
1.50%
|
1.50%
|
1.64%
|
1.65%
|
1.65%
|
Net Investment Income (Loss)
|
2.20%
|
2.57%
|
1.79%
|
1.88%
|
2.00%
|
Gross Expenses
|
2.62%
|
2.56%
|
2.51%
|
3.00%
|
2.48%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
626
|
$
441
|
$
311
|
$
519
|
$
518
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
|
Class I
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
$
9.44
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.31
|
0.38
|
0.26
|
0.27
|
0.30
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.23
|
(0.16)
|
0.26
|
0.20(b)
|
(0.04)
|
Total from Investment Activities
|
0.54
|
0.22
|
0.52
|
0.47
|
0.26
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.26)
|
(0.30)
|
(0.31)
|
(0.27)
|
(0.23)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.26)
|
(0.32)
|
(0.31)
|
(0.27)
|
(0.46)
|
Net Asset Value, End of Period
|
$
9.83
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
Total Return (Excludes Sales Charge)
|
5.79%
|
2.25%
|
5.62%
|
5.11%
|
2.77%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.40%
|
0.40%
|
0.64%
|
0.65%
|
0.65%
|
Net Investment Income (Loss)
|
3.23%
|
3.91%
|
2.72%
|
2.83%
|
3.16%
|
Gross Expenses
|
0.89%
|
1.05%
|
1.09%
|
1.13%
|
1.05%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
174,719
|
$
54,920
|
$
19,483
|
$
31,140
|
$
43,866
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
Victory Market Neutral Income Fund
|
|||||||
|
Member Class
|
|
|
|
|
|
|
|
CBHMX
|
|
|
|
|
|
|
|
Member
Class
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
|
i None
|
Maximum Deferred Sales Charge (load)
(as a percentage of the lower of purchase or sale price)
|
i None
|
Management Fees
|
i 0.60%
|
Distribution and/or Service (12b-1) Fees
|
i 0.00%
|
Other Expenses
|
i 3.21%
|
Total Annual Fund Operating Expenses
|
i 3.81%
|
Fee Waiver/Expense Reimbursement
|
(3.26)%
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
1
|
i 0.55%
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Member Class
|
$
i 56
|
$
i 869
|
$
i 1,704
|
$
i 3,881
|
During the periods shown in the chart:
|
Returns
|
Quarter ended
|
Highest Quarter
|
i 3.31%
|
|
Lowest Quarter
|
- i 2.10%
|
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
|
1 Year
|
5 Years
|
Life of
Fund
1
|
CLASS I Before Taxes
|
2.81%
|
3.50%
|
2.23%
|
CLASS I After Taxes on Distributions
|
1.93%
|
2.62%
|
1.47%
|
CLASS I After Taxes on Distributions and Sale of Fund Shares
|
2.05%
|
2.61%
|
1.58%
|
Index
|
|||
FTSE 3-month U.S. Treasury Bill Index
reflects no deduction for fees, expenses or taxes.
|
2.25%
|
1.05%
|
0.75%
|
|
Title
|
Tenure with the Fund
|
Mannik Dhillon, CFA, CAIA
®
|
President, VictoryShares and
Solutions
|
Since May 2018
|
Investment Minimums
|
Member
Class
|
Minimum Initial Investment
|
$
3,000
|
Minimum Subsequent Investments
|
$
50
|
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
|
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-235-8396 or please visit VictoryFunds.com.
|
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
|
An investment in the
Fund is not a complete
investment program.
|
All you need to do to get started is to fill out an application.
|
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other intermediaries may charge fees for their services.
|
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
|
NAV=
|
Total Assets - Liabilities
|
Number of Shares Outstanding
|
Keep these addresses handy for purchases, exchanges, or redemptions.
|
BY REGULAR U.S. MAIL
|
|
BY OVERNIGHT MAIL
|
|
BY WIRE
|
Call 800-235-8396 BEFORE wiring money to notify the Fund that you intend
to purchase shares by wire and to verify wire instructions.
|
BY TELEPHONE
|
800-235-8396
|
ON THE INTERNET
|
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-235-8396 or by visiting
VictoryFunds.com
|
There are a number of convenient ways to sell your shares. You can use the same mailing
addresses listed for purchases.
|
BY TELEPHONE
|
BY MAIL
|
BY WIRE
|
BY ACH
|
Buying a dividend.
You should check the Funds' distribution schedule before you invest.
If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
|
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-235-8396.
|
The tax information in this Prospectus is provided as general information. You should
consult your own tax adviser about the tax consequences of an investment in the Fund.
|
|
Notary
Public
|
SVP
|
MSG
|
Change of name
|
x
|
x
|
x
|
Add/change banking instructions
|
|
x
|
x
|
Add/change beneficiaries
|
x
|
x
|
x
|
Add/change authorized account traders
|
|
x
|
x
|
Adding a Power of Attorney
|
x
|
x
|
x
|
Add/change Trustee
|
x
|
x
|
x
|
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
|
x
|
x
|
x
|
|
Class I
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
$
9.44
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.31
|
0.38
|
0.26
|
0.27
|
0.30
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.23
|
(0.16)
|
0.26
|
0.20(b)
|
(0.04)
|
Total from Investment Activities
|
0.54
|
0.22
|
0.52
|
0.47
|
0.26
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.26)
|
(0.30)
|
(0.31)
|
(0.27)
|
(0.23)
|
Net Realized Gains from Investments
|
—
|
(0.02)
|
—
|
—
|
(0.23)
|
Total Distributions to
Shareholders
|
(0.26)
|
(0.32)
|
(0.31)
|
(0.27)
|
(0.46)
|
Net Asset Value, End of Period
|
$
9.83
|
$
9.55
|
$
9.65
|
$
9.44
|
$
9.24
|
Total Return (Excludes Sales Charge)
|
5.79%
|
2.25%
|
5.62%
|
5.11%
|
2.77%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.40%
|
0.40%
|
0.64%
|
0.65%
|
0.65%
|
Net Investment Income (Loss)
|
3.23%
|
3.91%
|
2.72%
|
2.83%
|
3.16%
|
Gross Expenses
|
0.89%
|
1.05%
|
1.09%
|
1.13%
|
1.05%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
174,719
|
$
54,920
|
$
19,483
|
$
31,140
|
$
43,866
|
Portfolio Turnover(c)
|
119%(d)
|
82%
|
69%
|
63%
|
92%
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
||||||
|
Class A
|
Class C
|
Class I
|
Class R
|
Class R6
|
Class Y
|
|
CUHAX
|
CUHCX
|
CUHIX
|
—
|
—
|
—
|
|
Class A
|
Class C
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
|
i 5.75%
|
i None
|
i None
|
Maximum Deferred Sales Charge (load)
(as a percentage of the lower of purchase or sale price)
|
i None
1
|
i 1.00%
2
|
i None
|
Management Fees
|
i 0.70%
|
i 0.70%
|
i 0.70%
|
Distribution and/or Service (12b-1) Fees
|
i 0.25%
|
i 1.00%
|
i 0.00%
|
Other Expenses
|
i 0.33%
|
i 0.33%
|
i 0.32%
|
Acquired Fund Fees and Expenses
|
i 0.03%
|
i 0.03%
|
i 0.03%
|
Total Annual Fund Operating Expenses
|
i 1.31%
|
i 2.06%
|
i 1.05%
|
Fee Waiver/Expense Reimbursement
3
|
(0.29)%
|
(0.29)%
|
(0.28)%
|
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
3
|
i 1.02%
|
i 1.77%
|
i 0.77%
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Class A
|
$
673
|
$
939
|
$
1,226
|
$
2,039
|
Class C (If you do not sell your shares at the end of the period)
|
$
180
|
$
618
|
$
1,082
|
$
2,367
|
Class C (If you sell your shares at the end of the period)
|
$
280
|
$
618
|
$
1,082
|
$
2,367
|
Class I
|
$
79
|
$
306
|
$
552
|
$
1,257
|
During the periods shown in the chart:
|
Returns
|
Quarter ended
|
Highest Quarter
|
i 12.21%
|
|
Lowest Quarter
|
- i 14.84%
|
Average Annual Total Returns
(For the Periods Ended December 31, 2019)
|
1 Year
|
5 Years
|
Life of
Fund
1
|
CLASS A Before Taxes
|
13.93%
|
7.13%
|
11.18%
|
CLASS A After Taxes on Distributions
|
10.61%
|
5.01%
|
9.28%
|
CLASS A After Taxes on Distributions and Sale of Fund Shares
|
10.50%
|
5.37%
|
8.73%
|
CLASS C Before Taxes
|
18.91%
|
7.59%
|
11.27%
|
CLASS I Before Taxes
|
21.10%
|
8.68%
|
12.38%
|
Indices
|
|||
S&P 500
®
Index
reflects no deduction for fees, expenses or taxes.
|
31.49%
|
11.70%
|
14.97%
|
Nasdaq Victory US Large Cap 500 Long/Cash Vol.Wtd Index
reflects no deduction for fees, expenses or taxes.
|
22.16%
|
9.56%
|
13.59%
|
|
Title
|
Tenure with the Fund
|
Mannik Dhillon, CFA, CAIA
®
|
President, VictoryShares and
Solutions
|
Since May 2018
|
Investment Minimums
|
Class A
|
Class C
|
Class I
|
Minimum Initial Investment
|
$
2,500
|
$
2,500
|
$
2,000,000
|
Minimum Subsequent Investments
|
$
50
|
$
50
|
None
|
Victory Capital Management Inc., which we refer to as the “Adviser”
throughout the Prospectus, manages each Fund.
|
If you would like to receive additional copies of any materials, please call the Victory Funds
at 800-539-FUND (800-539-3863) or please visit VictoryFunds.com.
|
By matching your investment objective with an acceptable level of risk,
you can create your own customized investment plan.
|
An investment in the
Fund is not a complete
investment program.
|
All you need to do to get started is to fill out an application.
|
An Investment Professional is an investment consultant, salesperson, financial planner,
investment adviser, or trust officer who provides you with investment information.
Your Investment Professional also can help you decide which share class is best for you.
Investment Professionals and other financial intermediaries may charge fees for their services.
|
The daily NAV is useful to you as a shareholder because the NAV,
multiplied by the number of Fund shares you own, gives you the value of your investment.
|
NAV=
|
Total Assets - Liabilities
|
Number of Shares Outstanding
|
For historical expense information, see the “Financial Highlights”
at the end of this Prospectus.
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
Up to $49,999
|
5.75%
|
6.10%
|
$50,000 up to $99,999
|
4.50%
|
4.71%
|
$100,000 up to $249,999
|
3.50%
|
3.63%
|
$250,000 up to $499,999
|
2.50%
|
2.56%
|
$500,000 up to $999,999
|
2.00%
|
2.04%
|
Your Investment in the Fund
|
Sales
Charge
as a % of
Offering
Price
|
Sales
Charge
as a % of
Your
Investment
|
$1,000,000 and above
1
|
0.00%
|
0.00%
|
There are several ways you can combine multiple purchases of Class A shares of the Victory
Funds to take advantage of reduced sales charges and, in some cases, eliminate sales charges.
|
A Fund reserves the right to change the criteria for eligible investors and
the investment minimums.
|
Keep these addresses handy for purchases, exchanges, or redemptions.
|
There may be limits on the ability to exchange between certain Victory Funds. You can
obtain a list of Victory Funds available for exchange by calling 800-539-FUND (800-539-3863) or by visiting
VictoryFunds.com
|
There are a number of convenient ways to sell your shares. You can use the same mailing
addresses listed for purchases.
|
BY TELEPHONE
|
BY MAIL
|
BY WIRE
|
BY ACH
|
Buying a dividend.
You should check the Funds' distribution schedule before you invest.
If you buy shares of the Fund shortly before it makes a distribution,
some of your investment may come back to you as a taxable distribution.
|
Your choice of distribution should be set up on the original Account Application.
If you would like to change the option you selected, please call 800-539-FUND (800-539-3863).
|
The tax information in this Prospectus is provided as general information. You should
consult your own tax adviser about the tax consequences of an investment in the Fund.
|
|
Notary
Public
|
SVP
|
MSG
|
Change of name
|
x
|
x
|
x
|
Add/change banking instructions
|
|
x
|
x
|
Add/change beneficiaries
|
x
|
x
|
x
|
Add/change authorized account traders
|
|
x
|
x
|
Adding a Power of Attorney
|
x
|
x
|
x
|
Add/change Trustee
|
x
|
x
|
x
|
Uniform Transfers to Minors Act/Uniform Gifts to Minors Act custodian
change
|
x
|
x
|
x
|
|
Class A
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
14.26
|
$
16.50
|
$
16.04
|
$
13.80
|
$
14.15
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.08
|
0.13
|
0.11
|
0.11
|
0.13
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.88
|
(0.36)
|
1.91
|
2.48
|
0.16
|
Total from Investment Activities
|
0.96
|
(0.23)
|
2.02
|
2.59
|
0.29
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.07)
|
(0.12)
|
(0.10)
|
(0.11)
|
(0.12)
|
Net Realized Gains from Investments
|
(1.73)
|
(1.89)
|
(1.46)
|
(0.24)
|
(0.52)
|
Total Distributions to
Shareholders
|
(1.80)
|
(2.01)
|
(1.56)
|
(0.35)
|
(0.64)
|
Net Asset Value, End of Period
|
$
13.42
|
$
14.26
|
$
16.50
|
$
16.04
|
$
13.80
|
Total Return (Excludes Sales Charge)
|
6.71%
|
(0.01)%
|
12.79%
|
18.89%
|
2.17%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.99%
|
0.99%
|
0.99%
|
0.99%
|
0.99%
|
Net Investment Income (Loss)
|
0.56%
|
0.84%
|
0.67%
|
0.75%
|
0.92%
|
Gross Expenses
|
1.28%
|
1.25%
|
1.19%
|
1.35%
|
1.28%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
26,394
|
$
33,406
|
$
51,671
|
$
36,721
|
$
62,700
|
Portfolio Turnover(b)
|
54%
|
120%(c)
|
45%
|
38%
|
46%
|
|
Class C
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
13.90
|
$
16.16
|
$
15.78
|
$
13.59
|
$
13.95
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
(0.03)
|
0.02
|
(0.02)
|
—(b)
|
0.02
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.87
|
(0.35)
|
1.86
|
2.44
|
0.17
|
Total from Investment Activities
|
0.84
|
(0.33)
|
1.84
|
2.44
|
0.19
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.02)
|
(0.04)
|
—(b)
|
(0.01)
|
(0.03)
|
Net Realized Gains from Investments
|
(1.73)
|
(1.89)
|
(1.46)
|
(0.24)
|
(0.52)
|
Total Distributions to
Shareholders
|
(1.75)
|
(1.93)
|
(1.46)
|
(0.25)
|
(0.55)
|
Net Asset Value, End of Period
|
$
12.99
|
$
13.90
|
$
16.16
|
$
15.78
|
$
13.59
|
Total Return (Excludes Sales Charge)
|
5.96%
|
(0.73)%
|
11.78%
|
18.09%
|
1.42%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
1.74%
|
1.74%
|
1.74%
|
1.74%
|
1.74%
|
Net Investment Income (Loss)
|
(0.19)%
|
0.10%
|
(0.11)%
|
0.01%
|
0.16%
|
Gross Expenses
|
2.03%
|
2.00%
|
1.97%
|
2.12%
|
2.11%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
26,240
|
$
35,649
|
$
41,410
|
$
57,620
|
$
58,249
|
Portfolio Turnover(c)
|
54%
|
120%(d)
|
45%
|
38%
|
46%
|
|
Class I
|
||||
|
Year
Ended
6/30/2020
|
Year
Ended
6/30/2019
|
Year
Ended
6/30/2018
|
Year
Ended
6/30/2017
|
Year
Ended
6/30/2016
|
Net Asset Value, Beginning of Period
|
$
14.26
|
$
16.50
|
$
16.05
|
$
13.80
|
$
14.15
|
Investment Activities
|
|
|
|
|
|
Net Investment Income (Loss)(a)
|
0.12
|
0.17
|
0.15
|
0.15
|
0.16
|
Net Realized and Unrealized Gains
(Losses) on Investments
|
0.88
|
(0.36)
|
1.90
|
2.48
|
0.16
|
Total from Investment Activities
|
1.00
|
(0.19)
|
2.05
|
2.63
|
0.32
|
Distributions to Shareholders From
|
|
|
|
|
|
Net Investment Income
|
(0.10)
|
(0.16)
|
(0.14)
|
(0.14)
|
(0.15)
|
Net Realized Gains from Investments
|
(1.73)
|
(1.89)
|
(1.46)
|
(0.24)
|
(0.52)
|
Total Distributions to
Shareholders
|
(1.83)
|
(2.05)
|
(1.60)
|
(0.38)
|
(0.67)
|
Net Asset Value, End of Period
|
$
13.43
|
$
14.26
|
$
16.50
|
$
16.05
|
$
13.80
|
Total Return (Excludes Sales Charge)
|
6.97%
|
0.24%
|
12.97%
|
19.24%
|
2.42%
|
Ratios to Average Net Assets
|
|
|
|
|
|
Net Expenses
|
0.74%
|
0.74%
|
0.74%
|
0.74%
|
0.74%
|
Net Investment Income (Loss)
|
0.86%
|
1.10%
|
0.91%
|
1.00%
|
1.14%
|
Gross Expenses
|
1.02%
|
1.00%
|
0.95%
|
1.13%
|
1.11%
|
Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (000's)
|
$
14,179
|
$
26,501
|
$
36,400
|
$
32,751
|
$
44,170
|
Portfolio Turnover(b)
|
54%
|
120%(c)
|
45%
|
38%
|
46%
|
FUND NAME
|
CLASS A
|
CLASS C
|
CLASS I
|
MEMBER CLASS
|
Victory Market Neutral Income Fund
|
CBHAX
|
CBHCX
|
CBHIX
|
CBHMX
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
CUHAX
|
CUHCX
|
CUHIX
|
—
|
Amount of
Purchase
|
Initial Sales Charge:
% of Offering Price
|
Concession to Dealers:
% of Offering Price
|
Up to $49,999
|
5.75%
|
5.00%
|
$ 50,000 to $99,999
|
4.50%
|
4.00%
|
$ 100,000 to $249,999
|
3.50%
|
3.00%
|
$ 250,000 to $499,999
|
2.50%
|
2.00%
|
$ 500,000 to $999,999
|
2.00%
|
1.75%
|
$ 1,000,000 and above*
|
0.00%
|
**
|
All Funds
|
|
NAV per share
|
$
10.00
|
Per Share Sales Charge—5.75% of public offering price (6.10% of net asset value per share) for each Fund
|
$
0.61
|
Per Share Offering Price to the Public
|
$
10.61
|
Name and Age
|
Position
Held with
the Trust
|
Date
Commenced
Service
|
Principal Occupation
During Past 5 Years
|
Other Directorships
Held During the
Past 5 Years
|
David Brooks
Adcock,
Born October
1951
|
Trustee
|
May 2015
|
Consultant (since 2006).
|
Chairman, Board of
Trustees, Turner Funds
(December 2016
-December 2017).
|
Nigel
D.T.Andrews,
Born April 1947
|
Vice Chair
and Trustee
|
May 2015
|
Retired.
|
Director, TCG BDC II,
Inc. (since 2017)
Director, TCG BDC I,
Inc. (formerly Carlyle
GMS Finance, Inc.)
(since 2012).
|
E. Lee Beard*,
Born August
1951
|
Trustee
|
May 2015
|
Retired (since 2015).
|
None.
|
Dennis M.
Bushe,
Born January
1944
|
Trustee
|
July 2016
|
Retired.
|
Trustee, RS Investment
Trust and RS Variable
Products Trust
(November 2011 - July
2016).
|
John L. Kelly,
Born April 1953
|
Trustee
|
May 2015
|
Partner, McCarvill
Capital Partners
(September
2016-September 2017);
Advisor (January
2016-April 2016) and
Managing Partner
(August 2014 -January
2016) Endgate
Commodities LLC.
|
Director, Caledonia
Mining Corporation
(since May 2012).
|
David L.
Meyer*,
Born April 1957
|
Trustee
|
May 2015
|
Retired.
|
None.
|
Gloria S.
Nelund,
Born May 1961
|
Trustee
|
July 2016
|
Chair, CEO, and
Co-Founder of TriLinc
Global, LLC, an
investment firm.
|
TriLinc Global Impact
Fund, LLC (since
2012); Trustee, RS
Investment Trust and
RS Variable Products
Trust (November
2007-July 2016).
|
Leigh A. Wilson,
Born December
1944
|
Chair and
Trustee
|
May 2015
|
Private Investor.
|
Chair (since 2013),
Caledonia Mining
Corporation.
|
Name and Age
|
Position
Held with
the Trust
|
Date
Commenced
Service
|
Principal Occupation
During Past 5 Years
|
Other
Directorships
Held During the
Past 5 Years
|
David C.
Brown**,
Born May 1972
|
Trustee
|
May 2015
|
Chairman and Chief
Executive Officer (since
2013), the Adviser;
Chairman and Chief
Executive Officer (since
2013), Victory Capital
Holdings, Inc..
|
Trustee, USAA Mutual
Funds Trust.
|
Name and Age
|
Position with
the Trust
|
Date
Commenced
Service
|
Principal Occupation During Past 5 Years
|
Christopher K.
Dyer,
Born February
1962
|
President
|
May 2015
|
Director of Mutual Fund Administration, the Adviser.
|
Scott A. Stahorsky,
Born July 1969
|
Vice President
|
May 2015
|
Manager, Fund Administration, the Adviser (since
2015); Senior Analyst, Fund Administration, the
Adviser (prior to 2015).
|
Erin G. Wagner,
Born February
1974
|
Secretary
|
May 2015
|
Associate General Counsel, the Adviser (since 2013).
|
Born March 1965
|
Treasurer
|
December 2017
|
Senior Vice President, Financial Administration, Citi
Fund Services Ohio, Inc. (since 2016); Vice President,
Mutual Fund Administration, JP Morgan
Chase(2011-2016).
|
Christopher Ponte,
Born March 1984
|
Assistant
Treasurer*
|
May 2015
|
Manager, Fund Administration, the Adviser (since
2017); Senior Analyst, Fund Administration, the
Adviser (prior to 2017); Principal Financial Officer,
Victory Capital Advisers, Inc. (since 2018).
|
Colin Kinney,
Born October 1973
|
Chief
Compliance
Officer
|
July 2017
|
Chief Compliance Officer (since 2013) and Officer
Chief Risk Officer (2009-2017), the Adviser.
|
Charles Booth,
Born April 1960
|
Anti-Money
Laundering
Compliance
Officer and
Identity Theft
Officer
|
May 2015
|
Director, Regulatory Administration and CCO Support
Services, Citi Fund Services Ohio, Inc.
|
Born January 1954
|
Assistant
Secretary
|
May 2015
|
Partner, Sidley Austin LLP (since April 2020); Partner,
Shearman & Sterling LLP (January 2018 - April 2020);
Partner, Morrison & Foerster LLP (2011 – January
2018).
|
Trustee
|
Dollar Range of Beneficial
Ownership of Fund Shares
|
Aggregate Dollar Range
of Ownership of Shares
of All Series of the
Victory Fund Complex
|
Mr. Adcock
|
None.
|
Over $100,000
|
Mr. Andrews
|
Market Neutral Income Fund:
$50,001-$100,000
|
Over $100,000
|
Ms. Beard
|
None.
|
Over $100,000
|
Mr. Bushe
|
US 500 Enhanced Volatility Wtd Index Fund:
$50,001 - $100,000
|
Over $100,000
|
Mr. Kelly
|
None.
|
Over $100,000
|
Mr. Meyer
|
None.
|
Over $100,000
|
Ms. Nelund
|
None.
|
$50,000 - $100,000
|
Mr. Wilson
|
None.
|
Over $100,000
|
Trustee
|
Dollar Range of Beneficial Ownership of Fund Shares
|
Aggregate Dollar Range
of Ownership of Shares
of All Series of the
Victory Fund Complex
|
Mr. Brown*
|
None.
|
Over $100,000
|
Trustee
|
Aggregate Compensation
from the Funds
|
Total Compensation from the
Victory Fund Complex
|
Mr. Adcock
|
$
1,760
|
$
321,000
|
Mr. Andrews
|
$
1,760
|
$
321,000
|
Ms. Beard
|
$
1,760
|
$
321,000
|
Mr. Bushe
|
$
1,760
|
$
321,000
|
Mr. Kelly
|
$
1,760
|
$
321,000
|
Mr. Meyer
|
$
1,760
|
$
321,000
|
Ms. Nelund
|
$
1,760
|
$
321,000
|
Mr. Wilson
|
$
2,593
|
$
474,000
|
Trustee
|
Aggregate Compensation
from the Trust
|
Total Compensation from
the Victory Fund Complex
|
Mr. Brown*
|
None
|
None
|
Trustee
|
Aggregate Compensation
from the Funds
|
Total Compensation from
the Victory Fund Complex
|
Mr. Adcock
|
$
264
|
$
48,150
|
Mr. Andrews
|
$
472
|
$
101,400
|
Mr. Bushe
|
$
1,760
|
$
321,000
|
Fund
|
Advisory Fee
|
Victor Market Neutral Income Fund
|
0.60%
|
Fund
|
Advisory Fee
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
0.70%
|
Fund
|
2020 Fees Paid
|
2019 Fees Paid
|
2018 Fees Paid
|
Victory Market Neutral Income Fund
|
$
919,598
|
$
330,880
|
$
311,939
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
567,706
|
$
793,970
|
$
915,875
|
Fund
|
2020 Fees Waived
|
2019 Fees Waived
|
2018 Fees Waived
|
Victory Market Neutral Income Fund
|
670,257
|
258,188
|
197,955
|
Victory US 500 Enhanced Volatility Wtd Index
Fund
|
229,910
|
292,081
|
283,259
|
|
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other Accounts
|
Total
|
|||
Name
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Assets
Managed
(in Millions)
|
Mannik Dhillon
|
58
|
$
46,773.93
|
2
|
$
21.49
|
3
|
$
216.81
|
$
47,012.23
|
|
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other Accounts
|
Total
|
|||
Name
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Number
of
Accounts
|
Total
Assets
(in Millions)
|
Assets
Managed
(in Millions)
|
Mannik Dhillon
|
15
|
$
20,313.88
|
0
|
$
—
|
0
|
$
—
|
$
20,313.88
|
Portfolio
Manager
|
Fund
|
|
Mannik Dhillon
|
Victory Market Neutral Income Fund
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$100,001-$500,000
None
|
Fund
|
2020
Fees Paid
|
2019
Fees Paid
|
2018
Fees Paid
|
Victory Market Neutral Income Fund
|
$
1,167
|
$
418
|
$
504
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
658
|
$
911
|
$
1,267
|
Fund
|
2020
Fees Paid
|
2019
Fees Paid
|
2018
Fees Paid
|
Victory Market Neutral Income Fund
|
$
92,399
|
$
34,310
|
$
30,672
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
48,669
|
$
70,196
|
$
77,199
|
Fund
|
Gross
income
from
securities
lending
activities
|
Fees paid to
securities
lending
agent from a
revenue split
|
Rebate
(paid to
borrower)
|
Aggregate
fees/
compensation
for securities
lending
activities
|
Net income
from
securities
lending
activities
|
Victory Market Neutral Income Fund
|
$
128,642
|
$
5,306
|
$
76,072
|
$
81,378
|
$
47,264
|
Victory US 500 Enhanced Volatility Wtd
Index Fund
|
$
49,208
|
$
760
|
$
41,573
|
$
42,333
|
$
6,875
|
|
2020
|
|
Fund
|
Total
Commissions
|
Underwriting
Commissions
Retained
|
Victory Market Neutral Income Fund
|
$
3,483
|
$
418
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
23,675
|
$
3,061
|
|
2019
|
|
Fund
|
Total
Commissions
|
Underwriting
Commissions
Retained
|
Victory Market Neutral Income Fund
|
$
2,332
|
$
307
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
31,331
|
$
3,972
|
|
2018
|
|
Fund
|
Total
Commissions
|
Underwriting
Commissions
Retained
|
Victory Market Neutral Income Fund
|
$
3,085
|
$
385
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
98,535
|
$
12,714
|
Fund
|
Class A Shares
|
Class C Shares
|
|
|
|
Victory Market Neutral Income Fund
|
$
53,235
|
$
3,954
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
73,480
|
$
309,529
|
|
|
|
Victory Market Neutral Income Fund
|
$
13,898
|
$
4,053
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
101,888
|
$
382,808
|
|
|
|
Victory Market Neutral Income Fund
|
$
27,973
|
$
4,473
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
98,319
|
$
562,337
|
Fund
|
2020
|
2019
|
2018
|
Victory Market Neutral Income Fund
|
$
374,242
|
$
135,379
|
$
128,608
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
23,037
|
$
51,448
|
$
20,782
|
Fund
|
Brokerage
Commissions Paid
|
Total Dollar Amount
of Such Transactions
|
Victory Market Neutral Income Fund
|
None
|
None
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
$
1,322,319
|
$
730
|
Fund
|
Broker-Dealer
|
Type of
Security
(Debt or
Equity)
|
Aggregate
Value
|
Victory Market Neutral Income Fund
|
Citigroup, Inc.
|
Equity
|
$
293,000
|
Victory Market Neutral Income Fund
|
UBS Group AG
|
Equity
|
$
382,000
|
Victory Market Neutral Income Fund
|
The Goldman Sachs Group,
Inc.
|
Equity
|
$
1,259,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
Citigroup, Inc.
|
Equity
|
$
55,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
The Goldman Sachs Group,
Inc.
|
Equity
|
$
76,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
Morgan Stanley
|
Equity
|
$
74,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
Jefferies Financial Group,
Inc.
|
Equity
|
$
48,000
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
JP Morgan Chase & Co.
|
Equity
|
$
68,000
|
Fund
|
2020
|
2019
|
Victory Market Neutral Income Fund
|
119%
|
82%
|
Victory US 500 Enhanced Volatility Wtd Index Fund
|
54%
|
120%
|
Type of Service Provider
|
Name of Service Provider
|
Timing of Release of
Portfolio Holdings Information
|
Adviser and Fund Accountant
|
Victory Capital Management Inc.
|
Daily.
|
Distributor
|
Victory Capital Services, Inc.
|
Daily.
|
Custodian
|
Citibank, N.A.
|
Daily.
|
Sub-Fund Accountant
|
Citi Fund Services Ohio, Inc.
|
Daily.
|
Financial Data Service
|
FactSet Research Systems, Inc.
|
Daily.
|
Liquidity Risk Management Service
Provider
|
MSCI, Inc.
|
Daily.
|
Independent Registered Public
Accounting Firm
|
Cohen & Company, Ltd.
|
Annual Reporting Period: within 15
business days of end of reporting period.
|
Type of Service Provider
|
Name of Service Provider
|
Timing of Release of
Portfolio Holdings Information
|
Printer for Financial Reports
|
Toppan Merrill LLC
|
Up to 30 days before distribution to
shareholders.
|
Legal Counsel, for EDGAR filings on
Forms N-CSR and Form N-PORT
|
Sidley Austin LLP
|
Up to 30 days before filing with the
SEC.
|
Ratings Agency
|
Lipper
|
Quarterly, no sooner than 15 calendar
days after the end of the previous
quarter.
|
Ratings Agency
|
Morningstar
|
Quarterly, no sooner than 15 calendar
days after the end of the previous
quarter.
|
Financial Data Service
|
Bloomberg L.P.
|
Quarterly, no sooner than 15 calendar
days after the end of the previous
quarter.
|
Fund - Class
|
Name and Address of Owner
|
Percentage
Owned of
Record
|
US 500 ENHANCED VOL WTD INDEX
CL A
|
32.59%
|
|
28.59%
|
||
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
|
7.68%
|
|
RAYMOND JAMES & ASSOCIATES, INC.
880 CARILLON PARKWAY
ST PETERSBURG FL 337332749
|
6.56%
|
Fund - Class
|
Name and Address of Owner
|
Percentage
Owned of
Record
|
US 500 ENHANCED VOL WTD INDEX
CL C
|
46.10%
|
|
25.51%
|
||
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
|
9.14%
|
|
7.02%
|
||
RAYMOND JAMES & ASSOCIATES, INC.
880 CARILLON PARKWAY
ST PETERSBURG FL 337332749
|
7.01%
|
|
US 500 ENHANCED VOL WTD INDEX
CL I
|
UBS FINANCIAL SERVICES INC.
C/O CENTRAL DEPOSIT/MUTUAL FUNDS
1000 HARBOR BLVD 7TH FL
A/C YY011410610
WEEHAWKEN NJ 070866727
|
30.90%
|
22.89%
|
||
19.58%
|
||
RAYMOND JAMES & ASSOCIATES, INC.
880 CARILLON PARKWAY
ST PETERSBURG FL 337332749
|
8.88%
|
|
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
|
6.66%
|
|
5.88%
|
||
MARKET NEUTRAL INCOME FUND
CL A
|
82.89%
|
|
MARKET NEUTRAL INCOME FUND
CL C
|
73.32%
|
|
16.03%
|
||
10.36%
|
Fund - Class
|
Name and Address of Owner
|
Percentage
Owned of
Record
|
MARKET NEUTRAL INCOME FUND
CL I
|
37.31%
|
|
35.35%
|
||
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
|
14.15%
|
Item 28.
|
Exhibits
|
|
(a)
|
|
Articles of Incorporation.
|
|
(1)
|
|
|
(2)(a)
|
|
|
(2)(b)
|
|
|
(2)(c)
|
|
(b)
|
|
|
(c)
|
|
Instruments Defining Rights of Security Holder. None other than in the Second Amended and Restated
Agreement and Declaration of Trust and By-Laws of the Registrant.
|
(d)
|
|
Investment Advisory Contracts.
|
|
(1)(a)
|
ment Inc. (“Victory Capital” or the “Adviser”).
|
|
(1)(b)
|
|
(e)
|
|
Underwriting Contracts.
|
|
(1)(a)
|
with respect to each exchange-traded fund series of the Registrant.
|
|
(1)(b)
|
|
|
(1)(c)
|
|
|
(1)(d)
|
|
|
(1)(e)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)(a)
|
series of the Registrant.
|
|
(4)(b)
|
fund series of the Registrant.
|
|
(4)(c)
|
|
(f)
|
|
Bonus or Profit Sharing Contracts. None.
|
(g)
|
|
Custodian Agreements.
|
|
(1)(a)
|
|
|
(1)(b)
|
|
|
(1)(c)
|
|
|
(1)(d)
|
|
|
(1)(e)
|
|
|
(1)(f)
|
|
|
(1)(g)
|
|
(h)
|
|
Other Material Contracts.
|
|
(1)
|
|
|
(2)(a)
|
dated July 1, 2006 with Victory Capital Management Inc.
|
|
(2)(b)
|
|
|
(2)(c)
|
|
|
(2)(d)
|
|
|
(2)(e)
|
|
|
(2)(f)
|
|
|
(2)(g)
|
|
|
(2)(h)
|
|
|
(2)(i)
|
|
(3)(a)
|
to each mutual fund series of the Registrant.
|
|
(3)(b)
|
|
|
(3)(c)
|
|
|
(4)(a)
|
exchange-traded fund series of the Registrant.
|
|
(4)(b)
|
|
|
(4)(c)
|
|
|
(5)(a)
|
|
|
(5)(b)
|
|
|
(5)(c)
|
|
|
(5)(d)
|
|
|
(5)(e)
|
|
|
(5)(f)
|
|
|
(6)(a)
|
|
|
(6)(b)
|
|
|
(7)(a)
|
|
|
(7)(b)
|
|
(i)(l)
|
|
Amendment No. 32 to the Registrant’s Registration Statement, is hereby incorporated by reference.
|
(i)(2)
|
|
is hereby incorporated by reference.
|
(i)(3)
|
|
|
(i)(4)
|
|
Registrant’s Registration Statement, is hereby incorporated by reference.
|
(i)(5)
|
|
Opinion of Morris Nichols Arsht & Tunnell LLP dated April 5, 2019 relating to the VictoryShares USAA
Emerging Markets Value Momentum ETF.
|
(i)(6)
|
|
tral Income Fund — Member Class.
|
(i)(7)
|
|
Opinion of Morris, Nichols, Arsht & Tunnell LLP dated [ ], 2020 relating to the VictoryShares NASDAQ
Next 50 ETF.
|
(j)(1)
|
|
|
(j)(2)
|
|
|
(k)
|
|
Omitted Financial Statements. None.
|
(l)
|
|
(m)
|
|
Rule 12b-1 Plans.
|
|
(1)(a)
|
|
|
(1)(b)
|
|
|
(2)(a)
|
|
|
(2)(b)
|
|
|
(3)(a)
|
series of the Registrant.
|
|
(3)(b)
|
exchange-traded fund series of the Registrant.
|
(n)
|
|
Rule 18f-3 Plan
|
|
(1)(a)
|
|
|
(1)(b)
|
|
(o)
|
|
Reserved.
|
(p)
|
|
Codes of Ethics.
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
|
Powers of Attorney of Leigh A. Wilson, David Brooks Adcock, Nigel D.T. Andrews, E. Lee Beard, Dennis
M. Bushe, David C. Brown, John L. Kelly, David L. Meyer and Gloria S. Nelund.
|
David C. Brown
|
Director, Chairman and Chief Executive Officer of Adviser and VCH
|
Kelly S. Cliff
|
President, Investment Franchises of Adviser and VCH, Director of Adviser
|
Michael D. Policarpo, II
|
President, Chief Financial Officer and Chief Administrative Officer of
Adviser and VCH, Director of Adviser
|
Nina Gupta
|
Chief Legal Officer and Secretary of Adviser and VCH, Director of
Adviser
|
Name
|
Positions and Offices with Underwriter
|
Positions and Offices with Registrant
|
David C. Brown
|
Director
|
Trustee
|
Michael D. Policarpo, II
|
Director
|
None
|
Susan Woodard
|
Director, Chief Compliance
Officer and AML Officer
|
None
|
Nina Gupta
|
Director, Chief Legal Officer
and Secretary
|
None
|
Donald Inks
|
Principal Operations Officer
and President
|
None
|
Christopher Dyer
|
Chief Operations Officer
|
President
|
Christopher Ponte
|
Chief Financial Officer
|
Assistant Treasurer
|
Name
|
Position and Offices with Underwriter
|
Positions and Offices with Registrant
|
Richard J. Berthy
|
President, Treasurer and
Manager
|
None
|
Mark A. Fairbanks
|
Vice President
|
None
|
Jennifer K. DiValerio
|
Vice President
|
None
|
Nanette K. Chern
|
Vice President and Chief
Compliance Officer
|
None
|
Jennifer E. Hoopes
|
Secretary
|
None
|
President (Principal Executive Officer)
|
|
Treasurer (Principal Accounting Officer and Principal Financial Officer)
|
|
*
Leigh A. Wilson
|
Chairman of the Board and Trustee
|
*
David Brooks Adcock
|
Trustee
|
*
Nigel D.T. Andrews
|
Trustee
|
*
E. Lee Beard
|
Trustee
|
*
David C. Brown
|
Trustee
|
*
Dennis M. Bushe
|
Trustee
|
*
John L. Kelly
|
Trustee
|
*
David L. Meyer
|
Trustee
|
*
Gloria S. Nelund
|
Trustee
|
|
This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/31/21 | ||||
1/1/21 | ||||
12/31/20 | N-CSRS, NPORT-P | |||
Effective on: | 11/1/20 | 485BPOS | ||
Filed on: | 10/28/20 | 485BPOS | ||
10/5/20 | ||||
9/30/20 | 485BXT, NPORT-P | |||
6/30/20 | 24F-2NT, N-CEN, N-CEN/A, N-CSR, N-PX, NPORT-P | |||
1/31/20 | ||||
1/1/20 | 485BPOS | |||
12/31/19 | 497, 497K, N-CSRS, NPORT-P | |||
6/30/19 | 24F-2NT, N-CEN, N-CEN/A, N-CSR, N-PX | |||
2/26/19 | ||||
12/31/18 | N-CSRS | |||
6/30/18 | 24F-2NT, N-CEN, N-CEN/A, N-CSR, N-PX | |||
12/5/17 | ||||
7/27/17 | ||||
6/30/17 | 24F-2NT, N-CSR, N-PX, NSAR-B | |||
6/23/16 | ||||
3/31/16 | N-Q | |||
10/1/15 | ||||
5/21/15 | ||||
5/1/15 | ||||
6/30/13 | 24F-2NT, N-CSR, N-PX, NSAR-B | |||
3/31/13 | N-Q | |||
11/20/12 | ||||
4/11/12 | ||||
1/1/12 | ||||
12/22/10 | ||||
9/7/08 | ||||
8/5/08 | ||||
7/1/06 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/20 Victory Portfolios II 485BPOS 11/03/20 18:2.9M Toppan Merrill/FA 11/03/20 Victory Portfolios II 485BPOS 11/03/20 18:2.9M Toppan Merrill/FA |