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Liquidation of VictoryShares Top Veteran Employers ETF (VTRN) & Protect America ETF (SHLD)

497 1 f9575d1.htm VPII VTRN AND SHLD ETFS 497

VictoryShares Top Veteran Employers ETF (VTRN)

VictoryShares Protect America ETF (SHLD)

(the "Funds")

Supplement dated September 10, 2021

to the Prospectus and Summary Prospectus dated November 3, 2020 ("Prospectus")

On September 8, 2021, the Board of Trustees of Victory Portfolios II ("Trust") approved a Plan of Liquidation ("Plan") for the VictoryShares Top Veteran Employers ETF (VTRN) and VictoryShares Protect America ETF (SHLD) (together, the "Funds"). It is anticipated that the Funds will liquidate on or about October 15, 2021.

After the close of business on October 8, 2021, the Funds will no longer accept purchase orders for Creation Units.

Shareholders may sell their holdings of the Funds on the exchange operated by Nasdaq Stock Market LLC ("Nasdaq") until market close on October 11, 2021, at which point each Fund's shares will be subsequently delisted and no longer trade on Nasdaq. Shareholders trading on Nasdaq will incur typical transaction fees from their broker-dealer. During the time between market close on October 11, 2021 and October 15, 2021, shareholders will be unable to dispose of their shares on Nasdaq.

Shareholders should be aware that when the Funds commence liquidation, they will no longer pursue their stated investment objective or engage in any business activities except for the purposes of selling and converting into cash all of the assets of each Fund, paying its liabilities, and distributing its remaining proceeds or assets to shareholders (the "Liquidating Distribution"). The Funds liquidation and payment of the Liquidating Distribution may occur prior to or later than the dates listed above.

Shareholders who continue to hold shares of the Funds on the liquidation date will receive a Liquidating Distribution with a value equal to their proportionate ownership interest in the Fund on that date. Such Liquidating Distribution received by a shareholder may be in an amount that is more or less than the amount a shareholder might receive if they sell their shares on Nasdaq prior to market close on October 11, 2021. Shareholders who receive a Liquidating Distribution generally will recognize a capital gain or loss equal to the amount received for their shares over their adjusted basis in such shares. Please consult your personal tax advisor about the potential tax consequences.

If you wish to obtain more information, please call the VictoryShares internal team at 866-376-7890.


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