As filed with the Securities and Exchange Commission on October 31, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Victory Portfolios II
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation or organization)
See List Below
(I.R.S. Employer Identification Number)
4900 Tiedeman Road, 4th Floor, Brooklyn, OH 44144 (Address of registrant's principal executive offices)
Title of each class of securities | | Name of each exchange on which each class |
to be registered | | is to be registered |
VictoryShares US Value Momentum ETF (formerly VictoryShares | | The NASDAQ Stock Market LLC |
USAA MSCI USA Value Momentum ETF) | | |
VictoryShares US Small Mid Cap Value Momentum ETF (formerly | | The NASDAQ Stock Market LLC |
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF) | | |
VictoryShares International Value Momentum ETF (formerly | | The NASDAQ Stock Market LLC |
VictoryShares USAA MSCI International Value Momentum ETF) | | |
VictoryShares Emerging Markets Value Momentum ETF (formerly | | The NASDAQ Stock Market LLC |
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF) | | |
VictoryShares USAA Core Intermediate-Term Bond ETF | | The NASDAQ Stock Market LLC |
VictoryShares USAA Core Short-Term Bond ETF | | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and | [x] |
is effective pursuant to General Instruction A.(c) or (e), check the following box. | |
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and | ¨ |
is effective pursuant to General Instruction A.(d) or (e), check the following box. | |
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check | ¨ |
the following box | |
Securities Act Registration file number to which this form relates: 333-181176
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable.
Item 1. Description of Registrant's Securities to be Registered.
This form is being filed for the purpose of amending the names of each exchange on which each class of securities of the exchange-traded fund series portfolios of Victory Portfolios II (the "Trust") indicated below is to be registered.
A description of the shares of beneficial interest, no par value per share, of the VictoryShares US Value Momentum ETF (formerly VictoryShares USAA MSCI USA Value Momentum ETF), VictoryShares US Small Mid Cap Value Momentum ETF (formerly VictoryShares USAA MSCI USA Small Cap Value Momentum ETF), VictoryShares International Value Momentum ETF (formerly VictoryShares USAA MSCI International Value Momentum ETF), VictoryShares Emerging Markets Value Momentum ETF (formerly VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, VictoryShares USAA Core Intermediate-Term Bond ETF and VictoryShares USAA Core Short-Term Bond ETF, each a series of the Trust to be registered hereunder, is set forth in Post-Effective Amendment No. 98 to the Trust's Registration Statement on Form N-1A (File Nos. 333-181176; 811-22696), as filed with the U.S. Securities and Exchange Commission ("SEC") via EDGAR (Accession No. 0001683863-22- 006927) on October 28, 2022, which description is incorporated herein by reference. Any form of amendment or supplement to the registration statement that is subsequently filed also is hereby incorporated by reference herein.
The series to which this filing relates and its respective I.R.S. Employer Identification Number are as follows:
Title of Each Class of Securities to be Registered | | I.R.S. Employer ID Number |
| |
VictoryShares US Value Momentum ETF (formerly VictoryShares | 82-1829544 |
USAA MSCI USA Value Momentum ETF) | | |
VictoryShares US Small Mid Cap Value Momentum ETF (formerly | 82-1840294 |
VictoryShares USAA MSCI USA Small Cap Value Momentum ETF) | | |
VictoryShares International Value Momentum ETF (formerly | 82-1864993 |
VictoryShares USAA MSCI International Value Momentum ETF) | | |
VictoryShares Emerging Markets Value Momentum ETF (formerly | 82-1870398 |
VictoryShares USAA MSCI Emerging Markets Value Momentum ETF) | | |
VictoryShares USAA Core Intermediate-Term Bond ETF | 82-1887709 |
VictoryShares USAA Core Short-Term Bond ETF | 82-6330346 |
Item 2. Exhibits
A.Registrant's Certificate of Trust dated April 12, 2012.
B.Registrant's Certificate of Amendment to Certificate of Trust dated October 21, 2015.
C.Registrant's Certificate of Amendment to Certificate of Trust filed on February 19, 2016.
D.Registrant's Second Amended and Restated Agreement and Declaration of Trust dated February 26, 2019.
E.Registrant's Amended and Restated By-Laws dated May 1, 2015.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Victory Portfolios II
October 31, 2022
/s/ Christopher K. Dyer
Christopher K. Dyer
President
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