Rule 497(c)
Registration No. 33-8982
The Victory Portfolios
The Real Estate Investment Fund
Supplement Dated November 25, 1997
to the Prospectus Dated March 1, 1997, as Previously Supplemented
The Victory Real Estate Investment Fund Prospectus is supplemented as follows:
The date of the Prospectus is November 25, 1997
The following table is added to the Prospectus after page 6 immediately before
the section titled "Risk Factors."
Financial Highlights
The Real Estate Investment Fund
The Financial Highlights describe the Real Estate Investment Fund's returns and
operating expenses over time. This table shows the results of an investment in
one share of the Real Estate Investment Fund for the period indicated.
April 30, 1997
through
October 31,
1997(a)
--------------
Net Asset Value, Beginning of Period $ 10.00
--------------
Investment Activities
Net investment income 0.23
Net realized and unrealized losses
from investments 2.01
--------------
Total from Investment Activ $ 2.24
--------------
Distributions
Net investment income (0.17)
In excess of net investment income 0.00
Net realized gains 0.00
--------------
Total Distributions (0.17)
--------------
Net Asset Value, End of Period $ 12.07
==============
Total Return (excludes sales charges) 22.42% (b)
Ratios/Supplemental Data:
Net Assets, End of Period (000) $ 4,376
Ratio of expenses to
average net assets 0.00% (c)
Ratio of net investment income
to average net assets 5.11% (c)
Ratio of expenses to
average net assets* 2.76% (c)
Ratio of net investment income
to average net assets* 2.35% (c)
Portfolio turnover 60%
Average commission rate paid (d) $ 0.0464
- ---------------------------
* During the period, certain fees were voluntarily reduced and/or
reimbursed. If such voluntary fee reductions and /or reimbursements
had not occurred, the ratios would have been as indicated.
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Represents the total dollar amount of commissions paid on portfolio
security transactions divided by total number of shares purchased and
sold by the Fund for which commissions were charged.
The Financial Highlights are not audited. This information should be read
in conjunction with the Real Estate Investment Fund's financial statements,
which are incorporated by reference in the SAI.
Please insert this Supplement into the front of your Prospectus. If you
would like to obtain more information, please call the Fund at
800-KEY-FUND(R)
VF-REIF-SUP2
<PAGE>
THE VICTORY PORTFOLIOS
Supplement Dated November 25, 1997 to
the Statement of Additional Information ("SAI") dated
March 1, 1997,
As Supplemented June 30, 1997 and September 1, 1997
The Victory Balanced Fund
The Victory Diversified Stock Fund
The Victory Financial Reserves Fund
The Victory Fund For Income
The Victory Government Mortgage Fund
The Victory Growth Fund
The Victory Institutional Money Market Fund
The Victory Intermediate Income Fund
The Victory International Growth Fund
The Victory Investment Quality Bond Fund
The Victory Lakefront Fund
The Victory Limited Term Income Fund
The Victory National Municipal Bond Fund
The Victory New York Tax-Free Fund
The Victory Ohio Municipal Bond Fund
The Victory Ohio Municipal Money Market Fund
The Victory Ohio Regional Stock Fund
The Victory Prime Obligations Fund
The Victory Real Estate Investment Fund
The Victory Special Growth Fund
The Victory Special Value Fund
The Victory Stock Index Fund
The Victory Tax-Free Money Market Fund
The Victory U.S. Government Obligations Fund
The Victory Value Fund
The SAI of the above Funds is supplemented as follows:
1. Effective November 25, 1997, the following information replaces the first
sentence in the first paragraph in the SAI:
"This Statement of Additional Information is not a prospectus, but should be
read in conjunction with each prospectus of The Victory Portfolios
(individually, a "Prospectus," and collectively, the "Prospectuses"), each of
which is dated March 1, 1997 except for the Prospectus for the Lakefront Fund
and the combined Prospectus for Financial Reserves Fund, Ohio Municipal Money
Market Fund, Prime Obligations Fund, Tax-Free Money Market Fund and U.S.
Government Obligations Fund, both of which are dated June 30, 1997 and the
Prospectus for the Real Estate Investment Fund which is dated November 25,
1997."
<PAGE>
2. On page 88 under "Performance of the Non-Money Market Funds" in the chart
under the subsection "Standardized Yield", add the following:
================================================================================
YIELD FOR THE 30-DAY PERIOD
FUND ENDED OCTOBER 31, 1997
- --------------------------------------------------------------------------------
Lakefront Fund 1.47%
================================================================================
================================================================================
YIELD FOR THE 30-DAY PERIOD
FUND ENDED OCTOBER 31, 1997
- --------------------------------------------------------------------------------
Real Estate Investment Fund 3.51%
================================================================================
3. Effective November 25, 1997, the following paragraph under "Additional
Information" and the subsection "Miscellaneous" on page 133, add the
following:
"The 1996 Annual Report and 1997 Semi-Annual Report to shareholders of The
Victory Portfolios are incorporated herein in their entirety. These reports
include the financial statements for the fiscal year ended October 31, 1996
and for the semi-annual period ended April 30, 1997. The opinion in the
Annual Report of Coopers & Lybrand L.L.P., independent accountants, is
incorporated herein in its entirety to such Annual Report, and such
financial statements are incorporated in their entirety. The unaudited
financial statements for The Victory Real Estate Investment Fund for the
period ended October 31, 1997 are also incorporated herein."
Please keep this Supplement with your SAI. Investors wishing to obtain more
information should call the Funds at 800-KEY-FUND(R) or 800-539-3863.
VF-SAI-SUP3
